Directors Report of B L Kashyap & Sons Ltd.
Mar 31, 2023
Directors'' Report
Dear Members,
The Directors present this Annual Report on the business and operations of the Company, together with the audited financial
statements (standalone and consolidated) for the financial year ended 31st March, 2023.
The Company''s financial performance for the year as compared with the previous year is summarized below:
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
Year ended |
31st March, 2023 |
31stMarch, 2022 |
31stMarch, 2023 |
31stMarch, 2022 |
|
Income from operations |
1091.68 |
1139.98 |
1109.97 |
1157.51 |
|
Profit/(Loss) before depreciation, finance cost, |
128.52 |
104.38 |
81.81 |
131.14 |
|
Profit/(Loss) before Tax and exceptional item |
73.62 |
48.75 |
65.92 |
20.60 |
|
Tax Expenses |
21.61 |
25.46 |
(1.53) |
21.98 |
|
Profit / (Loss) after Tax |
52.01 |
65.97 |
22.14 |
43.94 |
|
Earnings per share, on the face value of Re. 1/- each (in Rs.) |
2.31 |
2.93 |
0.98 |
1.95 |
|
No. of shares |
22.5440 |
22.5440 |
22.5440 |
22.5440 |
During the financial year 2022-23:
⢠Revenue from operations on standalone basis decreased to Rs. 1091.68 crores as against Rs. 1139.98 crores in the previous year - a
decrease of 4.24%.
⢠Cost of goods sold as a percentage to revenue from operations decrease to 68% as against 69% inthe previous year.
⢠Employee benefit expenses as a percentage to revenue from operations increased to 17.11% (Rs. 186.80 crores) as against 15.83%
(Rs. 180.45 crores) in the previous year.
⢠Finance Cost as a percentage to revenue from operations increased to 4.26% (Rs. 46.56 crores) as against 4.14% (Rs. 47.17 crores)
in the previous year.
⢠Profit before exceptional items and tax for the current year is Rs. 73.62 crores as against Rs. 48.75 crores in the previous year.
⢠Profit after tax for the current year is Rs. 52.01 crores as against Rs. 65.97 crores in the previous Year.
Consolidated:
During the financial year 2022-23:
⢠On a consolidated basis, the Group achieved revenue of Rs. 1109.97 crores as against Rs. 1157.51 crores - a decline of 4.28%.
⢠Profit before exceptional items and tax for the current year is Rs. 56.51 crores as against Rs. 27.32 crores in the previous year.
⢠Profit after tax for the current year is Rs. 22.14 crores as against loss of Rs. 43.94 crores in the previous year.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies
(Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013. The Consolidated Financial Statements for the financial year ended 31st March, 2023 forms part of the Annual
Report.
Your Directors have not recommended any dividend for the financial year ended 31st March, 2023.
Your Company does not have any unpaid or unclaimed dividend or share relating thereto which is required to be transferred to
the IEPF till the date of this report.
According to Regulation 43A of the Listing Regulations, the Board has adopted a Dividend Distribution Policy, which had been
placed on the website of the Company and can be accessed at the link: https://www.blkashyap.com/DOC/Dividend-Distribution-
Policy.pdf
During the year under review, The Company is not proposing to transfer any amount to the General Reserves of the Company
out of the profits made during the year. The Company has added the entire available surplus to the brought forward balance of
Surplus as part of the Other Equity.
The paid-up equity share capital of the Company as at 31st March, 2023 stood at Rs. 22,54,40,000/- divided into 22,54,40,000 equity
share of Rs. 1 each. As on 31st March, 2023, 99.99% of the total paid-up capital of the Company stands in the dematerialized form.
During the year under review, there is no change in the nature of business in which the Company operates.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year
to which these financial statements relate and the date of this Report.
As on date the CRISIL has upgraded the rating to ''CRISIL B-/Stable/CRISIL A4.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ''going concern''
status of the Company and its future operations. However, members'' attention is drawn to the details about Contingent Liabilities
and Commitments appearing in the Notes forming part of the Financial Statements.
The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review. No amount
on account of principal or interest on deposits from the public was outstanding as on 31st March, 2023.
We have four subsidiaries and two step sown subsidiaries as on 31st March, 2023:
B L K Lifestyle Limited Wholly-owned Subsidiary Company
Security Information Systems (India) Limited Wholly-owned Subsidiary Company
BLK Infrastructure Limited Wholly-owned 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 sown 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 Indian subsidiary since their turnover or net worth (i.e. paid-
up capital and free reserves) does not exceed 10% 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 annual report.
The details of the policy on determining Material Subsidiary of the Company is available on Company''s website at
https://www.blkashyap.com/DOC/Policy Material Subsidiary.pdf
INTERNAL FINANCIAL CONTROLS AND SYSTEMS
Your Company has in place adequate financial control system and framework in place to ensure:
- The orderly and efficient conduct of its business;
- Safeguarding of its assets;
- The prevention and detection of frauds and errors;
- The accuracy and completeness of the accounting records; and
- The timely preparation of reliable financial information.
