The Members of
Kridhan Infra Limited
Your Directors present their 14th Annual Report together with the Audited FinancialStatements of the Company for the year ended March 31 2020.
(Rs. In Lacs)
|Particulars ||Standalone Year ended ||Consolidated Year ended |
| ||31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Total Income ||2117 ||6245 ||2161 ||74132 |
|Depreciation ||68 ||78 ||93 ||3695 |
|Profit/(loss) Before Tax after exceptional items ||-1211 ||-15286 ||-971 ||-26852 |
|Provision for Taxation ||5 ||-26 ||6 ||-55 |
|Appropriation: || || || || |
|Profit/(loss)After Tax ||-1216 ||-15260 ||-2502 ||-28688 |
|Attributable to: || || || || |
|Shareholders of the Company ||-1216 ||-15260 ||-2502 ||-28314 |
|Non-controlling interests || || || ||-374 |
|Opening balance of retained earnings ||-14822 ||627 ||-3011 ||25303 |
|Adjustment with other equity || ||- || ||- |
|Amount available for appropriation ||-16038 ||-14633 ||-5513 ||-3385 |
|Balance to profit/(loss)b/f || || || || |
|Transfer to: || || || || |
|Dividend and Dividend Distribution Tax ||0 ||189 ||0 ||0 |
|Minority Interest || ||- || ||-374 |
|Balance carried to Balance Sheet ||-16038 ||-14822 ||-5513 ||-3011 |
1. Financial Operations & State of Affairs of the Company
During the year under review total income of the Company was contracted for the yearended March 31 2020 to Rs 2117 lakhs as against Rs. 6245 lakhs achieved during theprevious year.
Even though the Company's income was reduced in view of the better margin and controlon cost loss before tax for the year was decreased to Rs. 1211 lakhs as against Rs.15285 lakhs in the previous year registering decrease in losses.
Your Directors assure to reduce and accelerate the growth momentum in coming years andstrive for bright future for your Company.
2. COVID-19 and Cyclone Nisarga
In the last month of the financial year 2019-20 the COVID-19 started spreading rapidlywhich prompted WHO to declare it a Global Pandemic. It was global crisis forcinggovernments to enforce complete lockdowns in whole Country. Except essential servicesall other economic activity was stopped. The lockdown was enforced in majority ofcountries in the world in order to stop it spread further.
In view of the same the functioning of the Company were stopped during the periodMarch 20 2020 to April 04 2020 as employees were not available. During the period fromApril 2020 to June2020 the Company was working with controlled Manpower capacityconsidering the safety of employees and guidelines issued by authorities from time totime.
As health and safety of our employees business partners and customers is of utmostpriority to the Company the Company has taken necessary precautions like sanitizationproviding masks hand sanitizersdisinfectants and temperature checks for staff andessential visitors at all our facilities. The Company has obtained relevant approvals fromlocal government authorities and ensured compliance with safety norms.
Further the Company has provided IT infrastructure & connectivity to most of staffengaged in activities/ department other than manufacturing to efficiently enable them to'Work from Home' and minimize the spread of COVID.
The Government has started giving relaxation in restriction imposed due to lock downimposed in view of COVID-19 and situation is slowly normalising. There are uncertaintiesdue to the pandemic and reversal of the positive momentum gained in the last quarter ofFY2020.
3. Change in the nature of business if any:
The Company is engaged in the business of steel and steel products manufacturing. Therehas been no change in the business of the Company during the financial year ended March31 2020.
In view of the losses incurred your Directors do not recommend any dividend for theyear.
5. Transfer to Reserves
During the financial year 2019-20the Company has not transferred any amount to anyreserve.
6. Details of the Companies which have become or ceased to be its Subsidiaries JointVentures or Associate Companies during the year:
Due to slowdown in the economy and liquidity crunch in Singapore the subsidiary of theCompany namely Ready Made Steel Singapore Pte. Ltd. is under liquidation process and itsstep down subsidiary KH Foges Pte. Ltd. is under restructuring process. Hence due tonon-availability of the figures for the year ended 31st March 2020 the same have notbeen considered for the purpose of the consolidated financial results. Accordingly theConsolidated figures for the year ended 31st March 2020 includes only the Indiansubsidiary's figures and are not comparable with the previous years' figures. As a matterof prudence the Company has already impaired its investments and loans outstanding inthe said subsidiary Readymade Steel Singapore Pte. Ltd. in its standalone financials. Inview of the same there will be no material impact of the said liquidation on thefinancials of the Company.
Consequently the consolidated figures for the year ended March 31 2020 consists ofone subsidiary viz. Kridhan Infra Solutions Private Ltd and one Associate Company viz.Vijay Nirman Company (P) Ltd.
