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Kridhan Infra

BSE: 533482|NSE: KRIDHANINF|ISIN: INE524L01026|SECTOR: Miscellaneous
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Directors Report Year End : Mar '16    Mar 15

To,

The Members of

Kridhan Infra Limited

The Directors present their 10th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS

('' in Lacs)

Particulars

Standalone Year ended

Consolidated Year ended

31.03.2016

31.03.2015

31.03.2016

31.03.2015

Total Income

5707.69

8028.97

48870.51

65173.80

Depreciation

89.38

88.00

3270.65

2783.61

Profit Before Tax

171.08

169.14

2821.19

3663.50

Provision for Taxation

41.54

43.65

575.49

438.99

Appropriation:

Profit After Tax

129.54

125.49

2245.70

3224.51

Balance of profit b/f

728.86

664.88

9726.27

6818.40

Transfer to:

Dividend and Dividend Distribution Tax

145.47

61.51

-

-

Minority Interest

0.00

0.00

226.01

316.64

Balance carried to Balance Sheet

712.93

728.86

11745.96

9726.27

1. Financial Operations & State of Affairs of the Company

The Company is engaged in the business of steel product manufacturing. There has been no change in the business of the Company during the financial year ended 31st March, 2016.

On Standalone Basis:

Your Company’s Net Profit Before Tax for the year ended 31st March, 2016 was Rs, 171.08 Lakhs as compared to Rs, 169.14 Lakhs during the previous year, registering growth of 2%.

Your Company achieved the Net Profit after Tax of Rs, 129.54 Lakhs for the financial year ended 31st March, 2016 as compared to Rs, 125.49 Lakhs in the previous year.

On Consolidated Basis:

On consolidated basis your Company’s Net Profit after Tax for the year ended 31st March, 2016 was Rs, 2245.70 Lakhs as compared to Rs, 3224.51 Lakhs during the previous year.

2. Dividend

Your Directors have recommended a dividend of Rs, 0.16 (8 per cent) per equity share for the financial year 2015-16 which, if approved at the ensuing 10th Annual General Meeting (AGM), will be paid to all those equity Shareholders whose names appear in the Register of Members as on Friday, 23rd September, 2016 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 accruals.

3. Financial Statements

As required under the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

4. Transfer to Reserves

During the financial year 2015-2016 the Company has not transferred any amount to any reserve.

5. Statutory Auditors

At the 8th Annual General Meeting of the Company held on 27th September, 2014, M/s. MKPS & Associates., Chartered Accountants, Mumbai (Firm Registration No: 302014E), were appointed as Statutory Auditors of the Company to hold office upto the conclusion of 11th Annual General Meeting. As per Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting of the Company. Accordingly, the appointment M/s. MKPS & Associates., Chartered Accountants, Mumbai (Firm Registration No: 302014E), as Statutory Auditors of the Company, is placed for ratification by the shareholders and to fix remuneration for the financial year ending 31st March, 2017.

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. Comments On Auditor''s Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s MKPS & Associates, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

7. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

8. Public Deposits

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

9. Subsidiaries/ Joint Ventures & Associate Companies

As on 31st March, 2016 the Company had

1. Two main subsidiaries namely:

a) Readymade Steel Singapore Pte Ltd. (Singapore)

b) Kridhan Infra Solutions Private Ltd. (India)

2. 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 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 www.kridhan.com. The Policy for determining material subsidiary is uploaded on the website of the Company and can be assessed at the link http://www.kridhan.com/ kridhan invest policy determining material sub.php. The particulars of Subsidiaries have been given in Form AOC-1 in Annexure I.

10. 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 AOC-2 are not applicable for the year under review.

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 website of the Company at the link http://www.kridhan. com/kridhan invest policy related party transactions.php.

Your Directors draw attention of the members to Note No. 2.35 to the standalone financial statement which sets out related party disclosures.

11. Share Capital

Increase in Paid-Up Capital

During the year, the paid-up capital of the Company has increased from Rs, 13,56,33,530 as of March 31, 2015 to Rs, 14,81,83,530/- as of March 31, 2016.

Following table showing the details of the warrants converted into equity shares during the year:

Date of Board Meeting

Category

Warrants (Before Sub-Division)

Shares

09 April, 2015

Promoter

7,55,000

37,75,000

09 April, 2015

Non Promoter

3,00,000

15,00,000

29 May, 2015

Non Promoter

50,000

2,50,000

22 October, 2015

Non Promoters

1,50,000

7,50,000

The above shares were listed on BSE and NSE Limited

During the year 200000 warrants [1000000 warrants post sub-division] held by non-promoters are not converted into equity shares and hence forfeited in the Board of Directors Meeting of 9th October, 2015.

13. 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 detailed account of state of affairs of the Company’s operations forms part of this Annual Report.

14. 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 Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015 forms part of this Annual Report.

15. Directors/ Key Managerial Personnel (KMP)

During the year, appointment of Ms. Nikki Agarwal (DIN:00182633) was regularized as a Director on the Board on 29th September, 2015 and she is liable to retire by rotation. The CFO of the Company, Mr. Arnab Ghosh resigned from his services towards the company w.e.f. 1st June, 2015 and in his place Mr. Rupesh Jhaveri is appointed as new C.F.O. of the Company w.e.f. 20th May, 2016. Mr. Satyajit Das (DIN: 01573301), Whole Time Director & C.E.O. of the Company resigned w.e.f. 14th November, 2015.

The 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 the Companies Act, 2013. The policy can be accessed on the website of the Company at the link http://www. kridhan.com/kridhan invest policy code of conduct directors.php.

16. Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. Policy on Directors Appointment, Remuneration and 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 and its committees, experience and competencies, performance of specific duties and 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.

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

18. Board Meetings

During the year 7 (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. Board Committees

All Committees of the Board of Directors are in line with the provisions of the Companies Act, 2013 and the applicable SEBI (LODR) Regulations, 2015.

20. 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, 2016 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.

21. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information on conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

a) Conservation of Energy:

i. the steps taken or impact on conservation of energy : NA

ii. the steps taken by the company for utilizing alternate sources of energy : NA

iii. the capital investment on energy conservation equipments; : NA

b) Technology Absorption:

i. the efforts made towards technology absorption; : NA

ii. the benefits derived like product improvement, cost reduction, product development or import substitution; : NA

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) : NA

1. the details of technology imported;

2. the year of import;

3. whether the technology been fully absorbed;

4. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

5. the expenditure incurred on Research and Development : NA

c) Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under:

(Amount Rs,)

Sr. No.

Particulars

2015-16

2014-15

1

Foreign Exchange Earnings

1,54,47,060

1,42,13,609

2

Foreign Exchange Outgo

1,26,84,957

89,25,555

22. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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, 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.

23. 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.

24. Secretarial Auditor & Report

The Board has appointed M/s. HS Associates, Practicing Company Secretaries to conduct the secretarial audit for the financial year 2015-16. The Secretarial Audit report for the financial year ended 31st March, 2016 is annexed herewith and marked as Annexure III to this Report.

25. 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 www.kridhan.com.

26. Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

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

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

28. Material changes and commitment if any, affecting financial position of the Company from the end of financial year till the date of the report

There have been no material changes and commitments, if any, 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 this Report.

29. 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. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy sexual harassment.php.

30. 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.

For and on behalf of the Board of Directors,

Kridhan Infra Limited Anil Agrawal

Date: 20th August, 2016 Chairman & Managing Director

Place: Mumbai DIN: 00360114

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