The Company has a clearly defined Policies, Standard Operating Procedures (SOP), financial & operation delegation of authority and
organizational structure for its business functions to ensure a smooth conduct of its business across the organization. Our ERP system
supports in processes standardization and their automation.
The Company''s internal control systems are well established and commensurate with the nature of its business and the size and
complexity of its operations. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment
and monitors the implementation of audit recommendations. The recommendations/suggestions of the internal auditors are discussed
in the Audit Committee meetings periodically.
During the year, such controls were tested and no reportable materials weakness in the design or operation were observed.
RISK MANAGEMENT POLICY & IMPLEMENTATION
The Company has constituted a Risk Management Committee in financial year 2021-22. The Company has developed and adopted a
Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also
threaten the existence of the Company.
Risks are assessed department wise such as Estimation Risk, Competition Risk, Raw Material Risk, Financial risks, Pandemic Risk,
Information technology related risks, Legal risks, Operational Risk etc. The Management also ensures that the Company is taking
appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.
The Company also takes adequate insurance to protect its assets.
As per the provision of Companies Act, 2013 and Regulation 23 of ''Listing Regulations'', the Company has formulated a Policy on
Related Party Transaction to ensure transparency between the Company and the Related Parties. The Policy on materiality of related
party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website
at the link:
https://www.blkashyap.com/DOC/Related Party Tran Policy.pdf
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 -A'' and the same forms part of this report.
Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on
a quarterly basis.
Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party disclosures.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) and 134(5) , the Board of Director, to the best of their knowledge and ability confirms that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are 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 profits 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
Appointments & Cessation of Directors
In accordance with the requirements of the Section 152 of the Companies Act, 2013, Mr. Vikram Kashyap, Director of the Company is
liable to retire by rotation at the Annual General Meeting and, being eligible, offer himself for reappointment at the ensuing Annual
General Meeting.
The re-appointment of Mr. Vinod Kashyap, Mr. Vineet Kashyap and M. Vikram Kashyap were approved by the Members at 33rd
Annual General Meeting ("AGM") held on 30th September, 2022.
The re-appointment of Mr. Vivek Talwar and Mr. Settihalli Basavaraj, Independent Directors of the Company were approved by the
Members at 33rd Annual General Meeting ("AGM") held on 30th September, 2022
Mr. Sharad Sharma (DIN 05160057), Nominee Director of the Company has resigned and ceased to be a Director of the Company
effective close of business hours of 31st May, 2022.
Key Managerial Personnel
As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of
the Act:
a) Mr. Vinod Kashyap, Whole Time Director
b) Mr. Vineet Kashyap, Managing Director
c) Mr. Vikram Kashyap, Whole time Director
d) Mr. Manoj Agarwal, Chief Financial Officer
e) Mr. Pushpak Kumar, VP & Company Secretary
The Company has duly constituted the following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee,
Corporate Social Responsibility Committee, Risk Management Committee and Executive Committee. The details pertaining to the
composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part
of this report.
The Board meets on regular intervals to discuss on Company/business policy, strategy and financial results apart from other Board
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 Four 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/notification issued by the Government from time to time.
Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors of the Company was also held on 11th February, 2023, without the
presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors
and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of Executive Directors,
Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the
Company management and the Board.
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 Board''s report.
Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, Annual
Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance
evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board,
details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire
was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its
Committees, performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors
was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried
out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation
process.
DECLARATION BY INDEPENDENT DIRECTORS
As on 31st March, 2023, Mr. H.N. Nanani, Justice C.K. Mahajan (Retd.), Mr. Vivek Talwar, Mr. Settihalli Basavaraj and Ms. Poonam
Sangha were Independent Directors on the Board.
The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed
u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as an
Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.
In terms of Regulation 25 (8) of SEBI (LODR) Regulations, 2015 the Independent Directors have also confirmed that they are not
aware of any circumstance or situation, which exists or which may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any external influence. During the year
under report, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, except
to the extent of sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board
and its committees.
Proficiency of Directors
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of
the Company have registered themselves with the Independent Directors Data Bank maintained by IICA.
In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. Rupesh Goyal & Co., Chartered
Accountants (ICAI Firm Registration No. 021312N) were appointed as Statutory Auditors of the Company for a term of four years
from the conclusion of 31st Annual General Meeting held on September 30, 2020 until the conclusion of 35th Annual General Meeting
to be held in the year 2024.
The Auditors'' Report on the Financial Statements of the Company for the Financial Year 2022-23 to the Members is part of Annual
Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.
There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder,
either to the Company or to the Central Government.
