Kridhan Infra Directors Report, Kridhan Infra Reports by Directors

Kridhan Infra

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Directors Report Year End : Mar '15    « Mar 14
The Directors present their Ninth report together with the Audited
 Financial Statements of your Company for the year ended 31st March,
 1. FINANCIAL HIGHLIGHTS                           (Rs. in Lacs)
                                   Standalone        Consolidated
 Particulars                       Year ended          Year ended
                         31.3.2015   31.3.2014   31.3.2015   31.3.2014
 Total Income              8028.97     3769.18    65173.80    67987.21
 Depreciation                88.00       87.81     2783.61     2144.29
 Profit before tax          169.14      125.46     3663.50     5056.41
 Provision for taxation      43.65       38.97      438.99      563.97 
 Profit after-tax           125.49       86.50     3224.51     4492.44
 Balance of profit b/f      664.88      636.98     6818.40     2828.76 
 Transfer to:
 Dividend and Div 
 Distribution Tax_           61.51       58.59        -           -
 Minority Interest            -           -         316.64      502.79
 Balance carried to 
 Balance sheet              728.86      664.88     9726.27     6818.40
 2. Dividend
 Your Directors have recommended a dividend of Rs.0.20 (10 per cent) per
 equity share for the financial year 2014-15 which, if approved at the
 ensuing 9th Annual General Meeting (AGM), will be paid to (i) all those
 equity shareholders whose names appear in the Register of Members as on
 28th September, 2015 as furnished by the National Securities Depository
 Limited and Central Depository Services (India) Limited for the
 purpose.  The Dividend payout as proposed is in accordance with the
 Company''s policy to pay sustainable dividend linked to long term
 performance, keeping in view the capital needs for the Company''s growth
 plans and to achieve optimal financing of such plans through internal
 3. Transfer to Reserves
 During the financial year 2014-15 the Company has not transferred
 amount to any reserve.
 4. Operations/ State of the Company''s Affairs
 Even as the economic environment in India continued to be challenging,
 the situation improved somewhat as the year progressed, especially in
 the second half of 2014-15.  According to the advance estimates
 released by the Central Statistical Organization (CSO), India''s GDP
 growth is expected to be 7.5 per cent in 2014-15, around percentage
 point higher than the previous year.
 The consolidated total income of your Company was Rs. 65173.80 lakhs in
 2014-15 as compared to Rs. 67987.21 lakhs in 2014-15. The consolidated
 Profit before tax (PBT) stood at Rs.  3663.50 lakhs in 2014-15 as
 compared to Rs. 5056.51 lakhs, whereas the consolidated profit after
 tax (PAT) after minority interest was Rs. 2907.87 lakhs as compared to
 Rs. 4004.30 lakhs during 2013-14.
 Total income of your Company as a standalone entity increased from Rs.
 3769.18 lakhs in 2013-14 to Rs. 8028.97 lakhs in 2014-15. PBT was Rs.
 169.14 lakhs in 2014-15 as compared to Rs. 125.46 lakhs in 2013-14,
 whereas PAT was Rs. 125.49 lakhs in 2014-15 as compared to Rs. 86.50
 lakhs in 2013-14.
 No material changes and commitments have occurred after the close of
 the year till the close of this Report, which affect the financial
 position of the Company.
 5. Auditors
 The Board has recommended to the shareholders for ratification of
 re-appointment of M/s. MKPS & Co., Chartered Accountants, Mumbai, as
 the Auditors to hold office from the ensuing Annual General Meeting
 till the conclusion of the 10th Annual General Meeting to be held in
 the year 2016 as per resolution passed in Annual General Meeting held
 in the year 2014 and to fix their remuneration.
 The notes of the financial statements referred to in the Auditor''s
 Report are self-explanatory and do not call for any further comments.
 The Auditor''s Report does not contain any qualification, reservation or
 adverse remark.
 6. Particulars of loans, guarantees or investments under Section 186 of
 the Companies Act, 2013 The details are provided in the standalone
 financial statement at Note no.2.13 Particulars of investment made
 under Section 186 of the Companies Act, 2013 are provided in the
 standalone financial statement at Note no. 2.13
 7. Subsidiaries/ Joint Ventures & Associate Companies
 As on 31st March, 2015 the Company had two subsidiaries namely
 Readymade Steel Singapore Pte. Limited [Singapore) and Kridhan Infra
 Solutions Private Limited (India). During the year, wholly owned
 subsidiary named Readymade Steel Hong Kong Limited was de-registered as
 a subsidiary in Hong Kong
 In accordance with Section 129(3) of the Companies Act, 2013, the
 Company has prepared a consolidated financial statement of the Company
 and all its subsidiary & associate companies, which is forming part of
 the Annual Report.  In accordance with third proviso of Section 136(1)
 of the Companies Act, 2013, the Annual Report of the Company,
 containing therein its standalone and the consolidated financial
 statements has been placed on the website of the Company, The Policy for determining material subsidiary is
 uploaded on the website of the Company and can be assessed at the link,
 i.e The particulars of Subsidiaries has been given in
 Form A0C-1 in Annexure I.
