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Kridhan Infra Ltd.

BSE: 533482 Sector: Metals & Mining
NSE: KRIDHANINF ISIN Code: INE524L01026
BSE 00:00 | 27 May 2.42 0.11
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OPEN 2.41
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VOLUME 158759
52-Week high 35.30
52-Week low 1.10
P/E
Mkt Cap.(Rs cr) 23
Buy Price 2.20
Buy Qty 1010.00
Sell Price 2.42
Sell Qty 200.00
OPEN 2.41
CLOSE 2.31
VOLUME 158759
52-Week high 35.30
52-Week low 1.10
P/E
Mkt Cap.(Rs cr) 23
Buy Price 2.20
Buy Qty 1010.00
Sell Price 2.42
Sell Qty 200.00

Kridhan Infra Ltd. (KRIDHANINF) - Director Report

Company director report

To

The Members of Kridhan Infra Limited

Your Directors present their 13th Annual Report together with the Audited FinancialStatements of the Company for the year ended March 312019.

FINANCIAL HIGHLIGHTS

(Rs In Lakhs)

Particulars

Standalone Year ended

Consolidated Year ended

31.03.2019 31.03.2018 31.03.2019 31.03.2018
Total Income 6245 9217 74132 72017
Depreciation 78 84 3695 4082
Profit Before Tax after exceptional items -15286 129 -26852 4393
Provision for Taxation -26 47 -55 479
Appropriation:
Profit After Tax -15260 82 -28688 3950
Attributable to:
Shareholders of the Company -15260 82 -28314 3715
Non-controlling interests - -374 235
Opening balance of retained earnings 627 692 25303 21588
Adjustment with other equity - - - -
Amount available for appropriation -14633 774 -3385 25538
Balance to profit b/f
Transfer to:
Dividend and Dividend Distribution Tax 189 147 - -
Minority Interest - - -374 235
Balance carried to Balance Sheet -14822 627 -3011 25303

1. Financial Operations & State of Affairs of the Company

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 2019.

On Standalone Basis:

Your Company has incurred a net loss before tax of Rs 15286 lakhs for the year ended31st March 2019 as compared to profit of Rs 129 lakhs during the previous year.

Your Company incurred net loss after tax of Rs 15260 lakhs for the year ended 31stMarch 2019 as compared to profit of Rs 82 lakhs during the previous year.

On Consolidated Basis:

On consolidated basis your Company has achieved a net profit of Rs 1766 lakhs beforeexceptional items and tax as compared to Rs 6023 lakhs during the previous year. The lossafter exceptional items and tax is Rs 28688 lakhs during the current year as compared toprofit of Rs 3950 lakhs during the previous year.

2. Dividend

In view of the losses incurred your Directors do not recommend any dividend for theyear.

3. Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Consolidated Financial Statements forms part of this Annual Report and shall alsobe laid before the ensuing Annual General Meeting of the Company. The ConsolidatedFinancial Statements have been prepared in accordance with the Indian Accounting Standards(IND AS) under Section 133 of the Companies Act 2013.

4. Transfer to Reserves

During the financial year 2019-20 the Company has not transferred any amount to anyreserve.

5. 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.

6. Public Deposits

Your Company has not accepted any deposits from the public or its employees during theyear under review.

7. Subsidiaries/ Joint Ventures & Associate Companies

As on March 31 2019 the Company had

A. Two main subsidiaries namely:

a) Readymade Steel Singapore Pte. Ltd. (Singapore)

b) Kridhan Infra Solutions Private Ltd. (India)

B. One 1st level major step down subsidiary namely:

a) KH Foges Pte. Ltd. subsidiary of Readymade Steel Singapore Pte. Ltd. (Singapore)

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company including its subsidiaries &associate companies which is forming part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements have been placed on the website of the Company www.kridhan.com . The Policy for determining materialsubsidiary is uploaded on the website of the Company and can be accessed at the link http://www.kridhan.com/kridhan_invest_policy_determining_material_sub.php. The particulars of Subsidiaries have been given inForm AOC-1 in Annexure I.

8. 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.

Omnibus approval is obtained for the transactions which are foreseen and repetitive innature with Related Parties. A statement of all such related party transactions ispresented before the Audit Committee on a quarterly basis for its review specifying thenature and value of these transactions.

9. Share Capital

The paid up Equity Share Capital as at March 312019 stood at Rs 18.96 crore. 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 312019 none of the Directors of the Company hold instrumentsconvertible into Equity Shares of the Company.

10. 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.