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost
accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013.
The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment of and remuneration
payable to M/s. Sanjay Gupta & Associates, Cost Accountants as the Cost Auditors of the Company to audit the cost records for the
financial year ending 31st March, 2024. The Company has received their written consent that the appointment is in accordance with
the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As per the statutory requirement, the requisite
resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice
convening 34th AGM of the Company.
Pursuant to provisions of section 204 of the Companies Act, 2013 the Board has appointed M/s. Dhananjay Shukla & Associates,
Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2023. The
Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith and marked as "Annexure-B". There are no
qualifications or adverse remarks or disclaimers in the said report.
During the year under report, the Company has duly complied with all the applicable secretarial standards as issued by the Institute
of Company Secretaries of India from time to time.
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
The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee
(CSR Committee) of the Board of Directors. The 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 CSR Policy is available on our website at: https://www.blkashyap.com/DOC/CSR Policy.pdf
Annual Report on CSR activities as required under the Companies Corporate Social Responsibility Policy Rules, has been annexed to
this Report as "Annexure C" which forms an integral part of this report.
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.
The procedure of "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. No personnal has been
denied access to the audit committee pertaining to the Whistle Blower Policy.
The policy on vigil mechanism and Whistle Blower Policy may be accessed on the Company''s website at https://www.blkashyap.
com/DOC/Whistle Blower 2014.pdf
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.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the
rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any
such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.
The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act. There
have been no complaints of sexual harassment received during the year.
The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The requisite annual
listing fees have been paid to these Exchanges.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not
an energy intensive activity. At every possible level Company is trying to conserve the use of energy i.e. power & fuel.
There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and
development activity in any manufacturing activity nor any specific technology is obtained from any external sources, which needs to
be absorbed or adopted. Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and
more competitive in the prevailing environment that cannot be quantified.
While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 27.79 Lakhs.
STOCK OPTIONS
Your Company does not have any stock options scheme.
Your company continues to enjoy ISO 9001:2015, ISO 45001:2018 and OHSAS 14001:2015 accreditation, for meeting international
standards of Quality, Environmental, Occupational Health and Safety Management Systems.
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 14001:2015 certification,
which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.
The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure- D to the Board''s Report. In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in
excess of the limits as provided in the said rules will be provided upon request. However, in terms of provisions of the first proviso to
Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of the Company during working hours and any
member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
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 Listing Regulations forms an integral part of this Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as
stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the
Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the
Management''s Discussion and Analysis is presented in a separate section forming part of this Annual report.
THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
No Corporate Insolvancy resolution process were initiated against the Company under the Insolvency and Bankruptcy Code, 2016
during the year under review.
Pursuant to Section 92(3) & 134(3)(a) of the Act, the Annual Return for FY 2022-23 is uploaded on the website of the Company and can
be accessed at https://www.blkashyap.com/investor-relations/.
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.
Your directors would like to express their gratitude for the support, 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. The Board expects to continue to
receive their continued support and cooperation in future also.
For and on behalf of the Board of Directors of
B.L. Kashyap and Sons Limited
Place: New Delhi (Vinod Kashyap) (Vineet Kashyap)
Dated: 09th August, 2023 Chairman Managing Director
DIN: 00038854 DIN: 00038897
Mar 31, 2018
Dear Members,
The Directors are pleased to present before you the 29 th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
The Companyâs financial performance during the year as compared with the previous year is summarized below:
Amount (Rs. In Crores)
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
Year ended |
31st March, 2018 |
31st March, 2017 |
31st March, 2018 |
31st March, 2017 |
|
Income from operations |
936.68 |
889.49 |
1012.79 |
925.36 |
|
Profit/(Loss) before Tax |
65.92 |
18.98 |
31.44 |
(6.16) |
|
Tax Expenses |
16.93 |
6.34 |
6.11 |
(11.14) |
|
Profit / (Loss) after Tax |
48.99 |
12.63 |
25.32 |
4.96 |
|
Earnings per share, on the face value of Rs. 1/- each (in â) |
2.31 |
0.61 |
1.20 |
0.24 |
|
No. of shares |
21.5440 |
20.5440 |
21.5440 |
20.5440 |
OPERATIONS REVIEW Standalone:
The Company is pleased to report operating efficiency across the project sites enhanced during the year and led to improved profitability. During the financial year 2017-18, the company has registered total revenue of Rs. 936.68 Crores as compared to Rs. 889.49 Crores in the previous year representing an increase of 5%.
Profit after tax was Rs. 48.99 Crores in FY 2017-18 against profit of Rs. 12.63 Crores in FY 2016-17 representing an increase of 287.88%. Consolidated:
The consolidated total income from operation of the Company for the current financial year is Rs. 1012.79 Crores as against Rs. 925.36 Crores in the previous year representing an increase of 9.45%
The consolidated profit after tax was Rs. 25.32 Crores in FY 2017-18 against profit of Rs. 4.96 Crores in FY 2016-17.