As required pursuant to first proviso to sub section (3) of section 129 read with Rule5 of Companies (Accounts)Rules 2014 Form AOC-1 forms part of this report appended asAnnexure A.
Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company including consolidated financial statements along with relevant documentsand separate audited financial statement in respect of subsidiary are available on thewebsite of the Company at www.kridhan.com
7. Directors and Key Managerial Personnel
As on the date of this Report your Company has 6 (Six) Directors consisting of 5(Five) Independent Directors including 1 (One) Independent Woman Director and 1 (one)Executive Director.
The details of Directors or Key Managerial Personnel who were appointed or haveresigned during the year are as follows:
a. Mr. Madhav Deshpande (DIN: 01537794) was appointed as an Additional IndependentNonExecutive Director w.e.f. August 14 2020 for a period of five years i.e. upto August13 2025 subject to the approval of the Members of the Company in the ensuing AGM u/s 149160 and 161 of the Act.
b. Ms. Jyoti Gade Company Secretary & Compliance Officer of the Company hadresigned from the Company w.e.f. September 10 2019 for better future prospects.
c. Mrs. Nikita Dahat was appointed as the Company Secretary & Compliance Officerof the Company w.e.f. March 17 2020 and had resigned w.e.f 25th August 2020 for betterfuture prospects.
The Company has received declarations from all the Independent Directors of the Companypursuant to the provisions of Section 149(7) of the Act stating that they meet thecriteria of independence as provided under the Act and the Listing Regulations and thatthey are not disqualified to become Directors under the Act; and in the opinion of theBoard of Directors all the Independent Directors fulfill the criteria of independence asprovided under the Act read with the Listing Regulations and that they are independent ofthe Management.Further at the time of the appointment of an Independent Director theCompany issues a formal letter of appointment outlining his role function duties andresponsibilities. The format of the letter of appointment is available on our websiteatwww.kridhan.com
Brief resume and other details of the Director proposed to be appointed andre-appointed as stipulated under the Listing Regulations and Secretarial Standard-2 hasbeen furnished separately in the Notice convening the AGM read with the Annexure theretoforming part of this Report.Details of the number of meetings of the Board of Directorsand Committees and attendance at the meetings have been furnished in the Report onCorporate Governance.
8. Board Evaluation:
The Board of Directors is committed to continued improvement in its effectiveness.Accordingly formal evaluation of Board's it's Committee and Directors performance iscarried out annually. This has been designed to ensure amongst other things that theBoard its Committees and each Director continue to contribute effectively.
As per Section 134(3)(p) of the Act a statement indicating the manner in which formalannual evaluation was made by the Board of their performance and that of its Committeesand individual Directors has to be furnished to the Members as part of the Board'sReport.
As per provisions of Section 178(2) of the Act Nomination and Remuneration Committeeshall specify the manner for effective evaluation of performance of Board its Committeesand individual Directors to be carried out. Further the Independent Directors as part oftheir mandate under Schedule IV of the Act need to make an evaluation of performance ofthe Board it's Committee and constituents of the Board a part from their self-evaluation.Under this process a structured questionnaire is prepared after taking into considerationinputs received from the Directors setting out parameters of evaluation; thequestionnaire for evaluation are to be filled in consolidated and discussed with theChairman. The evaluation by the Independent Directors has been undertaken at their meetingheld on February 14 2020. The Board of Directors undertook evaluation of IndependentDirectors at their meeting held on February 14 2020 and placed on its record that theIndependent Directors have the requisite qualification expertise and track record forperforming their duties as envisaged under the Law and they add value in the decisionmaking process of the Board.
The criteria for evaluation of performance of Directors the Board as a whole and theBoard's Committee as specified by Nomination and Remuneration Committee was done.
9. Board Familiarization Program:
At the time of appointment of Independent Director through the induction processhe/she is familiarized with the Company the Director's roles rights and responsibilitiesin the Company nature of the industry in which the Company operates business model ofthe Company etc. Detailed presentations are made before the Board Members at the BoardMeetings covering various areas including business strategyfinancial performance andforecast compliances/regulatory updates audit reports risk assessment and mitigationindustry roles rights responsibilities of Independent Directors etc. TheFamiliarization Program aims to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. All Independent Directors attended the orientation and familiarizationprograms held during the financial year 2019-20.
The details of training and familiarization programs are available on our websiteatwww.kridhan.com
10. Policy on the Directors' appointment and remuneration:
The Company's Policy on the Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatters as provided under section178 of the Act is available at http://www.kridhan.com/kridhan_invest_policy_code_of_conduct_ directors.php.
11. Number of meetings of the Board of Directors:
The Board of Directors met 5 (Five) times during the
Financial Year under review. The intervening gap between any two meetings was not morethan 120 days as prescribed under the Act. Details of the dates of Board Meetings and theattendance of the Directors at the Board Meetings are provided separately in the Report onCorporate Governance.
