The Members of Kridhan Infra Limited
Your Directors present their 16th Annual Report together with theAudited Financial Statements of the Company for the year ended March 31 2022.
(Rs. In Lacs)
|Particulars ||Standalone Year ended ||Consolidated Year ended |
| ||31.03.2022 ||31.03.2021 ||31.03.2022 ||31.03.2021 |
|Total Income ||1806 ||2897 ||1857 ||2922 |
|Depreciation ||254 ||78 ||269 ||98 |
|Profit/(loss) Before Tax after exceptional items ||(40523) ||(767) ||(39955) ||(809) |
|Provision for Taxation ||- ||- || || |
|Appropriation: || || || || |
|Profit/(loss)After Tax ||(40418) ||(774) ||(41330) ||(2227) |
|Attributable to: || || || || |
|Shareholders of the Company ||(40418) ||(774) ||(41330) ||(2227) |
|Non-controlling interests || || || || |
|Opening balance of retained earnings ||(15826) ||(15052) ||(18291) ||(16061) |
|Adjustment with other equity || || || || |
|Amount available for appropriation ||(56245) ||(15826) ||(59621) ||(18291) |
|Balance to profit/(loss) b/f || || || || |
|Transfer to: || || || || |
|Dividend and Dividend Distribution Tax ||- ||- || ||- |
|Minority Interest || || || || |
|Balance carried to Balance Sheet ||(56245) ||(15826) ||(59621) || |
1. Financial Operations & State of Affairs of the Company
During the year under review the total income of the Company decreasedfor the year ended March 31 2022 to Rs. 1806 lakhs from Rs. 2897 lakhs achieved duringthe previous year.
The Company's loss for year ended March 31 2022 stood at 40418 Lakhs.The same is on account of provision for trade receivables impairment of Property Plant& Equipment Investments Loans & Advances and invocation of corporate guarantees.
The accumulated losses incurred in the past years have resulted inerosion of Company's networth. The management has submitted its plan for settlement of itsoutstanding due with its lenders for long term viable solution which is underconsideration. The management is of the opinion that subject to approval of its settlementproposal by its lenders and cost reduction measures the Company will be able to earnprofit over next few years and may be in a position to repay the outstanding borrowings.
2. Impact of COVID-19
The year started amidst ongoing nationwide lockdown in India withrestrictions on movement of goods and people. The Company and the entire real estatesector in India was grasping through lockdown and complete halt of activity.
The situation however has started improving in a phased manner. Theeconomic growth indicators in the last few months have been recording a gradualimprovement. However there are many challenges for the Indian economy. The manufacturingsector is struggling with high raw material / labour costs and rising interest rates.Domestic consumption demand is showing a marginal improvement.
Besides this no material changes and commitments have occurred afterthe close of the year till the close of this Report which affects the financial positionof the Company.
3. Change in the nature of business if any:
The Company is engaged in Engineering and Construction (E&C)business.
In view of the continued losses being incurred your Directors do notrecommend any dividend for the year.
5. Transfer to Reserves
During the financial year 2021-22 the Company has not transferred anyamount to any reserve.
6. Details of the Companies which have become or ceased to be itsSubsidiaries Joint Ventures or Associate Companies during the year:
As informed during the last financial year 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 judicial management. Hence the figuresfor the year ended 31st March 2022 are not available. The financials of one AssociateCompany viz. Vijay Nirman Company (P) Ltd. are also not available. Hence due to nonavailability of the figures the same have not been considered for the purpose of theconsolidated financial results. Accordingly the Consolidated figures for the year ended31st March 2022 includes only the Indian subsidiary's figures and are not comparable withthe previous years' figures. As a matter of prudence the Company has already impairedits investments and loans outstanding in the said overseas subsidiary Readymade SteelSingapore Pte. Ltd. in its standalone financials. In view of the same there will be nomaterial impact of the said liquidation on the financials of the Company.
Consequently the consolidated figures for the year ended March 312022 consists of one subsidiary viz. Kridhan Infra Solutions Private Ltd.
As required pursuant to first proviso to sub section (3) of section 129read with Rule 5 of Companies (Accounts)Rules 2014 Form AOC-1 forms part of this reportappended as Annexure A.
Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company including consolidated financial statements along withrelevant documents and separate audited financial statement in respect of subsidiary areavailable on the website 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) Directorsconsisting of 5 (Five) Independent Directors including 1 (One) Independent Woman Directorand 1 (one) Executive Director.
