To,
The Members of Kridhan Infra Limited
Your Directors present their 17th Annual Report together
with the Audited Financial Statements of the Company for the year ended March 31,2023.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars |
Standalone Year ended |
Consolidated Year ended |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
Total Income |
420 |
1,806 |
649 |
1,857 |
Depreciation |
54 |
254 |
57 |
269 |
Profit/(loss) Before Tax after exceptional items |
(5,000) |
(40,523) |
(5,512) |
(39,955) |
Provision for Taxation |
27 |
(105) |
38 |
(101) |
Appropriation: |
|
|
|
|
Profit/(loss)After Tax |
5,027 |
(40,418) |
(6,433) |
(41,330) |
Attributable to: |
|
|
|
|
Shareholders of the Company |
5,027 |
(40,418) |
(6,433) |
(41,330) |
Non-controlling interests |
|
|
|
|
Opening balance of retained earnings |
(56,245) |
(15,827) |
(59,621) |
(18,291) |
Add: Profit / (loss) for the year |
(5,027) |
(40,418) |
(6,433) |
(41,330) |
Add: Impairment reversal on consolidation of associate |
- |
- |
1,346 |
- |
Amount available for appropriation |
(61,272) |
(56,245) |
(64,708) |
(59,621) |
Balance to profit/(loss) b / f |
|
|
|
|
Transfer to: |
|
|
|
|
Dividend and Dividend Distribution Tax |
- |
- |
- |
- |
Minority Interest |
- |
- |
- |
- |
Balance carried to Balance Sheet |
(61,272) |
(56,245) |
(64,708) |
(59,621) |
1. Financial Operations & State of Affairs of the Company
During the year under review, the total income of the Company decreased
for the year ended March 31 , 2023 to Rs. 420 Lakhs from Rs. 1806 lakhs achieved during
the previous year.
The Company's loss for year ended March 31,2023 stood at Rs. 5027
Lakhs. The same is on account of provision for trade receivables, impairment of Property,
Plant & Equipment, Loans & Advances, Investments and invocation of corporate
guarantee.
The accumulated losses incurred in the past years have resulted in
erosion of Company's networth. The management is persuing certain settlement proposals
with its lenders and expect favourable outcome, which will help in revival of the Company.
2. Change in the nature of business, if any:
The Company is engaged in Engineering and Construction (E&C)
business.
3. Dividend
In view of the continued losses being incurred, your Directors do not
recommend any dividend for the year.
4. Transfer to Reserves
During the financial year 2021-22 the Company has not transferred any
amount to any reserve.
5. Details of the Companies which have become or ceased to be its
Subsidiaries, Joint Ventures or Associate Companies during the year:
As informed during the last financial year, the subsidiary of the
Company namely Ready Made Steel Singapore Pte. Ltd., is under liquidation process and its
step down subsidiary KH Foges Pte. Ltd. is under scheme of arrangement (Resolution).
Hence, the financial numbers for the year ended 31st March, 2023 are not available. The
financial numbers of one Associate company viz Vijay Nirman Company Private Limited are
also not available, at their end, due to delayed consolidation of accounts and technical
issues in ERP to extract the financials from the system. Hence, due to non availability of
the financial information, the same have not been considered for the purpose of the
consolidated financial results. Accordingly, the Consolidated figures for the year ended
31st March, 2023 includes only the Indian subsidiary's figures. As informed earlier, the
Company has, already impaired its investments and loans outstanding in the overseas
subsidiary Readymade Steel Singapore Pte. Ltd., in its standalone financials. In view of
the same, there will be no material impact of the said liquidation on the financials of
the Company.
Consequently, the consolidated figures for the year ended March 31,
2023 consists of one subsidiary viz. Kridhan Infra Solutions Private Ltd.,
As required pursuant to first proviso to sub section (3) of section 129
read with Rule 5 of Companies (Accounts)Rules, 2014, Form AOC-1 forms part of this report,
appended as Annexure A.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company including consolidated financial statements along with
relevant documents and separate audited financial statement in respect of subsidiary, are
available on the website of the Company at www.kridhan.com
6. Directors and Key Managerial Personnel
As on the date of this Report, your Company has 6 (Six) Directors
consisting of 4 (Four) Independent Directors including 1 (One) Independent Woman Director,
1 (one) Non-Executive Director and 1 (one) Executive Director.
