Kaushalya Infrastructure Development Corpn Ltd

Dear Shareholders,

The Directors are delighted to present the 32nd Annual Report together with the Audited Accounts for the financial year ended March 31, 2024.

Financial Performance

A summary of the financial performance of the company for the year ended March 31, 2024 is summarized below:

(Rs In Lakhs)

State of Affair & Operations Review

During the year under review on a Standalone basis the Company has registered total income of Rs. 1,664.37 Lakhs as against Rs. 109.86 Lakhs in the previous year. The Company has recorded other income of Rs. 1,620.06 Lakh during current year w.r.t write back of loan liability which is attributed to a gain from the settlement of a Loan of Indian Overseas Bank Account.

The Company has successfully made the payments of all the installments as outlined in the sanctioned letter dated March 29, 2018 with respect to the restructured loan of Indian Overseas Bank and the Company had also received a No Due Certificate in this regard. The Company has already made the full payment of the settled amount in respect to debts of SBI Account and received a no dues certificate dated June 1, 2018.

The Profit/(Loss) before depreciation, interest and tax for the year stood to Rs. 1,417.25 Lakhs as compared to Rs. (89.57) Lakhs in previous year. The Profit/ (Loss) After Tax for the F.Y. 2023- 24 is Rs. 1,082.86 Lakhs against previous F.Y Rs. (177.72) Lakhs.

On Consolidated basis, during the year under review the Total Income of the Company stood to Rs. 1,664.78 Lakhs as against Rs. 112.51 Lakhs in the previous year. The Company has recorded other income of Rs. 1,620.06 Lakh during current year w.r.t write back of loan liability which is attributed to a gain from the settlement of a Loan of Indian Overseas Bank Account. The EBITDA of the Company stood at Rs. 1,391.48 Lakhs for the F.Y 2023- 24 as compared to Rs. (117.27) Lakhs in the previous year.

The report on the highlights of performance of its subsidiaries, associates and joint venture and their contribution to the overall performance of the company during the period under review is given in Form AOC-1 and forms an integral part of this Annual Report.

Dividend

During the year under review, the Board does not recommend payment of dividend on equity shares of the Company.

General Reserve

During the year under review, the Company has not transferred any amount to the General Reserve. Employee Stock Option Scheme

During the year under review, the Company has not come out with Employee Stock Option Scheme. Nature of Business

The Company operates under two segments:

i) Construction, and

ii) Hotel.

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

Material Changes and Commitments after the Balance Sheet Date

There have been no other material changes and commitments affecting the financial position of the Company except above which have occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

Subsidiary Companies & Associate Companies

As on 31st March 2024, the Company has the following subsidiaries, step down subsidiary, associates and joint ventures:

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to the Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy has been made available on the Company's website at http://www.kaushalya. net/MATERIAL%20SUBSIDIARY.pdf

The Company has one material Subsidiary namely Bengal KDC Housing Development Ltd as on 31st March, 2024.

Pursuant to section 129(3) of the act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/ Joint Venture is given in Form AOC-1 and forms an integral part of this Annual Report.

Consolidated financial statements

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared Consolidated Financial Statements of the Company and of all its subsidiaries, associates and joint venture, which is forming part of the Annual Report. As per the provisions of section 136 of the Companies Act, 2013, separate audited financial statements of its subsidiaries are being placed on its website http://www.kaushalya.net/others.htm

Listing of equity shares

The Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd.

Change in Share Capital

The Company's Authorized Share Capital as on 31st March, 2024 is Rs. 35,00,00,000/- (Rupees Thirty-Five Crores Only) comprising 3,50,000 Equity Shares of Rs. 1,000/- each and Company's Paid-up Share Capital as on 31st March, 2024 is Rs. 34,63,06,000/- (Rupees Thirty-Four Crores Sixty-Three Lakhs Six Thousand Only) comprising of 3,46,306 Equity Shares of Rs. 1,000/- each.

The Company had filed a petition with the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, on September 26, 2022 for consolidation of equity shares of F.V. Rs 10/- each to F.V Rs. 1,000/- each.

Subsequently, on July 26, 2023 an order was issued by the Hon'ble NCLT approving the consolidation of entire Issued, Subscribed, Paid-up and Authorized Share Capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each.

The Company had fixed a record date i.e. January 12, 2024 for determining the name of the shareholders who are eligible to receive equity shares of Rs. 1,000/- each. Following the consolidation, no shareholder shall retain a fraction of a share and all the fractional entitlements resulting from the consolidation has been aggregated into whole shares and entrusted to a trustee appointed by the Board of Directors and net sale proceeds from sale of such shares will be held by the trustee, who will allocate the proceeds to the company members proportionally based on their fractional entitlements. To facilitate the said consolidation, 30 shares of Rs. 10/- each held by the promoters of the Company has been cancelled.

