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KCL Infra Projects Ltd.

BSE: 531784 Sector: Infrastructure
NSE: N.A. ISIN Code: INE469F01026
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NSE 05:30 | 01 Jan KCL Infra Projects Ltd
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VOLUME 401
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52-Week low 0.81
P/E 8.10
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.81
CLOSE 0.81
VOLUME 401
52-Week high 2.00
52-Week low 0.81
P/E 8.10
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KCL Infra Projects Ltd. (KCLINFRA) - Director Report

Company director report

To

The Members of KCL INFRA PROJECTS LIMITED

Your Directors have pleasure in presenting the 22nd Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2017.

1. FINANCIAL PERFORMANCE:

The financial performance of the Company for the Financial Year ended March 31st2017 is summarized below:-

Rs. in Lacs
Particulars Current Year Previous Year
Revenue from Operation
1787.78 732.25
(Including other Operating Income)
Other Income 182.51 145.16
Total Income 1970.30 877.41
Expenses (other than Finance Cost) 1908.31 830.78
Finance Cost 35.37 24.70
Total Expenses 1943.68 855.48
Profit Before Tax 26.62 21.93
Less: Current Tax 8.45 5.05
Deferred Tax 1.83 (3.18)
Profit/ (Loss) after Tax 16.34 20.05
Surplus brought forward from previous years 159.71 139.66
Amount available for appropriations 176.05 159.71
Earnings per share (Rs.) :
Basic 0.06 0.08
Diluted 0.06 0.08

2. STATE OF COMPANY'S AFFAIRS:

Despite of difficult market conditions healthy competition in the market and lackof interest of the investors the performance of your Company has been satisfactory andhas been able to achieve the healthy growth for its stakeholders. The performanceevaluations of the Company are as under; Revenue: During the financial year 2016-17 therevenue of the Company has increased from Rs. 877.41 Lacs to 1970.30 Lacs. It shows thatthe turnover of the Company increased by 124.56% approx. as compared to previous financialyear 2015-16. Expenses: In Financial Year ended 31st March 2017 the purchase& cost expense of the Company has increased from Rs. 855.48 Lacs to Rs. 1943.68 Lacsas compared to the previous financial year ended on 31st March 2016. But thefinance cost of the Company is increased by Rs. 10.67 Lacs as compared to the previousfinancial year 2015-16.

Depreciation: Depreciation decreased from Rs. 12.25 lacs to Rs. 11.55 Lacs in thecurrent year. Depreciation is in accordance with the provision of schedule II of the Act.

Profit before Tax: In the financial year 2016-17 the expenses of the Company hasincreased by 127.20% as compared to previous financial year 2015-16 consequently theprofit has increased by 21.34 % and reached at Rs. 26.62 Lacs. Tax Expenses:

Tax Expenses : Increase/Decrease Increase/Decrease in %
(a.) Current Tax 3.40 Lacs 67%
(b.) Deferred Tax 5.01 Lacs 1593%

Share Capital: Equity share capital remains unchanged at Rs. 526.62 lacs. Earnings pershare: Basic & diluted Earnings per share (EPS) is Rs. 0.06 per share as against Rs.0.08 per share in the previous year.

3. DIVIDEND:

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 31st March 2017.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis as required under Listing Regulations has beenannexed as Annexure - VI 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 ling Corporate Governance Report to stockexchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 company is giving report oncorporate governance report in annual report of the company. Corporate Governance Reportis as per annexed as Annexure – VII.

6. ANNUAL RETURN

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 and information as Annexure - I.

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 annualaccounts for the year ended 31st March 2017 the applicable accountingstandards read with requirements set out under Schedule III to the Act have been followedand there are no material departures from the same; b) The Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2017 and of the profit of the Company for theyear ended on that date; c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) The Directors have prepared the annual accounts on a ‘goingconcern' basis; e) The Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

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 defense model'.The Company has laid down standard operating procedures and policies to guide theoperations of the business. Unit heads are responsible to ensure compliance with thepolicies and procedures laid down by the management. Robust and continuous internalmonitoring mechanisms ensure timely identification of risks and issues. The managementStatutory and Internal Auditors undertake rigorous testing of the control environment ofthe Company. The board is of the opinion that the Company's internal financial controlswere adequate and effective during the financial year 2016-17.