The details of Directors or Key Managerial Personnel who were appointedor have resigned during the year are as follows:
a. Mr. Gautam Joginderlal Suri (DIN: 08180233) was appointed as anAdditional Independent Non-Executive Director w.e.f. December 31st 2021 for a period offive years.
b. Ms. Neha Shah Company Secretary & Compliance Officer of theCompany had resigned from the Company w.e.f. March 31 2022 for better future prospects.
1. Mr. Priyank Anup Jain Company Secretary & Compliance Officerwas appointed as the Company Secretary & Compliance Officer of the Company w.e.f. June01 2022.
2. Mrs. Rajeshree Mishra Chief Financia l Officer of the
Company had resigned from the Company w.e.f. June 30th 2022 forbetter future prospects.
The Company has received declarations from all the IndependentDirectors of the Company pursuant to the provisions of Section 149(7) of the Act statingthat they meet the criteria of independence as provided under the Act and the ListingRegulations and that they are not disqualified to become Directors under the Act; and inthe opinion of the Board of Directors all the Independent Directors fulfill the criteriaof independence as provided under the Act read with the Listing Regulations and that theyare independent of the Management. Further at the time of the appointment of anIndependent Director the Company issues a formal letter of appointment outlining hisrole function duties and responsibilities. The format of the letter of appointment isavailable on our website atwww.kridhan.com
Brief resume and other details of the Director proposed to be appointedand re-appointed as stipulated under the Listing Regulations and Secretarial Standard-2has been furnished separately in the Notice convening the AGM read with the Annexurethereto forming part of this Report. Details of the number of meetings of the Board ofDirectors and Committees and attendance at the meetings have been furnished in the Reporton Corporate Governance.
8. Board Evaluation:
The Board of Directors is committed to continued improvement in itseffectiveness. Accordingly formal evaluation of Board's it's Committee and Directorsperformance is carried out annually. This was designed to ensure amongst other thingsthat the Board its Committees and each Director continue to contribute effectively.
As per Section 134(3)(p) of the Act a statement indicating the mannerin which formal annual evaluation was made by the Board of their performance and that ofits Committees and individual Directors has to be furnished to the Members as part of theBoard's Report.
As per provisions of Section 178(2) of the Act Nomination andRemuneration Committee shall specify the manner for effective evaluation of performance ofBoard its Committees and individual Directors to be carried out. Further the IndependentDirectors as part of their mandate under Schedule IV of the Act need to make anevaluation of performance of the Board it's Committee and constituents of the Board apartfrom their self-evaluation. Under this process a structured questionnaire was preparedafter taking into consideration inputs received from the Directors setting out parametersof evaluation; the questionnaire for evaluation are to be filled in consolidated anddiscussed with the Chairman. The evaluation by the Independent Directors has beenundertaken at their meeting held on February 14 2022. The Board of Directors undertookevaluation of Independent Directors at their meeting held on February 14 2022 and placedon its record that the Independent Directors have the requisite qualification expertiseand track record for performing their duties as envisaged under the Law and they addvalue in the decision making process of the Board.
The criteria for evaluation of performance of Directors the Board as awhole and the Board's Committee as specified by Nomination and Remuneration Committee wasdone.
9. Board Familiarization Program:
At the time of appointment of Independent Director through theinduction process he/she is familiarized with the Company the Director's roles rightsand responsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. Detailed presentations are made before the BoardMembers at the Board Meetings covering various areas including business strategyfinancial performance and forecast compliances/ regulatory updates audit reports riskassessment and mitigation industry roles rights responsibilities of IndependentDirectors etc. The Familiarization Program aims to provide insights into the Company toenable the Independent Directors to understand its business in depth and contributesignificantly to the Company. All Independent Directors attended the orientation andfamiliarization programs held during the financial year 2021-22.
The details of training and familiarization programs are available onour website atwww.kridhan.com
10. Policy on the Directors' appointment and remuneration:
The Company's Policy on the Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence ofDirectors and other matters as provided under section 178 of the Act is available athttp://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 Yearunder review. The intervening gap between any two meetings was not more than 120 days asprescribed under the Act. Details of the dates of Board Meetings and the attendance of theDirectors at the Board Meetings are provided separately in the Report on CorporateGovernance.
12. Committees of the Board:
As on March 31 2022 the Board had three Committees namely AuditCommittee Nomination and Remuneration Committee and Stakeholder's Relationship Committee.The Composition 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 Nominationand Remuneration Committee Stakeholder's Relationship Committee is provided separately inthe Report on Corporate Governance.