Completed Projects
During the year under review, the Company has executed contractual projects covering an area of approx. 8 million square feet in 20 cities.
Ongoing Projects
The Company currently has 26 ongoing contractual projects located in 11 cities aggregating to approx. 17 million square feet under various stages of construction.
The Company has a geographic presence in 11 cities and 9 states across India.
APPROPRIATIONS:
a. DIVIDEND
Your Directors have not recommended any dividend for the financial year ended 31st March, 2018.
b. TRANSFER TO RESERVES
For the year under review, Company has added the entire available surplus to the brought forward balance in âstatement of Profit & lossâ no amount has been transferred to reserves.
SHARE CAPITAL
The paid-up equity share capital of the Company as at 31st March, 2017 stood at Rs. 20,54,40,000/- divided into 20,54,40,000 equity share of Rs. 1 each. During the year under review, your Company issued 1,00,00,000 equity shares . Thus, the share capital of the Company as on 31st March, 2018 stand at Rs. 21,54,40,000/- divided into 21,54,40,000 equity share of Rs. 1 each.
UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)
Further to the information furnished in the Directorsâ Report for the financial year 2017-18, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group (âCDR EGâ), the Company continues to comply with the terms and conditions of the CDR package.
Your Company is committed to honour its debt obligation in time and is maintaining cordial relations with lenders. The over dues in debt servicing are owing to delay in debtor realization. However, the Company is exploring other options and endeavoring for timely debt service obligations.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the Financial Year 2017-18.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2018 to the date of signing of the Directorâs Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the âgoing concernâ status of the Company and its future operations. However, membersâ attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.
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, 2018:
Name Status
B L K Lifestyle Limited Wholly-owned Subsidiary Company
Security Information Systems (India) Limited Wholly-owned Subsidiary Company
BLK Infrastructure Limited Wholly-owned 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 net worth (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 âAnnexure -Aâ.
INTERNAL FINANCIAL CONTROLS AND SYSTEMS
Your Company has in place adequate financial control system and framework in place to ensure:
- The orderly and efficient conduct of its business;
- Safeguarding of its assets;
- The prevention and detection of frauds and errors;
- The accuracy and completeness of the accounting records; and
- The timely preparation of reliable financial information.
During the year, such controls were tested and no reportable materials Weakness in the design or operation were observed.
RELATED PARTY TRANSACTIONS
As per the provision of Companies Act, 2013 and Regulation 23 of âListing Regulationsâ, the Company has formulated a Policy on Related Party Transaction to ensure transparency between the Company and the Related Parties. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://www.blkashyap.com/doc/Related_Party_Tran_Policy.pdf
All related party transactions that were entered into during the financial year were on armâs 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 âAnnexure -Bâ and the same forms part of this report.
Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) and 134(5) , the Board of Director, to the best of their knowledge and ability confirms that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are 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 profits 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 Companyâs 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.
During the year under review the board of directors at its meeting held on 9th August, 2017 appointed Mr. Vivek Talwar, as an additional director in the category of Independent with effect from that date. This appointment have further approved by the shareholders at the Annual General Meeting of the company held on 29th September, 2017.
Based on the Recommendation of the Nomination and Remuneration Committee, the board of Directors at its meeting held on 12th September 2017, appointed Mr. Settihali Basavaraj, as an additional director (Non-Executive Independent ) of the company w.e.f. 30th September 2017. Pursuant to the provisions of the section 161 of the companies act 2013, Mr. Settihali Basavaraj, hold office till the date of ensuing Annual General Meeting and is eligible for appointment. A resolution in this behalf is set out at item no. 3, of the notice of AGM , for members approval.
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 Board 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 Six 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.
COMMITTEES OF THE BOARD
The Board has five committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholdersâ Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. The details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this report.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directorsâ 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 Boardâs report.
BOARD EVALUATION
Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework. According to this framework, 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 such performance evaluation was carried out is as under:
The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Directorâs performance.
The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.
The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board is based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the Listing Regulations.
AUDITORâS REPORT
The observation made in the Auditorsâ 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 were no qualifications, reservations or adverse remarks made by the Auditors in their report.
COST AUDITORS
The Board has appointed M/s. Sanjay Gupta & Associates, Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2017-18. The Cost Audit Report for Financial Year 2017-18 would be filed with the Central Government within the stipulated time period.
SECRETARIAL AUDITOR
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, 2018.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in their report. The Secretarial Audit report is annexed herewith as âAnnexure-Câ
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
The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors. The 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 average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 for of the preceding three (3) financial years being negative, the Company was not under any obligation to spend any amount on CSR for Financial Year 2017-18.
