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कौशल्या इंफ्रा निदेशकों की रिपोर्ट, कौशल्या इंफ्रा निर्देशकों द्वारा रिपोर्ट

कौशल्या इंफ्रा

बीएसई: 532925  |  NSE: KAUSHALYA  |  ISIN: INE234I01010  |  Construction & Contracting - Civil

खोजें कौशल्या इंफ्रा कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 Dear Members,
 
 The Directors are pleased to present the 23rd Annual Report and the
 Audited Accounts for the financial year ended March 31, 2015.
 
 FINANCIAL PERFORMANCE
 
 The Financial performance of your Company, for the year ended March 31,
 2015 is summarized below:-
 
                                                           (Rs. In Lacs)
 
 Particulars                               Standalone
                                   31.03.15                31.03.14
 
 Contract Revenue & Other                   694.88               1616.29
 Income
 
 Profit before Depreciation,                  1.35               (731.8)
 Interest & Tax
 
 Less : Depreciation             88.72                  35.77
 
       Interest                 657.50      746.22     634.01     669.78
 
 Profit before Tax                        (744.87)             (1401.58)
 
 Less : Provision for Tax
 
       Current Tax                 -                       -
 
       Deferred Tax            (17.01)                 (2.68)
 
       Fringe Benefit Tax          -                       -
 
 Income Tax for Earlier Year               (17.01)                (2.68)
 
 Net Profit/(Loss) After Tax              (727.86)             (1398.90)
 
 Less : Minority Interest                      -                     -
 
 Add: Share of Profit of                       -                     -
 Associate
 
 Net Profit After Minority                     -                     -
 Interest
 
 Balance b/f from previous                  493.52               1892.41
 year
 
 Balance available for                      493.52               1892.41
 appropriations
 
 APPROPRIATIONS
 
 Transfer to General Reserve                   -                      -
 
 Balance Carried to Balance               (234.34)                493.52
 Sheet
 
 
 
 Particulars                                        Consolidated
 
                                   31.03.15                31.03.14
 
 Contract Revenue & Other                   700.14               1623.85
 Income
 
 Profit before Depreciation,                  4.24              (726.13)
 Interest & Tax
 
 Less : Depreciation             91.11      749.98     37.20
 
       Interest                 658.87                635.95      673.15
 
 Profit before Tax                        (745.74)             (1399.29)
 
 Less : Provision for Tax
 
       Current Tax                -                        -
 
       Deferred Tax            (17.01)                (2.68)
 
       Fringe Benefit Tax         -                        -
 
 Income Tax for Earlier Year               (17.01)                (2.34)
 
 Net Profit/(Loss) After Tax              (728.73)             (1396.60)
 
 Less : Minority Interest                    0.07                  0.66
 
 Add: Share of Profit of                     0.03
 Associate
 
 Net Profit After Minority                (728.78)             (1397.27)
 Interest
 
 Balance b/f from previous                 475.27                1872.54
 year
 
 Balance available for                     475.27                1872.54
 appropriations
 
 APPROPRIATIONS
 
 Transfer to General Reserve                  -                      -
 
 Balance Carried to Balance               (253.50)                475.27
 Sheet
 
 
 
 STATE OF AFFAIR & OPERATIONS REVIEW
 
 During the year under review on a Standalone basis your Company has
 registered total income from operation of Rs. 694.88 Lacs as against
 Rs. 1616.29 Lacs in the previous year. Reduction in top line was due to
 delay in decisions from various clients for tenders submitted by
 Company and lower success rates in bids for infrastructure projects
 made in a significantly reduction in overall realization of Company.
 The profit before Depreciation, interest and tax for the year stood to
 Rs. 1.35 Lacs as compared to Rs. (731.80) Lacs in previous year. The
 PAT was Rs. (727.86) Lacs against the financial year PAT Rs. (1398.90).
 The loss figure occurred during current period is mainly due to write
 off various debtors and depreciation figure as the company has
 reassessed the useful life of all the tangible fixed assets based on
 useful life as provided in the schedule II of Companies Act, 2013.
 Depreciation has been provided considering the remaining useful life of
 the assets and necessary effect has been given in the accounts.
 
 On Consolidated basis, during the year under review the Total Income of
 your company stood to Rs. 700.14 Lacs as against Rs. 1623.85 Lacs in
 the previous year. The EBIDT is Rs. 4.24 Lacs from Rs. (726.13) Lacs in
 the previous year.
 
