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Kaushalya Infrastructure Development Corpn Ltd.

BSE: 532925 Sector: Infrastructure
NSE: KAUSHALYA ISIN Code: INE234I01010
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VOLUME 1866
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OPEN 3.61
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VOLUME 1866
52-Week high 7.40
52-Week low 2.08
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kaushalya Infrastructure Development Corpn Ltd. (KAUSHALYA) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the 29th Annual Report together with the AuditedAccounts for the financial year ended March 31 2021. financial performance

The Financial performance of the Company for the year ended March 31 2021 issummarized below:

( ` In Lakhs)

standalone

consolidated

particulars 31.03.31 31.03.20 31.03.21 31.03.20
contract revenue & other Income 753.52 99.52 775.41 128.61
Profit before Depreciation Interest & Tax 485.31 (468.54) 479.78 (466.42)
Less : Depreciation 38.38 42.13 38.45 42.20
Interest 75.77 114.15 69.62 111.75 1.64 40.09 3.36 45.56
Profit Before Tax 371.16 (580.29) 439.69 (511.98)
Less : Provision for Tax
Current Tax - - 17.66 17.85
Deferred Tax 134.34 (33.31) 134.51 (29.06)
Prior Years Tax 236.54 - 236.66 0.01
Total Income Tax for Year 370.88 (33.31) 388.83 (11.20)
Tax Net Profit/(Loss) 0.28 (546.98) 63.76 (615.07)
Less : Minority Interest _ _ 24.67 24.36
Add: Share of Profit of Associate _ _ 12.91 (114.29)
Net ProfitAfter Minority Interest _ _ 63.64 (826.79)
Balance b/f from previous year (4503.47) (3956.49) (4642.69) (4003.27)
Balance available for appropriations (4503.19) (4503.47) (4603.59) (4642.69)
approprIatIoNs
Transfer to General Reserve _ _ _ _
Balance carried to Balance sheet (4503.19) (4503.47) (4605.59) (4642.69)

state of affair & operations review

During the year under review on a Standalone basis the Company has registered totalincome from operation of Rs. 753.52 Lakhs as against Rs. 99.52 Lakhs in the previous year.The Company has been paying its quarterly installments with respect to the restructuredloan of Indian Overseas Bank (taken over by Alchemist Asset Reconstruction Company Ltd.-Trust-VII {AARC}) as per terms outlined in the sanction letter. The profit/Loss beforedepreciation interest and tax for the year stood to Rs. 485.31 Lakhs as compared to Rs.(468.54) Lakhs in previous year. The Profit/ Loss After Tax for the F.Y. 2020- 21 is Rs.0.28 Lakhs against previous F.Y Rs. (546.98) Lakhs.

On Consolidated basis during the year under review the Total Income of the Companystood to Rs. 775.41 Lakhs as against Rs. 128.61 Lakhs in the previous year. The EBITDA ofthe Company stood at Rs. 479.78 Lakhs for the F.Y 2020- 21 as compared to Rs. (466.42)Lakhs in the previous year. Note: The Company has reached a settlement with NationalHighways Authority of India (NHAI) in relation to a pending arbitration award which waschallenged by NHAI in the Hon’ble Calcutta High Court. This settlement has resultedin an increase in revenue from Operations and Other income. Revenue from Operations andOther income includes Rs. 205.23 lakhs and Rs. 432.52 lakhs respectively relating tocontract work (including cost escalations) and delayed payment interest.

Impact of covid-19 on the business of the company

In March 2020 the World Health Organization declared COVID-19 a global pandemic. Thespread of COVID-19 has severely impacted businesses around the globe.

The ‘second wave’ in month of March and April 2021 further exacerbated thesituation with West Bengal suffering a large number of infections. The Company alsosuffered a jolt when almost half of the staff of the Company tested Covid positiveincluding senior staffs in the beginning of the Financial Year 2021- 22.

The situation is constantly evolving and Governments in certain states have imposedvarious restrictions with the increase in number of COVID 19 cases. The Company’sbusinesses particularly the hotel segment have been drastically impacted by thepandemic. The hotel has been operational but there is minimal business due to lack ofvisitors and tourists. This has adversely impacted the revenue of the company’sHotel. However in the third quarter of the financial year 2020-21 some uptick in hotelrevenues was seen as some tourists started visiting the hotel again.

The Company expects general slowdown of demand as a result of the COVID-19 Pandemic.

Dividend

The Board does not recommend payment of dividend on equity shares for the year underreview.

General reserve

The Company has not transferred any amount to the General Reserve during thefinancialyear ended 31st March 2021.

employee stock option scheme

During the year under review our Company has not come out with Employee Stock OptionScheme.

change in Nature of Business if any

The Company operates under two segments: i) Construction and ii) Hotel.

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 is regular in payment of its quarterly installments with respect to therestructured loan of Indian Overseas Bank to AARC as per agreed terms and conditionscontained in the sanction letter of AARC.

