blkashyap sons ltd share price 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 31 st March, 2023.

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year as compared with the previous year is summarized below:

(Rs. In Crores)

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, exceptional item and Tax	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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY S AFFAIRS Standalone:

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 notifiedunder Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.TheConsolidatedFinancialStatementsforthefinancialyear ended 31 st March, 2023 forms part of the Annual Report.

APPROPRIATIONS a. DIVIDEND

Your Directors have not recommended any dividend for the financial yearended 31 st March, 2023.

UNPAID / UNCLAIMED DIVIDEND

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.

DIVIDEND DISTRIBUTION POLICY

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

b. TRANSFER TO RESERVES

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 as part of the Other Equity.

SHARE CAPITAL

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.

CHANGE IN NATURE OF BUSINESS

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 oftheCompanyoccurredbetweentheendofthefinancialyear to which these financial statements relate and the date of this Report.

CREDIT RATING

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 attentionis drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.

PUBLIC DEPOSITS

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.

SUBSIDIARIES

We have four subsidiaries and two step sown subsidiaries as on 31st March, 2023:

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 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 Companys 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 business; conductofits

- 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 definedPolicies,StandardOperatingProcedures(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 Companys 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 Companys 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.

RELATED PARTY TRANSACTIONS

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 Companys 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 arms 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 andoftheprofits year under review; ofthe Companyforthe sufficient the maintenance of adequate accounting records in accordance iii. Thedirectorshavetakenproperand 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 33^rd 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

COMMITTEES OF THE BOARD

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 composition of above committees& their meetings are given separately under the Corporate Governance Report, which forms part of this report.

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/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 Companys 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 Boards report.

PERFORMANCE EVALUATION

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 Boards functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance 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 oftheBoard,theIndependentDirectorsalsopossesstheattributesof 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.

STATUTORY AUDITORS

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.

COST AUDITORS

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.

SECRETARIAL AUDITORS

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 st March, 2023 is annexed herewith and marked as " yearended31 Annexure-B". There are no qualifications or adverse remarks or disclaimers in the said report.

SECRETARIAL STANDARDS

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 Companys website at https://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 Companys 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.

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 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.

ACCREDITATION

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.

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 14001:2015 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 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 Boards 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.

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 this Annual Report. The requisite Certificate from the Auditors of the Company confirming 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 Managements 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.

ANNUAL RETURN

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/.

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.