The CSR Policy is available on our website at: http://www.blkashyap.com/doc/CSR_Policy.pdf
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place an alert procedure âVigil Mechanism / Whistle Blower Policyâ 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 âVigil Mechanism / Whistle Blower Policyâ 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 policy on vigil mechanism and Whistle Blower Policy may be accessed on the Companyâs website at http://www.blkashyap. com/doc/whistle_Blower_2014.pdf
INSIDER TRADING REGULATIONS
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 Companyâs 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.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.
The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.
During the year under review, there were no complaints pertaining to sexual harassment.
LISTING
The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The requisite annual listing fees have been paid to these Exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is below:
(A) Conservation of Energy
At every possible level Company is trying to conserve the use of energy i.e. power & fuel.
(B) Technology absorption, Adoption and Innovation
There is no information to be furnished regarding Technology Absorption, adoption and innovation.
(C) Foreign exchange earnings and out go
While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 17.41 Lacs.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Section 124 of the Companies Act, 2013 the unclaimed Dividend amount aggregating to Rs. 25072/pertaining to the financial year ended on 31st March 2010, lying with the company for period of seven years were transferred by the Company, during the year 2017-18 to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, the Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 29th September, 2017 (date of last Annual General Meeting) on the Companyâs website (www.blkashyap.com), as also on the Ministry of Corporate Affairsâ website.
Pursuant to the provisions of 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (âRuleâ) all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the DEMAT Account of the IEPF Authority after complying with the procedure laid down under the Rules.
ACCREDITATION
Your company continues to enjoy ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 accreditation, 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 Laxman Singh Kothari |
- |
|
Ms. Poonam Sangha |
- |
|
Mr. Sharad Sharma |
- |
|
Mr. Vivek Talwar |
- |
|
Mr. Settihalli Basavraj |
- |
* No remuneration was paid to Non-executive directors except sitting fees.
|
Executive directors |
Ratio to median remuneration |
|
Mr. Vinod Kashyap |
10.46 times |
|
Mr. Vineet Kashyap |
10.46 times |
|
Mr. Vikram Kashyap |
10.46 times |
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 and Company Secretary |
% increase in remuneration in the financial year |
|
Mr. Vinod Kashyap |
Nil |
|
Mr. Vineet Kashyap |
Nil |
|
Mr. Vikram Kashyap |
Nil |
|
Mr. Manoj Agarwal âCFOâ |
14% |
|
Mr. Pushpak Kumar âCSâ |
15% |
c. The percentage increase in the median remuneration of employees in the financial year: 11%
d. The number of permanent employees on the rolls of Company: 1235
e. 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 managerial personnel during the financial year 2017-18.
- Remuneration to executive directors was paid during FY 2017-18 in terms of applicable provisions of the Companies Act, 2013.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. 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 âAnnexure-Dâ 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 Listing regulations forms an integral part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the corporate governance report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Managementâs Discussion and Analysis is set out in this Annual Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as âAnnexure Eâ which forms part of this Report and the same is disclosed on the website of the company and can be accessed at http://www.blkashyap.com/investor-relations/
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.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeeting of the Board of Directorsâ and âGeneral Meetingâ respectively, have been duly complied by the Company.
REPOTING OF FRAUDS
There was no instance of fraud during the year under review, which required this statuary auditors to report to the audit committee and / or board under sedition 143(12) of the Act and rules made thereunder.
ACKNOWLEDGEMENTS
Your directors would like to express their gratitude for the support, 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. The Board expects to continue to receive their continued support and cooperation in future also.
For and on behalf of the Board of Directors of
B.L. KASHYAP AND SONS LIMITED
Place : New Delhi (VINOD KASHYAP) (VINEET KASHYAP)
Dated : 13.08.2018 CHAIRMAN MANAGING DIRECTOR
DIN: 00038854 DIN: 00038897
Mar 31, 2017
Directors'' Report
To the Members,
The Directors take pleasure in presenting the 28th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31st March, 2017.