There have been no other material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of the report.

subsidiary companies & associate companies

As on 31st March 2021 the Company’s subsidiaries step down subsidiariesassociates and joint venture are as follows:

Its subsidiaries/step down-subsidiaries:

1. Bengal KDC Housing Development Limited

2. KDC Nirman Limited

3. Kaushalya Energy Private Limited

4. Azur Solar KDC Private Limited (Step down Subsidiary)

Its associates:

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’swebsite at http://www.kaushalya.net/

MATERIAL%20SUBSIDIARY.pdf

The Company has one material Subsidiary namely Bengal KDc housing Development ltd.as on 31st March 2021.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries/ Associate Companies/ Joint Ventures is given in Form AOC-1 and forms anintegral part of this Annual Report.

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 subsidiaries associatesand joint venture which is forming part of the Annual Report. As per the provisions ofSection 136 of the Companies Act 2013 separate audited financial statements of itssubsidiaries are being placed on its website http://www.kaushalya.net/others.htm

listing of equity shares

The Company’s Equity Shares are listed on the BSE Ltd. and National Stock Exchangeof India Ltd.

change in share capital

During the year under review Company’s Authorized Share Capital has remainedunchanged at Rs. 350000000 (Rupees Thirty-Five Crores) comprising 35000000 EquityShares of Rs. 10/- each.

During the year under review Company’s Paid Up Share Capital has remainedunchanged at Rs. 346306300 (Rupees Thirty-Four Crores Sixty-Three Lakhs SixThousand Three Hundred) comprising of 34630630 Equity Shares of Rs. 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.

Director

Mr. Mahesh Mehra (DIN-00086683) Whole-time Director Mr. Tarak Nath Mishra(DIN-08845853) Whole-time Director & Chief Financial Officer and Mr. Sanjay Lal Gupta(DIN-08850306) Whole-time Director & Company Secretary are the Executive Directors ofthe Company as 31st March 2021.

Mrs. Minoti Nath (DIN-07017530) is the Woman Independent Director of the Company Mr.Sandip Sarkar (DIN-07691831) and Mr. Ram Krishna Mondal (DIN- 02065330) are theIndependent Directors of the Company.

The Company has appointed Mr. Tarak Nath Mishra (DIN-08845853) Whole-time Director& Chief Financial Officer and Mr. Sanjay Lal Gupta (DIN-08850306) Whole-time Director& Company Secretary by the Board of Directors in the meeting held on August 29 2020and their appointment was approved by the shareholders in the 28th Annual General Meetingheld on September 28 2020.

Mr. Tarak Nath Mishra Whole-time Director & Chief Financial Officer is liable toretire by rotation and being eligible offers himself for re-appointment.

Resolution seeking approvals of the members have been incorporated in the notice of theAnnual General Meeting (AGM). Brief resumes/details relating to Directors who are to beappointed/ reappointed are furnished in the notice of the ensuing Annual General Meeting(AGM) as required under the Code of Corporate Governance.

All Independent Directors have given declarations 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. TheIndependent Directors of the company have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act. Further as required under section 150(1) of theCompanies Act 2013 they have registered themselves as Independent Directors in theindependent director data bank. They shall pass the proficiency self-assessment test indue course in terms of Companies (Appointment and Qualifications of Directors) Rules 2014(as amended).

Key managerial personnel

In compliance of the provisions of Section 203 of the Companies Act 2013 thefollowing persons are the Key Managerial Personnel (KMP) of the Company:

(a) Mr. Mahesh Mehra Whole-time Director

(b) Mr. Tarak Nath Mishra Whole-time Director and Chief Financial Officer

(c) Mr. Sanjay Lal Gupta Whole-time Director and Company Secretary

Directors’ responsibility statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act and SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 with the Stock Exchanges in the preparation of the annual accounts forthe year ended 31st March 2021:

I. In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;

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 annexure as "Annexure-I"attached hereto and forms part of this report.

Deposits

The Company has not accepted any deposit from the public/ members under Section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the year.

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.

audit committee

The Audit Committee was constituted by the Company and the details of terms ofreference of the Audit Committee numbers and dates of meetings held attendance amongothers are given separately in the attached Corporate Governance Report.

During the year there were no instances that the Board had not accepted therecommendations of the Audit Committee.

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 Committeehas been furnished in the Corporate Governance Report forming part of this Annual Report.

corporate social responsibility committee

Pursuant to provisions of section 135(1) of Companies Act 2013 formation of suchcommittee is not applicable to the Company.

Whistleblower/vigil mechanism policy

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 athttp://www.kaushalya.net/VIGIL%20MECHANISM.pdf 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.

Directors’ appointment and remuneration policy

The Policy of the Company on Directors’ Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) and (4) of Section 178 is available onthe website of the company at http:// www.kaushalya.net/KIDCO_NRP.pdf

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".

During the year under review the Company has not received any complaint under thePolicy.