12. Committees of the Board:
As on March 31 2020 the Board had three Committees namely Audit CommitteeNomination and Remuneration Committee and Stakeholder's Relationship Committee. TheComposition of all the Committees is in line with the requirement of the Act and theListing Regulations. During the year all the recommendations made by the Committees wereapproved by the Board.
A detailed note on the composition of the Audit Committee Nomination and RemunerationCommittee Stakeholder's Relationship Committee is provided separately in the Report onCorporate Governance.
13. Corporate Social Responsibility (CSR)
In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to conduct CSRactivities.
14. Vigil Mechanism:
The Company has a 'Whistle Blower Policy'/'Vigil Mechanism' in place. The objective ofthe Vigil Mechanismis to provide the employees Directors customers contractors andother stakeholders of the Company an impartial and fair avenue to raise concerns and seektheir redressal in line with the Company's commitment to the highest possible standardsof ethical moral and legal business conduct and fair dealings with all its stakeholdersand constituents and its commitment to open communication channels. The Company is alsocommitted to provide requisite safeguards for the protection of the persons who raise suchconcerns from reprisals or victimization for whistle blowing in good faith. The Board ofDirectors affirms and confirms that no personnel have been denied access to the AuditCommittee. The Policy contains the provision for direct access to the Chairman of theAudit Committee in appropriate or exceptional cases.
Vigil Mechanism cum Whistle Blower Policy is available on the Company's websiteat:http://www.kridhan.com/ kridhan_invest_policy_whistle_blower.php
15. Audit Reports:
a) Statutory Audit Report:
The financial statements of the Company have been prepared in accordance with IndianAccounting Standards (Ind AS) notified under section 133 of the Act. The Company hasreceived an unmodified opinion in the Auditors' Report for the financial year 2019-20.
b) Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. RinkeshGala & AssociatesPracticing Company Secretaries to undertake the Secretarial Auditof the Company for the financial year 2019-20 and issue Secretarial Audit Report.Secretarial Audit Report issued by M/s. Rinkesh Gala & Associates for the financialyear 2019-20 in Form MR-3 forms part of this report and annexed here to as Annexure B.
The Secretarial Auditor has qualified the Secretarial Audit Report dated December 22020. The observations of the Secretarial Auditors and the reply of the Management for thesame areas under:
|Sr. Secretarial Auditors' No Observation ||Reply from the Management |
|1. The Company was required to submit the Annual Audited Financial Results for the fourth quarter and year ended March 31 2019 within 30 minutes of the Board Meeting dated May 29 2019.However the Company submitted the same on August 16 2019. ||The Company had informed the Stock Exchanges the reason for delay in submitting the Financial Results and has paid the requisite fees. |
|2. The Company was required to submit report on corporate governance for the fourth quarter ended March 31 2019 on or before April 15 2019. However the Company submitted the same on April 16 2019. ||The Company Secretary faced some technical error while uploading the Corporate Governance report resulting in one day delay. |
|3. The Company has appointed Ms. Rajeshree Indradev Mishra as Chief Financial Officer on April 20 2019 by passing circular resolution. Howeverasper the provisions of the Companies Act and Secretarial Standards-1 Company cannot appoint Key Managerial Personnel by Circulation. ||The Company shall take extra care on such matters henceforth. |
|4. The Company is required to fill intermittent vacancy of a company secretary within a period of six months from the date of such vacancy. However during the year under review the Company has appointed Ms. Nikita Dahat as Company Secretary after the period of Six months from the date of resignation of Ms. Jyoti Gade. ||The Company was not able to find a suitable candidate for the Company Secretary role. Hence finalized and did the appointment of Ms Nikita Dahat on fast track. |
|5. The Company has appointed SSSD & Co. Chartered Accountants as Internal Auditor of the Company for FY 2019-20. However the same was not intimated to ROC in Form MGT-14 and the Company is in process of filing the same with ROC. ||The Company is in process of filing the same with ROC. |
a) Statutory Auditors:
On the recommendation of the Audit Committee and the Board the Members in their 13thAGM had appointed M/s. B. R. Kotecha & Co. Chartered Accountants Mumbai (FirmRegistration No:105283W) as the Statutory Auditors of the Company for a period of fiveconsecutive financial years from the conclusion of the 13th AGM of the Company till theconclusion of the 18th AGM to be held for the financial year 2023-24.
b) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and on the basis of therecommendation of Audit Committee the Board in their meeting held on July 30 2020 hasappointed M/s. Rinkesh Gala & Associates Practicing Company Secretaries (ACS: 42486and C.P. No.: 20128) to undertake the Secretarial Audit of the Company for the financialyear 2020-21 and issue Secretarial Audit Report as required under the Act.
c) Internal Auditors:
Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies(Accounts) Rules2014 and on the basis of the recommendation of Audit Committee the Boardof Directors in their meeting held on July 30 2020 had appointed M/s. U. B. Lakhani &Co.Chartered Accountants (FRN: 031867) as the Internal Auditors of the Company for thefinancial year 2020-21.
16. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The particulars as required under the provisions of Section134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
A. Conservation of Energy:
a) the steps taken or impact on conservation of energy: NA
b) the steps taken by the company for utilizing alternate sources of energy: NA
c) the capital investment on energy conservation equipments: NA
B. Technology Absorption:
a) the efforts made towards technology absorption: NA
b) the benefits derived like product improvement cost reduction product developmentor import substitution: NA
c) in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): NA
> the details of technology imported;
> the year of import;
> whether the technology has been fully absorbed;
> if not fully absorbed areas where absorption has not taken place and the reasonsthereof; and
> the expenditure incurred on Research and Development.
C. Foreign Exchange Earnings and Outgo:
In accordance with the provisions of Section 134(3) (m) of the Companies Act 2013read with the Rule 5 of the Companies (Accounts) Rules 2014 the information relating toforeign exchange earnings and outgo is provided under:
(Amount in Rs. lakhs)
|Sr. Particulars No. ||2019-20 ||2018-19 |
|1. Foreign Exchange Earnings ||NIL ||25.62 |
|2. Foreign Exchange Outgo ||247.94 ||641.60 |
17. Particulars of Employees
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
The information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014relating to median employee's remuneration is made available at the corporate office ofthe Company during working hours for a period of twenty-one (21) days before the date ofthe meeting.
18. Extract of Annual Return
As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act 2013 theextract of annual return in Form MGT-9 is available on the website of the Company atwww.kridhan.com
19. Share Capital
The paid up Equity Share Capital as at March 312020 stood at ' 18.96 crores. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 312020 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.
20. Management Discussion and Analysis Report
In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportwhich gives a detailed account of state of affairs of the Company's operations forms partof this Annual Report.
21. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2020 the Board ofDirectors hereby confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures whereverapplicable;
b) such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31 2020 and of thelosses of the Company for the year ended on that date;
c) proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts of the Company have been prepared on a going concern basis;
e) internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
22. Particulars of Contracts and Arrangements with Related Parties
Your Company has formulated a policy on Related Party Transactions including policy fordetermining material subsidiaries and on materiality of related party transactions whichare available on the Company's website and is accessible at the link: http://www.kridhan.com/kridhan_invest_policy_related_party_ transactions.php-.
All contracts/ arrangements/ transactions entered by the Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis.
During the year under review the Company has not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions.Accordingly particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 along with the justification for entering intosuch contract or arrangement in Form AOC-2 does not form part of the report. However theDirectors draw attention of the members to the Standalone Financial Statement which setsout related party disclosures.
23. Particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013
Particulars of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 form part of the Notes to the StandaloneFinancial Statements.
24. Internal Financial Controls with reference to the Financial Statement:
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control systems including internal financialcontrols are commensurate with the natureof its business and the size and complexity ofits operations and the same are adequate and operating effectively. These systems areperiodically tested and no reportable material weakness in the design or operation wasobserved. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol system including internal financial controls.
25. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:
Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has complied with the applicableprovisions of the aforesaid Act including constitution of the Internal ComplaintsCommittee. The Company has in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary and trainees) arecovered under this Policy. The Policy is gender neutral. We are pleased to inform you thatno complaints pertaining to sexual harassment were received during the Financial Year2019-20. The policy can be accessed on the website of the Company at the linkhttp://www.kridhan.com/kridhan_invest_policy_ sexual_harassment.php
26. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standards issued by TheInstitute of Company Secretaries of India and notified by the Central Government.
27. Cost Records:
As per Section 148(1) of the Act read with the Companies (Cost Records and Audit)Rules 2014 the maintenance of cost records is not mandated for the products manufacturedby the Company.
28. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no events/instances/transactions occurred on these itemsduring the year under review:
a) Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report;
b) Details relating to deposits covered under Chapter V of the Act;
c) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Act);
d) Significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future; and
e) Details in respect of frauds reported by the Auditors under section 143(12) otherthan those which are reportable to the Central Government as there were no such fraudsreported by the Auditors.
Your Board wish to place on record their appreciation and acknowledge with gratitudethe support and cooperationextended by the Government Authorities Bankers CustomersEmployees and Members duringthe year under review and look forward to their continuedsupport.
|For and on behalf of the Board of Directors ||Kridhan Infra Limited |
|Date: December 2 2020 ||Anil Agrawal |
|Place: Mumbai ||Chairman & Managing Director |
| ||DIN:00360114 |