Directors Report of Kaushalya Infrastructure Development Corpn.Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

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

(Rs. In Lacs)

Particulars Standalone 31.03.15 31.03.14

Contract Revenue & Other 694.88 1616.29 Income

Profit before Depreciation, 1.35 (731.8) Interest & Tax

Less : Depreciation 88.72 35.77

Interest 657.50 746.22 634.01 669.78

Profit before Tax (744.87) (1401.58)

Less : Provision for Tax

Current Tax - -

Deferred Tax (17.01) (2.68)

Fringe Benefit Tax - -

Income Tax for Earlier Year (17.01) (2.68)

Net Profit/(Loss) After Tax (727.86) (1398.90)

Less : Minority Interest - -

Add: Share of Profit of - - Associate

Net Profit After Minority - - Interest

Balance b/f from previous 493.52 1892.41 year

Balance available for 493.52 1892.41 appropriations

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance (234.34) 493.52 Sheet



Particulars Consolidated

31.03.15 31.03.14

Contract Revenue & Other 700.14 1623.85 Income

Profit before Depreciation, 4.24 (726.13) Interest & Tax

Less : Depreciation 91.11 749.98 37.20

Interest 658.87 635.95 673.15

Profit before Tax (745.74) (1399.29)

Less : Provision for Tax

Current Tax - -

Deferred Tax (17.01) (2.68)

Fringe Benefit Tax - -

Income Tax for Earlier Year (17.01) (2.34)

Net Profit/(Loss) After Tax (728.73) (1396.60)

Less : Minority Interest 0.07 0.66

Add: Share of Profit of 0.03 Associate

Net Profit After Minority (728.78) (1397.27) Interest

Balance b/f from previous 475.27 1872.54 year

Balance available for 475.27 1872.54 appropriations

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance (253.50) 475.27 Sheet



STATE OF AFFAIR & OPERATIONS REVIEW

During the year under review on a Standalone basis your Company has registered total income from operation of Rs. 694.88 Lacs as against Rs. 1616.29 Lacs in the previous year. Reduction in top line was due to delay in decisions from various clients for tenders submitted by Company and lower success rates in bids for infrastructure projects made in a significantly reduction in overall realization of Company. The profit before Depreciation, interest and tax for the year stood to Rs. 1.35 Lacs as compared to Rs. (731.80) Lacs in previous year. The PAT was Rs. (727.86) Lacs against the financial year PAT Rs. (1398.90). The loss figure occurred during current period is mainly due to write off various debtors and depreciation figure as the company has reassessed the useful life of all the tangible fixed assets based on useful life as provided in the schedule II of Companies Act, 2013. Depreciation has been provided considering the remaining useful life of the assets and necessary effect has been given in the accounts.

On Consolidated basis, during the year under review the Total Income of your company stood to Rs. 700.14 Lacs as against Rs. 1623.85 Lacs in the previous year. The EBIDT is Rs. 4.24 Lacs from Rs. (726.13) Lacs in the previous year.

DIVIDEND

Your Directors do not recommend payment of dividend for the year under review on equity shares in view of the loss incurred.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARY COMPANIES & ASSOCIATE COMPANIES

As on 31st March 2015, the Company's subsidiaries, step down subsidiaries, associates and joint venture are as follows:

Its subsidiaries/step-subsidiaries

1. Bengal KDC Housing Dev. Ltd

2. Bengal Kaushalya Nirman Ltd

3. Kaushalya Township Pvt Ltd (Step down Subsidiary)

4. Kaushalya Energy Pvt Ltd

5. Azur Solar KDC Pvt Ltd (Step down Subsidiary)

Its associate

1. Orion Abasaan Pvt Ltd

2. Kaushalya Nirman Pvt Ltd

Its joint venture

1. Kidco-Nacc

During the year KaushalyaNirman Private Ltd, Orion Abasaan Private Ltd and Kaushalya Township Private Ltd had approached to your Company for consent to raise Equity Capital from investor to further their projects which may result in your Company shareholding to become less than 50%. After due consideration and to unlock value in the projects of the Subsidiaries (not following within the definition of material subsidiary as per clause 49(III) (V) of Listing Agreement) and enable them to raise funds the Board of Directors of your Company gave their due consent. Your Company shareholdings as on 31st March, 2015 in above said Companies (previous year subsidiary Companies) after their private placement and preferential issue are as follows :-