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 Rule 8 (5) of Companies(Accounts) Rules 2014 the below mentioned are the changes which have been taken intoaccount during the Financial Year 2016-17.

S.No. Key Managerial Person Name DIN/ PAN Designation
1. Sunny Khande# 07527049 Director cum Chief Financial Officer
2. Sachin Jain## 07362769 Director cum Chief Financial Officer

#Mr. Sunny Khande has been appointed as the Director cum Chief Financial Officer of thecompany and the same has been approved in the previous AGM. ##Mr. Sachin Jain resignedfrom designation of Director cum Chief Financial Officer of the company with effect from16th May 2016 and the same was approved in the previous AGM.

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 Financial Year2016-17:

S. No. Date of Meeting Board Strength No. of Directors Present
1. 16/05/2016 5 5
2. 30/05/2016 5 5
3. 13/08/2016 5 5
4. 11/11/2016 5 5
5. 27/01/2017 5 5

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 2016-17. The board of directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (“SEBI”) under SEBI (Listing Obligations and DisclosureRequirement) Regulation 2015. The performance of the Board was evaluated by the Boardafter seeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes information and functioningetc.

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.

13. AUDITORS

M/s S. Ramanand Aiyar & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company at the AGM held on 30th September 2016 till theconclusion of the this AGM subject to rati cation of their appointment by theshareholders of the Company at every AGM held thereafter the present Auditors - M/s S.Ramanand Aiyar & Co. Chartered Accountants will hold office up to the conclusion ofthe twenty fifth AGM to be held in the year 2020. As such the Board of Directors of yourCompany based on the recommendation of the Audit Committee have approved the proposal forrati cation of M/s S Ramanand Aiyar & Co Chartered Accountants Mumbai (Firm Reg. No.000990N) as Statutory Auditors of the Company. The Notice of AGM contains a business tothis 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 2016-17. 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 2017 is annexedherewith for your kind perusal and information.

15. SECRETARIAL AUDITOR'S REPORT

The Board has appointed CS Divya Momaya Designated partner SVVS & AssociatesCompany Secretaries LLP to conduct Secretarial Audit for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended 31st March 2017 isannexed herewith marked as Annexure II to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

16. BOARD COMMITEE

Pursuant to Section 177178 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 Reportforms an integral part of Annual Report.

17. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company have entered into a Joint venture on 28th March 2017 with RRParkon Private Limited a Mumbai based Company engaged in Infra related projects.

18. 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.

19. 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.11 and 12 to the standalone Financial Statement).

20. DISCLOSURE REQUIREMENTS

? As per the Provisions of the SEBI (Listing Obligations and Disclosure Requirement)Regulation 2015 entered into with the stock exchanges corporate governance report withauditors' certificate thereon and management discussion and analysis are attached whichform part of this report.

? Details of the familiarization programme of the independent directors are availableon the website of the Company (www.kclinfra.com)

? The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of theAct. The whistle blowing Policy is available on the company's website at(www.kclinfra.com)

21. 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 complaintreceived from any employee during the financial year 2016-17 hence no complaints areoutstanding as on 31.03.2017.

22. RELATED PARTY TRANSACTIONS

As per the provisions of Section 188 of the Companies Act 2013 the Company has enteredinto an agreement with Managing Director (Mohan Jhawar) for the purpose of recovery of Rs.3824223 from JSM Devcons Pvt. Ltd.

23. 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.

24. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

25. 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 itseffectiveness. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis by keeping Risk ManagementReport before the Board & Audit Committee periodically.

26. APPRECIATION

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andworkers of the Company.

27. 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.

28 . DICLOSURE 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

29 . 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 link .

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2016-2017 there are no significant material orders passed bythe Regulators or Courts or Tribunals which would impact the going concern status of yourCompany and its future operations.

31. AUDIT COMMITTEE:

The Audit Committee Comprises of two Independent Directors namely Mr. Raju ShivajiBhosale 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 interaliia reviews Internal Control Systems and reports of InternalAuditors ad compliance of various regulations.The Committee also reviews at lengththeFinancial Statements before they are placed before Board.

