Kaushalya Infrastructure Development Corpn Ltd.
|BSE: 532925||Sector: Infrastructure|
|NSE: KAUSHALYA||ISIN Code: INE234I01010|
|BSE 00:00 | 10 Dec||1.27||
|NSE 05:30 | 01 Jan||Kaushalya Infrastructure Development Corpn Ltd|
Kaushalya Infrastructure Development Corpn Ltd. (KAUSHALYA) - Director Report
Company director report
The Directors are pleased to present the 26th Annual Report together withthe AuditedAccounts for the financial year ended March 312018.
The Financial performance of the Company for the year ended March 31 2018 issummarized below:-
State of Affair & Operations Review
During the year under review on a Standalone basis the Company has registered totalincome from operation of ' 17.20 Lacs as against ' 35.23 Lacs in the previous year as aresult of liquidity issues faced by the Company.The Bankers of the Company had in earlieryears classified the accounts of the Company as non-performing. As a result the Companywas not able to taken on new projects due to unavailability of financial resources toexecute them. The profit before Depreciation interest and tax for the year stood to '(53.55) Lacs as compared to ' (403.37) Lacs in previous year. The PAT was ' (98.55) Lacsagainst the financial year PAT ' (400.79) Lacs.
On Consolidated basis during the year under review the Total Income of the Companystood to ' 54.90 Lacs as against ' 36.94 Lacs in the previous year. The EBIDT is ' (39.38)Lacs from ' (403.50) Lacs in the previous year.
The Board does not recommend payment of dividend for the year under review on equityshares. Change in Nature of Business If Any
During the year under review there has been no change in the nature of business of theCompany. Material Changes and Commitments after the Balance Sheet Date
The Company has been able to make the full payment of the settlement amount in relationto loan of State Bank of India which was taken over by Alchemist Asset ReconstructionCompany Limited (Trust- VII) and the Company has received a no-due certificate fromAlchemist Asset Reconstruction Company Limited stating that there are no further duesremaining to the Company in relation to the loan of State Bank of India taken over bythem. As such the Loan of State Bank of India stands closed. Quarterly payments withrespect to the portion of Indian Overseas Bank amount is being made by the Company toAlchemist Asset Reconstruction Company Ltd. (Trust-VII) as per agreed terms and conditionscontained in the sanction letter.
Subsidiary Companies & Associate Companies
As on 31st March 2018 the Company's subsidiaries step down subsidiaries associatesand joint venture are as follows:
Its subsidiaries/step down-subsidiaries
1. Bengal KDC Housing Development Limited
2. KDC Nirman Limited (Formerly known as Bengal Kaushalya Nirman Limited)
3. Kaushalya Energy Private Limited
4. Azur Solar KDC Private Limited (Step down Subsidiary)
1. Orion Abasaan Private Limited
2. Kaushalya Nirman Private Limited
3. Kaushalya Township Private Limited Its joint venture
1. KIDCO NACC
A Policy has been formulated for determining the Material Subsidiaries of the Companypursuant to the Regulation 16(1)(c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The said Policy has been posted on the Company's websiteat the web link:http://www .kaushalya.net/MATERIAL%20SUBSIDIARY.pdf.
A statement containing the salient features of the financial statements of each of thesubsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure- I" to this Report. The statement also provides details of performance and financialpositions of the subsidiaries associates and joint venture.
Consolidated financial statements
In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedConsolidated Financial Statements of the Company and of all its subsidiary and associatecompanies
which is forming part of the Annual Report. As per the provisions of Section 136 of theCompanies Act 2013 separate audited financial statements of its subsidiaries are beingplaced on its website www.kaushalya.netunderthe sub-section "Others" of section "Investor Relationship" and copyof separate audited financial statements of its subsidiaries will be provided to theshareholders on request.
Listing of equity shares
The Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange ofIndia Ltd. Change in Share Capital
During the year under review Company's Authorized Share Capital has remain unchangedat ' 350000000 (Rupees Thirty Five Crores) comprising 35000000 Equity Shares of '10/- each.
During the year under review Company's Paid Up Share Capital has remain unchanged at '346306300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand Three Hundred)comprising of 34630630 Equity Shares of ' 10/- each.