13. Corporate Social Responsibility (CSR)
In line with the provisions of the Companies Act 2013 and the rulesframed there under with respect to the Corporate Social Responsibility (CSR) your companyis not governed by the provisions of Section 135 of the Companies Act 2013 and Companies(Corporate Social Responsibility Policy) Rules 2014. So the Company is not required toconduct CSR activities.
14. Vigil Mechanism:
The Company has a 'Whistle Blower Policy'/'Vigil Mechanism' in place.The objective of the Vigil Mechanism is to provide the employees Directors customerscontractors and other stakeholders of the Company an impartial and fair avenue to raiseconcerns and seek their redressal in line with the Company's commitment to the highestpossible standards of ethical moral and legal business conduct and fair dealings with allits stakeholders and constituents and its commitment to open communication channels. TheCompany is also committed to provide requisite safeguards for the protection of thepersons who raise such concerns from reprisals or victimization for whistle blowing ingood faith. The Board of Directors affirms and confirms that no personnel have been deniedaccess to the Audit Committee. The Policy contains the provision for direct access to theChairman of the Audit Committee in appropriate or exceptional cases.
Vigil Mechanism cum Whistle Blower Policy is available on the Company'swebsite at: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 inaccordance with Indian Accounting Standards (Ind AS) notified under section 133 of theAct. The Company has received an unmodified opinion in the Auditors' Report for thefinancial year 2021-22.
b) Secretarial Audit Report:
Secretarial Audit Report issued by M/s. N. Bagaria & Associates forthe financial year 2021-22 in Form MR-3 forms part of this report and annexed hereto asAnnexure B.
The Secretarial Auditor has qualified the Secretarial Audit Reportdated September 1 2022. The observations of the Secretarial Auditors and the reply of theManagement for the same are as under:
|Sr. No Secretarial Auditors' Observation ||Reply from the Management |
|1. The Company was required to appoint Company Secretary and Compliance Officer upon resignation of Ms. Neha Shah on 31/03/2022. However MD - Mr. Anil Agrawal was appointed as Compliance Officer of the Company for the time being till new CS was not appointed Further the appointment of Mr. Priyank Jain as Company Secretary and Compliance officer was done on 01/06/2022. ||Due to ongoing Covid-19 pandemic the Company was facing issues of joining by the candidates. Hence the Company was unable to find the suitable Candidate for the Appointment of Company Secretary and Compliance Officer immediately. We had also finalized a candidate who was about to join in the month of April 2022 but could not join on time due to health issues. The Company after much effort appointed Company Secretary and Compliance Officer w.e.f 01.06.2022. |
a) Statutory Auditors:
M/s Bagaria & Co. LLP - Chartered Accountants having FRN No.113447W were appointed as the Statutory Auditor of the Company for a term of 5 (five)consecutive years at the 15th AGM held on 30th September 2022. The Company has receivedconfirmation from them to the effect that they are not disqualified from continuing asAuditors of the Company. The Notes on financial statement referred to in the StatutoryAuditors' Report are self-explanatory and do not call for any further comments. TheStatutory Auditors' Report on the standalone and consolidated financial statements of theCompany for the Financial Year ended 31st March 2022 forms part of this Annual Reportand does not contain any qualification reservation or adverse remark.
b) Secretarial Auditors:
As required under provisions of the Section 204 of the Companies Act2013 the report in respect of the Secretarial Audit carried out by M/s N. Bagaria &Associates Practicing Company Secrtaries in Form MR 3 for FY 2021-22 forms part to thesereport marked as Annexure-B.
c) Internal Auditors:
The Company has an in house Internal Audit (IA) function. To maintainits objectivity and independence the IA function reports to the Chairman of the AuditCommittee of the Board. The IA department evaluated deficacy and adequacy of the InternalControl Systems its compliance with the operating systems and the policies of the Companyand Accounting procedures at all locations of the Company.
Additionally the Board had appointed M/s. MKPS & Associates.Chartered Accountants as Internal Auditors of the Company in accordance with Section 138of the Companies Act 2013 to have financial control checks and ensure adequatetransparency. The Audit Committee of the Board of Directors periodically reviews the auditplans internal audit reports and adequacy of internal controls in order to ensure thatinternal audit is conducted in a fair manner.
16. Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The particulars as required under the provisions of Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 inrespect of conservation of energy and technology absorption have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview.