Board evaluation

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.

particulars of loans Investments and Guarantees

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.Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theparticulars of loans/advances given to subsidiaries have been disclosed in the AnnualAccounts of the Company.

related party transactions

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has formulated a Policy onRelated Party Transactions which is also available on the Company’s website athttp://www.kaushalya.net/ KIDCORELATED.pdf All contracts or arrangements entered into bythe Company with its related parties during the financial year were in accordance with theprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All such contracts or arrangements which were approvedby the Audit Committee were in the ordinary course of business and on arm’s lengthbasis. No material contracts or arrangements with related parties were entered into duringthe year under review. Accordingly the disclosure of Related Party Transactions asrequired in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 in Form AOC -2 is not applicable for this year.

Extract of annual return

The details forming part of extract of Annual Return is annexed herewith as "Annexure-II".Further as per provisions of Section 92(3) of the Companies Act 2013 (the Act) theAnnual Return of the Company in Form No. MGT-7 is also hosted on the website of theCompany. The same can be accessed in web-link i.e. www.kaushalya.net

Significant and material orders passed by the regulator/court/ tribunals etc.

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future during thefinancial year 2020-21.

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 reportable material weakness wasobserved.

corporate Governance

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements as set out in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 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.

CEO/CFO Certification

As required by the Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements)

Regulations 2015 the CEO/ CFO certification has been submitted to the Board and acopy thereof is contained elsewhere in this Annual Report.

auditors & auditors’ report

M/s. Barkha & Associates Chartered Accountants (FRN: 327573E) were appointed asthe Statutory Auditors of the Company on September 28 2020 to fill the vacancy caused bythe resignation of M/s. Monu Jain & Company till the conclusion of 29th Annual GeneralMeeting.

The Board of Directors of the Company on a recommendation of Audit Committee hasproposed to appoint M/s. Barkha & Associates Chartered Accountants (FRN.: 327573E) onsuch remuneration to be decided by the Board of Directors in consultation with theAuditors plus applicable taxes and reimbursement of travelling and out of pocket expensesincurred by them for the purpose of audit for first term of five years at 29th AGM uptothe conclusion of 34th AGM.

M/s. Barkha & Associates Chartered Accountants (FRN.: 327573E) have conveyedtheir consent to be appointed as the Statutory Auditors of the Company along with aconfirmation that their appointment if made by the members would be within the limitsprescribed under the Companies Act 2013 ("the Act"). The reports given by theAuditors on the Standalone and Consolidated Financial Statements of the Company for thefinancial year ended March 31 2021 form part of this Annual Report and there is noqualification reservation adverse remark or disclaimer given by theAuditors in theirReports.

The Auditors of the Company have not reported any fraud in terms of the second provisoto Section 143(12) of the Act.

secretarial audit report

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Board ofDirectors had appointed M/s. B. K. Barik & Associates Company Secretaries asSecretarial Auditors to carry out the Secretarial Audit of the Company for the financialyear 2020-21. The Report given by them for the said financial year in the prescribedformat is annexed to this Report as "Annexure-III". The secretarial auditreport does not contain any qualifications reservation or adverse remarks. The Companyhas one material unlisted subsidiary incorporated in India namely Bengal KDC HousingDevelopment Ltd. The Secretarial Audit Report by M/s. B. K.

Barik & Associates Company Secretaries for the financial year 2020- 21 of BengalKDC Housing Development Ltd. in the prescribed format is annexed to the Annual Report ofBengal KDC Housing Development Ltd. for the said financial year.

cost auditors

The cost audit under section 148 of Companies Act 2013 read with its rule is notapplicable for the Company for the financial year ended 31st March 2021.

restructuring of Debts

The Debts of the Company pertaining to Indian Overseas Bank and State Bank of Indiawere taken over by Alchemist Asset Reconstruction Company Limited- Trust- VII (AARC) videtheir Assignment Agreements with lender banks dated March 24 2017 and December 29 2017respectively. The Company had reached a settlement of its debts with respect to State Bankof India (SBI) and restructured its debts with respect to Indian Overseas Bank (IOB) withAARC. The Company has been able to make the full payment of the settled amount in respectto debts of SBI Account and received no dues certificate dated June 1 2018.

The Company is regular in payment of installments pertaining to loan account of IndianOverseas Bank as per the schedule as stated in the sanction letter. The Company has alsoprepaid a portion of debt of AARC.

compliance with secretarial standards

During the year under review the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

other Information

The Audit Committee of the Company has reviewed the audited financial statements forthe year under review at its meeting held on June 30 2021 and recommended the same forthe approval of the Board of Directors.

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:

Annexure particulars

I Particulars of Remuneration of Employees.

II Extract of Annual Return.

III Secretarial Audit Report.

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.

appreciation

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.

For and on behalf of the Board

mahesh mehra sanjay lal Gupta
Dated: 13th August 2021 DIN : 00086683 DIN-08850306
Registered office: Whole-time Director Whole-time Director & Company Secretary
HB-170 Sector-III Salt Lake
Kolkata-700106
CIN-L51216WB1992PLC055629

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