Transfer to Investor Education and Protection fund.
During the year under review there has been no transfer to Investor Education andProtection fund by the Company.
Employee Stock Option Scheme
During the year under review our Company has not come out with Employee Stock OptionScheme. Director
Mr. Mahesh Mehra (DIN-00086683) Whole-time Director is liable to retire by rotationand being eligible offer himself for re-appointment.
As on 31st March 2018 Mr. Mahesh Mehra (DIN-00086683) is the Whole-time Director ofthe Company Mrs. Minoti Nath (DIN-07017530) is the Woman Independent Director of theCompany and Mr. Anil Kumar Agarwal (DIN-06844213) and Mr. Asoke Das (DIN-07691831) are theIndependent Directors of the Company.
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Resolution seeking approvals of the members have been incorporated in the notice of theforthcoming Annual General Meeting (AGM). Brief resumes/details relating to Directors whoare to be appointed/ reappointed are furnished in the notice of the ensuing Annual GeneralMeeting (AGM) as required under the Code of Corporate Governance.
The members in the last Annual General Meeting (AGM) approved appointment of Mr. AsokeDas (DIN-07691831) as an Independent Director for a term of 5years.
Key Managerial Personnel
In compliance of the provisions of Section 203 of the Companies Act 2013 the followingpersons are the Key Managerial Personnel of the Company:
(a) Mr. Mahesh Mehra Whole-time Director.
(b) Mr. Tarak Nath Mishra Chief Financial Officer
(c) Mr. Sanjay Lal Gupta Company Secretary
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the particulars of loans/advances given to subsidiaries have been disclosed in theAnnual Accounts of your company.
Directors' Responsibility Statement
The Board of Directors of the Company acknowledges the responsibility for ensuringcompliance with the provisions of Section 134(3) (c) read with Section 134(5) of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation2015 with the Stock Exchanges in the preparation of the annual accounts for the year ended31st March 2018 and state that:
I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; if any
II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profits of the Company for that period;
III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. The Directors have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and
VI. There is a proper system to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively.
Particulars of remuneration of employees
The particulars of remuneration of employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in a separate annexureattached hereto and forms part of this report as "Annexure II"
The Company has not accepted any deposit from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.
Number of meetings of the Board
The Board met 5(Five) times during the financial year the details are given in theCorporate Governance Report that forms part of the Annual Report.
The Audit Committee was constituted by the Company and the details of terms ofreference of the Audit Committee number and dates of meeting held attendance amongothers are given separately in the attached Corporate Governance Report. During the yearthere were no instances of the Board that had not accepted the recommendations of theAudit Committee.
The Company has in place a whistleblower policy to deal with unethical behaviorvictimization fraud and other grievances or concerns if any. The aforementionedwhistleblower policy can be accessed on the Company's website at the web link:
Risk Management Policy
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.
The Risk Management Policy provides for identification of risk its assessment andprocedures to minimize risk. The policy is periodically reviewed to ensure that theexecutive management controls the risk as per decided policy.
Nomination & Remuneration Committee
A Nomination & Remuneration Committee was constituted by the Company and thedetails of terms of reference number and dates of meeting held attendance among othersare given separately in the attached Corporate Governance Report forming part of thisAnnual Report.
Stakeholders' Relationship Committee
The composition and terms of reference of the Stakeholders' Relationship Committee hasbeen furnished in the Corporate Governance Report forming part of this Annual Report.
Policy on Directors' Appointment and Remuneration
The Policy of the Company on Directors' Appointment and Remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) and (4) of Section 178 is attached as"Annexure-III" to this Report. The remuneration policy is stated in theCorporate Governance Report.
Pursuant to the applicable provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance of the individual directors as well as theworking of its Audit Nomination & Remuneration and Stakeholders' Relationshipcommittees. The manner in which the evaluation has been carried out has been explained inthe attached Corporate Governance Report that forms an integral part of this AnnualReport.