32. 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 2017. A confirmation to this effect has been received from your Company's Registrarand Share Transfer Agent.

33. 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 Remuneration and Evaluation Policy isforming part of Director's Report as “ Annexure III”.

34. 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.

35. INTERNAL AUDIT:

The Board of Directors has re-appointed M/s SPARK & ASSOCIATES CharteredAccountants as Internal Auditors of your Company for financial year 2017-18.

For and on behalf of the Board Of Directors
FOR KCL INFRA PROJECTS LIMITED
[CIN:L45201MH1995PLC167630]
Sd/-
MOHAN JHAWAR
Date: 26th August 2017
[DIN:00495473]
Place: Indore Managing Director

ANNEXURE – D

For Each of the Top 10 Share- holders

Brief description Details of Penalty/ Punishment/ Compounding fees imposed

No. of Shares held at the beginning of the year

Cumulative Shareholding during the year

Name of Share- holder's As On Date No. of Shares % of total shares of No. of Shares % of total shares of
1 At the begin- ning of the year FREQUENT STOCK AND SHARES PRI- VATE LIMITE 4/1/2016 1205317 4.58 1205317 4.58
Date wise Increase / Decrease in Share holding during the year 08/04/2016 -18000 0.07 1187317 4.51
15/04/2016 -2800 0.01 1184517 4.50
29/04/2016 2289 0.01 1186806 4.51
06/05/2016 5748 0.02 1192554 4.53
13/05/2016 361 0.00 1192915 4.53
20/05/2016 464 0.00 1193379 4.53
27/05/2016 20 0.00 1193399 4.53
03/06/2016 -378 0.00 1193021 4.53
24/06/2016 -40 0.00 1192981 4.53
08/07/2016 -86 0.00 1192895 4.53
05/08/2016 -350 0.00 1192545 4.53
26/08/2016 -100 0.00 1192445 4.53
14/10/2016 -5 0.00 1192440 4.53
21/10/2016 -10 0.00 1192430 4.53
28/10/2016 -100 0.00 1192330 4.53
04/11/2016 -211 0.00 1192119 4.53
11/11/2016 -100 0.00 1192019 4.53
25/11/2016 -50 0.00 1191969 4.53
20/01/2017 -27602 0.10 1164367 4.42
27/01/2017 -16000 0.06 1148367 4.36
03/02/2017 -80100 0.30 1068267 4.06
10/02/2017 -100803 0.38 967464 3.67
11/02/2017 -967464 79.56 0 0.00
17/02/2017 951464 3.61 951464 3.61
24/02/2017 -25000 0.09 926464 3.52
03/03/2017 -49000 0.19 877464 3.33
10/03/2017 -5000 0.02 872464 3.31
24/03/2017 -1700 0.01 870764 3.31
At the End of the year 31/03/2017 0 0.00 870764 3.31
2 At the begin- ning of the year PATWA FINLEASE LTD. 4/1/2016 1200712 4.56 1200712 4.56
At the End of the year 31/03/2017 0 0.00 1200712 4.56
3 At the begin-ning of the year SAGITTARIUS SECURITIES AND FINANCE LTD 4/1/2016 922383 3.50 922383 3.50
Date wise Increase / Decrease in Share holding during the year 08/04/2016 -53000 0.20 869383 3.30
15/04/2016 1102 0.00 870485 3.31
29/04/2016 21467 0.08 891952 3.39
06/05/2016 78328 0.30 970280 3.68
13/05/2016 4300 0.02 974580 3.70
20/05/2016 -101 0.00 974479 3.70
03/06/2016 -1000 0.00 973479 3.70
10/06/2016 5700 0.02 979179 3.72
17/06/2016 1350 0.01 980529 3.72
24/06/2016 600 0.00 981129 3.73
30/06/2016 25 0.00 981154 3.73
08/07/2016 11500 0.04 992654 3.77
22/07/2016 1000 0.00 993654 3.77
29/07/2016 6000 0.02 999654 3.80
05/08/2016 9600 0.04 1009254 3.83
12/08/2016 575 0.00 1009829 3.84
19/08/2016 15000 0.06 1024829 3.89