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 ofenergy: 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 reductionproduct development or import substitution: NA
c) in case of imported technology (imported during the last three yearsreckoned from the 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 takenplace and the reasons thereof; 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 CompaniesAct 2013 read with the Rule 5 of the Companies (Accounts) Rules 2014 the informationrelating to foreign exchange earnings and outgo is provided under:
(Amount in Rs. lakhs)
|Sr. Particulars No. ||2021-22 ||2020-21 |
|1. Foreign Exchange Earnings ||NIL ||NIL |
|2. Foreign Exchange Outgo ||NIL ||NIL |
17. Particulars of Employees
During the year under review no employee was in receipt ofremuneration exceeding the limits as prescribed under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The information pursuant to Section 197 of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 relating to median employee's remuneration is madeavailable at the corporate office of the Company during working hours for a period oftwenty-one (21) days before the date of the meeting.
18. Extract of Annual Return
As provided under Section 92(3) and Section 134 (3) (a) of theCompanies Act 2013 the extract of annual return in Form MGT-9 is available on thewebsite of the Company at www.kridhan.com
19. Share Capital
The paid up Equity Share Capital as at March 31 2022 stood at 18.96Crore. During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants. As on March 31 2022 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.
20. Management Discussion and Analysis Report
In terms of Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management Discussion andAnalysis Report which gives a detailed account of state of affairs of the Company'soperations forms part of this Annual Report.
21. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act 2013 in relation tothe audited financial statements of the Company for the year ended March 31 2022 theBoard of Directors hereby confirm that:
a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departureswherever applicable;
b) such accounting policies have been selected and applied consistentlyand the Directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2022 andof the losses of the Company for the year ended on that date;
c) proper and sufficient care was taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts of the Company have been prepared on a goingconcern basis;
e) internal financial controls have been laid down to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively; and
f) proper systems have been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
22. Particulars of Contracts and Arrangements with Related Parties
Your Company has formulated a policy on Related Party Transactionsincluding policy for determining material subsidiaries and on materiality of related partytransactions which are 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 duringthe financial year under review with related parties were in the ordinary course ofbusiness and on an arm's length basis.
During the year under review the Company has not entered into anycontract/ arrangement/ transaction with related parties which could be considered materialin accordance 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 186of the Companies Act 2013
Particulars of loans given investments made guarantees given andsecurities provided under Section 186 of the Companies Act 2013 form part of the Notes tothe Standalone Financial Statements.
24. Internal Financial Controls with reference to the FinancialStatement:
The Company has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.
The Company has in place adequate internal financial controls withreference to financial statements. The Company's internal control systems includinginternal financial controls are commensurate with the nature of its business and the sizeand complexity of its operations and the same are adequate and operating effectively.These systems are periodically tested and no reportable material weakness in the design oroperation was observed. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control system including internal financial controls.
25. Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
Your Company has always believed in providing a safe andharassment-free workplace for every individual working in the Company. The Company hascomplied with the applicable provisions of the aforesaid Act including constitution ofthe Internal Complaints Committee. The Company has in place an Anti-Sexual HarassmentPolicy in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013. Allemployees (permanent contractual temporary and trainees) are covered under this Policy.The Policy is gender neutral. We are pleased to inform you that no complaints pertainingto sexual harassment were received during the Financial Year 2021-22. The policy can beaccessed on the website of the Company at the link http://www.kridhan. com/kridhan investpolicy sexual harassment.php
26. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standardsissued by The Institute of Company Secretaries of India and notified by the CentralGovernment.
27. Cost Records:
As per Section 148(1) of the Act read with the Companies (Cost Recordsand Audit) Rules 2014 the maintenance of cost records is not mandated for the productsmanufactured by the Company.
28. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no events/ instances/transactions occurred onthese items during the year under review:
a) Material changes and commitments if any 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;
b) Details relating to deposits covered under Chapter V of the Act;
c) Voting rights which are not directly exercised by the employees inrespect of shares for the subscription/ purchase of which loan was given by the Company(as there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under section 67(3)(c) of the Act);
d) Significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture; and
e) Details in respect of frauds reported by the Auditors under section143(12) other than those which are reportable to the Central Government as there were nosuch frauds reported by the Auditors.
Your Board wish to place on record their appreciation and acknowledgewith gratitude the support and cooperation extended by the Government AuthoritiesBankers Customers Employees and Members during the year under review and look forward totheir continued support.
|For and on behalf of the Board of Directors |
|Kridhan Infra Limited |
|Date: September 6 2022 Anil Agrawal |
|Place: Mumbai Chairman & Managing Director |
|DIN: 00360114 |