Inter-corporate loans guarantees and investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Related party transactions
In line with the requirements of the Companies Act 2013 and Listing Regulations theCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website at the web link:
quarterly basis for transactions which are of repetitive nature and / or entered in theOrdinary Course of Business and are at Arm's Length. All Related Party Transactions aresubjected to independent review by a reputed accounting firm to establish compliance withthe requirements of Related Party Transactions under the Companies Act 2013 and ListingRegulations. All Related Party Transactions entered during the year were in OrdinaryCourse of the Business and at Arm's Length basis. No Material Related Party Transactionsi.e. transactions exceeding 10% of the annual consolidated turnover as per the lastaudited financial statement were entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
Extract of annual return
The details forming part of extract of annual return as per Form MGT- 9 is annexedherewith as "Annexure - IV".
Significant and material orders passed by the regulator/court/ tribunals etc.
1. SEBI vide letter no. SEBI/HO/ISD/ISD/OW/P/2017/18183 dt. 07/08/2017 and withreference to Ministry of Corporate Affairs (MCA) letter F.No. 03/73/2017-CL-11 dt.09/06/2017 vide which MCA with respect to suspected shell companies imposed tradingrestrictions on promoters/ directors of the company pending further investigation.Subsequently BSE and NSE under directions from SEBI asked the Company to submit variousdocuments and clarifications in this regard which were promptly submitted by the Company.
2. NSE after review of the documents and clarifications submitted by the Companyfurther issued an Interim Order no. NSE/LIST/C/2018/0014 dt. 04/01/2018 wherein thetrading in securities of the company was reverted to the status as it stood prior toissuance of letter dt. 07/08/2017 by SEBI and accorded permission to promoters andDirectors only to buy the securities of the company (no shares held by them however wasallowed to be transferred for sale by depositories). NSE also appointed M/s BDO India LLPas Forensic Auditor on 06/02/2018 vide letter ref. no. NSE/LIST/36021. The forensicauditor asked for several documents and raised queries from time to time and the Companyhas supplied the requisite information to them. The Forensic Auditor held its closuremeeting on 18/04/2018 wherein they met the KMPs of the Company and asked relevant queriesin person which were duly responded to by the company. No further order or direction hasbeen received by the company from the Forensic Auditor SEBI NSE or BSE.
3. NHAI had preferred an appeal against an arbitration award received in favour of thecompany of Rs. 6 Cr. approximately plus interest in the Kolkata High Court and NHAI hasdeposited an amount of Rs. 5 Crores with the Registrar Original Side and an amount of Rs.3.5 Crores in a separate interest bearing account.
Internal Financial Control
The Company has in place adequate internal financial control with reference to thefinancial statements. During the year such control was reviewed and no reportablematerial weakness was observed.
The Company is committed to maintain the highest standards of corporate governance andadhere
to the corporate governance requirements as set out in the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Report on Corporate Governance asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms an integral part of this Annual Report.
Management Discussion and Analysis
Management Discussion and Analysis for the year under review as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with the StockExchanges is presented in a separate section forming part of this Annual Report.
As required by the Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO/ CFO certification has been submitted to theBoard and a copy thereof is contained elsewhere in this Annual Report.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s Raghav Garg & Associates Company Secretaries in Practice to undertakethe secretarial audit of the Company for the financial year 2017-18. The Secretarial AuditReport for the financial year ended 31st March 2018 is attached as "Annexure V"and forms a part of the report of the Directors. To this the secretarial auditor has madeobservation on pre-emptive measures taken by SEBI u/s 11(1) of the SEBI Act vide letterno. SEBI/HO/ISD/ISD/OW/P/2017/18183 dt. 07/08/2017 in respect of the listed shellcompanies including the company pursuant to the Ministry of Corporate Affairs (MCA) letterF.No. 03/73/2017-CL-11 dt. 09/06/2017 vide which MCA had annexed a list of shell companiesfor initiating necessary actions as per SEBI laws & regulations and imposed tradingrestrictions on promoters/directors of the company pending further investigation. BSE andNSE under directions from SEBI asked the Company to submit various documents andclarifications in this regard which were promptly submitted by the Company. NSE afterreviewing of the documents and clarification submitted by the Company further issued anInterim Order no. NSE/LIST/C/2018/0014 dt. 04/01/2018 wherein the trading in securities ofthe company was reverted to the status as it stood prior to issuance of letterdt.07/08/2017 by SEBI. NSE has also appointed M/s BDO India LLP as Forensic Auditor on06/02/2018 videletter ref. no. NSE/LIST/36021 who asked for several documents and raisedqueries from time to time and the Company have supplied the requisite information to them.The Forensic Auditor held its closure meeting on 18/04/2018 wherein they met the KMPs ofthe Company and asked relevant queries in person which were duly responded to by thecompany. No further order or direction has been received by the company from the ForensicAuditor SEBI NSE or BSE.The Company's Management has made representations before theAuditors and before the NSE and hopes that the said matter will be resolved in favour ofthe Company after review of the same by the Regulator.