However Bengal KDC Housing Development Ltd holds 34,000(5.22%) in Kaushalya Township Private Ltd, hence Kaushalya Township Private Ltd is step down subsidiary of your Company.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. The said Policy has been posted on the Company's website at the weblink: http://www.kaushalya.net/KIDCOMATERIAL.pdf

A statement containing the salient features of the financial statements of each of the subsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure - 1" to this Report. The statement also provides details of performance and financial positions of the subsidiaries, associates and joint venture

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and of all its subsidiary and associate companies, which is forming part of the Annual Report. As per the provisions of Section 136 of the Companies Act, 2013, separate audited financial statements of its subsidiaries are being placed on its website www.kaushalya.net and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders on request.

LISTING OF EQUITY SHARES

Your Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd. The Company paid the annual listing fees to each of these stock exchanges.

CHANGE IN SHARE CAPITAL

During the year under review, your Company's Authorised Share Capital has remain unchanged at Rs. 35,00,00,000 (Rupees Thirty Five Crore) comprising 3,50,00,000 Equity Shares of Rs. 10/- each.

During the year under review, your Company's paid up equity share capital remain unchanged changed Rs. 34,63,06,300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand) comprising of 3,46,30,630 Equity Shares of Rs. 10/- each.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND.

During the year your Company has transferred amount of Rs. 163,680/- Share Application Money due for refund to Investor Education and Protection fund as per provision of section 125 of Companies Act, 1956. There has been no delay in transferring amounts to Investor Education and Protection fund by the Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has not come out with Employee Stock Option Scheme during the year.

DIRECTOR

Mr. Ramesh Kumar Mehra (DIN: 00086598), Director retire by rotation at the forthcoming Annual General Meeting of the Company and not to fill the vacancy. He does not seek re-appointment and therefore not re- appoint him as a Director of a Company.

Mrs. Minoti Nath (DIN: 07017530) was appointed as Additional Director of the Company in the category of Independent Director by the Board in its meeting held on 13th November, 2014. She shall hold office up to the date of ensuing Annual General Meeting of the Company and will be eligible for reappointment as Independent Director. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 stating intent to propose him for the office of Independent Director under Section 149 of the Companies Act, 2013.

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.

During the year Mr. Sakti Pada Banerjee resigned and ceased to be an Independent Director of the Company w.e.f. 25th June, 2014 due to health constraints.

The Board has placed on record its appreciation for the outstanding contributions made by Mr. Sakti Pada Benrjee during his respective tenures as director of the Company.

Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting. Brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

The members in the last AGM approved reappointment of Mr. Prashant Mehra as Managing Director. The members also approved appointment of Mr. Rajesh Kumar Agarwal and Mr. Parag Keshar Bhattacherjee as Independent Directors.

KEY MANAGERIAL PERSONNEL

In compliance of the provisions of Section 203 of the Companies Act, 2013 the following persons were the key managerial personnel of the Company:

(a) Mr. Prashant Mehra, Managing Director & Chief Executive Officer

(b) Mr. T.N Mishra, Chief Financial Officer

(c) Mr. Tarkeshwar Singh, Company Secretary.

LOAN/ADVANCES

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of your company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchanges in the preparation of the annual accounts for the year ended 31st March, 2015 and state that :

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give 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 that period;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 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 on a going concern basis;

V. The Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

VI. There is a proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in a separate annexure attached hereto and forms part of this report as 'Annexure II'.

FIXED DEPOSITS

The Company has not accepted any deposit from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the financial year, the details are given in the Corporate Governance Report that forms part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted by the Company and the details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report. During the year there were no instances of the Board had not accepting the recommendations of the Audit Committee.

WHISTLEBLOWER POLICY

The Company has in place a whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy can be accessed on the Company's website: http://www.kaushalya.net/KDCVIGIL.pdf.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

NOMINATION & REMUNERATION COMMITTEE

A Nomination & Remuneration Committee was constituted by the Company and the details of terms of reference, number and dates of meeting held, attendance, among others are given separately in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) and (4) of Section 178, is attached as 'Annexure-III' to this Report. The remuneration policy is stated in the Corporate Governance Report of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance of the individual directors as well as the working of its Audit, Nomination & Remuneration and Stakeholders Relationship committees. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report integral part of this Annual Report.