11. Corporate Governance

A report on Corporate Governance along with a certificate from the Practicing CompanySecretary of the Company regarding the compliance conditions of corporate governance asstipulated under Regulation 27(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 forms part of this Annual Report.

12. Directors and Key Managerial Personnel Directors:

The current policy is an appropriate mix of Executive and Non-executive Directors tomaintain the independence of the Board and separate its function of governance andmanagement. As on March 31 2019 the Board consists of 6 members 1 of whom is ExecutiveDirector 1 is a Non-Executive Woman Director and 4 are Nonexecutive Directors. There hasbeen no change in the Board composition during the financial year.

However the tenure of following Independent Directors ceased on March 31 2019:

• Mr. Mahesh Kumar Garg (DIN: 03157824)

• Mr. Abhijit Vidyanand Ranade (DIN: 0324 7451)

In this connection the Board at its meeting held recommended re-appointment of Mr.Mahesh Kumar Garg and Mr. Abhijit Vidyanand Ranade as NonExecutive Independent Directorsfor second term of 5 consecutive years w.e.f. April 12019 to March 312024 at this AGM.

Further the Board based on the recommendation of Nomination and RemunerationCommittee has appointed Ms. Priya Shah (DIN: 07594589) as an Additional Non-ExecutiveIndependent Director on April 15 2019. The Board has further recommended herappointment as Non-Executive Independent Director to the Members.

Their brief profile is forming part of notice convening this Annual General Meeting.

Ms. Nikki Agarwal (DIN: 00182633) resigned from the post of Non Executive Directorw.e.f. April 20 2019

Key Managerial Personnel:

During the year Mr. Ashok Goyal resigned from the post of Chief Financial Officerresigned w.e.f. December 11 2018.

Further Ms. Rajeshree Mishra was appointed as Chief Financial Officer w.e.f. April 202019.

The Company has formulated policy on appointment of directors and senior managementremuneration to directors and remuneration to Key managerial personnel and others as perSection 178 of the Companies Act 2013. The policy can be accessed on the website of theCompany at the link http://www . kridhan.com/kridhan_invest_policy_code_of_conduct_directors.php.

13. Declaration of Independent Directors

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

14. Disclosures Related to Board Committees And Policies

A. Board Meetings

The Board of Directors met 5 (five) times in the year under review in accordance withthe provisions of the Companies Act 2013 and rules made thereunder. All the Directorsactively participated in the meetings and provided their valuable inputs on the mattersbrought before the Board of Directors from time to time. The details about the boardmeetings and the attendance of the directors are provided in Corporate Governance Report.

B. 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 2019 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 2019 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.

C. Board Committees

All Committees of the Board of Directors are in line with the provisions of theCompanies Act 2013 and the applicable SEBI (LODR) Regulations 2015. Following are thecommittees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Grievance Committee

d. Risk Management Committee

Kindly refer section on Corporate Governance for matters relating to constitutionmeetings terms of reference and functioning of various Board Committees.

D. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company. The policy can beaccessed on the website of the Company at the link http://www.kridhan.com/kridhan_invest_policy_code_of_conduct_directors. php.

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 at the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

E. Payment of remuneration / commission to executive directors from holding orsubsidiary companies:

Mr. Anil Agrawal Managing Director of the Company is in receipt of remuneration incapacity of Director from KH Foges Pte. Ltd. step down subsidiary of the company and SweeHong Limited an associate company. The Company has no holding company.

F. Whistle Blower Policy/ Vigil Mechanism for the Directors and Employees

The Company has established a Vigil Mechanism and adopted a whistle-blower policy inline with the Regulations 18 and 22 of the Listing Regulations and Section 177 of the Act.The Whistle Blower Policy is disclosed on the website of the Company athttp://www.kridhan.com/kridhan_invest_policy_ whistle_blower.php.

15. 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.

16. Abstract 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

17. Auditors and their Reports

The matters related to Auditors and their Reports are as under:

A. Statutory Auditors

M/s. M K P S & Associates Chartered Accountants (registration number - 302014E) -the present Statutory Auditors of the Company hold the office until the conclusion of the13th Annual General Meeting (AGM) and have given a notice in writing expressing theirinability to be considered for reappointment as the Statutory Auditors of the Company asthe two consecutive terms of the appointment as per provisions of the Companies Act 2013are accomplished.

