B.L.Kashyap & Sons Ltd Directors Report.
Your Directors are pleased to present before you the 30th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended 31st March, 2019.
The Companys financial performance during the year as compared with the previous year is summarized below:
Amount (Rs In Crores)
|Year ended||31st March, 2019||31st March, 2018||31st March, 2019||31st March, 2018|
|Income from operations||748.48||936.68||769.25||1012.79|
|Profit/(Loss) before Tax||21.78||65.92||(9.57)||31.44|
|Profit / (Loss) after Tax||13.92||48.99||(6.28)||25.32|
|Earnings per share, on the face value of Rs 1/- each (in Rs)||0.64||2.31||(0.29)||1.20|
|No. of shares||22.5440||21.5440||22.5440||21.5440|
During the financial year 2018-19, the company has registered total revenue of Rs 748.49 Crores as compared to Rs 936.68 Crores in the previous year representing a decrease of 20.09%.
Profit after tax was Rs 13.92 Crores in FY 2018-19 against profit of Rs 48.99 Crores in FY 2017-18 representing a decrease of 71.59%.
The consolidated total income from operation of the Company for the current financial year is Rs 769.25 Crores as against Rs 1012.79 Crores in the previous year representing an decrease of 24.35%
The consolidated Loss after tax was Rs 6.28 Crores in FY 2018-19 against Profit of Rs 25.32 Crores in FY 2017-18.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rule 2014 and applicable Clauses of Listing Agreements with the Stock Exchanges and Accounting Standard Ind AS-110 on Consolidated Financial Statements read with Accounting Standard Ind AS-28 on Accounting for Investment in Associates and Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.
The financial year 2018-2019 started with a bang where the Company was expected to improve its turnover and its margin considerably. This was based on the fresh orders the company had bagged from the Government and Private businesses. Unfortunately with the NBFC crisis the company faced a severe liquidity crisis from both the Private and Public Sectors. Even though order inflows continued during the financial year the ground reality of project execution continued to slow because of shortage of last mile funding for developers from NBFCs, labor shortages and lack of clarity for Government Clients.
We believe the first half of the financial year 2019-2020 would continue to carry over the liquidity crisis from the previous year. But with the continuation of the Government we feel there will be a renewed focus on Infrastructure and this would help the Sector grow from the second half of the Financial Year 2019-2020. The Company is focusing on Margins, Cash Flows and Government Jobs to capture some additional growth.
Your Directors have not recommended any dividend for the financial year ended 31st March, 2019.
UNPAID / UNCLAIMED DIVIDEND
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, an amount of Rs 40681/- of unpaid / unclaimed dividends were transferred during the year to the Investor Education and Protection Fund.
b. TRANSFER TO RESERVES
For the year under review, the Company has added the entire available surplus to the brought forward balance in Rsstatement for loss and no amount has been transferred to reserves.
c. OPERATIONAL OVERVIEW
During the year under review, the Company has executed contractual projects covering an area of approx. 7.50 million square feet in 8 states.
The Company currently has 26 ongoing contractual projects located in 10 cities aggregating to approx. 28.00 million square feet under various stages of construction.
The details of some of the major/prestigious undergoing or completed are as under.
(a) Chennai Metro - Chennai
(b) AIIMS Raipur & AIIMS Patna
(c) HAL Tejas - Bangalore
(d) Mind Space - Hyderabad
(e) Embassy Parcel 9 - Bangalore
(f) Embassy Manyata - Bangalore
(g) Oxygen Business Park - Noida
The Company has a geographic presence in 10 cities and 8 states across India.
The paid-up equity share capital of the Company as at 31st March, 2019 stood at Rs 22,54,40,000/- divided into 22,54,40,000 equity share of Rs 1 each. During the year under review, your Company allotted / issued 1,00,00,000 equity shares against conversion of warrants. As on March 31, 2019, 99.99% of the total paid-up capital of the Company stands in the dematerialized form.
UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)
Further to the information furnished in the Directors Report for the financial year 2017-18, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group ("CDR EG"), the Company continues to comply with most of the terms and conditions of the CDR package. Incidentally RBI has revised the prudential framework for resolution of stressed assets and in turn all the restructuring schemes stands superseded by the guidelines of 7th June 2019 circular.
Your Company is committed to honour its debt obligation in time and is maintaining cordial relations with lenders. The over dues in debt servicing are owing to delay in Debt realization. However, the Company is exploring other options and endeavoring for timely debt service obligations except one lender namely Syndicate Bank for which the company is exploring the possibility of settlement sans legal recourse .
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the Financial Year 2018-19.
MATERIAL CHANGES AND COMMITMENTS
There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2019 to the date of signing of the Directors Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. However, members attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements.
The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review.
We have four subsidiaries and two step sown subsidiaries as on 31st March, 2019:
|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 non-listed Indian subsidiary since there turnover or net worth (i.e. paid-up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.
As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the Form AOC-1 and same is enclosed to this report as Annexure -A.
The details of the policy on determining Material Subsidiary of the Company is available on Companys website at
INTERNAL FINANCIAL CONTROLS AND SYSTEMS
Your Company has in place adequate financial control system and framework in place to ensure:
- The orderly and efficient conduct of its business;
- Safeguarding of its assets;
- The prevention and detection of frauds and errors;
- The accuracy and completeness of the accounting records; and
- The timely preparation of reliable financial information.
During the year, such controls were tested and no reportable materials Weakness in the design or operation were observed.
RELATED PARTY TRANSACTIONS
As per the provision of Companies Act, 2013 and Regulation 23 of 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: http://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 -B and the same forms part of this report.
Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.
Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 134(3)(c) and 134(5) , the Board of Director, to the best of their knowledge and ability confirms that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.
ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for the year under review;
iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts of the Company on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companys Act, 2013 Mr. Vineet Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment as Director of the Company. The brief resume of Mr. Vineet Kashyap and other relevant details are given in the accompanying Notice of AGM.
Pursuant to the provisions of the Companies Act, 2013, the members at the 25th AGM of your Company held on September 29, 2014 appointed Mr. H. N. Nanani as an Independent Director to hold office for 5 (five) consecutive years for a term up to September 28, 2019. Mr. H.N. Nanani is eligible for re-appointment as an Independent Director for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 30th AGM of your Company, the reappointment of Mr. H.N. Nanani as an Independent Director for a second term of 5 (five) consecutive years from September 29, 2019 to September 28, 2024.
Pursuant to the provisions of the Companies Act, 2013, the members at the 25th AGM of your Company held on September 29, 2014 appointed Mr. Justice C.K. Mahajan (Retd.) as an Independent Director to hold office for 5 (five) consecutive years for a term up to September 28, 2019. Mr. Justice C.K. Mahajan (Retd.) is eligible for re-appointment as an Independent Director for a second term of up to 5 (five) consecutive years. Pursuant to the applicable statutory provisions and based on the recommendation of the Nomination and Remuneration Committee, the Board recommends for the approval of the members through a Special Resolution at the 30th AGM of your Company, the re-appointment of Mr. Mr. Justice C.K. Mahajan (Retd.) as an Independent Director for a second term of 5 (five) consecutive years from September 29, 2019 to September 28, 2024.
NUMBER OF MEETINGS OF THE BOARD
The Board meets on regular intervals to discuss on Company/business policy, strategy and financial results apart from other Board business. A tentative calendar of Meetings is prepared and circulated in advance to the Directors to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.
During the year Four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
COMMITTEES OF THE BOARD
The Board has five committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Executive Committee. The details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The 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.
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. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Familiarization Programme seeks to update the Independent Directors on various matters covering Companys strategy, business model, operations, organization structure, finance, risk management etc. It also seeks to update the Independent Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013 and other statutes.
The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at http://www.blkashyap.com/DOC/Familiarization.pdf
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the Listing Regulations.
