The Members of
KCL INFRA PROJECTS LIMITED
The Board of Directors hereby submits the report of the business and operations of yourcompany ("the Company" or "KCL Infra Proj ects Limited") along withthe audited financial statements for the financial year ended March 312019.
1. FINANCIAL PERFORMANCE:
The financial performance of the Company for the F inancial Year ended March 312019 issummarized below: -
| || ||(Amount in Lakhs) |
|Particulars ||Current year ||Previous Year |
|Revenue from Operation (Including other Operating Income) ||841.64 ||2039.05 |
|Other Income ||81.80 ||83.34 |
|Total Income ||923.44 ||2122.39 |
|Expenses (other than Finance Cost) ||837.46 ||2042.49 |
|Finance Cost ||48.17 ||44.88 |
|Total Expenses ||885.63 ||2087.38 |
|Profit Before Tax ||37.81 ||35.01 |
|Less : Current Tax ||10.72 ||11.50 |
|Deferred Tax/Earlier Year Tax ||(2.00) ||(1.83) |
|Profit/ (Loss) after Tax ||29.09 ||25.33 |
|Surplus brought forward from previous years ||201.36 ||176.03 |
|Amount available for appropriations ||230.45 ||201.36 |
|Earnings per share (T) : || || |
|Basic ||0.11 ||0.10 |
|Diluted ||0.11 ||0.10 |
2. STATE OF COMPANY'S AFFAIRS:
Despite of difficult market conditions healthy competition in the market and lack ofinterest of the investors the performance of your Company has been satisfactory and hasbeen able to achieve the healthy growth for its stakeholders. The performance evaluationsof the Company are as under;
Revenue: During the financial year 2018-19 the revenue of the Company has decreasedfrom ? 2122.39 to ? 923.44. It shows that the turnover of the Company decreased by 56.49%approx. as compared to previous financial year 2017-18.
Expenses: In Financial Year ended 31 March 2019 the purchase & cost expense ofthe Company has decreased from ? 2087.38 Lacs to ? 885.63 Lacs as compared to the previousfinancial year ended on 31 March 2018. But the finance cost of the Company is increasedby ? 3.29 Lacs as compared to the previous financial year 2017-18.
Depreciation: Depreciation decreased from ? 11.75 to ? 9.03 in the current year.Depreciation is in accordance with the provision of Schedule II of the Act.
Profit before Tax: In the financial year 2018-19 the expenses of the Company hasdecreased by 57.57% as compared to previous financial year 2017-18 consequently theprofit has increased by 8.01 % and reached at ? 37.81 Lacs.
Share Capital: Equity share capital remains unchanged at ? 526.62 lacs.
Earnings per share: Basic & diluted Earnings per share (EPS) is ? 0.11 Per share asagainst ? 0.10 per share in the previous year.
|Tax Expenses : ||Increase / (Decrease) ||Increase / (Decrease) in % |
|Current Tax ||(0.78) ||(6.77%) |
|Deferred Tax ||(1.08) ||(59.18%) |
Your Directors have considered it financially prudent in the long-term interest of theCompany to reinvest the profits in the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 312019.
4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis as required under Listing Regulations has beenannexed as "Annexure 5" which forms part of this report.
5. CORPORATE GOVERNANCE REPORT :
Your Company has incorporated the appropriate standards for corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company is not required to mandatorily comply with the provisions ofcertain regulations of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Hence company is not filing Corporate Governance Report to stockexchanges quarterly. However as per Regulation 34(3) read with Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 company is givingreport on corporate governance report in annual report of the company. CorporateGovernance Report is as per annexed as "Annexure 6".
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith for your kind perusal as "Annexure - 2."
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) 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 as at March 312019 and of the profit ofthe Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'going concern' basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
8. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company's internal financial control framework is commensurate with the size andoperations of the business and is in line with requirements of the Act. The Company'sinternal financial controls framework is based on the 'three lines of defence model'. TheCompany has laid down standard operating procedures and policies to guide the operationsof the business. Unit heads are responsible to ensure compliance with the policies andprocedures laid down by the management. Robust and continuous internal monitoringmechanisms ensure timely identification of risks and issues. The management Statutory andInternal Auditors undertake rigorous testing of the control environment of the Company.The board is of the opinion that the Company's internal financial controls were adequateand effective during the financial year 2018-19.