FINANCIAL HIGHLIGHTS
Your Company''s standalone & consolidated performance during the year as compared with the previous year is summarized below:
Amount (Rs, In Crores)
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
Year Ended |
31st March, 2017 |
31st March, 2016 |
31st March, 2017 |
31st March, 2016 |
|
Income from operations |
889.49 |
841.69 |
907.61 |
860.30 |
|
Other Income |
22.16 |
27.36 |
17.91 |
23.86 |
|
Total Income |
911.65 |
869.05 |
925.52 |
884.16 |
|
Total Expenditure |
821.31 |
793.48 |
854.15 |
813.23 |
|
Finance Cost |
75.66 |
74.95 |
79.94 |
82.04 |
|
Profit/(Loss) before Tax& Exceptional items |
14.69 |
0.61 |
(8.57) |
(11.10) |
|
Exceptional items |
1.00 |
0.42 |
1.00 |
0.42 |
|
Profit/(Loss) before Tax |
13.69 |
0.19 |
(9.57) |
(11.52) |
|
Tax Expenses |
6.88 |
0.76 |
3.68 |
(5.52) |
|
Profit / (Loss) after Tax |
6.79 |
0.95 |
(13.25) |
(6.00) |
|
Extra Ordinary Items/prior period expenses |
- |
- |
||
|
Net Profit / (Loss) for the year |
6.79 |
0.95 |
(13.25) |
(6.00) |
|
Earnings per share, on the face value of Re. 1/- each (in Rs,) |
0.33 |
0.05 |
(0.64) |
(0.29) |
|
No. of shares |
205440000 |
205440000 |
205440000 |
205440000 |
OPERATIONS REVIEW STANDALONE
The Company is pleased to report operating efficiency across the project sites enhanced during the year and led to improved profitability. During the financial year 2016-17, the company has registered total revenue of Rs, 889.49 Crores as compared to Rs, 841.69 Crores in the previous year representing an increase of 5.67%.
Correspondingly total expenditure excluding finance cost was higher by 3.50% from Rs, 793.48 Crores in 2015-16 to Rs, 821.31 Crores in 2016-17.
Profit before tax, exceptional and extraordinary items was Rs, 14.69 Crores in 2016-17 against profit of Rs, 0.61 Crores in 2015-16 and Profit after tax was Rs, 6.79 Crores in 2016-17 against Profit of Rs, 0.95 Crore in 2015-16.
The Net Worth of the Company has marginally increased to Rs, 439.06 Crores as at the end of the current year from ?432.26 Crores as at the end of the previous year.
CONSOLIDATED
The consolidated total income of the Company for the current financial year is Rs, 907.61 Crores as against Rs, 860.30 Crores in the previous year. The Company on consolidated basis has made a net Loss after minority interest and extra ordinary items of Rs, 13.24 Crores as against Rs, 6.00 Crores in the previous year.
The consolidated Net Worth of the Company has come down to Rs, 386.80 Crores as at the end of the current year from Rs, 399.05 Crores as at the end of previous year.
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.
BUSINESS OUTLOOK
The prospects of the Company appear reasonably optimistic for a number of seasons.
The forecast for FY 2018 is expected to be better. A positive outlook of the spending on the Infrastructure and implementation of GST
may give boost to the Economy. The demand for commercial real estate across the country is getting stronger and is witnessing a sustained momentum as corporate entities consolidate and expand operations following a positive economic scenario.
Further Expansion strategies by occupiers in ecommerce, healthcare and technology space are expected to increase in the overall occupancy levels. The growing office demand is expected to outstrip supply in technology sector driven markets such as Pune, Bengaluru, and Hyderabad.
APPROPRIATIONS A. DIVIDEND
Your Directors have not recommended any dividend for the financial year ended 31st March, 2017.
B. TRANSFER TO RESERVES
During the current year, no amount has been transferred to reserves.
C. OPERATIONAL OVERVIEW Completed Projects
During the year under review, the Company has executed contractual projects covering an area of approx. 8.90 million square feet in 20 cities
Ongoing Projects
The Company currently has 25 ongoing contractual projects located in 12 cities aggregating to approx.. 17.00 million square feet under various stages of construction.
The Company has geographic presence in 20 cities and 14 states across India.
UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)
Further to the information furnished in the Directors'' Report for the financial year 2015-16, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group ("CDR EG"), the Company continues to comply with the terms and conditions of the CDR package.
Your Company is committed to honour its debt obligation in time and is maintaining cordial relations with lenders. The over dues in debt servicing are owing to delay in Debt realization. However, the Company is exploring other options and endeavoring for timely debt service obligations.
FUTURE PROSPECTS
With the restructuring of its debt and implementation of the approved CDR package your Company is on the path 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.
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, 2017 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, 2017:
NAME STATUS
BLK Lifestyle Limited Wholly-owned Subsidiary Company
Security Information Systems (India) Limited Wholly-owned Subsidiary Company
BLK Infrastructure Limited Wholly-owned 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 down subsidiaries is a material non-listed Indian subsidiary since there turnover or net worth (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''.
INTERNAL FINANCIAL CONTROLS AND SYSTEMS
Your Company has in place adequate financial control system and framework in place to ensure:
- The orderly and efficient conduct of its business;
- Safeguarding of its assets;
- The prevention and detection of frauds and errors;
- The accuracy and completeness of the accounting records; and
- The timely preparation of reliable financial information.
During the year, such controls were tested and no reportable material weakness in the design or operation were observed.
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 and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link:
http://www.blkashyap.com/DOC/Related_Party_Tran_Policy.pdf
Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
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 Director 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 profits 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. Vikram Kashyap, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
During the year under review Mr. Sharad Sharma was appointed as Nominee Director with effect from 27th December, 2016. 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 Board 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 Four 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.
