kridhan infra Directors report

To,

The Members of Kridhan Infra Limited

Your Directors present their 17^th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31,2023.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Particulars	Standalone Year ended		Consolidated Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income	420	1,806	649	1,857
Depreciation	54	254	57	269
Profit/(loss) Before Tax after exceptional items	(5,000)	(40,523)	(5,512)	(39,955)
Provision for Taxation	27	(105)	38	(101)
Appropriation:
Profit/(loss)After Tax	5,027	(40,418)	(6,433)	(41,330)
Attributable to:
Shareholders of the Company	5,027	(40,418)	(6,433)	(41,330)
Non-controlling interests
Opening balance of retained earnings	(56,245)	(15,827)	(59,621)	(18,291)
Add: Profit / (loss) for the year	(5,027)	(40,418)	(6,433)	(41,330)
Add: Impairment reversal on consolidation of associate	-	-	1,346	-
Amount available for appropriation	(61,272)	(56,245)	(64,708)	(59,621)
Balance to profit/(loss) b / f
Transfer to:
Dividend and Dividend Distribution Tax	-	-	-	-
Minority Interest	-	-	-	-
Balance carried to Balance Sheet	(61,272)	(56,245)	(64,708)	(59,621)

1. Financial Operations & State of Affairs of the Company

During the year under review, the total income of the Company decreased for the year ended March 31 , 2023 to Rs. 420 Lakhs from Rs. 1806 lakhs achieved during the previous year.

The Companys loss for year ended March 31,2023 stood at Rs. 5027 Lakhs. The same is on account of provision for trade receivables, impairment of Property, Plant & Equipment, Loans & Advances, Investments and invocation of corporate guarantee.

The accumulated losses incurred in the past years have resulted in erosion of Companys networth. The management is persuing certain settlement proposals with its lenders and expect favourable outcome, which will help in revival of the Company.

2. Change in the nature of business, if any:

The Company is engaged in Engineering and Construction (E&C) business.

3. Dividend

In view of the continued losses being incurred, your Directors do not recommend any dividend for the year.

4. Transfer to Reserves

During the financial year 2021-22 the Company has not transferred any amount to any reserve.

5. Details of the Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year:

As informed during the last financial year, the subsidiary of the Company namely Ready Made Steel Singapore Pte. Ltd., is under liquidation process and its step down subsidiary KH Foges Pte. Ltd. is under scheme of arrangement (Resolution). Hence, the financial numbers for the year ended 31st March, 2023 are not available. The financial numbers of one Associate company viz Vijay Nirman Company Private Limited are also not available, at their end, due to delayed consolidation of accounts and technical issues in ERP to extract the financials from the system. Hence, due to non availability of the financial information, the same have not been considered for the purpose of the consolidated financial results. Accordingly, the Consolidated figures for the year ended 31st March, 2023 includes only the Indian subsidiarys figures. As informed earlier, the Company has, already impaired its investments and loans outstanding in the overseas subsidiary Readymade Steel Singapore Pte. Ltd., in its standalone financials. In view of the same, there will be no material impact of the said liquidation on the financials of the Company.

Consequently, the consolidated figures for the year ended March 31, 2023 consists of one subsidiary viz. Kridhan Infra Solutions Private Ltd.,

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts)Rules, 2014, Form AOC-1 forms part of this report, appended as Annexure A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiary, are available on the website of the Company at www.kridhan.com

6. Directors and Key Managerial Personnel

As on the date of this Report, your Company has 6 (Six) Directors consisting of 4 (Four) Independent Directors including 1 (One) Independent Woman Director, 1 (one) Non-Executive Director and 1 (one) Executive Director.

The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year are as follows:

a. Mr. Anil D. Agrawal -Chairman and Managing Direcor, has been re-designated as Non-Executive Director and Chairman of the Company with effect from 10.10.2022

b. Mr. Rishi Raj was appointed as Additional Executive Director on 29.09.2022. He has, however, resigned w.e.f. May 08, 2023.

c. Mr. Priyank Anup Jain, Company Secretary & Compliance Officer, was appointed on 01.06.2022. He has, however, resigned from the Company w.e.f. March 23, 2023 for better future prospects.

d. Mrs. Rajeshree Mishra, Chief Financial Officer of the Company, had resigned from the Company w.e.f. June 30^th, 2022 for better future prospects.