 DIVIDEND
 
 Your Directors do not recommend payment of dividend for the year under
 review on equity shares in view of the loss incurred.
 
 CHANGE IN NATURE OF BUSINESS, IF ANY
 
 During the year under review, there has been no change in the nature of
 business of the Company.
 
 MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
 
 There have been no material changes and commitments, affecting the
 financial position of the Company which have occurred between the end
 of the financial year of the Company to which the financial statements
 relate and the date of the report.
 
 SUBSIDIARY COMPANIES & ASSOCIATE COMPANIES
 
 As on 31st March 2015, the Company''s subsidiaries, step down
 subsidiaries, associates and joint venture are as follows:
 
 Its subsidiaries/step-subsidiaries
 
 1.  Bengal KDC Housing Dev. Ltd
 
 2.  Bengal Kaushalya Nirman Ltd
 
 3.  Kaushalya Township Pvt Ltd (Step down Subsidiary)
 
 4.  Kaushalya Energy Pvt Ltd
 
 5.  Azur Solar KDC Pvt Ltd (Step down Subsidiary)
 
 Its associate
 
 1.  Orion Abasaan Pvt Ltd
 
 2.  Kaushalya Nirman Pvt Ltd
 
 Its joint venture
 
 1. Kidco-Nacc
 
 During the year KaushalyaNirman Private Ltd, Orion Abasaan Private Ltd
 and Kaushalya Township Private Ltd had approached to your Company for
 consent to raise Equity Capital from investor to further their projects
 which may result in your Company shareholding to become less than 50%.
 After due consideration and to unlock value in the projects of the
 Subsidiaries (not following within the definition of material
 subsidiary as per clause 49(III) (V) of Listing Agreement) and enable
 them to raise funds the Board of Directors of your Company gave their
 due consent. Your Company shareholdings as on 31st March, 2015 in above
 said Companies (previous year subsidiary Companies) after their private
 placement and preferential issue are as follows :-
 
 However Bengal KDC Housing Development Ltd holds 34,000(5.22%) in
 Kaushalya Township Private Ltd, hence Kaushalya Township Private Ltd is
 step down subsidiary of your Company.
 
 A Policy has been formulated for determining the Material Subsidiaries
 of the Company pursuant to Clause 49 of the Listing Agreement with the
 Stock Exchanges. The said Policy has been posted on the Company''s
 website at the weblink: http://www.kaushalya.net/KIDCOMATERIAL.pdf
 
 A statement containing the salient features of the financial statements
 of each of the subsidiaries & associates in the prescribed format AOC-1
 is appended as Annexure - 1 to this Report. The statement also
 provides details of performance and financial positions of the
 subsidiaries, associates and joint venture
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Section 129(3) of the Companies Act, 2013, the
 Company has prepared Consolidated Financial Statements of the Company
 and of all its subsidiary and associate companies, which is forming
 part of the Annual Report. As per the provisions of Section 136 of the
 Companies Act, 2013, separate audited financial statements of its
 subsidiaries are being placed on its website www.kaushalya.net and copy
 of separate audited financial statements of its subsidiaries will be
 provided to the shareholders on request.
 
 LISTING OF EQUITY SHARES
 
 Your Company''s Equity Shares are listed on the BSE Ltd and National
 Stock Exchange of India Ltd. The Company paid the annual listing fees
 to each of these stock exchanges.
 
 CHANGE IN SHARE CAPITAL
 
 During the year under review, your Company''s Authorised Share Capital
 has remain unchanged at Rs. 35,00,00,000 (Rupees Thirty Five Crore)
 comprising 3,50,00,000 Equity Shares of Rs. 10/- each.
 
 During the year under review, your Company''s paid up equity share
 capital remain unchanged changed Rs. 34,63,06,300 (Rupees Thirty Four
 Crores Sixty Three Lacs Six Thousand) comprising of 3,46,30,630 Equity
 Shares of Rs. 10/- each.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND.
 
 During the year your Company has transferred amount of Rs. 163,680/-
 Share Application Money due for refund to Investor Education and
 Protection fund as per provision of section 125 of Companies Act, 1956.
 There has been no delay in transferring amounts to Investor Education
 and Protection fund by the Company.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 Your Company has not come out with Employee Stock Option Scheme during
 the year.
 