9. DIRECTORS AND KEY MANAGERIAL PERSON
During the Year under review the following changes have taken place in the Directors& KMPs of the Company.
In compliance with the provisions of Section 149 152 read with Schedule IV and allother applicable provisions of the Companies Act 2013 and Companies (Appointment andQualification of Directors) Rules 2014 (including any statutory modification (s) orre-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR)Regulation 2015 the composition of Board of Director and Key Managerial Personnel are asfollows: -
|S.No. ||Key Managerial Person Name ||DIN/ PAN ||Designation ||Date of Appointment ||Date of Cessation |
|1. ||Mohan Jhawar* ||00495473 ||Managing Director ||06/10/2005 ||- |
|2. ||Raju Shivaji Bhosale ||05210420 ||Non-Executive Director ||20/02/2012 ||- |
|3. ||Sunita Vora ||06486614 ||Non-Executive Director ||30/05/2013 ||- |
|4. ||Rahul Khande# ||08095192 ||Additional Director ||30/03/2018 ||- |
|5. ||Sunny Khande ||EJXPK8836E ||Chief Financial Officer ||16/05/2016 ||- |
|6. ||Apeksha Baisakhiya ||CTXPB8692K ||Company Secretary ||08/09/2018 ||- |
* Re-appointment of Mr. Mohan Jhawar as Managing director of the company.
# Re - appointment of Mr. Rahul Khande who is liable to retire by rotation and hasoffered himself for re-appointment.
10. DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued there under as well asRegulation 16(1) (b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
11. MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the F inancial Year2018-19:
|S.No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||30/05/2018 ||4 ||4 |
|2. ||14/08/2018 ||4 ||4 |
|3. ||08/09/2018 ||4 ||4 |
|4. ||14/11/2018 ||4 ||4 |
|5. ||12/02/2019 ||4 ||4 |
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with the rules issued thereunder Regulation 17(10) of the Listing Regulations and the circular issued by SEBI dated5th January 2017 with respect to Guidance Note on Board Evaluation the evaluation of theannual performance of the Directors/Board/Committees was carried out for the financialyear 2018-19.
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under SEBI (Listing Obligation and Disclosure Requirements) Regulation2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman was also evaluated on the key aspects of hisrole.
In a separate meeting of Independent Directors performance of non-Independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
M/s S. Ramanand Aiyar & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company at the AGM held on 29th September 2018 till theconclusion of the this AGM subject to ratification of their appointment by theshareholders of the Company at every AGM held thereafter the present Auditors - M/s S.Ramanand Aiyar & Co. Chartered Accountants have tendered their resignation in midtermand therefore the Board of Directors of your Company based on the recommendation of theAudit Committee have approved the proposal for appointing M/s M.S. Singhatwadia &Co. Chartered Accountants Mumbai (Firm Reg. No. 113954W) as Statutory Auditors of theCompany. The Notice of AGM contains a business to this effect for your approval.
14. AUDITOR'S REPORT
The Board has appointed M/s S. Ramanand Aiyar & Co. Chartered Accountants toconduct the Statutory Audit for the year 2018-19. There are no qualifications or adverseremarks in the Auditors' Report which require any clarification/explanation. The Notes onfinancial statements are self-explanatory and needs no further explanation. Further theAuditors' Report for the financial year ended 31st March 2019 is annexed herewith foryour kind perusal and information.
15. SECRETARIAL AUDITOR'S REPORT
The Board has appointed CS Vishakha Agrawal Practicing Company Secretary to conductSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed herewith marked as "Annexure-3"to this Report. The Secretarial Audit Report.
16. BOARD COMMITEE
Pursuant to Section 178 of the Companies Act 2013 Company had constituted thefollowing Board Committees:
1. Audit Committee;
2. Nomination and Remuneration Committee; and
3. Stakeholders Relationship Committee;
4. Risk Management Committee; and
5. Management Committee.
The composition of all Committees has been stated under Corporate Governance Reportforming an integral part of Annual Report.