The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
There were no qualifications, reservations or adverse remarks made by the Auditors in their report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
COST ACCOUNTS AND COST AUDIT
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 March 31, 2020. 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 30th AGM of the Company.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Sharma Jain & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2019.
SECRETARIAL AUDIT REPORT
As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.
There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in their report.
The Secretarial Audit report is annexed herewith as "Annexure-C"
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
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.
During the year the CSR budget outlay of Rs 56.24 Lakhs has been approved by the Board of Directors. As per the Programme, the Company have to start implementation of CSR activities. However, during the year, The Company could not able to spent any amount as the Company has stringent process for selecting other CSR Projects. Only these projects that yield maximum impacts are selected and supported. During the year the company has not been able to find the right Projects to spent wisely and effectively on CSR. The company is actively looking to identify additional projects to increase its CSR Spending.
The CSR Policy is available on our website at:
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place an alert procedure "Vigil Mechanism / Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
The policy on vigil mechanism and Whistle Blower Policy may be accessed on the Companys website at http://www.blkashyap. com/doc/Whistle-Blower-2014.pdf
INSIDER TRADING REGULATIONS
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the 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 Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.
During the year under review, there were no complaints pertaining to sexual harassment.
The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The requisite annual listing fees have been paid to these Exchanges.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.
At every possible level Company is trying to conserve the use of energy i.e. power & fuel.
While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs 45.96 Lacs.
Your Company does not have any stock options scheme.
Your company continues to enjoy ISO 9001:2015, ISO 14001:2004 and OHSAS 18001:2007 accreditation, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.
HEALTH AND SAFETY
The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:
|Non-executive directors||Ratio to median remuneration|
|Mr. H.N. Nanani||-|
|Justice C.K. Mahajan (Retd.)||-|
|Mr. Naresh Lakshman Singh Kothari||-|
|Ms. Poonam Sangha||-|
|Mr. Sharad Sharma||-|
|Mr. Vivek Talwar||-|
|Mr. Settihalli Basavraj||-|
* No remuneration was paid to Non-executive directors except sitting fees.
|Executive directors||Ratio to median remuneration|
|Mr. Vinod Kashyap||16.11 times|
|Mr. Vineet Kashyap||16.11 times|
|Mr. Vikram Kashyap||16.11 times|
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:
|Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary||% increase in remuneration in the financial year|
|Mr. Vinod Kashyap||49.60%|
|Mr. Vineet Kashyap||49.60%|
|Mr. Vikram Kashyap||49.60%|
|Mr. Manoj Agarwal CFO||Nil|
|Mr. Pushpak Kumar CS||Nil|
c. The percentage increase in the median remuneration of employees in the financial year: Nil
d. The number of permanent employees on the rolls of Company: 1290
e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Average percentile increase in the remuneration for all employees other than managerial personnel was Nil, while the average increase in the managerial remuneration (executive directors) was 49.60%. The increase in Managerial personnel (executive directors) was after 3 years.
Remuneration to executive directors was paid during FY 2018-19 in terms of Schedule V of the Companies Act, 2013.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms remuneration is as per the remuneration policy of the Company.
g. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-D forming part of this report.
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 Agreement forms an integral part of the Annual Report.
The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Managements Discussion and Analysis is set out in this Annual Report.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2019 made under the provisions of Section 92(3) of the Act is attached as Annexure E which forms part of this Report.
The Company is also periodically uploading Annual Reports, Financial Results, Shareholding Pattern, Corporate Governance Reports etc. on its website viz. www.blkashyap.com within the prescribed time limit.
Your directors would like to express their gratitude for the support, assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.
The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support. The Board expects to continue to receive their continued support and cooperation in future also.
|For and on behalf of the Board of Directors of|
|B.L. KASHYAP AND SONS LIMITED|
|Place : New Delhi||(VIKRAM KASHYAP)||(VINEET KASHYAP)|
|Dated : 12.08.2019||DIRECTOR||MANAGING DIRECTOR|
|DIN: 00038937||DIN: 00038897|