COMMITTEES OF THE BOARD
The Board has five committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. The details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this 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 Board''s report.
BOARD EVALUATION
Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework. According to this framework, 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 such performance evaluation was carried out is as under:
The performance of the Board and Individual director was evaluated by the Board seeking input from all Director. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Director. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.
The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Director, including the Chairman of the Board was based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgment, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the SEBI (LODR) 2015.
AUDITORS
M/s. Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting (AGM) and their term (transition period) of 3 years is expiring at the ensuing AGM.
Accordingly, as per the requirements of Section 139(2) of the Companies Act, 2013 (''the Act''), M/s. Maheshwari & Sharad, Chartered Accountants (Firm Registration No.015513N) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of the 28th AGM till the conclusion of the 33rd AGM, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Sood Brij & Associates, Chartered Accountants.
M/s. Maheshwari & Sharad, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment M/s. Maheshwari & Sharad, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 28th AGM till the conclusion of the 33rd AGM, to the shareholders.
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 were no qualifications, reservations or adverse remarks made by the Auditors in their report.
COST AUDITORS
The Board has appointed M/s. Sanjay Gupta & Associates, Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2016-17. The Cost Audit Report for Financial Year 2016-17 would be filed with the Central Government within the stipulated time period.
SECRETARIAL AUDITOR
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, 2017.
SECRETARIAL AUDIT REPORT
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 Auditor 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.
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 "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 policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s website at http://www.blkashyap. com/doc/Whistle_Blower_2014.pdf
INSIDER TRADING REGULATIONS
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.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made there under, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.
The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.
During the year under review, there were no complaints referred to the Committee.
LISTING
The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The requisite annual listing fees have been paid to these Exchanges.
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 earnings during the year under review, the Foreign Currency outgo wasRs, 20.37 Lacs.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Section 124 of the Companies Act, 2013 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, 2016 (date of last Annual General Meeting) on the Company''s website (www.blkashyap.com), as also on the Ministry of Corporate Affairs'' website.
Pursuant to the provisions of 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting , Audit, Transfer and Refund ) Rule, 2016 ("Rule") all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the DEMAT Account of the IEPF Authority after complying with the procedure laid down under the Rules.
ACCREDITATION
Your company continues to enjoy ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 accreditation, 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 Laxman Singh Kothari |
|
|
Ms. Poonam Sangha |
|
|
Mr. Sharad Sharma |
* No remuneration was paid to Non-executive directors except sitting fees.
|
^Executive directors |
Ratio to median |
|
remuneration |
|
|
Mr. Vinod Kashyap |
600 |
|
Mr. Vineet Kashyap |
600 |
|
Mr. Vikram Kashyap |
600 |
* Remuneration to executive directors was paid under Part II, section II to the Schedule V of the Companies Act, 2013.
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 and Company Secretary |
% increase in remuneration in the financial year |
|
Mr. Vinod Kashyap |
- |
|
Mr. Vineet Kashyap |
- |
|
Mr. Vikram Kashyap |
- |
|
Mr. Manoj Agarwal ''CFO'' |
15.63% |
|
Mr. Pushpak Kumar ''CS'' |
33.93% |
- Remuneration to executive directors was paid under Part II, section II to the Schedule V of the Companies Act, 2013.
c. The percentage increase in the median remuneration of employees in the financial year: 11%
d. The number of permanent employees on the rolls of Company: 1070
e. 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 managerial personnel during the Financial year 2016-17.
- Remuneration to executive directors was paid during FY 2016-17 under provisions of Part II, section II to the Schedule V of the Companies Act, 2013
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. 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 SEBI (LODR) Regulations, 2015 forms an integral part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management''s Discussion and Analysis is set out in this Annual Report.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2017 made under the provisions of Section 92(3) of the Act is attached as ''Annexure E'' which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility Committee (CSR Committee) of the Board of Directors. The 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 average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 of the preceding three (3) financial years being negative, the Company was not under any obligation to spend any amount on CSR.
The CSR Policy is available on our website at http://www.blkashyap.com/DOC/CSR_Policy.pdf
The Annual Report on CSR activities is annexed herewith as "Annexure-F".
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 support, 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. The Board expects to continue to receive their continued support and cooperation in future also.
For and on behalf of the Board of Directors of
B.L. KASHYAP AND SONS LIMITED
Place: New Delhi (VINOD KASHYAP) (VINEET KASHYAP)
Dated : 09.08.2017 CHAIRMAN MANAGING DIRECTOR
DIN: 00038854 DIN: 00038897
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, 2011
Dear Members,
The Directors take pleasure in presenting their 22nd Annual Report on
business and operations together with the Audited Statement of Accounts
of the Company for the Financial Year ended 31st March, 2011.