The Company has received declarations from all the Independent Directors of the Company pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act read with the Listing Regulations and that they are independent of the Management. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his role, function, duties and responsibilities. The format of the letter of appointment is available on our website atwww.kridhan.com

Brief resume and other details of the Director proposed to be appointed and re-appointed, as stipulated under the Listing Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM read with the Annexure thereto forming part of this Report. Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance.

7. Board Evaluation:

This year too, the Board of Directors went through an elaborate process of evaluating its own effectiveness. Accordingly, formal evaluation of Boards, its Committee and Directors performance is carried out annually. This was designed to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation was made by the Board of their performance and that of its Committees and individual Directors, has to be furnished to the Members as part of the Boards Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make an evaluation of performance of the Board, its Committee and constituents of the Board apart from their self-evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has been undertaken at their meeting held on February 14, 2023. The Board of Directors undertook evaluation of Independent Directors at their meeting held on February 14, 2023 and placed on its record that the Independent Directors have the requisite qualification, expertise and track record for performing their duties as envisaged under the Law, and they add value in the decision making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Boards Committee, as specified by Nomination and Remuneration Committee was done.

8. Board Familiarization Program:

At the time of appointment of Independent Director, through the induction process, he/she is familiarized with the Company, the Directors roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board Meetings covering various areas including business, strategy, financial performance and forecast, compliances/ regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company. All Independent Directors attended the orientation and familiarization programs held during the financial year 2022-23.

The details of training and familiarization programs are available on our website atwww.kridhan.com

9. Policy on the Directors appointment and remuneration:

The Companys Policy on the Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters as provided under section 178 of the Act is available at http://www.kridhan.com/kridhan invest policy code of conduct directors.php.

It is affirmed that the remuneration paid to the Companys Directors during the year has been as per the above terms of the Company.

10. Number of meetings of the Board of Directors:

The Board of Directors met 5 (Five) times during the Financial Year under review. The intervening gap between any two meetings was not more than 120 days as prescribed under the Act. Details of the dates of Board Meetings and the attendance of the Directors at the Board Meetings are provided separately in the Report on Corporate Governance.

11. Committees of the Board:

As on March 31, 2023, the Board had three Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations. During the year, all the recommendations made by the Committees were approved by the Board.

A detailed note on the composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee is provided separately in the Report on Corporate Governance.

12. Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to conduct CSR activities.

13. Vigil Mechanism:

The Company has a Whistle Blower Policy/Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise concerns and seek their redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The Company is also committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Companys website at: http://www.kridhan.com/kridhaninvestpolicywhistleblower.php

14. Audit Reports:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has received an qualified opinion in the Auditors Report for the financial year 2022-23.

Management Response

The group is under financial stress from last few years which has taken toll on the operations of the Company. However, the Company is perusing certain settlement proposals with its lenders and expects a favourable outcome, which will help in revival of the Company.

b) Secretarial Audit Report:

Secretarial Audit Report issued by M/s. Rinkesh Gala & Associates for the financial year 2022-23 in Form MR-3 forms part of this report and annexed hereto as Annexure B.

The Secretarial Auditor has qualified the Secretarial Audit Report dated September 8, 2023.

Management Response

a) The company is persuing certain settlement proposals with its lenders and expects a favorable outcome, which will help in revival of the Company.

(b) The Due to on going financial stress, candidates for CS and CFO commit for joining but delay / not join on one pretext or other. The management is taking appropriate measures for appointing them and also ensure timely compliances

Auditors:

a) Statutory Auditors:

M/s Bagaria & Co., LLP - Chartered Accountants

(FRN No. 113447W), the present statutory auditors have expressed their inability to continue citing load of assignments and wanted increase in remuneration. The will hold the office until the conclusion of the 17^th Annual General Meeting and have given a notice in writing expressing their inability to continue, citing work load and wanted increase in remuneration.