 DIRECTOR
 
 Mr. Ramesh Kumar Mehra (DIN: 00086598), Director retire by rotation at
 the forthcoming Annual General Meeting of the Company and not to fill
 the vacancy. He does not seek re-appointment and therefore not re-
 appoint him as a Director of a Company.
 
 Mrs. Minoti Nath (DIN: 07017530) was appointed as Additional Director
 of the Company in the category of Independent Director by the Board in
 its meeting held on 13th November, 2014. She shall hold office up to
 the date of ensuing Annual General Meeting of the Company and will be
 eligible for reappointment as Independent Director. The Company has
 received a notice from a member pursuant to Section 160 of the
 Companies Act, 2013 stating intent to propose him for the office of
 Independent Director under Section 149 of the Companies Act, 2013.
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 During the year Mr. Sakti Pada Banerjee resigned and ceased to be an
 Independent Director of the Company w.e.f. 25th June, 2014 due to
 health constraints.
 
 The Board has placed on record its appreciation for the outstanding
 contributions made by Mr. Sakti Pada Benrjee during his respective
 tenures as director of the Company.
 
 Resolutions seeking approval of the members have been incorporated in
 the notice of the forthcoming Annual General Meeting. Brief
 resume/details relating to Directors who are to be
 appointed/re-appointed are furnished in the Explanatory Statement to
 the Notice of the ensuing Annual General Meeting as required under the
 Code of Corporate Governance.
 
 The members in the last AGM approved reappointment of Mr. Prashant
 Mehra as Managing Director. The members also approved appointment of
 Mr. Rajesh Kumar Agarwal and Mr. Parag Keshar Bhattacherjee as
 Independent Directors.
 
 KEY MANAGERIAL PERSONNEL
 
 In compliance of the provisions of Section 203 of the Companies Act,
 2013 the following persons were the key managerial personnel of the
 Company:
 
 (a) Mr. Prashant Mehra, Managing Director & Chief Executive Officer
 
 (b) Mr. T.N Mishra, Chief Financial Officer
 
 (c) Mr. Tarkeshwar Singh, Company Secretary.
 
 LOAN/ADVANCES
 
 Pursuant to Clause 32 of the Listing Agreement, the particulars of
 loans/advances given to subsidiaries have been disclosed in the Annual
 Accounts of your company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The Board of Directors of your Company acknowledges the responsibility
 for ensuring compliance with the provisions of Section 134(3) (c) read
 with Section 134(5) of the Companies Act, 2013 and Clause
 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchanges in
 the preparation of the annual accounts for the year ended 31st March,
 2015 and state that :
 
 I.  In the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures; if any
 
 II.  The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent, so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profits of
 the Company for that period;
 
 III. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013, for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 IV. The Directors have prepared the annual accounts on a going concern
 basis;
 
 V.  The Directors have laid down internal financial controls for the
 Company and such internal financial controls are adequate and operating
 effectively; and
 
 VI. There is a proper system to ensure compliance with the provisions
 of all applicable laws and such systems are adequate and operating
 effectively.
 
 PARTICULARS OF EMPLOYEES
 
 The particulars of employees, as required under Section 197(12) of the
 Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are
 given in a separate annexure attached hereto and forms part of this
 report as ''Annexure II''.
 
 FIXED DEPOSITS
 
 The Company has not accepted any deposit from the public, and as such,
 there are no outstanding deposits in terms of the Companies (Acceptance
 of Deposits) Rules, 2014.
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The Board met six times during the financial year, the details are
 given in the Corporate Governance Report that forms part of the Annual
 Report.
 
 AUDIT COMMITTEE
 
 The Audit Committee was constituted by the Company and the details of
 terms of reference of the Audit Committee, number and dates of meeting
 held, attendance, among others are given separately in the attached
 Corporate Governance Report. During the year there were no instances of
 the Board had not accepting the recommendations of the Audit Committee.
 
 WHISTLEBLOWER POLICY
 
 The Company has in place a whistleblower policy to deal with unethical
 behavior, victimization, fraud and other grievances or concerns, if
 any. The aforementioned whistleblower policy can be accessed on the
 Company''s website: http://www.kaushalya.net/KDCVIGIL.pdf.
 
 RISK MANAGEMENT POLICY
 
 The Company has a defined Risk Management framework to identify,
 assess, monitor and mitigate various risks to key business objectives.
 Major risks identified by the businesses and functions are
 systematically addressed through mitigating actions on a continuing
 basis.
 
 The Risk Management Policy provides for identification of risk, its
 assessment and procedures to minimize risk.  The policy is periodically
 reviewed to ensure that the executive management controls the risk as
 per decided policy.
 
 NOMINATION & REMUNERATION COMMITTEE
 
 A Nomination & Remuneration Committee was constituted by the Company
 and the details of terms of reference, number and dates of meeting
 held, attendance, among others are given separately in the Corporate
 Governance Report forming part of this Annual Report.
 
 STAKEHOLDERS'' RELATIONSHIP COMMITTEE
 
 The composition and terms of reference of the Stakeholders''
 Relationship Committee has been furnished in the Corporate Governance
 Report forming part of this Annual Report.
 
 POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
 
 The Policy of the Company on Directors'' appointment and remuneration
 including criteria for determining qualifications, positive attributes,
 independence of a Director and other matters provided under sub-Section
 (3) and (4) of Section 178, is attached as ''Annexure-III'' to this
 Report. The remuneration policy is stated in the Corporate Governance
 Report of this Annual Report.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual evaluation
 of its own performance of the individual directors as well as the
 working of its Audit, Nomination & Remuneration and Stakeholders
 Relationship committees. The manner in which the evaluation has been
 carried out has been explained in the attached Corporate Governance
 Report integral part of this Annual Report.
 
 INTER-CORPORATE LOANS, GUARANTEES AND INVESTMENTS
 
 The provisions of Section 186 of the Companies Act, 2013 in relation to
 loans or guarantee are not applicable to the Company, being an
 infrastructure company as defined under Schedule VI to the Act. Details
 of loans, guarantees and investments covered under the provisions of
 section 186 of the Companies Act, 2013 are given in the notes to the
 Financial Statements.
 
 RELATED PARTY TRANSACTIONS
 
 All related party transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. There were no materially significant related party
 transactions made by the Company which may have a potential conflict
 with the interest of the Company at large. All related party
 transactions were placed before the Audit Committee and also for the
 Board approval, wherever required. Prior omnibus approval of the Audit
 Committee is generally obtained for the transactions which are of a
 foreseen and repetitive nature and these transactions are reviewed by
 the Audit Committee on quarterly basis. The policy on related party
 transactions as approved by the Board is uploaded on the Company''s
 website http://www.  kaushalya.net/KIDCORELATED.pdf.
 
 The details of transactions entered into with related parties are
 attached as ''Annexure IV'' in form AOC-2 that form an integral part of
 this Report.
 
 EXTRACT OF ANNUAL RETURN
 
 The details forming part of extract of annual return as per Form MGT- 9
 is annexed herewith as ''Annexure - V''.
 
 INTERNAL FINANCIAL CONTROL
 
 The Company has in place adequate internal financial control with
 reference to the financial statements. During the year, such control
 was reviewed and no reportable material weakness was observed.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of corporate
 governance and adhere to the corporate governance requirements as set
 out in Clause 49 of the Listing Agreement. The Report on Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement forms
 an integral part of this Annual Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Management Discussion and Analysis for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges, is presented in a separate section forming part of this
 Annual Report.
 
 CEO/CFO CERTIFICATION
 
 As required by Clause 49 of the Listing Agreement, the CEO/ CFO
 certification has been submitted to the Board and a copy thereof is
 contained elsewhere in this Annual Report.
 
 SECRETARIAL AUDIT REPORT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013,
 the Company has appointed M/S. Rinku Gupta & Associates, Company
 Secretaries in Practice, to undertake the secretarial audit of the
 Company for the financial year 2014-15. The Secretarial Audit Report
 for the financial year ended 31st March, 2015 is attached as Annexure
 ''VI'' and forms a part of the reports of the Directors. The observation
 made by the secretarial auditors in their report are self-explanatory
 and therefore do not call for any further explanations/comments.
 
 AUDITORS & AUDITOR''S REPORT
 
 At the Annual General Meeting held in the year 2014, M/s Sumanta & Co.,
 Chartered Accountants, (ICAI Firm Registration No. 322554E) Statutory
 Auditors of the Company were re-appointed by the shareholders to hold
 office as Statutory Auditors from the conclusion of Annual General
 Meeting held in the year 2014 till the conclusion of Twenty Fifth
 Annual General Meeting of the Company to be held in the year 2017,
 subject to ratification of their appointment at every Annual General
 Meeting.
 