 8. Contracts And Arrangements With Related Parties
 All contracts / arrangements / transactions entered by the Company
 during the financial year with related parties were in the ordinary
 course of business and on an arm''s length basis.
 During the year, the Company had not entered into any contract /
 arrangement / transaction with related parties which could be
 considered material in accordance with the policy of the Company on
 materiality of related party transactions. In view of the above, the
 requirement of giving particulars of contracts / arrangements made with
 related parties, in Form A0C-2 are not applicable for the year under
 The Policy on materiality of related party transactions and also on
 dealing with related party transactions as approved by the Board may be
 accessed on the Company''s website
 Your Directors draw attention of the members to Note no.2.35 to the
 standalone financial statement which sets out related party
 9. SHARE CAPITAL Increase in Authorized Capital
 Pursuant to approval of members in Annual General Meeting, the
 authorized capital of the company has been increased from
 Rs.16,00,00,000/- to Rs. 18,00,00,000/-
 Increase in Paid-Up Capital
 During the year, the paid-up capital of the Company has increased from
 Rs. 123183530 as of March 31, 2014 to Rs. 135633530/- as of March 31,
 10. Warrants convertible into equity shares
 During the year, the Board converted 62,25,000 warrants into 62,25,000
 equity shares of Rs. 2/- each to Promoters Group on 7th March, 2015 and
 27th March, 2015.
 On 9th April, 2015, the Board converted 37,75,000 warrants into
 37,75,000 equity shares of Rs.2/- each to Promoter and 15,00,000
 warrants into 15,00,000 equity shares to Non- Promoter.
 Further, on 29th May, 2015, the Board converted 2,50,000 warrants into
 2,50,000 equity shares of Rs. 2/- each to Non-Promoter.
 11. Sub-Division of Shares
 The Member approved the sub-division of the Equity Shares in Annual
 General Meeting held in year 2014. whereby 1 (One) Equity Share having
 a nominal face value of Rs. 10 (Rupees Ten only) was sub-divided into 5
 (Five) Equity Shares of nominal face value of Rs. 2 (Rupee Two) only
 each. Consequent amendment to the capital clauses of the Memorandum of
 Association of the Company were also approved by the members..
 12. Change of Registered Office
 During the year, registered office of the company was shifted to 207,
 Tirupati Udyog, I.B.Patel Marg, Goregaon [East), Mumbai - 400063 with
 effect from 25th June 2014, further during the period under review,
 registered office of the company was shifted to A/13, Cross Road No. 5,
 Kondivita Road, Andheri (East), Mumbai- 400093 with effect from 01st
 June, 2015.
 13. Change of Name
 During the year, the name of the Company changed its name from
 Readymade Steel India Limited to Kridhan Infra Limited w.e.f 24th June,
 14. Management Discussion and Analysis Report
 The Management Discussion and Analysis Report, which gives a detailed
 account of state of affairs of the Company''s operations forms part of
 this Annual Report.
 15. Corporate Governance
 A report on Corporate Governance along with a certificate from the
 Practicing Company Secretary of the Company regarding the compliance of
 conditions of corporate governance as stipulated under Clause 49 of the
 Listing Agreement forms part of this Annual Report.
 16. Directors
 During the year, the company welcomed on Board Ms. Nikki Agarwal as
 woman director appointed on 31st March 2015. The Board of Director has
 approved appointment of Managing Director Anil Agrawal whose term
 expired on 24 August 2015. The term of appointment of Managing Director
 is further extended for period 3 years subject to approval of members
 at annual general meeting.
 The Board proposes appointment of Whole Time Director Satyajit Das
 whose term expires on 28 September 2015 subject to members approval at
 annual general meeting.
 During the year under review, the CFO of the Company, Mr. Arnab Ghosh
 has resigned w.e.f 1st June, 2015 and the Company is in process of
 filing the vacancy for the post of CFO as per the Listing Agreement.
 Independent directors have given their declaration under Section 149(7)
 of the Companies Act, 2013 that they meet the criteria of Independence
 as provided in Section 149(6) of the Companies Act, 2013.
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, evaluation of every Director''s performance was
 done by Nomination and Remuneration Committee. The performance
 evaluation of Non-independent Directors and the Board as a whole,
 Committees thereof and Chairperson of the Company was carried out by
 the Independent Directors. Evaluation of Independent Directors was
 carried out by the entire Board of Directors, excluding the Director
 being evaluated. A structured questionnaire was prepared after
 circulating the draft forms, covering various aspects of the evaluation
 such as adequacy of the size and composition of the Board and Committee
 thereof with regard to skill, experience, independence, diversity,
 attendance and adequacy of time given by the Directors to discharge
 their duties, Corporate Governance practices etc. The Directors
 expressed their satisfaction with the evaluation process.