26/08/2016 100 0.00 1024929 3.89
02/09/2016 21609 0.08 1046538 3.97
09/09/2016 21595 0.08 1068133 4.06
16/09/2016 10052 0.04 1078185 4.09
30/09/2016 43750 0.17 1121935 4.26
07/10/2016 3140 0.01 1125075 4.27
14/10/2016 300 0.00 1125375 4.27
21/10/2016 1950 0.01 1127325 4.28
28/10/2016 170 0.00 1127495 4.28
04/11/2016 10300 0.04 1137795 4.32
11/11/2016 1300 0.00 1139095 4.33
18/11/2016 100 0.00 1139195 4.33
25/11/2016 1050 0.00 1140245 4.33
02/12/2016 9600 0.04 1149845 4.37
23/12/2016 42 0.00 1149887 4.37
06/01/2017 101 0.00 1149988 4.37
13/01/2017 50 0.00 1150038 4.37
20/01/2017 -66994 0.25 1083044 4.11
27/01/2017 1580 0.01 1084624 4.12
03/02/2017 -149865 0.57 934759 3.55
10/02/2017 -219801 0.83 714958 2.72
11/02/2017 -714958 58.79 0 0.00
17/02/2017 574958 2.18 574958 2.18
24/02/2017 -200000 0.76 374958 1.42
03/03/2017 -255100 0.97 119858 0.46
10/03/2017 -119500 0.45 358 0.00
17/03/2017 -358 0.00 0 0.00
24/03/2017 100 0.00 100 0.00
At the End of the year 31/03/2017 1600 0.01 1700 0.01
4 At the begin-ning of the year IL And FS Secu- rities Services Limited 4/1/2016 0 0.00 0 0.00
Date wise Increase / Decrease in Share holding during the year NIL NIL
At the End of the year 31/03/2017 1054892 4.01 1054892 4.01
5 At the begin- ning of the year SURESHCHANDRA SHAHRA 4/1/2016 826500 3.14 826500 3.14
At the End of the year 31/03/2017 0 0.00 826500 3.14
6 At the begin-ning of the year SAROJ DEVI CH- HABRA 4/1/2016 487470 1.85 487470 1.85
At the End of the year 31/03/2017 0 0.00 487470 1.85
7 At the begin-ning of the year SHRIRAM CREDIT COMPANY LIMITED 4/1/2016 435392 1.65 435392 1.65
Date wise Increase / Decrease in Share holding during the year 07/10/2016 -435392 1.65 0 0.00
At the End of the year 31/03/2017 0 0.00 0 0.00
8 At the begin- ning of the year JASMEET KOUR MALHOTRA 4/1/2016 381052 1.45 381052 1.45
At the End of the year 31/03/2017 0 0.00 381052 1.45
9 At the begin- ning of the year RENU NACHANI 4/1/2016 375000 1.42 375000 1.42
Date wise Increase / Decrease in Share holding during the year 29/07/2016 -15000 0.06 360000 1.37
19/08/2016 -15000 0.06 345000 1.31
02/09/2016 -30000 0.11 315000 1.20
09/09/2016 -10000 0.04 305000 1.16
30/09/2016 -40000 0.15 265000 1.01
28/10/2016 -10000 0.04 255000 0.97
At the End of the year 31/03/2017 0 0.00 255000 0.97
10 At the begin-ning of the year KAMAL NACHANI 4/1/2016 375000 1.42 375000 1.42
At the End of the year 31/03/2017 0 0.00 375000 1.42

* MPSE Securities Limited contain 403700 shares out of which Mr. Manan Jhawar possess399200 shares he belongs to the Promoter Group hence not included in top tenShareholders. Along with it the shares have also been included in the Promoter Group.

ANNEXURE III

POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

1. INTRODUCTION:

KCL Infra Projects Limited (“the Company”) recognizes the importance ofattracting retaining and motivating personnel of high caliber and talent for the purposeof ensuring efficiency and high standard in the conduct of its affairs and achievement ofits goals besides securing the confidence of the shareholders in the sound management ofthe Company.