The details of Directors or Key Managerial Personnel who were appointed
or have resigned during the year are as follows:
a. Mr. Anil D. Agrawal -Chairman and Managing Direcor, has been
re-designated as Non-Executive Director and Chairman of the Company with effect from
10.10.2022
b. Mr. Rishi Raj was appointed as Additional Executive Director on
29.09.2022. He has, however, resigned w.e.f. May 08, 2023.
c. Mr. Priyank Anup Jain, Company Secretary & Compliance Officer,
was appointed on 01.06.2022. He has, however, resigned from the Company w.e.f. March 23,
2023 for better future prospects.
d. Mrs. Rajeshree Mishra, Chief Financial Officer of the Company, had
resigned from the Company w.e.f. June 30th, 2022 for better future prospects.
The Company has received declarations from all the Independent
Directors of the Company pursuant to the provisions of Section 149(7) of the Act, stating
that they meet the criteria of independence as provided under the Act and the Listing
Regulations and that they are not disqualified to become Directors under the Act; and in
the opinion of the Board of Directors, all the Independent Directors fulfill the criteria
of independence as provided under the Act read with the Listing Regulations and that they
are independent of the Management. Further, at the time of the appointment of an
Independent Director, the Company issues a formal letter of appointment outlining his
role, function, duties and responsibilities. The format of the letter of appointment is
available on our website atwww.kridhan.com
Brief resume and other details of the Director proposed to be appointed
and re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2,
has been furnished separately in the Notice convening the AGM read with the Annexure
thereto forming part of this Report. Details of the number of meetings of the Board of
Directors and Committees and attendance at the meetings have been furnished in the Report
on Corporate Governance.
7. Board Evaluation:
This year too, the Board of Directors went through an elaborate process
of evaluating its own effectiveness. Accordingly, formal evaluation of Board's, it's
Committee and Directors performance is carried out annually. This was designed to ensure,
amongst other things, that the Board, its Committees and each Director continue to
contribute effectively.
As per Section 134(3)(p) of the Act, a statement indicating the manner
in which formal annual evaluation was made by the Board of their performance and that of
its Committees and individual Directors, has to be furnished to the Members as part of the
Board's Report.
As per provisions of Section 178(2) of the Act, Nomination and
Remuneration Committee shall specify the manner for effective evaluation of performance of
Board, its Committees and individual Directors to be carried out. Further, the Independent
Directors, as part of their mandate under Schedule IV of the Act, need to make an
evaluation of performance of the Board, it's Committee and constituents of the Board apart
from their self-evaluation. Under this process, a structured questionnaire was prepared
after taking into consideration inputs received from the Directors, setting out parameters
of evaluation; the questionnaire for evaluation are to be filled in, consolidated and
discussed with the Chairman. The evaluation by the Independent Directors has been
undertaken at their meeting held on February 14, 2023. The Board of Directors undertook
evaluation of Independent Directors at their meeting held on February 14, 2023 and placed
on its record that the Independent Directors have the requisite qualification, expertise
and track record for performing their duties as envisaged under the Law, and they add
value in the decision making process of the Board.
The criteria for evaluation of performance of Directors, the Board as a
whole and the Board's Committee, as specified by Nomination and Remuneration Committee was
done.
8. Board Familiarization Program:
At the time of appointment of Independent Director, through the
induction process, he/she is familiarized with the Company, the Director's roles, rights
and responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc. Detailed presentations are made before the Board
Members at the Board Meetings covering various areas including business, strategy,
financial performance and forecast, compliances/ regulatory updates, audit reports, risk
assessment and mitigation, industry, roles, rights, responsibilities of Independent
Directors, etc. The Familiarization Program aims to provide insights into the Company to
enable the Independent Directors to understand its business in depth and contribute
significantly to the Company. All Independent Directors attended the orientation and
familiarization programs held during the financial year 2022-23.
The details of training and familiarization programs are available on
our website atwww.kridhan.com
9. Policy on the Directors' appointment and remuneration:
The Company's Policy on the Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of
Directors and other matters as provided under section 178 of the Act is available at
http://www.kridhan.com/kridhan invest policy code of conduct directors.php.
It is affirmed that the remuneration paid to the Company's Directors
during the year has been as per the above terms of the Company.
10. Number of meetings of the Board of Directors:
The Board of Directors met 5 (Five) times during the Financial Year
under review. The intervening gap between any two meetings was not more than 120 days as
prescribed under the Act. Details of the dates of Board Meetings and the attendance of the
Directors at the Board Meetings are provided separately in the Report on Corporate
Governance.