Transfer to Investor Education and Protection Fund.

During the year under review, there has been no transfer to Investor Education and Protection fund by the Company.

Board of Directors

As of March 31, 2024, the Board of the Company has an optimum combination of Executive and Non- Executive Directors. The following individuals hold Executive and Non-Executive Independent Directors positions in the Company:

Executive Directors:

1. Mr. Mahesh Mehra (DIN-00086683) - Whole-time Director

2. Mr. Tarak Nath Mishra (DIN-08845853) - Whole-time Director & Chief Financial Officer

3. Mr. Sanjay Lal Gupta (DIN-08850306) - Whole-time Director & Company Secretary

Non-Executive Independent Directors:

1. Mrs. Minoti Nath (DIN-07017530) - Woman Independent Director

2. Mr. Sandip Sarkar (DIN-07691831) - Independent Director

3. Mr. Ram Krishna Mondal (DIN-02065330) - Independent Director

Mr. Tarak Nath Mishra, Whole-time Director is due to retire by rotation, and being eligible, he has offered himself for re-appointment.

Resolutions seeking approvals of the members for the appointments and re-appointments have been incorporated in the notice of the Annual General Meeting (AGM). Detailed resumes of the directors who are proposed to be appointed or re-appointed are provided in the notice of the ensuing AGM, as required under the Code of Corporate Governance.

Mr. Ram Krishna Mondal will attain the age of 75 years with effect from October 29, 2024 and approval of members is required for the continuation of his directorship from the day he attains the age of 75 years till the expiry of his current term till May 6, 2025.

The Board is of the opinion that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Ram Krishna Mondal as an Independent Director.

Accordingly, the Board recommends passing of the Special Resolution in relation to continuation of directorship of Mr. Ram Krishna Mondal as an Independent Director till the expiry of his current term till May 6, 2025.

All the Independent Directors have provided declarations confirming that they meet the independence criteria prescribed under Section 149(6) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have also complied with the Code for Independent Directors as specified in Schedule IV to the Act. Additionally, as required by Section 150(1) of the Companies Act, 2013, they have registered themselves as Independent Directors in the independent director data bank maintained by the Indian Institute of Corporate Affairs. Furthermore, all directors have confirmed their adherence to the Company's Code of Business Conduct & Ethics. The Independent Directors, who were required to undergo the online proficiency self-assessment test, have successfully cleared the test.

Key Managerial Personnel

In compliance of the provisions of Section 203 of the Companies Act, 2013, the following persons are the Key Managerial Personnel (KMP) of the Company:

(a) Mr. Mahesh Mehra, Whole-time Director;

(b) Mr. Tarak Nath Mishra, Whole-time Director & Chief Financial Officer; and

(c) Mr. Sanjay Lal Gupta, Whole-time Director & Company Secretary.

Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(5) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges in the preparation of the annual accounts for the year ended 31st March, 2024:

I. In the preparation of the annual accounts, the applicable accounting standards had 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 are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits and loss of the Company for that period;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared the annual accounts on a going concern basis;

V The Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and VI. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Particulars of remuneration of employees

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

Deposits

During the year, the Company has not accepted any deposit from the public/ members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Number of meetings of the Board

The Board of Directors convened a total of 6 (six) meetings during the financial year under review. Comprehensive information regarding these meetings is available in the Corporate Governance Report, which is an integral part of the Annual Report.

Audit Committee

The Company established the Audit Committee, and comprehensive details regarding the terms of reference, the number and dates of meetings conducted, attendance records, and other relevant information are presented separately in the attached Corporate Governance Report.

It is noteworthy that during the year under review, there were no instances where the Board did not accept the recommendations put forth by the Audit Committee.

Nomination & Remuneration Committee

The Company established a Nomination & Remuneration Committee, and a comprehensive overview of its terms of reference, the number and dates of meetings conducted, attendance records, and other pertinent details are provided separately in the attached Corporate Governance Report, which forms an integral part of this Annual Report.

Stakeholders' Relationship Committee

The Company established a Stakeholders' Relationship Committee, and a comprehensive overview of its terms of reference, the number and dates of meetings conducted, attendance records, and other pertinent details are provided separately in the attached Corporate Governance Report, which forms an integral part of this Annual Report.

Corporate Social Responsibility Committee

The Company does not fall under the criteria as mentioned in section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibilities) Rules, 2014. Therefore, the Company was not required to formulate Corporate Social Responsibility (CSR) Policy and constitute CSR Committee.