17. PARTICULARS OF EMPLOYEES
The details in respect of employees of the Company will be provided upon request. Interms of Section 136 of the Act the Report and Accounts are being sent to the members andothers entitled thereto excluding the information on employees' particulars which isavailable for inspection by the members at the Registered Office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing AGM. If anymember is interested in obtaining a copy thereof such member may write to the CompanySecretary of the Company in this regard.
18. PARTICULARS OF LOANS GUARANTEES OR/AND INVESTMENTS
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the Financial Statement (Please refer to NoteNo. 6 and 7 to the standalone Financial Statement).
19. DISCLOSURE REQUIREMENTS
As per the Provisions of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 entered into with the stock exchanges corporategovernance report with auditors' certificate thereon and management discussion andanalysis are attached which form part of this report.
Details of the familiarization programme of the independent directors areavailable on the website of the Company (www.kclinfra.com)
The Company has formulated and published a Whistle Blower Policy to provideVigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act. The whistle blowing Policy is available on the company's website at(www.kclinfra.com)
20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION ANDREDRESSAL) ACT 2013
Your Company is committed to provide the healthy environment to all its employees thecompany has in place a Prevention of the Sexual Harassment Policy and an Internalcomplaints redressal mechanism as per the requirements of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
There was no complaint received from any employee during the financial year 2018-19hence no complaints are outstanding as on 31.03.2019.
21. RELATED PARTY TRANSACTIONS:
None of the transaction with related parties (related to business) falls under thescope of Section 188 (1) of the Act Information on transactions with related partiespursuant to section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 are given in "Annexure 1" in Form AOC-2 and the same forms part ofthis report.
22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
23. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
24. RISK MANAGEMENT
In today's economic environment Risk Management is a very important part of business.The main aim of risk management is to identify monitor & take precautionary measuresin respect of the events that may pose risks for the business. The Board & AuditCommittee is responsible for
reviewing the risk management plan and ensuring its effectiveness. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis by keeping Risk Management Report before the Board &Audit Committee periodically.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendorsemployees and Shareholders during the year under review. Your Directors also wish to placeon record their deep sense of appreciation for the committed service of the Executivesstaff and workers of the Company.
26. FIXED DEPOSITS/DEPOSITS:
During the year under review your Company has not accepted or invited any fixeddeposits from the public and there were no outstanding fixed deposits from the public ason the Balance Sheet date.
Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 along with Companies (Acceptance of Deposits) rules2014.
27. DISCLOSURE UNDER SECTION 164 (2) :
None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013
28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Your Company has adopted and established a vigil mechanism named "Whistle BlowerPolicy (WBP)" for directors and employees to report genuine concerns and to deal withinstance of fraud and mismanagement if any. The details of the Whistle Blower Policy isalso posted on your website at the linkhttp://www.kclinfra.com/pdf/VigilMechanismorWhistleBl owerPolicy KCLIPL.pdf
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the financial year 2018-19 there were no significant material orders passed bythe Regulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations.
30. AUDIT COMMITTEE:
The Audit Committee Comprises of two Independent Directors namely Mr. Raju Shivaj iBhosale as Chairman and Ms. Sunita Vora as member and Mr. Mohan Jhawar as member of theCommittee. All recommendations made by the Audit Committee were accepted by the Board.
The Committee inter alia reviews Internal Control Systems and reports of InternalAuditors ad compliance of various regulations. The Committee also reviews at length theFinancial Statements before they are placed before the Board of Directors of the company.
31. STAKEHOLDERS RELATIONSHIP:
Stakeholders' relations have been cordial during the year As a part of complianceyour Company has Stakeholders Relationship Committee to consider and resolve thegrievances of security holders of your Company. There were no grievances pending as on 31stMarch 2019. A confirmation to this effect has been received from your Company's Registrarand Share Transfer Agent.
32. NOMINATION REMUNERATION AND EVALUATION POLICY:
The Board has on recommendation of the Nomination and Remuneration Committee has frameda policy for selection and appointment of Directors Senior Management and theirremuneration and the evaluation. The Nomination and Remuneration Policy is forming part ofDirector's Report as "Annexure 4".
33. PARTICIPATION IN THE GREEN INITIATIVE :
Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to their Depository Participant.
34. INTERNAL AUDIT:
The Board of Directors has appointed M/s Jain Tiwaddi & Associate CharteredAccountants as Internal Auditors of your Company for financial year 2019-20.