Based on the recommendation of the Audit Committee and pursuant to the provisions ofSections 139 142 and all other applicable provisions of the Act read with the Companies(Audit and Auditors) Rules 2014 and all other applicable rules made under the Act theBoard of Directors has considered and recommended the proposed appointment of M/s. B RKotecha & Co. Chartered Accountants as the Statutory Auditors of the Company inplace of M/s. M K P S & Associates Chartered Accountants (registration number-302014E) - the retiring auditors of the Company for a first term of five consecutive yearscommencing from the conclusion of the 13th AGM till the conclusion of the 18th AGM at aremuneration as may be recommended by the Audit Committee and fixed by the Board ofDirectors of the Company in addition to out of pocket expenses as may be incurred by themduring the course of the audit.

Other relevant information has been furnished at the item No 3 of the Notice conveningthe AGM.

B. Observations of statutory auditors on financial statements for the year ended March31 2019:

The Auditors' Report on consolidated results for the quarter and year ended 31st March2019 mentions that the financial statements of the subsidiaries are unaudited. We may liketo mention that due to slowdown in the economy and liquidity crunch at Singapore thesubsidiary of the Company Readymade Steel Singapore Pte Ltd. and material step downsubsidiary K.H.Foges Pte Ltd. had applied for Judicial Management (JM) which has beenapproved by the authorities at Singapore. Pending completion of the same the impact ifany is not ascertainable.

The Auditors have not reported any other matter to the Company other than the aboverequired to be disclosed under Section 143(12) of the Companies Act 2013.

C. Secretarial Audit & Report

As required under provisions of Section 204 of the Companies Act 2013 the report inrespect of the Secretarial Audit carried out by M/s. HS & Associates PracticingCompany Secretaries in Form MR-3 for the FY 2018-19 forms part to this report marked asAnnexure II. The said report does not contain any adverse observation or qualification ormodified opinion requiring explanation or comments from the Board.

D. Internal Audit And Internal Financial Controls:

The Company has an in-house Internal Audit (IA) function. To maintain its objectivityand independence the IA function reports to the Chairman of the Audit Committee of theBoard. The IA department evaluated the efficacy and adequacy of the internal controlsystem its compliance with operating systems and policies of the Company and accountingprocedures at all locations of the Company.

Additionally the Board had appointed M/s. SSDA & Co. Chartered Accountants asInternal Auditors of the Company in accordance with Section 138 of the Companies Act 2013to have financial control checks and ensure adequate transparency.

The Audit Committee of the Board of Directors periodically reviews the audit plansinternal audit reports and adequacy of internal controls in order to ensure that internalaudit is conducted in a fair manner.

18. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The particulars as required under the provisions of Section 134(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 thereasons 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 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. No. Particulars 2018-19 2017-18
1. Foreign Exchange Earnings 25.62 198.73
2. Foreign Exchange Outgo 641.60 228.11

19. Significant and Material Orders passed by the Regulators/ Courts if any

As mentioned earlier in the report the subsidiary company Readymade Steel SingaporePte Ltd. and material step down subsidiary K.H.Foges Pte Ltd. on an application beforethe authorities of Singapore have been placed under Judicial Management(JM) to superviseand help in restructuring the debts of both the subsidiaries vide order dated 24th July2019.

20. Material changes and commitment if any affecting financial position of the Companyfrom the end of financial year till the date of the report

As mentioned above in view of the above 2 subsidiary Companies being placed under JMvide order dated 24th July 2019 the management has as a matter of prudence providedfor impairment claims etc. in the financials for the year ended 31st March 2019.

21. Corporate Governance

The report on Corporate Governance and also the report of the Statutory Auditorsregarding compliance with the conditions of Corporate Governance have been furnished inthe Annual Report and forms a part of the Annual Report.

22. Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.

23. Sexual Harassment Policy

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints andredressal for the benefit of its employees. There were no complaints filed against any ofthe employees of the Company under this Act. The policy can be accessed on the website ofthe Company at the link http://www.kridhan.com/kridhan_invest_policy_sexual_harassment.php.

24. 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. Hence the Company is not required to conduct CSRactivities.

25. Acknowledgment and Appreciation

Your Directors take this opportunity to thank the employees customers suppliersbankers business partners/associates financial institutions and various regulatoryauthorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence andfaith in the Company and its Management.

For and on behalf of the Board of Directors Kridhan Infra Limited

Date: August 21 2019 Anil Agrawal
Place: Mumbai Chairman & Managing Director
DIN:00360114

Registered Office:

203 Joshi Chambers

Ahmedabad Street

Carnac Bunder Masjid (East)

Mumbai 400009.

CIN:L27100MH2006PLC160602

Tel: +91-22-40589589

Email: investor@kridhan.com

Website: www.kridhan.com