Whistleblower/Vigil Mechanism Policy

The Company has in place a whistleblower policy to deal with unethical behavior, victimization, fraud and other grievances or concerns, if any. The aforementioned whistleblower policy can be accessed on the Company's website at http://www.kaushalya.net/VIGIL%20MECHANISM.pdf

Risk Management Policy

The Company has implemented a well-defined Risk Management framework to effectively identify, assess, monitor, and mitigate various risks that could impact its key business objectives. This framework ensures that major risks identified by different business units and functions are systematically addressed through ongoing mitigating actions.

The Risk Management Policy of the Company outlines the process for identifying risks, assessing their potential impact, and establishing procedures to minimize these risks. This policy is regularly reviewed to ensure that the executive management remains in control of the risks in accordance with the established guidelines. By adhering to this policy, the Company aims to proactively manage potential risks and maintain a secure and stable operating environment.

Directors' Appointment and Remuneration Policy

The Company has formulated Policy on Directors' Appointment and Remuneration, which encompasses the criteria for determining qualifications, positive attributes, independence of a Director, and other relevant matters as required under sub-sections (3) and (4) of Section 178, is accessible on the Company's website at the following link: http://www.kaushalya.net/KIDCO_NRP.pdf

Sexual Harassment Policy

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

During the year under review, the Company has not received any complaint under the Policy.

Board Evaluation

Pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an annual evaluation of its own performance, of the individual Directors as well as the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship committees. The manner in which the evaluation has been carried out has been explained in the attached Corporate Governance Report that forms an integral part of this Annual Report.

Particulars of Loans, Investments and Guarantees

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of the Company.

Related Party Transactions

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Policy on Related Party Transactions ("RPTs") which is also available on the Company's website at http://www.kaushalya. net/KIDCORELATED.pdf

All contracts or arrangements entered into by the Company with its related parties during the financial year were in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such contracts or arrangements, which were approved by the Audit Committee, were in the ordinary course of business and on arm's length basis. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not applicable for this year

For detailed insights, kindly refer to Note No. 36 provided in the Standalone Financial Statements and Note No. 40 provided in the Consolidated Financial Statements, which provides a comprehensive breakdown of related party transactions.

Extract of annual return

The details forming part of extract of Annual Return is annexed herewith as "Annexure- II". Further, as per provisions of Section 92(3) of the Companies Act, 2013 (the Act), the Annual Return of the Company in Form MGT-7 is also hosted on the website of the Company. The same can be accessed in web-link i.e., www.kaushalya.net.

Significant and material orders passed by the regulator/court/ tribunals etc.

The Company had filed a petition with the Hon'ble National Company Law Tribunal (NCLT), Kolkata Bench, on September 26, 2022 for consolidation of equity shares of F.V. Rs 10/- each to F.V Rs. 1,000/- each.

Subsequently, on July 26, 2023 an order was issued by the Hon'ble NCLT approving the entire Issued, Subscribed, Paid-up and Authorized Share Capital of the Company by increasing the face value (nominal value) of the equity shares from Rs. 10/- each to Rs. 1,000/- each. The Company had fixed a record date i.e., January 12, 2024 for determining the name of the shareholders who are eligible to receive equity shares of Rs. 1,000/- each and made the allotment of new shares having face value of Rs. 1,000/- each in the ratio of 100:1 and all the fractional entitlements resulting from the consolidation has been aggregated into whole shares and entrusted to a trustee appointed by the Board of Directors and net sale proceeds from sale of such shares will be held by the trustee, who will allocate the proceeds to the company members proportionally based on their fractional entitlements at the earliest but not later than 1 year from the record date i.e. 12.01.2024.

The company had entered into a joint venture for executing a contract for setting up a small hydro power project of 2 megawatts for Uttarakhand Jal Vidyut Nigam Ltd (UJVNL). It was decided that since the company was the lead partner and has 90% share in the contract. A dispute arose in the project and the contract was terminated. Arbitration proceedings against UJVNL for recovery of expenses already incurred by it along with loss of profits due to termination of the contract were initiated. The same were concluded in March, 2022 and award was received in favour of the Joint venture in April, 2022.

However, the said award was challenged and subsequently appealed by the UJVNL before the Additional District Judge (Commercial), Dehradun. The matter is still subjudice and hearings are going on.

In connection with the subjudice matter involving the Enforcement Directorate (ED) under the Prevention of Money Laundering Act, 2002, where the ED attached certain bank accounts belonging to the company, its subsidiary, and associates, along with specific lands owned by associates. The company has filed an appeal before the Appellate Tribunal.