11. Committees of the Board:
As on March 31, 2023, the Board had three Committees namely, Audit
Committee, Nomination and Remuneration Committee and Stakeholder's Relationship Committee.
The Composition of all the Committees is in line with the requirement of the Act and the
Listing Regulations. During the year, all the recommendations made by the Committees were
approved by the Board.
A detailed note on the composition of the Audit Committee, Nomination
and Remuneration Committee, Stakeholder's Relationship Committee is provided separately in
the Report on Corporate Governance.
12. Corporate Social Responsibility (CSR)
In line with the provisions of the Companies Act, 2013 and the rules
framed there under with respect to the Corporate Social Responsibility (CSR), your company
is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to
conduct CSR activities.
13. Vigil Mechanism:
The Company has a 'Whistle Blower Policy'/'Vigil Mechanism' in place.
The objective of the Vigil Mechanism is to provide the employees, Directors, customers,
contractors and other stakeholders of the Company an impartial and fair avenue to raise
concerns and seek their redressal, in line with the Company's commitment to the highest
possible standards of ethical, moral and legal business conduct and fair dealings with all
its stakeholders and constituents and its commitment to open communication channels. The
Company is also committed to provide requisite safeguards for the protection of the
persons who raise such concerns from reprisals or victimization, for whistle blowing in
good faith. The Board of Directors affirms and confirms that no personnel have been denied
access to the Audit Committee. The Policy contains the provision for direct access to the
Chairman of the Audit Committee in appropriate or exceptional cases.
Vigil Mechanism cum Whistle Blower Policy is available on the Company's
website at: http://www.kridhan.com/kridhaninvestpolicywhistleblower.php
14. Audit Reports:
a) Statutory Audit Report:
The financial statements of the Company have been prepared in
accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the
Act. The Company has received an qualified opinion in the Auditors' Report for the
financial year 2022-23.
Management Response
The group is under financial stress from last few years which has taken
toll on the operations of the Company. However, the Company is perusing certain settlement
proposals with its lenders and expects a favourable outcome, which will help in revival of
the Company.
b) Secretarial Audit Report:
Secretarial Audit Report issued by M/s. Rinkesh Gala & Associates
for the financial year 2022-23 in Form MR-3 forms part of this report and annexed hereto
as Annexure B.
The Secretarial Auditor has qualified the Secretarial Audit Report
dated September 8, 2023.
Management Response
a) The company is persuing certain settlement proposals with its
lenders and expects a favorable outcome, which will help in revival of the Company.
(b) The Due to on going financial stress, candidates for CS and CFO
commit for joining but delay / not join on one pretext or other. The management is taking
appropriate measures for appointing them and also ensure timely compliances
Auditors:
a) Statutory Auditors:
M/s Bagaria & Co., LLP - Chartered Accountants
(FRN No. 113447W), the present statutory auditors have expressed their
inability to continue citing load of assignments and wanted increase in remuneration. The
will hold the office until the conclusion of the 17th Annual General Meeting
and have given a notice in writing expressing their inability to continue, citing work
load and wanted increase in remuneration.
M/s B.R. Kotecha & Co., Chartered Accounts (FRN No.) have been
recommended by the Audit Committee and pursuant to the provisions of Sections 138, 142 and
all other applicable provisions of the Act, read with the Companies (Audit and Auditors)
Rules, 2014 and all other applicable rules made under the Act. The Company has received
confirmation from them to the effect that they are not disqualified from continuing as
Auditors of the Company. The Board of Directors has considered and recommended the
proposed appointment of M/s B.R. Kotecha & Co., Chartered Accounts, as the
statutory auditors of the Company in place of M/s Bagaria & Co, LLP Chartered
Accountants (FRN No. 1 1 3447W), the retiring auditors of the Company, for a first
term of five consecutive years commencing from the conclusion of the 17th
Annual General Meeting (AGM), at a remuneration as may be recommended by the Audit
Committee and fixed by the Board of Directors of the Company in addition to out of pocket
expenses as may be incurred by them during the course of audit.
Other relevant information has been furnished at the item no. 3 of the
Notice convening the AGM.
b) Observations of statutory auditor on financial statements for the
year ended 31.03.2023.