 Under Section 139 of the Companies Act, 2013, the Company is required
 to place the matter relating to Statutory Auditor''s appointment for
 ratification by members at every Annual General Meeting.
 
 The Company has received a letter from the Statutory Auditors
 confirming that they are eligible for appointment as Auditors of the
 Company under Section 139 of the Companies Act, 2013 and meet the
 criteria for appointment specified in Section 141 of the Companies Act,
 2013.
 
 Based on the recommendations by the Audit Committee, the Board of
 Directors of the Company recommends the ratification of appointment of
 M/s Sumanta& Co., Chartered Accountants, (ICAI Firm Registration No.
 322554E) as Statutory Auditors of the Company by the shareholders at
 the ensuing Annual General Meeting.
 
 The observations of the Auditors in their report, read together with
 the notes on Accounts, are self-explanatory and therefore, in the
 opinion of the Directors, do not call for any further explanation.
 
 COST AUDITORS
 
 The cost audit u/s 148 of Companies Act, 2013 read with its rule is not
 applicable for your Company for the financial year ended 31st March,
 2015.
 
 CSR COMMITTEE
 
 Pursuant to provisions of section 135(1) of Companies Act, 2013
 formation of such committee is not applicable to your Company.
 
 RESTRUCTURING OF DEBTS
 
 The bankers of the company have intimated that the second restructuring
 process for the loan accounts, meanwhile classified as non-performing,
 has taken considerable time. The same is under process at their end and
 the company is following up with the Bankers to expedite the process of
 second restructuring of its accounts.
 
 OTHER INFORMATION
 
 The Audit Committee of your company has reviewed the audited financial
 statements for the year under review at its meeting held on May 30,
 2015 and recommended the same for the approval of the Board of
 Directors.
 
 SEXUAL HARASSMENT POLICY
 
 The Company has a Policy on Prohibition, Prevention and Redressal of
 Sexual Harassment of Women at Workplace and matters connected therewith
 or incidental thereto covering all the aspects as contained under the
 The Sexual Harassment of Women at Workplace (Prohibition, Prevention
 and Redressal) Act, 2013.
 
 Up till date, the Company has not received any complaint under the
 Policy.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
 TRIBUNALS
 
 There are no significant material orders passed by the Regulators /
 Courts / Tribunals which would impact the going concern status of the
 Company and its future operations
 
 ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS
 
 The Annexures referred to in this report and other information which
 are required to be disclosed are annexed herewith and forms a part of
 this report of the Directors :
 
 Annexure    Particulars
 
 I           Details of Subsidiary, Associate and Joint Venture AOC-1.
 
 II          Particulars of Employees.
 
 III         Policy on selection of directors.
 
 IV          Details of RTP in AOC-2.
 
 V           Extracts of the Annual Return as per Form MGT-9.
 
 VI          Secretarial Audit Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Presently, your company is not engaged in any activity relating to
 conservation of energy or technology absorption.  During the year under
 review, your company has no foreign exchange earnings and outgoes.
 
 APPRECIATION
 
 Your Board of Directors wish to thank the Central Government, the
 Government of West Bengal, the financial institutions, its Bankers,
 shareholders, customers, dealers and other business associates for the
 support received from them during the year. Your Directors place on
 record their sincere appreciation for all employees of the Company and
 for their unstinted commitment and continued contribution to the
 Company.
 
                                          For and on behalf of the Board
 Kolkata                                              Ramesh Kumar Mehra
 13th August, 2015                                         DIN: 00086598
                                                                Chairman
 Registered office:
 
 HB-170, Sector-III
 Salt Lake-Kolkata-700106
 CIN-L51216WB1992PLC055629
 
 
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `995 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `853 Cr की बिकवाली की
  • MARKET CUES : FIIs ने F&O में `729 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1002 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `922 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `1176 Cr की बिकवाली
  • ENTERS IN F&O BAN : SAIL के F&O में नई पोजीशन पर रोक
  • STILL IN F&O BAN : EQUITAS, BHEL, GLENMARK, I-BULLS HSG
  • JEFFERIES ON ICICI BANK : Buy रेटिंग, लक्ष्य `460/Sh
  • CLSA ON ICICI BANK : Buy रेटिंग, लक्ष्य `480/Sh

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