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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Kaushalya Infrastructure Development Corpn.Ltd.

Mar 31, 2025

The Directors are pleased to present the 33 rd Annual Report together with the Audited Accounts for
the financial year ended March 31, 2025.

Financial Performance

A summary of the financial performance of the company for the year ended March 31, 2025 is
summarized below:

('' In Lakhs)

Particulars	Standalone				Consolidated
Particulars		31.03.25		31.03.24		31.03.25		31.03.24
Contract Revenue & Other Income		32.63		1,664.37		35.59		1,664.78
Profit before Depreciation, Interest & Tax		(69.47)		1,417.15		(97.47)		1,391.48
Less : Depreciation Interest	5.75 69.81	75.56	8.32 61.43	69.75	5.75	5.75	8.32 0.13	8.45
Profit before Tax		(145.03)		1,347.40		(103.22)		1,383.03
Less : Provision for Tax Current Tax Deferred Tax Prior Years Tax	(81.82) 11.47		264.54		11.27 (81.82) 12.38		8.97 (264.54 (0.10)
Total Income Tax for Year		(70.35)		264.54		(58.17)		272.41
Net Profit/(Loss) After Tax		(74.68)		1,082.86		(45.05)		1,110.61
Less : Minority Interest		-		-		18.94		13.60
Add: Share of Profit of Associate		-		-		578.20		399.75
Net Profit After Minority Interest		-		-		514.21		1,496.77
Balance b/f from previous year		(3,591.73)		(4,674.59)		(1,543.80)		(3,040.56)
Balance available for appropriations		(3,666.41)		(3,591.73)		(1,029.59)		(1,543.80)
Transfer to General Reserve						25.00
Balance Carried to Balance Sheet		(3,666.41)		(3,591.73)		(1,054.59)		(1,543.80)

State of Affair & Operations Review

During the year under review on a Standalone basis the Company has registered total income of
Rs. 32.63 Lakhs as against Rs. 1,664.37 Lakhs in the previous year. The Company had recorded
other income of Rs. 1,620.06 lakh in the previous year on account of the write-back of a loan liability,
arising from the settlement of a loan with Indian Overseas Bank.

The Company has successfully made the payments to 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 also 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. (69.47) Lakhs as
compared to Rs. 1,417.25 Lakhs in previous year. The Profit/ (Loss) After Tax for the F.Y. 2024-25 is
Rs. (74.68) Lakhs against previous F.Y Rs. 1,082.86 Lakhs.

On Consolidated basis, during the year under review the Total Income of the Company stood to
Rs. 35.59 Lakhs as against Rs. 1,664.78 Lakhs in the previous year. The Company had recorded
other income of Rs. 1,620.06 lakh in the previous year on account of the write-back of a loan liability,
arising from the settlement of a loan with Indian Overseas Bank. The EBITDA of the Company stood
at Rs. (97.47) Lakhs for the F.Y 2024- 25 as compared to Rs. 1,391.48 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 2025, the Company has the following subsidiaries, step down subsidiary, associates
and joint ventures:

Subsidiaries

Bengal KDC Housing
Development Limited

KDC Nirman
Limited

Kaushalya Energy Private
Limited

(Struck-off w.e.f December 9,
2023)

Associates

Orion Abasaan Private
Limited

Kaushalya Nirman
Private Limited

Kaushalya Township Private
Limited

Joint Venture

KIDCO-NACC Consortium

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 Companyâs website at http://www.kaushalya.
net/MATERIAL%20SUBSIDIARYpdf

The Company has one material Subsidiary namely Bengal KDC Housing Development Ltd as on
31st March, 2025. The material subsidiary, incorporated on June 28, 2006 in Kolkata, West Bengal,
appointed M/s. KASG & Co. Chartered Accountants (FRN : 002227C) as Statutory Auditors by the
Board on August 28, 2024 and by the Shareholders on September 26, 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 Companyâs Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd.
Change in Share Capital

The Companyâs Authorized Share Capital as on 31st March, 2025 is Rs. 35,00,00,000/- (Rupees
Thirty-Five Crores Only) comprising 3,50,000 Equity Shares of Rs. 1,000/- each and Companyâs
Paid-up Share Capital as on 31st March, 2025 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 filed a petition with the Honâble NCLT, