Home  »  Company  »  KCL Infra Projects  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of KCL Infra Projects Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report thereon for the financial year ended, 31st March, 2015.

1. FINANCIAL PERFORMANCE:

The financial performance of your Company for the Financial Year ended March 31,2015 is summarized below:

( Rs In Lacs)

For the Year For the Year ended ended Particulars on 31st March, on 31st March, 2015 2014

Revenue from Operation

(Including other Operating Income) 521.39 385.54

Other Income 115.02 125.77

Total Revenue 636.41 511.31

Expenses (other than Finance Cost) 582.28 445.92

Finance Cost 26.24 24.81

Total Expenses 608.52 470.73

Profit Before Tax 27.89 40.58

Less: Current Tax 10.13 12.29

Deferred Tax (0.54) (0.40)

Profit/(Loss) after Tax 18.30 28.69

Surplus brought forward from previous years 121.91 93.22

Amount available for appropriations 139.66 121.91

Earnings per share (Rs.) :

Basic 0.07 0.11

Diluted 0.07 0.11

2. PERFORMANCE EVALUATION:

Despite of difficult market conditions, healthy competition in the market and lack of interest of the investors, the performance of your Company has been satisfactory and to achieve the healthy growth for its stakeholders. The performance evaluations of the Company are as under;

Revenue: During the financial year 2014-15, the revenue of the Company has increased from Rs. 511.31 Lacs to Rs. 636.41 Lacs it shows that the revenue of the Company increased by 24.47% approx as compared to previous financial year 2013-14.

Expenses: In Financial Year ended 31st March, 2015, the expense of the Company is increased from Rs. 445.92 Lacs to Rs. 582.28 Lacs as compared to the previous financial year ended on 31st March, 2014. But the finance cost of the Company is increased by Rs. 1.42 Lacs as compared to the previous financial year 2013-14.

Depreciation: Depreciation increased from Rs. 6.80 lacs in the previous year to Rs.12.80 lacs in current year. Pursuant to the enactment of Companies act 2013(the Act), the Company has taken effect from April 2014, reviewed and revised the estimated useful life of its fixed assets, generally in accordance with the provision of schedule II of the act. The consequential impact (after considering the transition provision specified in Schedule II) on the depreciation charged and on the results for the quarter is material.

Profit before Tax: In the financial year 2014-15 the expenses of the Company has increased by 29.26% as compared to previous financial year 2013-14, consequently the profit has decreased by 31.27 % and reached at Rs. 27.89 Lacs.

Tax Expenses: The profit of the Company is decreased in the financial year 2014-15, consequently , the tax expenses of the Company is also decrease in the financial year 2014-15 by 19.34%.

Share Capital: Equity share capital remains unchanged at Rs. 526.62 lacs.

Earning per share: Basic & diluted Earnings per share (EPS) is Rs.0.07 per share as against Rs.0.11 per share in the previous year.

3. DIVIDEND:

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31,2015.

4. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Clause 49 of Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

5. CORPORATE GOVERNANCE REPORT :

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under Clause 49 of the Listing Agreement, forms integral part of this Report. The requisite certificate from the Statutory Auditors of the Company, Mahesh C. Solanki & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report.

6. ANNUAL RETURN:

An Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure I.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 31,2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

8. DIRECTORS AND KEY MANAGERIAL PERSON:

In compliance with the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, the composition of Board of Directors and Key Managerial Personnel are as follows:

S. Director Name DIN Designation No.

1. Mohan Jhawar 00495473 Managing Director

2. Siddharth Maheshwari 03560753 Director cum Chief Financial Officer

3. Alka Soni 01724383 Promoter Non Executive Director

4. Sunita Vora 06486614 Chairman cum Non Executive Independent Director

5. Raju Shivaji Bhosale 05210420 Non Executive Independent Director

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. Therefore, Mr. Siddharth Maheshwari, Mr. Raju Shivaji Bhosale & Mrs. Sunita Vora, Directors of the Company were appointed as Non Executive Independent Director of the Company at the 19th Annual General Meeting held on 30th day of September, 2014 to hold office for the period of 5 years with effect form 01st October, 2014 to 30th September, 2019. The Company has received declarations from all the Independent Directors confirming that each of them meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In the Meeting of the Board of Directors of the Company held on 30th day of September, 2014, Mr. Mohan Jhawar is re-apponited as the Managing Director of the Company for a period of three years with effect from 1st October, 2014 subject to approval of Shareholders in the ensuing Annual General Meeting of the Company.

Further, the board found that Mr. Siddharth Maheshwari, Director of the Company being capable of becoming Chief Financial Officer of the Company, therefore he is appointed as the Chief Financial Officer of the Company with effect from 1st October, 2014 at meeting of Board of Directors held on 30th Sept., 2014, resulting in leaving the post of Independent Director from that date.

According to the provision of clause 49 of the Listing Agreement, the Board of Directors of the Company shall have an optimum combination of Executive and Non-Executive Directors with at least one Woman Director. Further Where the Chairman of the Board is a Non-Executive Director, at least one-third of the Board should comprise Independent Directors and in case the Company does not have a regular Non-Executive Chairman, at least half of the Board should comprise Independent Directors. Therefore in compliance of clause 49 of the Listing Agreement and due to appointment of Mr. Siddharth Maheshwari as Chief Financial Officer of the Company, Mrs. Sunita Vora, Non Executive Independent Director was appointed as Chairperson of the Company in place of Mr. Mohan Jhawar at meeting of Board of Directors of the Company held on 30th Sept., 2014.

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of Familiarization Programme arranged for Independent Directors have been disclosed on the web site of the Company and are available at the following link: (http://www.kclinfra.com).

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The board met Six times during the financial year 2014-15, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the companies act, 2013.

12. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

13. BOARD COMMITTEE:

In terms of Clause 49 of Listing Agreement and as per the provisions of the Companies Act, 2013, Company has constituted the following Board Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Management Committee;

5. Risk Management Committee; and

The composition of all Committees has been stated under Corporate Governance Report forms an integral part of Annual Report.

14. AUDITORS':

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Mahesh C. Solanki & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 19th Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the 22nd AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

15. AUDITORS' REPORT:

The Board has appointed Mahesh C. Solanki & Co., Chartered Accountants to conduct the Statutory Audit for the year 2014-15. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on Financial Statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

16 SECRETARIAL AUDITOR'S REPORT:

The Board has appointed CS Divya Momaya, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does contain only two qualifications. The Details of Qualification sought by the auditor and its explanation made by the Board of Directors are as follows:

1. Constitution of the Board of Directors /Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors are in compliance with the applicable acts, rules and regulations except appointment of Company Secretary under the provisions of section 203 of the Act"

Explanation: Company being responsible Corporate, definitely desires to appoint a well-qualified Company Secretary in compliance of Section 203 of the Companies Act, 2013 and in this context company is trying to search Company Secretary from long duration. Due to deficiency in the number of Company Secretaries, company is not able to appoint Company Secretary pursuant to the provision of section 203 of the Act. Further the Company has also taken an initiative to appoint a well-qualified Company Secretary by approaching the Institute of Company Secretaries of India and very soon, the Company will make suitable appointment to comply with the provisions of section 203 of the Act.

2. "Forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Central Government are in compliance with the applicable acts, rules and regulations except MGT-14 at one instance and MGT-10".

Explanation: Due to applicability of new Companies Act, 2013 and increased burden of compliances and non-clarity in many provisions of the Act, Company unintentionally missed out these compliances but after such instance company is very cautious about the compliance of the provisions of the Act and has been regular in all compliances within the time limit as may be prescribed in the Act.

17. INTERNAL FINANCIAL CONTROL:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

18. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Company's businesses. Risk Management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The Risk Management process in our multi-business, multi-site operations, over the period of time will become embedded into the Company's business systems and processes, such that our responses to risks remain current and dynamic.

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in all functions as may be required from time to time by the Listing Agreement, Companies Act, 2013 and rules made there under and any other statutory, contractual or other regulatory requirements to be attended to by such committee.

Company has also adopted the Risk Management Policy of the Company to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities. This Risk Management Policy is being applied in order to ensure that effective management of risks is an integral part of every employee's job. These include A) Providing a framework that enables future activities to take place in a consistent and controlled manner. B) improving decision making, planning and prioritization by comprehensive and structured understanding of business activities, volatility and opportunities/ threats. C) Contributing towards more efficient use/ allocation of the resources within the organization. D) Protecting and enhancing assets and Company image. E) Reducing volatility in various areas of the business. F) Developing and supporting people and knowledge base of the organization. G) Optimizing operational efficiency.

19. VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 Clause 49 of the Listing Agreement, the Board of Directors has adopted the Vigil Mechanism Policy / Whistle Blower Policy and established an framework for employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: http://www.kclinfra.com.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. An extract of the policy covering these requirements is provided as Annexure III of Board report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as Annexure IV.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year, Company does not have any Subsidiary, Joint venture or Associate Company.

22. PARTICULARS OF EMPLOYEES

The Industrial Relations scenario continued to be cordial. The Company regards its employees as a great asset and accords high priority to training and development of employees. The number of employees as on March 31, 2015 was 10.

The information required pursuant to Section 197 of the Companies Act, 2013 ("the Act") read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary of the Company in this regard.

23. LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the Financial Statement (Please refer to Note No.11 and 12 to the standalone Financial Statement).

24. DISCLOSURE REQUIREMENTS

As per Clause 55 of the Listing Agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this Annual Report.

25. CODE OF CONDUCT

A declaration signed by the Chairman & Managing Director affirming compliance with the Company's Code of

Conduct by the Directors and Senior Management for the Financial Year 2014-15 as required under Clause 49 of the Equity Listing Agreement with Stock Exchanges is included in the Corporate Governance Report which forms part of Corporate Governance report.

26. RELATED PARTY TRANSACTIONS

Only one transaction with related parties falls under the scope of Section 188(1) of the Act. Therefore, the information related to transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Form AOC-2 as Annexure-V integral part of Annual Report.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 and 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. There were no foreign exchange earnings and outgo during the year under review.

28. GENERAL :

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of this report;

b) For the Financial Year ended 31st March, 2015, Your Company has not transferred any amount to General Reserve out of profits available for appropriation;

c) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable;

a) The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet;

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations;

29. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of Board of Directors KCL Infra Projects Limited



Date : August 12, 2015 Mohan Jhawar Siddharth Maheshwari Place : Thane (Managing Director) (Director cum CFO) DIN :00495473 DIN :03560753




Mar 31, 2014

Dear Members

The Directors have immense pleasure in presenting the 19th Annual Report along with the Audited Annual Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended Year ended Year ended 31.03.2014 31.03.2013

Income / Turnover 511.314 511.94

Total Expenditure (excluding Depreciation) 439.12 467.09

Profit/ Loss before Interest, Depreciation & tax 72.19 44.85

Interest and other finance charges 24.82 12.25

Depreciation 6.80 7.30

Profit/(Loss) before tax 40.57 25.30

Provision for taxation/Deferred tax 11.89 7.35

Profit/Loss after tax 28.69 17.95

Earnings per share:

Basic 0.11 0.07

Diluted 0.11 0.07

PERFORMANCE:

It is evident from the above financial review, during the year; the company has achieved a turnover of R 511.314 Lacs as compared to 511.94 lacs in the previous financial year 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

DIVIDEND:

In view of requirement of funds for expansion of the business activities, your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also there are no outstanding public deposits at the end of the year.

DIRECTORS:

Information on the details of directors seeking appointment/re-appointment as required under Clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head ''Additional Information''.

AUDITOR''S REPORT:

M/s. Mahesh C. Solanki & Co. Chartered Accountants (Firm Reg. No. 006228C), the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. s Mahesh C. Solanki & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors hereby confirm thati) In the preparation of the annual accounts for financial year ended 31st March, 2014 the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year and the profit of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 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 for the year ended 31st March 2014 on a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all

communications to its shareholders to their respective registered e-mail addresses. Hence, the Company appeals to its shareholders to register their e-mail addresses with the RTA of the Company and become a part of the initiative and contribute towards a Greener environment.

CORPORATE GOVERNANCE:

As per the requirement of the Listing agreement with stock exchange, your Directors reaffirm their commitment to these standards. A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company form part of this report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Delhi Stock Exchange Association Ltd., Delhi. The Company has paid the annual Listing fee for the financial year 2013-14 to Bombay Stock Exchange Ltd. and the Delhi Stock Exchange Association Ltd.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

During the period under review, there were no employees drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 2013 and Listing Agreement with the Stock Exchanges, the Audit Committee of the company is comprised of Two non-executive independent Directors and One Executive Director viz.,

Name of the Directors Categories

Mr. Mohan Jhawar Executive Director

Mr. Sidharth Maheshwari Non-Executive and Independent Director

Mr. Raju Shivaji Bhosale Non-Executive and Independent Director

ACKNOWLEDGEMENT:

Your Directors acknowledges their sincere appreciation for the support extended by the statutory authorities, banks, stock exchanges, advisors, Clients, Customers, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.



For and on behalf of the Board For KCL Infra Projects Ltd. (CIN L45201MH1995PLC167630)

Sd/- Sd/- Mohan Jhawar Alka Soni Place: Thane (DIN 00495473) (DIN 01724383) Date: 30.05.2014 (Managing Director) (Director)


Mar 31, 2012

To the Members,

The Directors have pleasure in presenting the 17th Annual Report along with the Audited Annual Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS: (Rs. In Lacs)

Particulars Year ended Year ended 31/03/2012 31/03/2011

Income / Turnover 2241.76 13872.01

Total Expenditure (excluding Depreciation) 2212.85 13846.45

Profit/ Loss before Interest, Depreciation & tax 28.91 25.56

Interest and other finance charges 5.41 0.36

Depreciation 6.73 3.00

Profit/(Loss) before tax 16.77 22.20

Provision for taxation/Deferred tax 5.52 6.82

Profit/Loss after tax 11.26 15.38

Earning per share:

Basic 0.04 0.06

Diluted 0.04 0.06

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

CHANGE IN THE CAPITAL STRUCTURE OF THE COMPNAY:

During the period under the review the Company has allotted 1,080,000 equity shares on preferential basis on 27th May, 2011 after taking the approval of Members in Extraordinary General Meeting held on 25th day of March, 2011.

DIVIDEND:

In view of requirement of funds for expansion of the business activities, your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits at the end of the year.

DIRECTORS:

Mr. Anurag Inani has resigned from the Directorship of the Company w.e.f. 30th September, 2011. The Board expresses its gratitude to the outgoing director for his services to the company during his tenure.

Mr. Raju Shivaji Bhosale was appointed as an additional Director with effect from 20th February, 2012. He holds office of the Director up to the date of the ensuing Annual General Meeting.

Mr. Naval Saraf retires by rotation at the ensuing Annual General Meeting and showed his unwillingness for re-appointment as Directors of the Company.

Information on the details of directors seeking appointment / re-appointment as required under Clause 49 of the Listing Agreement has been given under the Notice to Shareholders under the head ''Addi- tional Information''.

AUDITOR''S REPORT:

The statutory auditors of the company, M/s. Mahesh C. Solanki & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors hereby confirm that -

i) In the preparation of the annual accounts for financial year ended 31st March, 2012 the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any.

i) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year and the profit of the Company for that period.

i) 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, i) The Directors have prepared the annual accounts for the year ended 31st March 2012 on a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

Hence, the Company appeals to its shareholders to register their e-mail addresses with the RTA of the Company and become a part of the initiative and contribute towards a Greener environment. CORPORATE GOVERNANCE:

As per the requirement of the Listing agreement with stock exchange, your Directors reaffirm their commitment to these standards. A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company form part of this report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Delhi Stock Exchange Association Ltd., Delhi. The Company has paid the annual Listing fee for the financial year 2012-13 to Bombay Stock Exchange Ltd. and the Delhi Stock Exchange Association Ltd.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

During the period under review, there were no employees drawing remuneration attracting the provi- sions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employ- ees) Rules, 1975.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee comprised of two Independent Directors viz. Mr. Siddharth Maheshwari and Mr. Naval Saraf and third one Mr. Mohan Jhawar being promoter non-executive Director. Mr. Siddharth Maheshwari was the Chairman of the Committee. Mr. Siddharth Maheshwari, Chairman of the Audit Committee was present at the Sixteenth Annual General Meeting.

ACKNOWLEDGEMENT:

Your Directors acknowledges their sincere appreciation for the support extended by the statutory authorities, banks, stock exchanges, advisors, Clients, Customers, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continuous support and faith reposed in the Company.



For and on behalf of the Board



SD/- SD/- Place: Thane Mohan Jhawar, Alka soni Date: 30/05/2012 (Managing Director) (Director)


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report along with the Audited Annual Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars Year ended Year ended

31/03/2010 31/03/2009

Income / Turnover 6558.75 931.13

Total Expenditure 6534.79 924.15

Profit/(Loss) before interest and depreciation 23.96 6.98

Interest 0.46 0.24

Depreciation 2.77 2.74

Profit/(Loss) before tax 20.73 4.00

Provision for taxation/Deferred tax 5.92 1.02

Profit/Loss after tax 14.81 2.98

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure A.

CHANGE IN THE NAME OF THE COMPANY:

During the year under review the Name of the Company has been changed from Kadamb Constructions Ltd. to KCL Infra Projects Limited by the Board of Directors in their meeting held on 24th of August, 2009 and subsequently the Company has applied to Registrar Of Companies by taking the approval of the shareholder in the Annual General Meeting as on 30th September, 2009 for the same and which has been approved by ROC on November 10, 2009

CHANGES IN THE CAPITAL STRUCTURE:

Sub-division of Nominal Value of the equity shares of the Company.

In order to improve the liquidity of the Companys shares in the Stock Market and to make it affordable to the small investors, the Board of Directors of the Company (the Board) at their meeting held on 24* August, 2009, considered it desirable to sub-divide the nominal value of the equity shares from Rs. 10/

- per shares to Rs. 2/- per shares which was further conformed in the last Annual General Meeting by the Shareholder.

After such split and sub-division, the authorised share capital of Rs. 5,50,00,000/- (Rupees Five Crore Fifty Lacs only) will get divided into 2,75,00,000 (Two Crore Seventy Five Lacs) Equity shares of Rs. 2/

- (Rupees Two only) each and the present issued, subscribed and paid up capital of Rs. 5,05,02,000 (Five Crore Five Lacs and Two Thousand only) will get divided into 2,52,51,000 (Two Crore Fifty Two Lacs and Fifty One Thousand) Equity shares of Rs. 2/- (Rupees Two only) each.

CHANGE IN OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

During the period under the review Company alters its main object Clause no. Ill (A) 1 & 2 of the Memorandum of Association of the Company by way of substitution of the provisions of existing sub- clauses (1) and (2) with the following provisions through postal ballot:

1. To carry on the business in or outside India of construction works and that of EPC Contractors for all kinds of works viz. Road, Bridge, Buildings Industrial/ residential/ commercial or other Factories, Factory Sheds, Industrial Complexes, hotels, cinema houses, educational, non com- mercial complex, airports, tower, platforms, tunnels, pipelines, hospitals, townships, construct, erect, build, rebuild, repair, re-model, demolish, develop, improve, curve, pave and maintain building structures, houses, apartments, clubs, holiday resorts, places of worship, highways, paths, streets, sideways, courts, alleys, pavements and to do other similar construction, level- ing of paving work, land developments and/or of soil investigation and contractor of Central public works department, state public works department, other Government bodies or semi Government bodies or civil bodies or private bodies.

2. To act as technical advisors, consultants, surveyors, administrators, receivers, agents and pro- viders of technical knowhow, management, financial and technical consultancy and other services in various areas including in handling and management of construction and to offer engineering, procurement, construction, commissioning, operation, maintenance to any firm, company, body corporate, person, institution, government, public or local authority or trust, whether in or outside India and to do research in the development of new projects and to undertake, aid, promote and co-ordinate project studies, arrange collaboration, prepare schemes, projects reports, market research and other studies, communicate and arrange and enter into technical, financial, legal and management agreement and arrangements, provide manage- ment, personnel, supervisors."

DIVIDEND:

In view of requirement of funds for expansion of the business activities, your Directors regret their inability to recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstanding public deposits at the end of the year.

DIRECTORS:

Mrs. Alka Soni retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Ayub Aga resigned from Directorship of the Company with effect from July 12, 2010 Mr. Anurag Innani was appointed as an additional Director with effect from July 12, 2010. He holds office of the Director upto the date of the ensuing Annual General Meeting.

A Brief note on Directors seeking for appointment / re-appointment as required under Clause 49 of the Listing Agreement is furnished under head Additional Information in the Notice to the Shareholders.

AUDITORS AND AUDIT REPORT:

The statutory auditors of the company, M/s. Mahesh C. Solanki & Co., Chartered Accountants hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT:

In compliance with the provisions of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors hereby confirm that -

i) In the preparation of the annual accounts for financial year ended 31st March, 2010 the applicable accounting standards have been followed along with the proper explanation relat- ing to material departures, if any.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company as at the end of the financial year and the profit of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate ac- counting records in accordance with the provisions of the Companies Act, 1956 for safe- guarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2010 on a going concern basis.

CORPORATE GOVERNANCE:

As per the requirement of the Listing agreement with stock exchange, your Directors reaffirm their commitment to these standards. A report on Corporate Governance along with a certificate from the Statutory Auditors of the Company form part of this report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Delhi Stock Exchange Association Ltd., Delhi. The Company has paid the annual Listing fee for the financial year 2010-11 to Bombay Stock Exchange Ltd. and the Delhi Stock Exchange Association Ltd.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy and technology absorption as stipulated in the Com- panies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable to the company.

There was no foreign exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee comprising three Members two of them are independent Directors viz. Mr. Sashant Nayati and Mr. Naval Saraf and one is Promoter and non executive director viz. Mr. Mohan Jhawar. Mr. Sashant Nayati is the Chairman of the Committee.

ACKNOWLEDGEMENT:

Your Directors acknowledges their sincere appreciation for the support extended by the statutory authorities, banks the stock exchanges, advisors, Clients, Customers, shareholders and staff of the Company for the valuable assistance, support and co-operation extended to the Company and continu- ous support and faith reposed in the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Thane Mohan Jhawar Alka Soni

Date : 01.09.2010 Director Director



 
Subscribe now to get personal finance updates in your inbox!