Section 178 of the Companies Act 2013 and the provisions of Regulation 19 of theListing Regulation with Stock Exchanges require the Nomination and Remuneration Committeeof the Board of Directors of every listed entity among other classes of companies to

- Formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the directors key managerial personnel and other employees.

- Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal

- Carry out evaluation of every director's performance

- Formulate the criteria for evaluation of Independent Directors and the Board

Accordingly in adherence to the above said requirements and in line with the Companyphilosophy towards nurturing its human resources the Nomination and RemunerationCommittee of the Board of Directors of KCL Infra Projects Limited herein below recommendsto the Board of Directors for its adoption the Nomination and Remuneration Policy for thedirectors key managerial personnel and other employees of the Company as set out below:

2. DEFINITIONS:

“Act” means the Companies Act 2013 and Rules framed there under as amendedfrom time to time.

“Board” means Board of Directors of the Company. “Company” means“KCL Infra Projects Limited.” “Directors” means Directors of theCompany.

“Independent Director” means a director referred to in Section 149 (6) of theCompanies Act 2013.

“Key Managerial Personnel” means as may be defined in the Companies Act2013. As per section 2(51) “key managerial personnel” in relation to a companymeans—i. the Chief Executive Officer or the Managing Director or the Manager; ii. theCompany Secretary; iii. the Whole-time Director; iv. the Chief Financial Officer; and v.such other officer as may be prescribed; “Nomination and Remuneration Committee”shall mean a Committee of Board of Directors of the Company constituted in accordancewith the provisions of Section 178 of the Companies Act 2013 and the SEBI (ListingObligations And Disclosure Requirements) Regulation 2015.

“Policy or This Policy” means “Policy for Remuneration of DirectorsKey Managerial Personnel and Senior Employee”.

“Remuneration” means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961.

“Senior Management” mean personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the executive directors including all the functional heads.

“Other employees” means all the employees other than the Directors KMPs andthe Senior Management Personnel.

3. REMUNERATION TO THE DIRECTORS:

The Company strives to provide fair compensation to directors taking intoconsideration industry benchmarksCompany'sperformancevis--vistheindustryresponsibilitiesshoulderedperformance/trackrecordmacroeconomicreview on remuneration packages of heads of other organizations.

The remuneration payable to the directors of the Company shall at all times bedetermined in accordance with the provisions of Companies Act 2013.

4. APPOINTMENT AND REMUNERATION OF MANAGING DIRECTOR AND WHOLE TIME- DIRECTOR:

The terms and conditions of appointment and remuneration payable to a Managing Directorand/or Whole-time Director(s) shall be recommended by the Nomination and RemunerationCommittee to the Board for its approval which shall be subject to approval by shareholdersat the next general meeting of the Company and by the Central Government in case suchappointment is at variance to the conditions specified in Schedule V to the Companies Act2013. Approval of the Central Government is not necessary if the appointment is made inaccordance with the conditions specified in Schedule V to the Act.

In terms of the provisions of Companies Act 2013 the Company may appoint a person asits Managing Director or Whole-time Director for a term not exceeding 3 (years) at a time.The executive directors may be paid remuneration either by way of a monthly payment or ata specified percentage of the net profits of the Company or partly by one way and partlyby the other.

The break-up of the pay scale performance bonus and quantum of perquisites includingemployer's contribution to P.F pension scheme medical expenses club fees etc. shall bedecided and approved by the Board on the recommendation of the Committee and shall bewithin the overall remuneration approved by the shareholders and Central Governmentwherever required.

While recommending the remuneration payable to a Managing/ Whole-time Director theNomination and Remuneration Committee shall inter alia have regard to the followingmatters:

? Financial and operating performance of the Company

? Relationship between remuneration and performance

? Industry/ sector trends for the remuneration paid to executive directorate.

Annual Increments to the Managing/ Whole Time Director(s) shall be within the slabsapproved by the Shareholders. Increments shall be decided by the Nomination andRemuneration Committee at times it desires to do so but preferably on an annual basis.