INTER-CORPORATE LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 in relation to loans or guarantee are not applicable to the Company, being an infrastructure company as defined under Schedule VI to the Act. Details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company's website http://www. kaushalya.net/KIDCORELATED.pdf.

The details of transactions entered into with related parties are attached as 'Annexure IV' in form AOC-2 that form an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of annual return as per Form MGT- 9 is annexed herewith as 'Annexure - V'.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control with reference to the financial statements. During the year, such control was reviewed and no reportable material weakness was observed.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management 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 this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/S. Rinku Gupta & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as Annexure 'VI' and forms a part of the reports of the Directors. The observation made by the secretarial auditors in their report are self-explanatory and therefore do not call for any further explanations/comments.

AUDITORS & AUDITOR'S REPORT

At the Annual General Meeting held in the year 2014, M/s Sumanta & Co., Chartered Accountants, (ICAI Firm Registration No. 322554E) Statutory Auditors of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of Twenty Fifth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor's appointment for ratification by members at every Annual General Meeting.

The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommends the ratification of appointment of M/s Sumanta& Co., Chartered Accountants, (ICAI Firm Registration No. 322554E) as Statutory Auditors of the Company by the shareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report, read together with the notes on Accounts, are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

COST AUDITORS

The cost audit u/s 148 of Companies Act, 2013 read with its rule is not applicable for your Company for the financial year ended 31st March, 2015.

CSR COMMITTEE

Pursuant to provisions of section 135(1) of Companies Act, 2013 formation of such committee is not applicable to your Company.

RESTRUCTURING OF DEBTS

The bankers of the company have intimated that the second restructuring process for the loan accounts, meanwhile classified as non-performing, has taken considerable time. The same is under process at their end and the company is following up with the Bankers to expedite the process of second restructuring of its accounts.

OTHER INFORMATION

The Audit Committee of your company has reviewed the audited financial statements for the year under review at its meeting held on May 30, 2015 and recommended the same for the approval of the Board of Directors.

SEXUAL HARASSMENT POLICY

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

Up till date, the Company has not received any complaint under the Policy.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

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

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS

The Annexures referred to in this report and other information which are required to be disclosed are annexed herewith and forms a part of this report of the Directors :

Annexure Particulars

I Details of Subsidiary, Associate and Joint Venture AOC-1.

II Particulars of Employees.

III Policy on selection of directors.

IV Details of RTP in AOC-2.

V Extracts of the Annual Return as per Form MGT-9.

VI Secretarial Audit Report.

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

Presently, your company is not engaged in any activity relating to conservation of energy or technology absorption. During the year under review, your company has no foreign exchange earnings and outgoes.

APPRECIATION

Your Board of Directors wish to thank the Central Government, the Government of West Bengal, the financial institutions, its Bankers, shareholders, customers, dealers and other business associates for the support received from them during the year. Your Directors place on record their sincere appreciation for all employees of the Company and for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Kolkata Ramesh Kumar Mehra 13th August, 2015 DIN: 00086598 Chairman Registered office:

HB-170, Sector-III Salt Lake-Kolkata-700106 CIN-L51216WB1992PLC055629

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts for the financial year ended March 31, 2014. FINANCIAL PERFORMANCE

The Financial performance of your Company, for the year ended March 31, 2014 is summarized below :- (Rs. in Lacs)

Standalone 31.03.14 31.03.13

Contract Revenue & Other Income 1556.99 2640.73

Profit before Depreciation, Interest (731.80) 526.07 & Tax

Less : Depreciation 35.77 39.42

Interest 634.01 669.78 687.50 726.92

Profit before Tax (1401.58) (200.85)

Less : Provision for Tax

Current Tax - -

Deferred Tax (2.68) 2.34

Fringe Benefit Tax - -

Income Tax for Earlier Year (2.68) 2.34

Net Profit/(Loss) After Tax (1398.90) (203.19)

Less : Minority Interest N.A N.A

Net Profit After Minority Interest N.A N.A

Balance b/f from previous year 1892.41 2095.60

Balance available for appropriations 1892.41 1892.41

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance Sheet 493.52 1892.41

Consolidated 31.03.14 31.03.13

Contract Revenue & Other Income 1564.55 2647.29

Profit before Depreciation, Interest & Tax (726.14) 530.67

Less : Depreciation 37.20 40.39

Interest 635.95 673.15 688.96 729.35

Profit before Tax 1399.29 (198.68)

Less : Provision for Tax

Current Tax -

Deferred Tax (2.68) 2.34

Fringe Benefit Tax - -

Income Tax for Earlier Year (2.68) 2.34

Net Profit/(Loss) After Tax (1396.61) (201.02)

Less : Minority Interest 0 .66 (0.02)

Net Profit After Minority Interest (1397.27) (201.00)

Balance b/f from previous year 1872.54 2073.54

Balance available for appropriations 475.27 1872.54

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance Sheet 475.27 1872.54

OPERATIONS REVIEW

During the year under review on a Standalone basis your Company has achieved total income from operation of Rs.1,556.99 Lacs as against Rs.2,640.73 Lacs in the previous year. Reduction in top line was due to lower project pipeline during the year coupled with delays in hand over of land in projects on hand. The Loss before depreciation, interest and tax for the year stood to Rs. (731.80) Lacs as compared to Rs.530.67 Lacs in previous year. The net loss after tax was Rs. (1,398.90) Lacs. Decline in sales couled with writeoff of unrecoverable debtors and lower success rates in bids for infrastructure projects resulted in a significantly reduction in PBDIT.

On Consolidated basis, during the year under review the Total Income of your company stood to Rs.1564.55 Lacs as against Rs.2,647.29 Lacs in the previous year. The loss before tax is Rs.(726.13) Lacs as compared to profit of Rs.530.67 Lacs in the previous year.

DIVIDEND

The Directors of your company have not recommended any dividend on the Equity Shares for the year under review. CHANGE IN SHARE CAPITAL

During the year under review, your Company''s Authorised

Share Capital has remain unchanged at Rs.35,00,00,000 (Rupees Thirty Five Crore) comprising 35,000,000 Equity Shares of Rs.10/- each.

During the year under review, your Company''s paid-up share capital changed from Rs. 19,60,56,300 (Rupees Nineteen Crores Sixty Lacs Fifty Six Thousand Three Hundred) comprising 1,96,05,630 equity shares of Rs.10/- each to Rs.34,63,06,300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand Three Hundred) comprising of 3,46,30,630 equity shares of Rs.10/- each upon conversion of warrants into equity shares. PUBLIC DEPOSIT AND LOAN/ADVANCES Your Company has not accepted any deposits from the public, or its employees during the year under review.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of your company.

SUBSIDIARY COMPANIES

As on 31st March 2014, the Company''s subsidiaries and step down subsidiaries are as follows:

1. Bengal KDC Housing Dev. Ltd

2. Bengal Kaushalya Nirman Ltd

3. Kaushalya Township Pvt Ltd

4. Kaushalya Nirman Pvt Ltd

5. Kaushalya Energy Pvt Ltd

6. Orion Abasaan Pvt Ltd

7. Azur Solar KDC Pvt Ltd (Step down Subsidiary) CONSOLIDATED FINANCIAL STATEMENTS

As stipulated in Clause 41 of the Listing Agreement entered into with the stock exchanges, your Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards AS-21 and AS-23 issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

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. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiaries will be made available to the shareholders of the Company upon receipt of written requests from them. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiary companies will also be kept open for inspection by the shareholders at the Registered Office of your Company and of the subsidiaries concerned between 12.00 p.m. to 2.30 p.m. on any working day.

In compliance with the requirements of the MCA Circular, a Statement showing relevant details for the year ended March 31, 2014 of the subsidiaries have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report. A statement pursuant to Section 212(3) of the Companies Act, 1956 regarding extent of interest of the holding company in its subsidiaries, is attached herewith as Annexure A to this Report.

Your company will make available documents/details of the subsidiary Company upon request by any member or investor of your company/subsidiary Company. The Annual accounts of the subsidiary Company will be kept open for inspection by any investor at the corporate office of your company and also that of the subsidiary Company.

LISTING OF EQUITY SHARES

Your Company''s equity shares are listed on the Bombay and National Stock Exchanges. Your Company paid the annual listing fees to each stock exchange.

DIRECTORS

Mr. Sakti Pada Banerjee has resigned as a Director of your company w.e.f. June 25, 2014. The Board places on record their appreciation for the valuable guidance and services rendered by Director of your company.

Mr. Parag Keshar Bhattacharjee(holding DIN-00081899) and Mr. Rajesh Kumar Agarwal (holding DIN-00431195) are the Independent Directors, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Parag Keshar Bhattacharjee and Mr. Rajesh Kumar Agarwal are being eligible and offer themselves for appointment as Independent Directors for five consecutive years for a term upto 31st March 2019.

Appropriate resolutions seeking your approval for the same

has already been included in the Notice of the Annual general Meeting. In the opinion of the Board, Mr. Parag keshar Bhattarcharjee and Mr. Rajesh Kumar Agarwal fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director(s) of the Company and are independent of the management.

Your company received declarations from all the Independent Directors of your company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Mr. Prashant Mehra (holding DIN-00086725) Managing Director of Company who was appointed for term of office upto 30th September, 2014. The Board of Directors in its meeting held on 29th August, 2014 re-appoint him on terms and conditions as specified in Explanatory statement in Item No. 6 whose office liable to retire by rotation for further term of 3 years (three years) from 1st October, 2014 to 30th September, 2017 subject to shareholders'' approval in 22nd Annual General Meeting and Central Government Approval if any required.

Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

I. In preparation of the annual accounts, the applicable accounting standards have been followed.

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

III. The Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, and

IV. The Directors have prepared the annual accounts on a ''going concern'' basis.

AUDITORS & AUDITOR''S REPORT

M/s.Sumanta & Co., (Firm registration No. 322554E), Chartered Accountants, Statutory Auditors of the Company will retire at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Directors recommend their re-appointment from the conslusion of forthcoming Annual General Meeting till the conclusion of 25th Annual General Meeting. The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation/comments. RESTRUCTURING OF DEBTS

Your company had applied for restructuring of its existing debt via Non CDR approach to its Bankers in the previous year which was approved by the bankers. Your company is following the terms and Conditions as specified by Bankers for restructuring of existing debt of your company.

OTHER INFORMATION

The Audit Committee of your company has reviewed the audited financial statements for the year under review at its meettng held on May 30, 2014 and recommended the same for the approval of the Board of Directors.

PARTICULARS OF EMPLOYEES

The parttculars required under Sectton 217(2A) of the Companies Act, 1956, read with the Companies (Parttculars of Employees) Rules, 1975 are not applicable to your company. CORPORATE GOVERNANCE

As per clause 49 of the equity Listtng Agreement with Stock Exchange(s), a separate sectton on Corporate Governance practtces followed by your company together with a Certtficate from your company''s Auditors confirming compliance forms part of this Report.

CODE OF CONDUCT

The Code of Conduct for the Directors and Senior Management Personnel has been made applicable to all the Directors whether executtve or non-executtve including all Senior Management Personnel of your company. The Board Members and Senior Management Personnel of your company have affirmed their compliance with the Code of Conduct during the year and no violatton of the same was reported. The Code of Conduct is also posted on your company''s website: www.kaushalya.net.

VIGIL MECHANISM / WHISTLE BLOWER POLICY OF YOUR COMPANY

Pursuant to the SEBI''s Circular dated April 17, 2014, all listed companies shall establish a Vigil Mechanism/Whistle Blower Policy w.e.f. October 1, 2014. Hence, in Compliance with the provisions of Sectton 177 of the Companies Act, 2013 and revised Clause 49 of the Listtng Agreement with the Stock Exchange(s), the Board of Directors of your company at its meettng held on August 13, 2014, has approved and adopted Vigil Mechanism/Whistle Blower Policy for employees to

report to the management instances of unethical behaviour, actual or suspected, fraud or violatton of your company''s code of conduct. The Whistle Blower policy encourages Directors and employees to bring to your company''s attentton, instances of unethical behaviour, actual or suspected incidents of fraud or violatton of your company''s Code of Conduct that could adversely impact your company''s operattons, business performance and / or reputatton. Your company investtgates such incidents, when reported, in an imparttal manner and takes appropriate actton to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your company''s policy to ensure that no employee is victtmised or harassed for bringing such incidents to the attentton of your company. The practtce of the Whistle Blower policy is overseen by the Audit Committee of the Board.

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

Presently, your company is not engaged in any acttvity relattng to conservatton of energy or technology absorptton. During the year under review, your company has no foreign exchange earnings and outgoes.

APPRECIATION

Your Board of Directors wish to place on record their sincere appreciatton for the valuable and conttnued support received from the Shareholders, Company''s Bankers, Central and State Government Authorittes, Clients, Consultants, Suppliers, Stock Exchange(s) and all other Business Associates for the growth of the organizatton. The Board of Directors also wish to place on record its deep appreciatton for the services of the devoted executtves, staff members and workers whose hard work, solidarity, cooperatton and support contributed to its efficient and successful management and in arriving at this years'' results.

For and on behalf of the Board Place : Kolkata Ramesh Kumar Mehra Date : 29th August, 2014 Chairman

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Mar 31, 2012

The Directors are pleased to present the 20th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

The Financial performance of the Company, for the year ended March 31, 2012 is summarized below :

(Rs.in Lacs)

STANDALONE

31.03.12 31.03.11 Contract Revenues Other Income 10407.94 9255.07

Profit before Depreciation, Interests Tax 1187.85 1000.39

Less: Depreciation 41.34 45.21

Interest 684.75 726.09 462.85 508.06

Profit before Tax 461.76 492.33

Less: Provision for Tax

Current Tax 116.68 128.30

Deferred Tax 33.05 33.78

Fringe Benefit Tax - -

Income Tax for Earlier Year - 149.73 43.93 206.01

Net Profit After Tax 312.03 286.32

Less: Minority Interest N.A N.A

Net Profit After Minority Interest N.A N.A

Balance b/ffrom previous year 1783.57 1497.25

Balance available for appropriation 2095.60 1783.57

APPROPRIATIONS

Transfer to General Reserve 0.00 0.00

Balance Carried to Balance Sheet 2095.60 1783.57

CONSOLIDATED 31.03.12 31.03.77

Contract Revenue & Other Income 10407.94 9255.07

Profit before Depreciation, Interest & Tax 1183.00 995.45

Less: Depreciation 42.54 47.60

Interest 685.51 728.05 462.85 510.45

Profit before Tax 454.95 485.00

Less: Provision for Tax 114.86 128.30

Current Tax 33.05 33.78

Fringe Benefit Tax - -

Income Tax for Earlier Year - 147.91 43.93 206.01

Net Profit After Tax 307.04 278.99

Less: Minority Interest (1.29) (2.12)

Net Profit After Minority Interest 308.33 281.11

Balance B/f from Previous Year 1765.21 1484.10

Balance available for appropriations 2073.54 1765.21

APPROPRIATIONS

Transfer to General Reserve 0.00 0.00

Balance Carried to Balance Sheet 2073.54 1765.21

OPERATIONS REVIEW

During the year under review on a Stand alone basis your Company has achieved total income from operation of Rs. 10407.94 Lacs as against Rs. 9255.07 Lacs in the previous year. The profit before depreciation, interest and tax for the year stood to Rs. 1187.85 Lacs as compared to Rs. 1000.39 Lacs in previous year registering a growth of 18.74%.

On Consolidated basis, during the year under review the Total Income of the Company stood to Rs. 10407.94 Lacs as against Rs. 9255.07 Lacs in the previous year. The profit before tax increased to Rs. 1183.00 Lacs from Rs. 995.45 Lacs registering a growth of 18.84%.

DIVIDEND

The Directors of your Company do not recommend any dividend on the Equity Shares for the year under review.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits from the public.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated in Clause 41 of the Listing Agreement entered into with the stock exchanges, your Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

The Ministry of Company Affairs has granted a general exemption to Companies, by General Circular No-2011 dated 08.02.2011 under section 212(8) of the Companies Act, 1956, from attaching individual accounts of the subsidiaries with their annual report.

Accordingly the Board of Directors of the Company has, by resolution, given consent for not attaching the accounts of its subsidiary in the annual report of the Company for the financial year ended 31st March, 2012. The financial data of the subsidiary forms part of the Annual Report.

The Company will make available documents/details of the subsidiary Company upon request by any member or investor of the Company/subsidiary Company. The Annual accounts of the subsidiary Company will be kept open for inspection by any investor at the corporate office of the Company and also that of the subsidiary Company.

DIRECTORS

Mr. Shankar Saraf and Mr. Rajesh Kumar Agarwal retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Pradip Agarwal has resigned from the Directorship of the Company with effect from 23rd January, 2012. Your Board of directors recorded its appreciation for the valuable services rendered by Mr. Pradip Agarwal to the Company.

Mr. Sidh Nath Mehra, Whole-time Director of Company ceased to be the Director of Company due to sad demise on 1st July, 2012. The Board of Directors, Management and staff of the Company express their heartfelt condolence for the sad demise and the Directors of your Company recorded their appreciation for the valuable contribution made by him to the Company during his tenure as a Whole-time Director of Company.

Based on the recommendation of the Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, Mr. Mahesh Mehra, Non Executive Director of Company has been appointed as a Whole-time Director of Company for a period of 5 (five) years w.e.f 4th September, 2012.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(1) (g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed to the notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departure have been made from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the financial year ended on that date;

iii. the directors have taken proper and sufficient care has been taken 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; and

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

AUDITORS & AUDITOR''S REPORT

The Auditor M/s. Sumanta & Co., Chartered Accountants, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that if reappointed, their appointment will be within the limits under section 224(1B) of the Companies Act, 1956 .

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors'' Report are self- explanatory, and therefore, do not call for any further comments/explanation.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits specified under the provision of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Corporate Governance along with the certificate from the Auditor of the Company and the Management Discussion & Analysis forms part of this Annual Report.

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

Presently, the Company is not engaged in any activity relating to conservation of energy or technology absorption. During the year under review, the Company has no foreign exchange earnings and outgoes.

ACKNOWLEDGEMENT

Your Directors would like to record its appreciation for the cooperation and support received from Government Agencies, Central Government and State Government, Banks, Shareholders, Employees, and all who have directly or indirectly contributed in success of your Company.

For and on behalf of the Board

Place :Kolkata Ramesh Kumar Mehra

Date: November 14, 2012 Chairman

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Mar 31, 2010

The Directors are pleased to present the 18th Annual Report and the audited accounts for the financial year ended March 31, 2010.

FINANCIAL PERFORMANCE (Rs. in Lacs)

STANDALONE CONSOLIDATED

31.03.10 31.03.09 31.03.10 31.03.09

Contract

Revenue &

Other

Income 8336.04 8381.83 8336.04 8383.46

Profit

before

Depreciation,

Interest

& Tax 770.06 668.22 763.83 659.89

Less :

Depreci

ation 46.36 44.06 46.36 44.06

Interest 292.43 338.79 286.98 331.04 292.43 338.79 286.98 331.04

Profit

Before

Tax 431.27 337.18 425.04 328.85

Less :

Provision

for Tax

- Current

Tax 107.85 54.09 107.85 54.09

-

Deferred

Tax 34.20 (80.38) 34.20 (80.38)

- Fringe

Benefit

Tax - - 1.44 - 1.44

- Income

Tax for

Earlier

Year - 142.05 - (24.85) - 142.05 0.37 (24.48)

Net

Profit

After

Tax 289.22 362.02 282.99 353.33

Less

: Minority

Interest N.A N.A (0.98) (2.57)

Net

Profit

After

Minority

Interest N.A N.A 283.97 355.90

Balance

b/f from

previous

year 1208.03 846.01 1200.13 844.23

Balance

available

for

appropriations 1497.25 1208.03 1484.10 1200.13

APPROPRIATIONS

Transfer to

General

Reserve 0.00 0.00 0.00 0.00

Balance

Carried

to

Balance

Sheet 1497.25 1208.03 1484.10 1200.13

OPERATIONS REVIEW

On a stand alone basis your Company has earned a total income of Rs. 8336.04 Lacs in the current financial year as against Rs. 8381.83 Lacs in the previous year. Your Company has earned a Profit Before Tax of Rs. 431.27 Lacs as against Rs. 337.18 Lacs incurred in the previous year registering a growth of 27.9%.

On Consolidated basis, during the financial year under review the Total Income of the Company is Rs. 8336.04 Lacs as against Rs. 8383.46 Lacs in the previous year. The Profit Before Tax increased to Rs. 425.04 Lacs from Rs. 328.85 Lacs registering a growth of 29.25%.

DIVIDEND

Your Company is in process of implementing several new projects either directly/or through its subsidiaries and also actively scanning the horizon for emerging opportunities. In order to conserve the funds to meet the investment requirements for such new business opportunities, which will enhance the shareholders’ value in the long term, the Board of Directors does not recommend any dividend for the financial year 2009-10.

IPO PROCEEDS

During the year under review the Company has fully utilized Rs. 5700 Lacs raised through IPO.

PUBLIC DEPOSIT

The Company did not invite/accept any deposits from the public during the year and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARIES

The Company as of March 31, 2010 had six subsidiaries viz. Bengal KDC Housing Development Limited, Bengal Kaushalya Nirman Limited, Kaushalya Nirman Private Limited, Kaushalya Township Private Limited, Orion Abasaan Private Limited, and Kaushalya Energy Private Limited. Further, in terms of Section 4(1) (c) of the Companies Act, 1956, Kaushalya Solar Power Private Limited, a wholly owned subsidiary of Kaushalya Energy Private Limited incorporated on May 19, 2010 is also a subsidiary of the Company.

In terms of approval granted by the Central Government vide its letter(s) no. 47/598/2010-CL-III dated June 18, 2010 under Section 212(8) of the Companies Act, 1956, Annual Accounts, Directors and Auditors’ Report and other related documents of the subsisting subsidiaries have not been attached with the balance sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same and will also be kept for inspection in the registered office of your Company and the registered office of the subsidiaries concerned. The details on the accounts of the subsidiaries will be put on the Companys website viz. www.kaushalyainfrastructure.com. As directed by the Central Government, the financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS) -21 prescribed under the Companies (Accounting Standard) Rules, 2006, Consolidated Financial Statements presented by the Company include financial information about its subsidiaries.

DIRECTORS

Tenure of Mr. Prashant Mehra as Managing Director of the Company expired on April 17, 2010. Keeping in view of his extraneous efforts, the Board has re-appointed Mr. Prashant Mehra as Managing Director of the Company subject to the approval of shareholders at the ensuing Annual General Meeting for a further period from April 18, 2010 to September 30, 2014.

Mr. Pradip Kumar Agarwal was appointed as an Additional Director of the Company on May 13, 2010. Mr. Agarwal is an Independent Director. In terms of section 260 of the Companies Act 1956, he shall hold office up to the date of ensuing Annual General Meeting. A notice has been received from a member of the Company under Section 257 of the Companies Act, 1956, proposing his appointment as Director.

Mr. Ramesh Kumar Mehra and Mr. Rajesh Kumar Agarwal retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

The Board of Directors recommends their respective appointment(s)/re-appointment(s).

The brief resume and other details relating to directors, who are to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement are furnished in the Annexure to the Notice.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of annual accounts for the financial year ended March 31, 2010, the applicable accounting standards were followed and that no material departures were made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit & loss of the Company for the period;

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

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s Sumanta & Co., Chartered Accountants, the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the year 2010-11 and authorize the Board of Directors to fix their remuneration. The auditors have, under Section 224(1B) and Section 226 of the Companies Act, 1956, furnished certificates of their eligibility for their appointment.

There are no qualifications in the Auditors’ Report calling for comments by the Board of Directors under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits specified under the provision of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975; hence no such particulars are annexed.

CORPORATE GOVERNANCE

Your Company believes in adhering to the highest standards of Corporate Governance and has been benchmarking its policies with the best corporate practices. A separate detailed report on corporate governance along with the Auditors’ Certificate for its due compliance are annexed hereto and form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report forming part of the Directors’ Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

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

Particulars as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as under :

A. Conservation of Energy

Though the Companys core activities are not energy intensive, substantial efforts were made towards energy conservation in all operational activities. Suitable measures have been taken to maximize savings in electricity, fuel and power consumption by the judicious use of equipments, machineries etc. used in the construction.

Total energy consumption and energy consumption per unit as per form - A of Annexure to the rules of Industries specified in the schedule thereto :

Not Applicable

B. Technology Absorption

As the Companys main business is civil contract works, the Company has not undertaken any research & development activity. The technology adopted and applied is the latest technology available in the Industry enabling your company to timely complete the challenging tasks successfully. Many innovative techniques developed and put to effective use to achieve cost efficiency in the construction activity and to be more and more competitive in the prevailing environment. Though it is not possible to quantify the impact, the measures are expected to result in considerable savings.

C. Foreign Exchange Earnings & Outgo

(Rs.)

Earned Nil

Outgo (Last Yr. Rs. 1, 47,677/-) Nil

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to the Banks and Financial Institutions, Central and State Governments authorities, clients, consultants, suppliers and the investors at large for their continued co-operation and support and look forward for the same support in the coming years.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees at all levels for their contribution to the success achieved by the Company.

For and on behalf of the Board

Place : Kolkata Ramesh Kumar Mehra

Date : August 27, 2010 Chairman