As of 2023-24, the matter remains subjudice with the Appellate Tribunal, and the legal process is ongoing.

Internal Financial Control

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

Corporate Governance

The Company is dedicated to upholding the highest standards of corporate governance and strictly adheres to the corporate governance guidelines specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Report on Corporate Governance, as mandated by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is an essential and integrated part of this Annual Report. By ensuring robust corporate governance practices, the Company aims to maintain transparency, accountability, and the trust of its stakeholders.

Management Discussion and Analysis

The Company aims to keep its stakeholders well-informed and foster transparency in its communication with the investors and shareholders. The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, is presented in a separate section forming part of this Annual Report provides valuable insights into the Company's performance, key financial indicators, business outlook, and significant events that have shaped the Company's operations during the year CEO/CFO Certification

As required by the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Auditors & Auditors' Report

M/s. Barkha & Associates, Chartered Accountants (FRN: 327573E) were appointed as the Statutory Auditors of the Company at the 29th AGM held on September 24, 2021 for a period of five years on such remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable taxes and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

On January 24, 2024, M/s. Barkha & Associates, Chartered Accountants, resigned from the position of Statutory Auditors of the Company due to their pre- occupation with other assignments. The Board of Directors of the Company in their meeting held on January 31, 2024 appointed M/s. KASG & Co., Chartered Accountants, (FRN: 002228C) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Barkha & Associates, Chartered Accountants, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and to be approved by the Board of Directors of the Company, subject to the approval of the shareholders in the General Meeting. Subsequently, the recommendation of the Board for appointment of M/s. KASG & Co., as Statutory Auditors of the Company approved by the shareholders in Extra- ordinary General Meeting held on April 30, 2024, who shall hold office till the conclusion of ensuing Annual General Meeting.

M/s. KASG & Co., Chartered Accountants, (FRN: 002228C), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, is within the limits prescribed under the Companies Act, 2013. The Board recommends the appointment of M/s. KASG & Co., as the Statutory Auditors in casual vacancy caused by the resignation of M/s. Barkha & Associates.

The reports given by M/s. KASG & Co., Chartered Accountants, (FRN: 002228C), the Statutory Auditors, on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 forms an integral part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under section 143(12) of The Companies Act, 2013 and rules made thereunder.

Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Board of Directors had appointed M/s. B. K. Barik & Associates, Company Secretaries as Secretarial Auditors to carry out the Secretarial Audit of the Company for the financial year 2023- 24.

The Report given by them for the said financial year in the prescribed format is annexed to this Report as "Annexure-III". The secretarial audit report does not contain any qualifications, reservation or adverse remarks.

The Company has one material unlisted subsidiary incorporated in India, namely Bengal KDC Housing Development Ltd. The Secretarial Audit Report by M/s. B. K. Barik & Associates, Company Secretaries for the financial year 2023- 24 of Bengal KDC Housing Development Ltd. in the prescribed format is annexed to the Annual Report of Bengal KDC Housing Development Ltd. for the said financial year.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at http://www.kaushalya.net/KIDCO_ASCR_31032023. pdf. The secretarial audit report and Annual Secretarial Compliance Report does not contain any qualifications, reservation or adverse remarks.

Cost Auditors

The cost audit under section 148 of Companies Act, 2013 read with its rule is not applicable for the Company for the financial year ended 31st March, 2024.

Restructuring of Debts

The Company's debts to Indian Overseas Bank (IOB) and State Bank of India (SBI) which were assigned to Alchemist Asset Reconstruction Company Limited - Trust VII (AARC) on March 24, 2017, and December 29, 2017, respectively has been settled. The Company successfully paid all installments for the restructured IOB loan as per the sanctioned letter dated March 29, 2018, and received a No Due Certificate. Additionally, the Company fully paid the settled amount for the SBI debt and received a No Due Certificate dated June 1, 2018.

Compliance with Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Other Information

The Audit Committee of the Company has reviewed the audited financial statements for the year under review at its meeting held on May 30, 2024 and recommended the same for the approval of the Board of Directors.

Annexures forming a part of this Directors Report

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

Annexure Particulars

I Particulars of Remuneration of Employees.

II Extract of Annual Return.

III Secretarial Audit Report.

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

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

Appreciation

The Board of Directors wish to thank the Government of India, the Government of West Bengal, the Financial Institutions, its Bankers, Alchemist Asset Reconstruction Company Limited, Shareholders, Customers, Dealers and other Business Associates for the support received from them during the year. The Directors of the Company place on record their sincere appreciation for all employees of the Company and for their unstinted commitment and continued contribution to the Company.