5. INSURANCE PREMIUM AS PART OF REMUNERATION:

Where any insurance is taken by a Company on behalf of its Managing DirectorWhole-time Director Manager Chief Executive Officer Chief Financial Officer or CompanySecretary for indemnifying any of them against any liability in respect of any negligencedefault misfeasance breach of duty or breach of trust for which they may be guilty inrelation to the company the premium paid on such insurance shall not be treated as partof the remuneration payable to any such personnel.

However if such person is proved to be guilty the premium paid on such insuranceshall be treated as part of the remuneration.

6. REMUNERATION TO INDEPENDENT DIRECTORS:

Independent Directors may receive remuneration by way of :-

? Commission as approved by the Shareholders of the Company.

? Independent Directors shall not be entitled to any stock options.

Based on the recommendation of the Nomination and Remuneration Committee the Board maydecide the sitting fee payable to Independent Directors but the amount of such sittingfees shall not exceed the maximum permissible under the Companies Act 2013.

7. REMUNERATION TO DIRECTORS IN OTHER CAPACITY:

The remuneration payable to the directors including Managing Director or Whole-timeDirector or Manager shall be inclusive of the remuneration payable for the servicesrendered by him/her in any other capacity except the following: a) The services renderedare of a professional nature; and b) In the opinion of the Nomination and RemunerationCommittee the director possesses the requisite qualification for the practice of theprofession.

8. EVALUATION OF THE DIRECTORS:

As members of the Board the performance of the individual Directors as well as theperformance of the entire Board and its Committees is required to be formally evaluatedannually.

Section 178 (2) of the Companies Act 2013 also mandates the Nomination andRemuneration Committee to carry out evaluation of every director's performance.

In developing the methodology to be used for evaluation on the basis of best standardsand methods meeting international parameters the Board / Committee may take the advice ofan independent professional consultant.

9. NOMINATION AND REMUNERATION OF THE KEY MANAGERIAL PERSONNEL (OTHER THANMANAGING/ WHOLE-TIME DIRECTORS) KEY- EXECUTIVES AND SENIOR MANAGEMENT:

The executive management of a company is responsible for the day to day management ofthe Company. The Companies Act 2013 has used the term “Key ManagerialPersonnel” to define the executive management.

The KMPs is the point of first contact between the Company and its stakeholders. Whilethe Board of Directors is responsible for providing the oversight it is the KeyManagerial Personnel and the Senior Management who are responsible for not just layingdown the strategies as well as its implementation.

The Companies Act 2013 has for the first time recognized the concept of Key ManagerialPersonnel.

Among the KMPs the remuneration of the CEO or the Managing Director and the Whole-time Director(s) shall be governed by the Section on Remuneration of the Directors ofthis Policy dealing with “Remuneration of Managing Director and Whole-time-Director”.

Apart from the directors the remuneration of all the other KMPs such as the ChiefFinancial Officer Company Secretary or any other officer that may be prescribed under thestatute from time to time; and “Senior Management” of the Company defined in theListing Regulation shall be determined by the Key Managerial Personnel/s of the Companyin consultation with the Managing Director and/ or the Whole-time Director Finance.

The remuneration determined for all the above said senior personnel shall be in linewith the Company's philosophy to provide fair compensation to key - executive officersbased on their performance and contribution to the Company and to provide incentives thatattract and retain key executives instill a long-term commitment to the Company anddevelop a pride and sense of Company ownership all in a manner consistent withshareholder interests.

The break-up of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses etc. shall be decided by theCompany's Key Managerial Personnel/s.

Decisions on Annual Increments of the Senior Personnel shall be decided by the HumanResources Department in consultation with the Managing Director and/ or the Whole-timeDirector Finance of the Company.

10. REMUNERATION OF OTHER EMPLOYEES:

Apart from the Directors KMPs and Senior Management the remuneration for rest of theemployees is determined on the basis of the role and position of the individual employeeincluding professional experience responsibility job complexity and local marketconditions.

The Company considers it essential to incentivize the workforce to ensure adequate andreasonable compensation to the staff. The Key Managerial Personnel/s shall ensure that thelevel of remuneration motivates and rewards high performers who perform according to setexpectations for the individual in question.