The management has given its response in the above paragraphs to the
qualifications of the statutory auditor and secretarial auditor.
c) Secretarial Auditors:
As required under provisions of the Section 204 of the Companies Act,
2013, the report in respect of the Secretarial Audit carried out by M/s Rinkesh Gala &
Associates, Practicing Company Secrtaries, in Form MR 3 for FY 2022- 23 forms part to
these report, marked as Annexure-B.
d) Internal Auditors:
The Company has an in house Internal Audit (IA) function. To maintain
its objectivity and independence, the IA function reports to the Chairman of the Audit
Committee of the Board. The IA department evaluated deficacy and adequacy of the Internal
Control Systems, its compliance with the operating systems and the policies of the Company
and Accounting procedures at all locations of the Company.
15. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy and technology absorption have not been furnished
considering the nature 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 development or import substitution:
NA
c) in case of imported technology (imported during the last three years
reckoned from the beginning of the financial year): NA
* the details of technology imported;
* the year of import;
* whether the technology has been fully absorbed;
* if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; 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, 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 in Rs. lakhs)
Sr. No. Particulars |
2022-23 |
2021-22 |
1. Foreign Exchange Earnings |
NIL |
NIL |
2. Foreign Exchange Outgo |
NIL |
NIL |
16. 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 corporate office of the Company during working hours for a period of
twenty-one (21) days before the date of the meeting.
17. Extract of Annual Return
As provided under Section 92(3) and Section 134 (3) (a) of the
Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the
website of the Company at www.kridhan.com
18. Share Capital
The paid up Equity Share Capital as at March 31, 2022 stood at 18.96
Crore. During the year under review, the Company has not issued shares or convertible
securities or shares with differential voting rights nor has granted any stock options or
sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.
19. Management Discussion and Analysis Report
In terms of Regulation 34 read with Schedule V 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.
20. Directors' Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to
the audited financial statements of the Company for the year ended March 31,2023, the
Board of Directors hereby 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,
wherever applicable;
b) such accounting policies have been selected and applied consistently
and the Directors 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 as at March 31,2022 and
of the losses of the Company for the year ended on that date;
c) proper and sufficient care was taken 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) 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 and that such internal financial controls are adequate and were operating
effectively; and
f) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
21. Particulars of Contracts and Arrangements with Related Parties
Your Company has formulated a policy on Related Party Transactions
including policy for determining material subsidiaries and on materiality of related party
transactions which are 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 financial year under review with related parties were in the ordinary course of
business and on an arm'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
in accordance with the policy of the Company on materiality of related party transactions.
Accordingly, particulars of contracts or arrangements with related parties referred to in
Section 188(1) of the Companies Act, 2013 along with the justification for entering into
such contract or arrangement in FormAOC-2 does not form part of the report. However, the
Directors draw attention of the members to the Standalone Financial Statement which sets
out related party disclosures.
22. 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 Standalone Financial Statements.
23. Internal Financial Controls with reference to the Financial
Statement:
The Company has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information.
The Company has in place adequate internal financial controls with
reference to financial statements. The Company's internal control systems, including
internal financial controls, are commensurate with the nature of its business and the size
and complexity of its operations and the same are adequate and operating effectively.
These systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the
Company's internal control system including internal financial controls.
24. Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
Your Company has always believed in providing a safe and
harassment-free workplace for every individual working in the Company. The Company has
complied with the applicable provisions of the aforesaid Act, including constitution of
the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy. The Policy is gender neutral. We
are pleased to inform you that no complaints pertaining to sexual harassment were received
during the Financial Year 2021-22. The policy can be accessed on the website of the
Company at the link http://www.kridhan.com/kridhan invest policy sexual harassment.php
25. Secretarial Standards:
The Company has complied with all the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India and notified by the Central
Government.
26. Cost Records:
As per Section 148(1) of the Act read with the Companies (Cost Records
and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products
manufactured by the Company.
27. Other Disclosures/Reporting:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no events/ instances/transactions occurred on
these items during the year under review:
a) 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 the report;
b) Details relating to deposits covered under Chapter V of the Act;
c) Voting rights which are not directly exercised by the employees in
respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Act);
d) Significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future; and
e) Details in respect of frauds reported by the Auditors under section
143(12) other than those which are reportable to the Central Government, as there were no
such frauds reported by the Auditors.
28. Acknowledgements:
Your Board wish to place on record their appreciation and acknowledge
with gratitude the support and cooperation extended by the Government Authorities,
Bankers, Customers, Employees and Members during the year under review and look forward to
their continued support.
For and on behalf of the Board of Directors |
Kridhan Infra Limited |
Date: September 9, 2023 |
Gautam Suri |
Place: Mumbai |
Executive Director |
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DIN:08180233 |
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