DIRECTORS' REPORT TO THE MEMBERS Your Directors present their Ninth report together with the Audited Financial Statements of your Company for the year ended 31st March, 2015. 2. Dividend Your Directors have recommended a dividend of Rs.0.20 (10 per cent) per equity share for the financial year 2014-15 which, if approved at the ensuing 9th Annual General Meeting (AGM), will be paid to (i) all those equity shareholders whose names appear in the Register of Members as on 28th September, 2015 as furnished by the National Securities Depository Limited and Central Depository Services (India) Limited for the purpose. The Dividend payout as proposed is in accordance with the Company's policy to pay sustainable dividend linked to long term performance, keeping in view the capital needs for the Company's growth plans and to achieve optimal financing of such plans through internal accruals. 3. Transfer to Reserves During the financial year 2014-15 the Company has not transferred amount to any reserve. 4. Operations/ State of the Company's Affairs Even as the economic environment in India continued to be challenging, the situation improved somewhat as the year progressed, especially in the second half of 2014-15. According to the advance estimates released by the Central Statistical Organisation (CSO), India's GDP growth is expected to be 7.5 per cent in 2014-15, around 1 percentage point higher than the previous year. The consolidated total income of your Company was Rs. 65173.80 lakhs in 2014-15 as compared to Rs. 67987.21 lakhs in 2014-15. The consolidated Profit before tax (PBT) stood at Rs. 3663.50 lakhs in 2014-15 as compared to Rs. 5056.51 lakhs, whereas the consolidated profit after tax (PAT) after minority interest was Rs. 2907.87 lakhs as compared to Rs. 4004.30 lakhs during 2013-14. Total income of your Company as a standalone entity increased from Rs. 3769.18 lakhs in 2013-14 to Rs. 8028.97 lakhs in 2014-15. PBT was Rs. 169.14 lakhs in 2014-15 as compared to Rs. 125.46 lakhs in 2013-14, whereas PAT was Rs. 125.49 lakhs in 2014-15 as compared to Rs. 86.50 lakhs in 2013-14. No material changes and commitments have occurred after the close of the year till the close of this Report, which affect the financial position of the Company. 5. Auditors The Board has recommended to the shareholders for ratification of re-appointment of M/s. MKPS & Co., Chartered Accountants, Mumbai, as the Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the 10th Annual General Meeting to be held in the year 2016 as per resolution passed in Annual General Meeting held in the year 2014 and to fix their remuneration. The notes of the financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark. 6. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 The details are provided in the standalone financial statement at Note no.2.13 Particulars of investment made under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement at Note no. 2.13 7. Subsidiaries/ Joint Ventures & Associate Companies As on 31st March, 2015 the Company had two subsidiaries namely Readymade Steel Singapore Pte. Limited (Singapore) and Kridhan Infra Solutions Private Limited (India). During the year, wholly owned subsidiary named Readymade Steel Hong Kong Limited was de-registered as a subsidiary in Hong Kong In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary & associate companies, which is forming part of the Annual Report. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.kridhan.com The Policy for determining material subsidiary is uploaded on the website of the Company and can be assessed at the link, i.e www.kridhan.com The particulars of Subsidiaries has been given in Form AOC-1 in Annexure I. 8. Contracts And Arrangements With Related Parties All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. 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. In view of the above, the requirement of giving particulars of contracts / arrangements made with related parties, in Form AOC-2 are not applicable for the year under review. The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company's website www.kridhan.com Your Directors draw attention of the members to Note no.2.35 to the standalone financial statement which sets out related party disclosures. 9. SHARE CAPITAL Increase in Authorised Capital Pursuant to approval of members in Annual General Meeting, the authorised capital of the company has been increased from Rs.16,00,00,000/- to Rs. 18,00,00,000/-Increase in Paid-Up Capital During the year, the paid-up capital of the Company has increased from Rs. 123183530 as of March 31, 2014 to Rs. 135633530/- as of March 31, 2015. 10. Warrants convertible into equity shares During the year, the Board converted 62,25,000 warrants into 62,25,000 equity shares of Rs. 2/- each to Promoters Group on 7th March, 2015 and 27th March, 2015. On 9th April, 2015, the Board converted 37,75,000 warrants into 37,75,000 equity shares of Rs.2/- each to Promoter and 15,00,000 warrants into 15,00,000 equity shares to Non- Promoter. Further, on 29th May, 2015, the Board converted 2,50,000 warrants into 2,50,000 equity shares of Rs. 2/- each to Non-Promoter. 11. Sub-Division of Shares The Member approved the sub-division of the Equity Shares in Annual General Meeting held in year 2014. whereby 1 (One) Equity Share having a nominal face value of Rs. 10 (Rupees Ten only) was sub-divided into 5 (Five) Equity Shares of nominal face value of Rs. 2 (Rupee Two) only each. Consequent amendment to the capital clauses of the Memorandum of Association of the Company were also approved by the members.. 12. Change of Registered Office During the year, registered office of the company was shifted to 207, Tirupati Udyog, I.B.Patel Marg, Goregaon (East), Mumbai - 400063 with effect from 25th June 2014, further during the period under review, registered office of the company was shifted to A/13, Cross Road No. 5, Kondivita Road, Andheri (East), Mumbai- 400093 with effect from 01st June, 2015. 13. Change of Name During the year, the name of the Company changed its name from Readymade Steel India Limited to Kridhan Infra Limited w.e.f 24th June, 2014. 14. Management Discussion and Analysis Report The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Company's operations forms part of this Annual Report. 15. Corporate Governance A report on Corporate Governance along with a certificate from the Practising Company Secretary of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report. 16. Directors During the year, the company welcomed on Board Ms. Nikki Agarwal as woman director appointed on 31st March 2015. The Board of Director has approved appointment of Managing Director Anil Agrawal whose term expired on 24 August 2015. The term of appointment of Managing Director is further extended for period 3 years subject to approval of members at annual general meeting. The Board proposes appointment of Whole Time Director Satyajit Das whose term expires on 28 September 2015 subject to members approval at annual general meeting. During the year under review, the CFO of the Company, Mr. Arnab Ghosh has resigned w.e.f 1st June, 2015 and the Company is in process of filing the vacancy for the post of CFO as per the Listing Agreement. Independent directors have given their declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, evaluation of every Director's performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-independent Directors and the Board as a whole, Committees thereof and Chairperson of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated. A structured questionnaire was prepared after circulating the draft forms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. Company has formulated policy on appointment of directors and senior management, remuneration to directors and remuneration to Key managerial personnel and others as per section 178 of Companies Act, 2013. 17. Policy on Directors Appointment, Remuneration & Boards Performance During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. 18. Meetings During the year Seven Board Meetings were convened and held the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. 19. Directors' Responsibility Statement Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) they had 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 on 31st March, 2015 and of the profit of the Company for that period; (c) they had 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; (d) they had prepared the annual accounts on a going concern basis; (e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. In view of the nature of activities which are being carried on by your Company, the particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies'(Disclosures of Particulars in the Report of the Board of Directors) Rules,1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company 21. Particulars of Employees In terms of provisions of Section 138 of the Companies Act, 2013 read with the Companies (Particulars Employees) Rules, of 1975 as amended the Company has no employees who were in receipt of the remuneration Rs.60, 00,000/- or more per of annum during the year ended 31st March, 2015 or Rs. 5, 00,000/- or more per months during any part of the said year. The information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the registered office of the Company during working hours for a period of twenty one (21) days before the date of the meeting. 22. Extract of Annual Return The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report. 23. Secretarial Auditor & Report The Board has appointed M/s.HS Associates, Practising Company Secretaries to conduct the secretarial audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure III to this Report. 24. Whistle Blower Policy/ Vigil Mechanism The Company has established a vigil mechanism for Directors and employees to report their genuine concerns,details of which have been given in the Corporate Governance Report annexed to this Report. It is available on the Company's website www.kridhan.com 25. Sexual Harassment Policy As required by the Sexual Harassment of Women at Workplace[Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. There were no complaints filed against any of the employees of the Company under this Act. 26. Acknowledgment The Directors would like to thank all shareholders, customers, bankers, contractors, suppliers, joint venture partners and associates of your Company for the support received from them during the year. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company. On behalf of Board of Directors For Kridhan Infra Limited Sd/- Anil Agrawal Chairman / Managing Director Date : 14/8/2015 Place : Mumbai |