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Kridhan Infra Ltd.

BSE: 533482 Sector: Metals & Mining
NSE: KRIDHANINF ISIN Code: INE524L01026
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OPEN 46.85
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VOLUME 7164
52-Week high 142.00
52-Week low 41.00
P/E 30.19
Mkt Cap.(Rs cr) 444
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 46.85
CLOSE 46.90
VOLUME 7164
52-Week high 142.00
52-Week low 41.00
P/E 30.19
Mkt Cap.(Rs cr) 444
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kridhan Infra Ltd. (KRIDHANINF) - Director Report

Company director report

To

The Members of Kridhan Infra Limited

Your Directors present their 12th Annual Report together with the Audited FinancialStatements of the Company for the year ended 31st March 2018.

Financial Highlights

Particulars

Standalone Year ended

Consolidated Year ended

2017-18 2016-17 2017-18 2016-17
Total Income 9217 7443 72017 70672
Depreciation 84 90 4082 3923
Profit Before Tax 129 123 4393 17023
Provision for Taxation 47 31 479 51
Appropriation:
Profit After Tax 82 96 3950 16972
Attributable to:
Shareholders of the Company 82 96 3715 9842
Non-controlling interests - - 235 7130
Opening balance of retained earnings 692 713 21588 11746
Adjustment with other equity - - - -
Amount available for appropriation 774 809 25538 28728
Transfer to:
Dividend and Dividend Distribution Tax 147 117 - -
Minority Interest - - 235 7130
Balance carried to Balance Sheet 627 692 25303 21588

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 31stMarch 2018.

During the year under review the company had signed Share Subscription Agreement('SSA') with Vijay Nirman Company Pvt. Ltd. ('VNC') for increasing its stake to 50.5%.During the year the Company acquired 41.47% stake in VNC and after this acquisition theVNC has become an associate company of KIL as per Section 2(6) of the Companies Act2013.

On Standalone Basis:

Your Company's Net Profit Before Tax for the year ended 31st March 2018 was '129 Lakhs as compared to ' 123 Lakhs during the previous year.

Your Company achieved Net Profit After Tax of ' 82 Lakhs for the financial yearended 31st March 2018 as compared to ' 96 Lakhs during the previous year.

On Consolidated Basis:

On consolidated basis your Company's Net Profit after exceptional items and Tax is '3950 Lakhs as on 31st March 2018 as compared to ' 16972 Lakhs during theprevious year.

2. Dividend

Your Directors have recommended a dividend of ' 0.20 (10%) per equity share forthe financial year 2017-18 which if approved at the ensuing 12th Annual General Meeting(AGM) will be paid to all those equity Shareholders whose names appear in the Register ofMembers as on Friday 21st September 2018 as per the list furnished by the NationalSecurities Depository Limited and Central Depository Services (India) Limited for thepurpose.

The Dividend payout as proposed is in accordance with the Company's policy to paysustainable dividend linked to long term performance keeping in view the capital needsfor the Company's growth plans and to achieve optimal financing of such plans throughinternal accruals.

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 2017-18 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 31st March 2018 the Company had

A. Two direct wholly owned subsidiaries namely:

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

b) Kridhan Infra Solutions Private Ltd. (India)

B. One 1st level 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 and total 16 subsidiaries & 1associate company 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 has been placed on the website of the Company www.kridhan.com. ThePolicy for determining material subsidiary is uploaded on the website of the Company andcan be assessed at the link http://www.kridhan.com/kridhan invest policy determiningmaterial sub.php. The particulars of Subsidiaries have been given in Form AOC-1 in AnnexureI.

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 Note no. 38 of the Standalone FinancialStatement which sets out 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

As on 31st March 2018 the paid-up capital of the company was ' 189558410/-i.e. 94779205 Equity Shares of ' 2/- per share. During the year under reviewthe Company through the Shareholders approval by Postal Ballot dated 9th December 2017has increased its Authorised Share Capital from ' 180000000/- (i.e. 90000000Equity Shares of ' 2/- each) to ' 200000000/- (i.e. 100000000 EquityShares of ' 2/- each) details of the same are as under:

Class of Shares No of Shares Face Value Authorised Capital (in ')
Equity Share 100000000 2/- per share 200000000.00

During the year under review the company has made fresh issue of Equity Shares andConvertible Securities details of which are as under:

A. Allotment of Warrants convertible into Equity Shares:

Date of Issue Category of holder Type of Security No. of Security Face Value Issue Price Consideration
06/12/2017 Non promoter Warrants convertible into Equity Shares 2250000 2 90 ' 50625000/- (25% of consideration received at the time of allotment of warrants)

B. Allotment of Equity Shares issued under Qualified Institutional Placement of Shares(QIP):

Date of Issue Category of holder Type of Security No. of Security Face Value Issue Price Consideration
27/12/2017 Qualified Institutional Buyers (QIB's) Equity Shares 13007778 2 99

' 1287770022/-

C. Preferential Allotment of Equity Shares for consideration other than cash i.e ShareSwap:

Date of Issue Category of holder Type of Security No. of Security Face Value Issue Price
12/02/2018 Non-promoter Equity Shares 7679662 2 102.11

10. Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report which gives a detailedaccount of state of affairs of the Company's operations forms part of 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 of 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. Matters Related to Directors and Key Managerial Personnel

A. Board of Directors and Key Managerial Personnel (KMP):

During the year following changes took place in the Directors and KMP's of the Company:

• Mr. Subodh Sharma (DIN: 02235204) was appointed as Additional Director(Whole-time Director) w.e.f. 9th January 2017 and resigned w.e.f. 31st August 2017.

Mr. Rupesh Jhaveri resigned from the post of Chief Financial Officer w.e.f. 21stOctober 2017 and Mr. Ashok Goyal was appointed as Chief Financial Officer w.e.f. 21stOctober 2017.

Mr. Sandeep Mittal (DIN: 00534400) resigned from the post of Independent Directorw.e.f. 6th December 2017 and Mr. Shekhar Bhuwania was appointed as an Additional(Independent) Director w.e.f. 6th December 2017.

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 conductdirectors.php.

B. 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.

13. Disclosures Related to Board Committees

And Policies

A. Board Meetings:

The Board of Directors met 8 (eight) 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 31st March 2018 the Board ofDirectors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 31st March 2018 and ofthe profits 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 the committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Grievance Committee

d. Risk Management Committee

e. Preferential Allotment Committee

f. Postal Ballot Committee

g. QIP Committee

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

D. Policy on Directors Appointment

Remuneration and Boards Performance:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board and itscommittees experience and competencies performance of specific duties and obligationsgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors including the Board Chairman who were evaluated on parameters such asattendance contribution at the meetings and otherwise independent judgment safeguardingof minority shareholders interest etc.

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 the overallengagement of the Board and its Committees with the Company.

The policy can be accessed on the website of the Company at the linkhttp://www.kridhan.com/ kridhan invest policy code of conduct directors.php

In compliance with the requirements of Section 178 of the Companies Act 2013 Rulesframed thereunder and pursuant to the provisions of Regulation 19(4) of the ListingRegulations the Board of Directors of the Company has a Nomination and RemunerationPolicy for the Directors Key Managerial Personnel Functional Heads and other employeesof the Company. The Policy provides for criteria and qualifications for appointment ofDirector Key Managerial Personnel (KMPs) remuneration to them Board diversity etc. Thesaid policy is available on the Company's website http://www.kridhan.com/kridhan investpolicy nomination remuneration.php.

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 Singapore base subsidiary(ies) of the company. The Company hasno holding company.

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

In compliance with the provisions of Section 177(9) of the Companies Act 2013 theBoard of Directors of the Company has framed the "Whistle Blower Policy" as thevigil mechanism for Directors and employees of the Company. The Whistle Blower Policy isdisclosed on the website of the Company at http://www.kridhan.com/kridhan invest policywhistle blower.php

14. 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.

15. Secretarial Standards

The Directors state that applicable Secretarial Standard i.e. SS-1 and SS-2 relatingto 'Meeting of the Board of Directors' and 'General Meeting' respectively have been dulyfollowed by the Company.

16. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as Annexure II herewith and which formspart of this Report.

17. Auditors and their Reports

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

A. Statutory Auditors:

M/s. MKPS & Co. (Firm Registration No: 302014E) Chartered Accountants Mumbai wereappointed as Statutory Auditors of the Company by the Members at the 11th Annual GeneralMeeting (AGM) held on 29th September 2017 to hold office from the conclusion of the 11thAGM until the conclusion of the 13th AGM of the Company in accordance with provisions ofthe Companies Act 2013 and will continue to be Statutory Auditors of the Company tilltheir term expires.

B. Observations of statutory auditors on financial statements for the year ended 31stMarch 2018:

The Auditors' Report to the members for the year under review does not contain anyqualification reservation adverse remark or disclaimer. The Auditors has not reportedany matter to the Company required to be disclosed under Section 143(12) of the CompaniesAct 2013.

C. Secretarial Auditor & 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 Practicing CompanySecretaries in Form MR-3 for the FY 2017-18 forms part to this report marked as AnnexureIII. The said report does not contain any adverse observation or qualification ormodified opinion requiring explanation or comments from the Board under Section 134(3) ofthe Companies Act 2013. However the observations as regards delay in filing certainreturns due to procedural aspects which have been duly complied with.

18. 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 ofimport;

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:

Sr. No. Particulars 2017-18 2016-17
1. Foreign Exchange Earnings 198.73 150.85
2. Foreign Exchange Outgo 228.11 268.21

19. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

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

There are no significant or material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.

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

There have been no 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 this Report.

22. 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 complaintsredressal for the benefits 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 sexualharassment.php.

23. Acknowledgment and Appreciation

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

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

For and on behalf of the Board of Directors
Kridhan Infra Limited
Anil Agrawal
Date: 14th August 2018 Chairman & Managing Director
Place: Mumbai DIN:00360114

Registered Office:

203 Joshi Chambers

Ahmedabad Street

Carnac Bunder Masjid (East)

Mumbai 400009.

CIN:L27100MH2006PLC160602

Tel: +91-22-240589589

Email: investor@kridhan.com

Website: www.kridhan.com