 Company has formulated policy on appointment of directors and senior
 management, remuneration to directors and remuneration to Key
 managerial personnel and others as per section 178 of Companies Act,
 17. Policy on Directors Appointment, Remuneration & Boards Performance
 During the year, the Board adopted a formal mechanism for evaluating
 its performance and as well as that of its Committees and individual
 Directors, including the Chairman of the Board. The exercise was
 carried out through a structured evaluation process covering various
 aspects of the Boards functioning such as composition of the Board &
 committees, experience & competencies, performance of specific duties &
 obligations, governance issues etc. Separate exercise was carried out
 to evaluate the performance of individual Directors including the Board
 Chairman who were evaluated on parameters such as attendance,
 contribution at the meetings and otherwise, independent judgment,
 safeguarding of minority shareholders interest etc.
 The evaluation of the Independent Directors was carried out by the
 entire Board and that of the Chairman and the Non-independent Directors
 were carried out by the Independent Directors.
 The Directors were satisfied with the evaluation results, which
 reflected the overall engagement of the Board and its Committees with
 the Company.
 18. Meetings
 During the year Seven Board Meetings were convened and held the details
 of which are given in the Corporate Governance Report. The intervening
 gap between the Meetings was within the period prescribed under the
 Companies Act, 2013 and the Listing Agreement.
 19. Directors'' Responsibility Statement
 Pursuant to Section 134(3)(c) of the Companies Act, 2013, the
 Directors, based on the representations received from the operating
 management and after due enquiry, confirm that:
 (a) in the preparation of the annual accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures, if any;
 (b) they had 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 on 31st March, 2015 and of
 the profit of the Company for that period;
 (c) they had 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;
 (d) they had prepared the annual accounts on a going concern basis;
 (e) they had laid down internal financial controls to be followed by
 the Company and that such internal financial controls are adequate and
 were operating effectively; and
 (f) they had devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 20. Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo.
 In view of the nature of activities which are being carried on by your
 Company, the particulars as prescribed under Section 217(1) (e) of the
 Companies Act, 1956 read with Companies''(Disclosures of Particulars in
 the Report of the Board of Directors) Rules,1988 regarding Conservation
 of Energy and Technology Absorption are not applicable to the Company
 During the year under review, your Company has earned foreign exchange
 and the details of the amount spent in foreign exchange are as below
                                                         Amount in Rs.
 No                                         2014-15        2013-14
 1.  Foreign Exchange Earnings          1,42,13,609       71,92,312
 2.  Foreign Exchange Outgo               89,25,555     3,31,14,745
 21. Particulars of Employees
 In terms of provisions of Section 138 of the Companies Act, 2013 read
 with the Companies (Particulars of Employees) Rules, 1975 as amended
 the Company has no employees who were in receipt of the remuneration of
 Rs.60, 00,000/- or more per annum during the year ended 31st March,
 2015 or Rs. 5, 00,000/- or more per month during any part of the said
 The information pursuant to Section 197 of the Act read with Rule 5(1)
 of the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules, 2014 relating to median employee''s remuneration is made
 available at the registered office of the Company during working hours
 for a period of twenty one (21) days before the date of the meeting.
 22. Extract of Annual Return
 The details forming part of the Extract of the Annual Return in Form
 MGT-9, as required under Section 92 of the Companies Act, 2013 is
 included in this Report as Annexure II and forms part of this Report.
 23. Secretarial Auditor & Report
 The Board has appointed M/s. H S Associates, Practicing Company
 Secretaries to conduct the secretarial audit for the financial year
 2014-15. The Secretarial Audit report for the financial year ended 31st
 March, 2015 is annexed herewith and marked as Annexure III to this
 24. Whistle Blower Policy/ Vigil Mechanism
 The Company has established a vigil mechanism for Directors and
 employees to report their genuine concerns, details of which have been
 given in the Corporate Governance Report annexed to this Report. It is
 available on the Company''s website
 25. 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 on prevention of sexual harassment at workplace
 with a mechanism of lodging complaints, redressal for the benefits of
 its employees. There were no complaints filed against any of the
 employees of the Company under this Act.
 26. Acknowledgment
 The Directors would like to thank all shareholders, customers, bankers,
 contractors, suppliers, joint venture partners and associates of your
 Company for the support received from them during the year. The
 Directors would also like to place on record their appreciation of the
 dedicated efforts put in by the employees of the Company.
                                       On behalf of Board of Directors
                                             For Kridhan Infra Limited
                                                          Anil Agrawal
                                          Chairman / Managing Director
 Date : 14/8/2015 
 Place : Mumbai
Source : Dion Global Solutions Limited
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