Home  »  Company  »  B L Kashyap & Sons  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of B L Kashyap & Sons Ltd.

Mar 31, 2015

To the Members,

The Directors are pleased to present the 26th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Your Company's standalone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31st March, 2015 31st March, 2014

Income from operations 807.58 1282.49

Other Income 37.37 28.01

Total Income 844.95 1310.50

Total Expenditure 836.22 1267.73

Finance Cost 75.32 92.26

Profit/(Loss) before Tax & Exceptional items (66.59) (49.49)

Exceptional items - 81.55

Frofit/(Loss) before Tax (66.59) (131.04)

Tax Expenses (14.20) (44.92)

Profit/(Loss) after Tax (52.39) (86.12)

Extra Ordinary Items/prior period expenses - -

Net Profit / (Loss) for the year (52.39) (86.12)

Earnings per share, on the face value of Re. 1 /- each (in Rs.) (2.55) (4.19)

No. of shares 205440000 205440000

STATE OF COMPANY AFFAIRS

During the financial year 2014-15, the company has on a standalone basis, registered total revenue of Rs. 807.58 Crores as compared to Rs. 1282.49 Crores in the previous year representing a decline of 37%. The decline is due to difficult macroeconomic environment which affect operations of your Company's clients & consequent impact on your Company.

Correspondingly total expenditure excluding finance cost was lower by 34% from Rs. 1267.73 Crores in 2013-14 to Rs. 836.22 Crores in 2014-15.

Loss before tax, exceptional and extraordinary items was Rs. 66.59 Crores in 2014-15 against Loss of Rs. 131.04 Crores in 2013-14 and Loss after tax was Rs. 52.39 Crores in 2014-15 against Loss of Rs. 86.12 Crores in 2013-14.

APPROPRIATIONS:

A. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2015 due to losses incurred during the year.

B. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

OPERATIONAL OVERVIEW

Completed Projects

During the year under review, the Company has executed contractual projects covering an area of approx. 8.07 million square feet in 20 cities.

Ongoing Projects

The Company currently has 32 ongoing contractual projects located in 20 cities aggregating to approx. 29.44 million square feet under various stages of construction.

The Company has a geographic presence in 20 cities and 14 states across India.

CORPORATE DEBT RESTRUCTURING

The Construction industry has been facing many constraints in recent times due to lack of efficient and stable regime and policy, which has led to delay in project completion and project stage certification, which affects the payment release - the commonly used deferment strategy by the clients. This delay in payment by clients results in liquidity crisis for the industry / company which has percolated into delayed payments or defaults with suppliers / subcontractors/ banks /statutory authorities / employees.

Further the dip in sales was mainly due to delay in project schedule, cancellation of projects and drop in certification and claims. The material cost and subcontractor cost have increased, on account of lower sales and delayed payments to vendors resulting in higher cost of inputs. The delayed certification and release of payments had led to delay in execution, /unabsorbed overheads /cash crunch situation due to lower volumes and higher costs including finance costs. These factors have also led to invocation of some of Bank Guarantees.

In such a situation, most construction/infrastructure contractors and service providers in India are not only highly over-leveraged but also are facing severe financial strain. Such as your Company, had decided to re-align its debts through a formally recognized process of debt restructuring in the last fiscal year under the framework of Corporate Debt Restructuring (CDR).

The debt restructuring proposal of the Company was referred to the Corporate Debt Restructuring (CDR) Cell by State Bank of India. The restructuring under CDR inter-alia provides for financial restructuring through reduction in interest rates and appropriately designed repayments.

The CDR cell approved the package vide its letters dated 31st December 2014 giving certain terms and conditions for the business and financial restructuring including sharing of security among lenders.

Please refer to the relevant section in the Management's Discussions and Analysis Report for further details.

FUTURE PROSPECTS

With the restructuring of its debt and implementation of the package approval by the CDR Cell your Company believes that it will gradually be able to turn its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees, lenders and customers during the financial stressed period and all efforts are being made to keep this support intact.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 205A(5) and 205C of the Companies Act, 1956, relevant amount which remain unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates , to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th September, 2014 (date of last Annual General Meeting) on the Company's website (www.blkashyap.com), as also on the Ministry of Corporate Affairs' website.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There is no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2015:

NAME STATUS

BLK Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step down subsidiaries or in the nature of business of subsidiaries, during the year under review.

None of the above subsidiaries/ step sown subsidiaries is a material non-listed Indian subsidiary since there turnover or networth (i.e. paid-up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the form AOC-1 and same is enclosed to this report as 'Annexure -A'.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. 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.

Information on related party transactions pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rule, 2014 are given in form AOC-2 as 'Annexure -B' and the same forms part of this report.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.blkashyap.com/doc/RelatedPartyTranc/Policy.pdf

Your Directors draw attention of the members to Note 3.2.2 to the financial statement which sets out related party disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

(ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review;

(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 of the Company on a going concern basis.

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Company's Act, 2013 Mr. Vinod Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors, in compliance with the provision of Section 149 of the Companies Act, 2013, Clause 49 of the Listing Agreement and upon recommendation of Nomination and Remuneration committee, appointed Mr. Naresh Lakshman Singh Kothari and Ms. Poonam Sangha as Additional Directors of the Company, to hold office upto to date of forthcoming Annual General Meeting and are eligible to be appointed and Independent Directors of the Company. The Company has received notice in writing from members proposing their candidature as Director.

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.

Your Board recommends their appointment/re-appointment.

Mr. P.S. Shenoy, Independent Director of the Company and Mr. Ashok Bansal, CFO of the Company has resigned with effect from 17th June, 2014 and 17th December, 2014 respectively. The Board places on record its appreciation for valuable contribution made by them during their tenure.

NUMBER OF MEETINGS OF THE BOARD

The Board meets on regular intervals to discuss on Company/business policy, strategy and financial results apart from other business. A tentative calendar of Meetings is prepared and circulated in advance to the Directors to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

During the year Eight Board Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Sood Brij & Associates, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

AUDITOR'S REPORT

The observation made in the Auditors' Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

There was no qualifications, reservations or adverse remarks made by the Auditors in their report.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Sharma Jain & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2015.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

There was no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

The Secretarial Audit report is annexed herewith as "Annexure-C".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility Committee (CSR Committee) on 28th May, 2014. The details about the composition of CSR Committee, development and initiatives taken by the Company on CSR is annexed as "Annexure-F".

Due to losses in the past financial years no expenditure has been made by the Company, towards CSR activities.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place an alert procedure "Vigil Mechanism / Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The procedure in "Vigil Mechanism / Whistle Blower Policy" ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

LISTING

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to these Exchanges.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rule 2014 and applicable Clauses of Listing Agreements with the Stock Exchanges and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 4.14 Lacs.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year

Non-executive directors Ratio to median remuneration

Mr. H.N. Nanani -

Justice C.K. Mahajan (Retd.) -

Mr. Naresh Lakshman Singh Kothari -

Ms. Poonam Sangha -

* No remuneration was paid to Non-executive directors except sitting fees.

Executive directors Ratio to median remuneration

Mr. Vinod Kashyap -

Mr. Vineet Kashyap -

Mr. Vikram Kashyap -

* No remuneration was paid to Executive directors

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Directors, Chief Executive Officer, Chief Financial Officer % increase in remuneration in the financial year and Company Secretary

Mr. Vinod Kashyap -

Mr. Vineet Kashyap -

Mr. Vikram Kashyap -

Mr. Ashok Bansal (upto 17 December, 2014) 'CFO' -

Mr. Pushpak Kumar 'CS' -

c. The percentage increase in the median remuneration of employees in the financial year: NA

d. The number of permanent employees on the rolls of Company: 1402

e. The explanation on the relationship between average increase in remuneration and Company performance:

No increment has been given to the employees in general and managerial personnel during the Financial year 2014-15.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

*Aggregate remuneration of key managerial personnel (KMP) 36.92 in FY15 (Rs. Lakhs)

Revenue (Rs. Lakhs) 80758.31

$Remuneration of KMPs (as % of revenue) 0.04

Profit/(Loss) before Tax (PBT) (Rs. Lakhs) (6659.49)

"Remuneration of KMP (as % of PBT) NA

* No remuneration was given to executive directors $ includes remuneration of CFO and CS only.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization (Rs. Lakhs) 27939 11710 138%

*Price Earnings Ratio (0) (0) (0)

* Price Earnings Ratio for FY 2013-14 and 2014-15 was in negative.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31,2015 *March 17,2006(IPO) % Change

Market Price (BSE) 13.70 68.50 (80%)

Ivlarket Price (NSE) 13.60 68.50 (80%)

*Adjusted for 1:1 bonus issue and split of shares from Rs. 10 to Rs. 1.

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

No increment has been given to the employees in general and managerial personnel during the Financial year 2014-15.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Vinod Mr. Vineet Mr. Vikram Mr. Ashok Mr. Pushpak Kashyap, Kashyap Kashyap (Jt. Bansal *(CFO) Kumar (Chairman) (Managing Managing (Company Director) Director) Secretary)

Remuneration in FY15 (Rs. Lakhs) NIL NIL NIL 22.89 14.03

Revenue (Rs. Lakhs) 80758.31

Remuneration as % of revenue NIL NIL NIL 0.028 0.017

Profit before Tax (PBT) (Rs. Lakhs) (6659.49)

Remuneration as % of PBT NIL NIL NIL NA NA

* till 17th December, 2014

k. The key parameters for any variable component of remuneration availed by the directors:

None.

1. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate 'Annexure-D' forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

Further, the Company regularly submits the quarterly Corporate Governance compliance report to Stock Exchanges and also uploads the same on its website.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's 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 the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-E".

ELECTRONIC FILING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.blkashyap.com within the prescribed time limit.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap

Dated: 14th August, 2015 Chairman Managing Director

DIN:00038854 DIN:00038897


Mar 31, 2014

Dear members,

The Directors are pleased to present the 25th Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company''s stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31st March, 2014 31st March, 2013

Income from operations 1282.49 1508.32

Other Income 28.01 37.73

Total Income 1310.50 1546.05

Total Expenditure 1267.73 1441.83

Finance Cost 92.26 98.72

Profit/(Loss) before (49.49) 5.51 Tax & Exceptional items

Exceptional items 81.55 (2.24)

Profit/(Loss) before Tax (131.04) 7.75

Provision for Tax (51.64) (0.66)

Profit / (Loss) after Tax (79.39) 8.41

Extra Ordinary Items/prior 6.72 - period expenses

Net Profit / (Loss) for the year (86.12) 8.41

Earnings per share, on (4.19) 0.41 the face value of Rs. 1 each (in Rs.)

No. of shares 205440000 205440000

FINANCIAL REVIEW

During the year 2013-14 your Company''s total turnover was Rs. 1282 Crores as against Rs. 1508 Crores during the previous year reflecting a decline of 15% on due to difficult macroeconomic environment which affect operations of your Company''s clients & consequent impact on your Company.

Correspondingly total expenditure excluding finance cost was lower by 12% from Rs. 1441.83 Crores in 2012-13 to Rs. 1268 Crores in 2013-14.

Loss before exceptional and extraordinary items was Rs. 49.49 Crores in 2013-14 against profit of Rs. 5.51 Crores in 2012-13 and Loss after tax (including exceptional and extraordinary item/prior period expenses) was Rs. 86.12 Crores in 2013-14 against profit of Rs. 8.41 Crores in 2012-13.

APPROPRIATIONS:

A. DIVIDEND

In view of the losses, the Board of Directors do not recommend any dividend.

B. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. H. N. Nanani as the Chairman and Mr. Vinod Kashyap, Mr. Vineet Kashyap and Mr. Vikram Kashyap as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, if any.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2014:

NAME STATUS

B L K Lifestyle Limited Subsidiary Company

Security Information Systems Subsidiary Company (India) Limited

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Vikram Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Director confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31st March, 2014 and of the Loss of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to these Exchanges.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 1.65 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2013-14 are set out in annexure to the Directors'' Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Sood Brij & Associates, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2014 does not contain any qualification.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not require further explanation.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''''Green Initiative in Corporate Governance'''' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company or Registrar & Transfer Agent , so as to enable the Company to send all notices/ Reports /documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

ELECTRONIC FILING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. ''www.blkashyap.com'' within the prescribed time limit.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 205A(5) and 205C of the Companies Act, 1956, relevant amount which remain unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates , to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 21st September, 2013 (date of last Annual General Meeting) on the Company''s website: www.blkashyap.com. as also on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap Dated : 28th May, 2014 Chairman Managing Director DIN:00038854 DIN:00038897


Mar 31, 2013

To the Members,

The Directors take pleasure in presenting their 24th Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31 March, 2013.

FINANCIAL RESULTS

Your Company''s stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31 March, 2013 31 March, 2012

Income from operations 1508.32 1921.20

Other Income 38.81 45.65

Total Income 1547.13 1966.85

Total Expenditure 1541.62 1963.07

Proft before Tax & Exceptional Items 5.51 3.78

Exceptional items (2.24)

Provision for Tax (0.66) 2.19

Proft after Tax 8.41 1.59

Proft brought forward from previous year 247.68 247.29

Proft available for Appropriation 256.09 248.87

Less: Appropriations

Proposed Dividend 1.02 1.02

Dividend Tax 0.17 0.17

Proft Transferred to General Reserve

Balance carried forward to Balance Sheet 254.90 247.68

Earnings per share, on the face value of Rs. 1/- each (in Rs.) 0.41 0.08

No. of shares 205440000 205440000

FINANCIAL REVIEW

During the year 2012-13 your Company''s total turnover was Rs. 1508 Crores as against Rs. 1921 Crores during the previous year refecting a decline of 21% on due to diffcult macroeconomic environment which affected operations of your Company''s clients & consequent impact on your Company.

Correspondingly total expenditure was lower by 21% from Rs. 1963 Crores in 2011-12 to Rs. 1541 Crores in 2012-13.

Proft before Tax & Exceptional Items increased from Rs. 3.78 Crores as in 2011-12 to Rs. 5.51 Crores in 2012-13 and Proft after tax (including exceptional items) increased from Rs. 1.59 Crores in 2011-12 to Rs. 8.41 Crores in 2012-13.

APPROPRIATIONS

a. DIVIDEND

The Directors are pleased to recommend for your kind approval a dividend of Rs. 0.05 per equity share (Face Value of Rs. 1 each) for the fnancial year ended 31 March, 2013 aggregating to Rs. 1.02 Crores (Previous year Rs. 0.05 per equity share of face value of Rs. 1 each aggregating to Rs. 1.02 Crores).

b. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956.

AUDITORS'' REPORT

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31 March, 2013:

Name Status

B L K Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step down Subsidiary Company

Soul Space Hospitality Limited Step down Subsidiary Company

As per Section 212 of the Companies Act, 1956, companies are required to attach the Directors'' report, Balance sheet and Proft & loss account of its subsidiaries. The Ministry of Corporate Affairs vide its Circular no. 2/2001 dated 8 February, 2011 has provided an exception, to companies from complying with section 212 provided such companies publish the audited consolidated fnancial statements in the Annual Report. The Annual Report for 2012-13 does not contain the fnancial statement of our subsidiaries and step down subsidiaries. The Audited Annual Accounts and related information of our subsidiaries and step down subsidiaries, where applicable will be made available upon request.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confrm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31 March, 2013 and of the Proft of the Company for the year ended on that date;

(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to these Exchanges.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the Consolidated Financial Statements are provided in the Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 0.22 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certifcation, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labour, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed. Every possible measure is taken to protect environment and ensure occupational health and safe working for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certifcation, which reinforces & is benchmark for the quality of safety standard and practices which are regularly used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2012-13 are set out in annexure to the Directors'' Report.

DIRECTORS

In accordance with the provisions of the Company''s Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kashyap and Mr. Vineet Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause-49 of the Listing Agreement forms part of the Annual Report.

The requisite Certifcate from the Auditors of the Company confrming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received certifcate from the Auditors to the effect that their re-appointment, if made, would be within prescribed limit under Section 224(1-B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''''Green Initiative in Corporate Governance'''' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21 April, 2011 all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company or Registrar & Transfer Agent , so as to enable the Company to send all notices/ Reports /documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

ELECTRONIC FILING

The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.blkashyap.com within the prescribed time limit.

TRANSFER OF UNCLAIMED SHARE APPLICATION MONEY TO IEPF

Pursuant to section 205A(5) of the Companies Act, 1956, the share application money received in fnancial year 2005-06 which remain unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act.

UNPAID AND UNCLAIMED DIVIDEND TO IEPF

For the purpose of benefting our shareholders who have not claimed dividend for the fnancial year 2005-06, which is due for transfer to IEPF on or after 15 September, 2013, we have sent separate letters requesting them once again to claim their unclaimed dividend amount for the said fnancial year. Such shareholders were requested to write to the Company Secretary/RTA for claiming their unpaid/ unclaimed dividend.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap

Dated : 13.08.2013 Chairman Managing Director

DIN:00038854 DIN:00038897


Mar 31, 2012

The Directors take pleasure in presenting their 23rd Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company's stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. in Crores)

Year ended March 31, 2012 March 31, 2011

Income from operations 1921.20 1532.66

Other Income 48.35 46.62

Total Income 1969.54 1579.28

Total Expenditure 1965.74 1504.47

Profit before Tax 3.80 74.81

Tax Expenses 2.21 25.41

Profit after Tax 1.59 49.40

Profit brought forward from previous year 247.29 210.08

Profit available for Appropriation 248.88 259.48

Less: Appropriations

Proposed Dividend 1.02 2.05

Dividend Tax 0.17 0.34

Profit Transferred to General Reserve - 9.80

Balance carried forward to Balance Sheet 247.69 247.29

Earnings per share, on the face value of Re. 1/- each 0.08 2.04

No. of shares 205440000 205440000

FINANCIAL REVIEW

Your company achieved highest ever turnover during the financial year 2012 however, on account of increase in input and interest costs, the margins have declined, resulting in reporting of lower profit during the year.

The Revenue of the Company from operations including other income was Rs.1921.20 Crores as against Rs. 1532.66 Crores during the previous year showing a growth of over 25.35%.

Total expenditure increased by 30.66% from Rs. 1504.47 Crores as in 2010-11 to Rs. 1965.74 Crores in 2011-12.

Profit before tax decreased by 94.91% from Rs. 74.81 Crores as in 2010-11 to Rs. 3.80 Crores in 2011-12 and Profit after tax decreased by 96.79% from Rs.49.40 Crores in 2010-11 to Rs. 1.59 Crores in 2011-12.

APPROPRIATIONS:

a. DIVIDEND

The Directors are pleased to recommend for your kind approval a dividend of Rs. 0.05/- per Equity Share (Face Value of Re. 1/- each) for the financial year ended 31st March, 2012 aggregating to Rs. 1.02 Crores (Previous year Re. 1/- per Equity Share of face value of Rs. 1/- each aggregating to Rs. 2.05 Crores).

b. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

AUDITORS' REPORT

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not require further explanation.

SUBSIDIARIES

We have four subsidiaries and two step sown subsidiaries as on 31st March, 2012:

Name Status

B L K Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

As per Section 212 of the Companies Act, 1956, Companies are required to attach the directors' report, balance sheet and profit & loss account of it's subsidiaries. The Ministry of Corporate Affairs vide its Circular no. 2/2001 dated February 8, 2011 has provided an exception, to companies from complying with section 212 provided such companies publish the audited consolidated financial statement in Annual Report. The Annual Report for 2011-12 does not contain the financial statement of our subsidiaries and step down subsidiaries. The Audited Annual Accounts and related information of our subsidiaries and step down subsidiaries, where applicable will be made available upon request.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Director confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The requisite annual listing fees have been paid to these Exchanges.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the Consolidated Financial Statements are provided in the Annual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of electricity.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 1.20 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2011-12 are set out in annexure to the Directors' Report.

DIRECTORS

In accordance with the provisions of the Company's Act, 1956 and the Articles of Association of the Company, Mr. P.S. Shenoy and Mr. Justice C.K. Mahajan (Retd.), Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from the Auditors to the effect that their re-appointment, if made, would be within prescribed limit under Section 224(1-B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its gratitude to the Customers, Vendors and Investors for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. All our efforts for sustaining the growth would not be possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors

B.L. KASHYAP AND SONS LIMITED

Place: New Delhi Vinod Kashyap Vineet Kashyap

Dated: 30th May, 2012 Chairman Managing Director

DIN: 00038854 DIN: 00038897


Mar 31, 2010

The Directors take pleasure in presenting their21st Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS (Rs.in Crores)

Year ended March 31, 2010 2009

Gross Sales / Total Income 1053.46 1482.47

Profit before Interest, Bank Charges, Depreciation & Tax 119.01 154.72

Less :

Interest 43.45 18.98

Depreciation 17.24 18.84

Profit before Tax 58.32 116.90

Provision for Tax

-Current 17.33 37.31

- Deferred Tax {(Assets) / Liability} (0.88) 0.24

- Fringe Benefit Tax 0 0.47

Wealth Tax 0.05 0.04

Profit after Tax 41.82 78.84

Less:

Prior Period Tax Adjustment - 0.80

Add:

Profit brought forward from previous year 194.26 140.42

Profit available for Appropriation 236.08 218.46

Less :

Proposed Dividend 2.05 2.05

Dividend Tax 0.35 0.35

Profit Transferred to General

Reserve 23.60 21.80

Balance carried forward to Balance Sheet 210.08 194.26

Earnings per share, on the face value of Rs.5/- each 20.36 37.98

No. of shares 20544000 20544000



FINANCIAL REVIEW

Revenue of the Company decreased by 28.93% from Rs. 1482.24 Crores in 2008-09 to Rs.1053.46 Crores in 2009-10. Other income increased by 72.58% to Rs.34.81 Crores in 2009-10, primarily due to Interest received on Inter Corporate Deposits (ICDs).Total expenditure reduced by 27.09 % from Rs. 1365.33 Crores in 2008-09 to Rs. 995.15 Crores in 2009-10. Profit before tax decreased by 50.11 % from Rs. 116.90 Crores in 2008-09 to Rs. 58.32 Crores in 2009-10 and Profit after tax decreased by 46.95 % to Rs. 41.82 Crores in 2009-10.

APPROPRIATIONS

DIVIDEND

The Directors are pleased to recommend for the approval of the members, a dividend of Re. 1/- (20%) per Equity Share of the face value of Equity Share of Rs. 5/- each (previous year Re.1/- per Equity Share of Rs. 5/- each), amounting to Rs. 2,05,44,000/- (previous year Rs 2,05,44,000/-) out of the current years profit on 2,05,44,000 Equity Shares of Rs. 5/-each.The payout ratio of dividend (together with Dividend distribution tax) works out to 5.75 % of the Net Profit After Tax.

TRANSFER TO RESERVES

We propose to transfer Rs. 23.60 Crores to the General Reserve and Rs. 15.82 Crores is proposed to be retained in the Profit & Loss Account. The Cumulative balance of Profit & Loss account is Rs. 210.08 Crores.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

AUDITORSREPORT

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require further explanation.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Audited Balance Sheet as at 31st March, 2010 and Profit & Loss Accounts for the year ending as on that date together with the Reports of Directors and Auditors thereon of M/s Soul Space Projects Limited, M/s B L K Lifestyle Limited, M/s Security Information Systems (India) Limited, M/s BLK Infrastructure Limited the Subsidiary Companies and M/s Soul Space Realty Limited and M/s Soul Space Hospitality Limited the step down Subsidiary Companies are provided elsewhere in the Annual Report. Statement as required under Section 212 of the Companies Act, 1956 is also annexed herewith. The consolidated Balance Sheet of M/s B.L. KashyapAnd Sons Limited and its Subsidiary Companies and step down Subsidiary Companies for the Financial Year ended 31 st March, 2010 and Profit and Loss Account for the Financial Year ended on that date together with the Schedules is attached hereto.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts of the Company on a going concern basis.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which form part of theAnnual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of electricity.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 0.84 Crores.

ISO CERTIFICATE

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2000, ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007, Certification for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

DOCUMENT MANAGEMENT SYSTEM DMS

The IT process at BLK is one of continuous improvement, In the past years, BLK standardized all its major applications across all locations on the Enterprise Resource Planning (ERP) i.e. Microsoft Dynamics Navision Software. In prolongation to its commitment towards environment protection, we are working on document management system i.e. DMS for storage and tracking of the documents on electronic media. DMS will eliminate the use of paperto a great extent.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The company has been accredited with OHSAS 18001 : 2007 Certificate which re- enforces and is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2009-10 are set out in annexure to the Directors Report.

DIRECTORS

In accordance with the provisions of the Companys Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kashyap and Mr. Vineet Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, A report on Corporate Governance and Management Discussion and Analysis form part of this Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors certificate confirming compliance of the Corporate Governance is attached to the Report on Corporate Governance.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants (Firm Registration No. 00350N), Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from the Auditors to the effect that their re appointment, if made, would be within prescribed limit under Section 224(1-B)of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Bankers, GovernmentAuthorities.

The Board also wishes to place on record its gratitude to the Customers, Vendors and Investors for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. All our efforts for sustaining the growth would not be possible but for their hard work, solidarity cooperation and support. For and on behalf of the Board of Directors of B.L. Kashyap And Sons Limited

Place : New Delhi (Vinod Kashyap) (Vineet Kashyap)

Dated :7th August, 2010 Chairman Managing Director



 
Subscribe now to get personal finance updates in your inbox!