The various remuneration components basic salary allowances perquisites etc. may becombined to ensure an appropriate and balanced remuneration package.

The annual increments to the remuneration paid to the employees shall be determinedbased on the annual appraisal carried out by the HODs of various departments.

Decisions on Annual Increments shall be made on the basis of this annual appraisal.

11. REVIEW AND AMENDMENT:

Any or all the provisions of this Policy would be subject to the revision/ amendment inthe Companies Act 2013 related rules and regulations guidelines and the ListingRegulation on the subject as may be notified from time to time. Any such amendment shallautomatically have the effect of amending this Policy without the need of any approval bythe Nomination and Remuneration Committee and/ or the Board of Directors.

ANNEXURE IV TO BOARD'S REPORT

Information Pursuant To Section 197(12) Of the Companies Act 2013 Read With Rule 5 (1)Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

1. Ratio of the remuneration of each Director to median remuneration of the employeesof the Company for the financial year ended 31st March 2017 :

Name of the Directors Ratio of Director's Remuneration to the median remuneration of the employees of the Company for the Financial Year
Mohan Jhawar 24.31
Sunny Khande 3.89

(2) The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the financial year :

Name of the Directors/KMP Percentage increase in Remuneration in the Financial Year
Mohan Jhawar 33.33%
Tareen Mehta 0.00%
Sunny Khande NIL
Nitisha Pareek 0.00%

(3) The percentage increase in the median remuneration of the employees in thefinancial year amounts to 80.02 %. (4) The number of permanent employees on the rolls ofthe company as on March 31st 2017 is 13.

(5) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration : Averageincrease in Managerial Remuneration was 52.50%. For employees of KCL Infra ProjectsLimited the average increase was 64%. The average increase in Managerial Remuneration wasdue to appointment of key managerial personnel in the previous year.

Salary has been taken as actual to make the figures comparable.

(6) There is no variable component of remuneration which was availed by company todirectors. (7) Remuneration is as per the remuneration policy of the company

ANNEXURE V

FORM NO. AOC 2

PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIESREFERRED TO IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT 2013 INCLUDING CERTAINARMS LENGTH TRANSACTIONS UNDER THIRD PROVISO THERETO

PURSUANT TO CLAUSE H OF SUB SECTION 3 OF SECTION 134 OF THE ACT AND RULE 8 2 OF THECOMPANIES ACCOUNTS RULES 2014

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTHBASIS

(a) Name(s) of the related party and nature of relationship -NA (b) Nature ofcontracts/arrangements/transactions -NA (c) Duration of thecontracts/arrangements/transactions -NA

(d) Salient terms of the contracts or arrangements or transactions including the valueif any -NA (e) Justification for entering into such contracts or arrangements ortransactions -NA

(f) Date(s) of approval by the Board -NA (g) Amount paid as advances if any: -NA

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188 -NA

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM'S LENGTHBASIS

(a) Name(s) of the related party and nature of relationship

Name of the related party Nature of relationship
Mohan Jhawar Managing Director

(b) Nature of contracts/arrangements/transactions

S. No. Name Of Related Party Nature Of Relationship Nature Of Transaction
1. Mohan Jhawar Managing Director Transfer of Irrecoverable debt

(c) Duration of the contracts/arrangements/transactions

* The duration for which the agreement remained in force was that of 1 Day.

(d) Salient terms of the contracts or arrangements or transactions including the valueif any:

* Terms of the Contract conform to the prevailing market rates and all the care hasbeen taken into consideration for ensuring reasonability of prices as compared to theprevailing rates in the market better quality products and timely supplies.

(e) Date(s) of approval by the Board if any:

* The agreement was approved by the Board in the Board Meeting held on 27th January2017 (f) Amount paid as advances if any:

* No amount has been paid by the Company to Mr. Mohan Jhawar as advance.

3. THE DETAILS OF ALL RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18 HAVEBEEN DISCLOSED

IN NOTES TO ACCOUNTS OF FINANCIAL STATEMENT.

For and on behalf of
FOR KCL INFRA PROJECTS LIMITED
Sd/-
Date: 26th August 2017 MOHAN JHAWAR
Managing Director
Place: Indore
[DIN:00495473]