M/s B.R. Kotecha & Co., Chartered Accounts (FRN No.) have been recommended by the Audit Committee and pursuant to the provisions of Sections 138, 142 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company. The Board of Directors has considered and recommended the proposed appointment of M/s B.R. Kotecha & Co., Chartered Accounts, as the statutory auditors of the Company in place of M/s Bagaria & Co, LLP Chartered Accountants (FRN No. 1 1 3447W), the retiring auditors of the Company, for a first term of five consecutive years commencing from the conclusion of the 17^th Annual General Meeting (AGM), at a remuneration as may be recommended by the Audit Committee and fixed by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of audit.

Other relevant information has been furnished at the item no. 3 of the Notice convening the AGM.

b) Observations of statutory auditor on financial statements for the year ended 31.03.2023.

The management has given its response in the above paragraphs to the qualifications of the statutory auditor and secretarial auditor.

c) Secretarial Auditors:

As required under provisions of the Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Rinkesh Gala & Associates, Practicing Company Secrtaries, in Form MR 3 for FY 2022- 23 forms part to these report, marked as Annexure-B.

d) Internal Auditors:

The Company has an in house Internal Audit (IA) function. To maintain its objectivity and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The IA department evaluated deficacy and adequacy of the Internal Control Systems, its compliance with the operating systems and the policies of the Company and Accounting procedures at all locations of the Company.

15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

A. Conservation of Energy:

a) the steps taken or impact on conservation of energy:

NA

b) the steps taken by the company for utilizing alternate sources of energy: NA

c) the capital investment on energy conservation equipments : NA

B. Technology Absorption:

a) the efforts made towards technology absorption: NA

b) the benefits derived like product improvement, cost reduction, product development or import substitution:

NA

c) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

* the details of technology imported;

* the year of import;

* whether the technology has been fully absorbed;

* if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

* the expenditure incurred on Research and Development.

C. Foreign Exchange Earnings and Outgo:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Rule 5 of the Companies (Accounts) Rules, 2014, the information relating to foreign exchange earnings and outgo is provided under:

(Amount in Rs. lakhs)

Sr. No. Particulars	2022-23	2021-22
1. Foreign Exchange Earnings	NIL	NIL
2. Foreign Exchange Outgo	NIL	NIL

16. Particulars of Employees

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employees remuneration is made available at the corporate office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting.

17. Extract of Annual Return

As provided under Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013, the extract of annual return in Form MGT-9 is available on the website of the Company at www.kridhan.com

18. Share Capital

The paid up Equity Share Capital as at March 31, 2022 stood at 18.96 Crore. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

19. Management Discussion and Analysis Report

In terms of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report.

20. Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31,2023, the Board of Directors hereby 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, wherever applicable;

b) such accounting policies have been selected and applied consistently and the Directors 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 as at March 31,2022 and of the losses of the Company for the year ended on that date;

c) proper and sufficient care was taken 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) the annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Particulars of Contracts and Arrangements with Related Parties

Your Company has formulated a policy on Related Party Transactions including policy for determining material subsidiaries and on materiality of related party transactions which are available on the Companys website and is accessible at the link: http://www.kridhan.com/kridhan invest policy related party transactions.php-.

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis.

During the year under review, the Company has 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. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 along with the justification for entering into such contract or arrangement in FormAOC-2 does not form part of the report. However, the Directors draw attention of the members to the Standalone Financial Statement which sets out related party disclosures.

22. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Particulars of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 form part of the Notes to the Standalone Financial Statements.

23. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the 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 in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and the same are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

24. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the aforesaid Act, including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no complaints pertaining to sexual harassment were received during the Financial Year 2021-22. The policy can be accessed on the website of the Company at the link http://www.kridhan.com/kridhan invest policy sexual harassment.php

25. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and notified by the Central Government.

26. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not mandated for the products manufactured by the Company.

27. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no events/ instances/transactions occurred on these items during the year under review:

a) Material changes and commitments, if any, 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;

b) Details relating to deposits covered under Chapter V of the Act;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

d) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; and

e) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are reportable to the Central Government, as there were no such frauds reported by the Auditors.

28. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and cooperation extended by the Government Authorities, Bankers, Customers, Employees and Members during the year under review and look forward to their continued support.

For and on behalf of the Board of Directors	Kridhan Infra Limited
Date: September 9, 2023	Gautam Suri
Place: Mumbai	Executive Director
	DIN:08180233