Auditors & Auditors' Report
At the Annual General Meeting held in the year 2016 M/s Monu Jain & CompanyChartered Accountants (ICAI Firm Registration No. 3279004E) Statutory Auditors of theCompany were appointed by the shareholders to hold office as Statutory Auditors from theconclusion of Annual General Meeting of the Company held in the year 2016 till theconclusion of Twenty Seventh Annual General Meeting of the Company to be held in the year2019 subject to ratification of their appointment at every Annual General Meeting.
Under Section 139 of the Companies Act 2013 the Company is required to place thematter relating to Statutory Auditors' appointment for ratification by members at everyAnnual General Meeting.
Based on the recommendations by the Audit Committee the Board of Directors of theCompany recommends the ratification of appointment of Ms Monu Jain & CompanyChartered Accountants (ICAI Firm Registration No. 3279004E) as Statutory Auditors of theCompany by the shareholders at the ensuing Annual General Meeting.
The observations of the Auditors in their report read together with the notes onAccounts are selfexplanatory and therefore in the opinion of the Directors do not callfor any further explanation.
The cost audit u/s 148 of Companies Act 2013 read with its rule is not applicable forthe Company for the financial year ended 31st March 2018.
Pursuant to provisions of section 135(1) of Companies Act 2013 formation of suchcommittee is not applicable to the Company.
Restructuring of Debts
The company received a letter from Alchemist Asset Reconstruction Company Limitedregarding assignment of financial Assets by State Bank of India vide their letter dated18.01.2018 toAlchemist- VII Trust (where Alchemist Asset Reconstruction Company Limited isa Trustee) and became the Secured Creditor of the Company. Similar letter with respect toIndian Overseas Bank Ltd. was received by the company from them on 15.04.2017 wherein thefinancial Assets of Indian Overseas Bank Ltd. were also assigned to Alchemist-VII Trust.
On 29.03.2018 the Company reached a settlement of its debts with respect to State Bankof India (SBI) and restructuring of its debts with respect to Indian Overseas Bank (IOB)with Alchemist Asset Reconstruction Company Limited (VII Trust). Under the terms ofsettlement/restructuring the settlement amount with respect to SBI had to be paid by thecompany within 29.12.2018 and the restructured amount with respect to IOB had to be paidwithin 31.03.2024.
Subsequent the company has been able to make the full payment of the settlement inrelation to loan of State Bank of India to Alchemist Asset Reconstruction Company Limited(Trust- VII) and the Company has received a no due certificate from Alchemist AssetReconstruction Company Limited stating that there are no further dues remaining to theCompany in relation to the loan of State Bank of India taken over by them. As such theLoan of State Bank of India stands closed. Details of the same are also provided in thenotes of accounts.
The Audit Committee of the company has reviewed the audited financial statements forthe year under review at its meeting held on May 30 2018 and recommended the same for theapproval of the Board of Directors.
Sexual Harassment Policy
The Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013".
Up till date the Company has not received any complaint under the Policy.
Annexures forming a part of this Directors Report
The Annexures referred to in this report and other information which are required to bedisclosed are annexed herewith and forms a part of this report of the Directors:
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Presently the company is not engaged in any activity relating to conservation ofenergy or technology absorption. During the year under review the company has no foreignexchange earnings and outgoes.
The Board of Directors wish to thank the Central Government the Government of WestBengal the Financial Institutions its Bankers Alchemist Asset Reconstruction CompanyLimited Shareholders Customers Dealers and other Business Associates for the supportreceived from them during the year. The Directors of the company place on record theirsincere appreciation for all employees of the Company and for their unstinted commitmentand continued contribution to the Company.