| 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
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