FINANCIAL RESULTS
Your Company's stand-alone performance during the year as compared with
the previous year is summarized below:
(Rs. in Crores)
Year ended 31st March, 31st March,
2011 2010
Total Income from Operations 1532.67 1018.65
Other Income 46.62 34.75
Profit before Interest, Bank Charges
Depreciation & Taxes 159.91 119.00
Less :
Interest & Bank Charges 65.11 43.45
Depreciation 19.99 17.23
Profit before Tax 74.81 58.32
Provision for Tax
- Current 25.41 17.33
- Deferred Tax {(Assets)/Liability} 0.35 (0.88)
-Wealth Tax 0.03 0.05
Profit after Tax 49.02 41.82
Add:
Prior Period Tax Adjustments 0.38 -
Profit brought forward from
Previous Year 210.08 194.26
Profit available for Appropriation 259.48 236.08
Less: Appropriations
Proposed Dividend 2.05 2.05
Dividend Tax 0.33 0.35
Profit Transferred to General
Reserve 9.80 23.6
Balance carried forward to Balance
Sheet 247.29 210.08
#Earnings per share, on the face
value of
Re. 1/- each 2.40 2.04
#No. of shares 205440000 205440000
#Note: Earnings per share and no. of share for year ended 31st March,
2010 has been reworked to give the effect of subdivision and bonus
shares issued during the year ended 31st March, 2011.
FINANCIAL REVIEW
The year under review, the Company has recorded a considerable growth
in turnover. The Revenue of the Company from operations including other
income was Rs.1579.29 Crores as against Rs. 1053.40 Crores during the
previous year showing a growth of over 49.92%.
Total expenditure increased by 51.19 % from Rs. 995.07 Crores as in
2009-10 to Rs. 1504.47 Crores in 2010-11.
Profit before tax increased by 28.28 % from Rs. 58.32 Crores as in
2009-10 to Rs. 74.81 Crores in 2010-11 and Profit after tax increased
by 17.22 % from Rs.41.82 Crores in 2009-10 to Rs. 49.02 Crores in
2010-11.
APPROPRIATIONS:
a. DIVIDEND
The Directors are pleased to recommend for your kind approval a
dividend of Rs. 0.10/- per Equity Share (Face Value of Re. 1/- each)
for the financial year ended 31st March, 2011 on the enhanced Share
Capital of the Company (Post Bonus Issue of Equity Share in the ratio
1:1) aggregating to Rs. 2.05 Crores (Previous year Re. 1/- per equity
Share of face value of Rs. 5/- each aggregating to Rs. 2.05 Crores).
The payout ratio of dividend (together with Dividend distribution tax)
works out to 4.87% of the Net Profit after Tax.
b. TRANSFER TO RESERVES
We propose to transfer Rs. 9.80 Crores to the General Reserve and
Rs.37.22 Crores is proposed to be retained in the Profit & Loss
Account. The Cumulative balance of Profit & Loss account is Rs.247.29
Crores.
CHANGES IN SHARE CAPITAL
Pursuant to your approval at the 21st Annual General Meeting (AGM) of
the Company held on 21st September, 2010, the Equity Share of the face
value of Rs. 5/- each of the Company was sub-divided into 5 Equity
Shares of Re. 1/- each.
To facilitate this sub-division shareholders were issued 5 Equity Share
of Re.1/- each in lieu of 1 Equity Share of Rs.5/- each held by them as
on the record date i.e. October 1, 2010.
The Authorised Share Capital of the Company stands increased from Rs.
15 Crores to Rs. 25 Crores. Paid up Share Capital of the Company was
increased from Rs. 10.27 Crores to Rs. 20.54 Crores by issue and
allotment of bonus shares in the ratio 1:1 by capitalizing Rs. 10.27
Crores from Share Premium Account.
FIXED DEPOSITS
The Company has not accepted any deposits under Section 58A 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 down subsidiaries as on 31st
March, 2011:
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. 2/2011 dated February 8, 2011 has provided an
exemptions, to companies from complying with section 212 provided such
companies publish the Audited Consolidated Financial Statement in
Annual Report. The Annual Report for 2010-11 does not contain the
Balance Sheet, Profit & Loss Account, Directorsà & Auditorsà Report of
our subsidiaries and step down subsidiaries. All above 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 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, 2011 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
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 elsewhere 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 earnings during the year under
review, the Foreign Currency outgo was Rs. 8.98 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
our 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 2010-11 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. Vikram Kashyap and Mr. H.N.
Nanani, 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, Statutory 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(1B) 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
Vikram Kashyap Vineet Kashyap
Joint Managing Director Managing Director
DIN: 00038937 DIN: 00038897
Place: New Delhi
Dated: 12th August, 2011
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
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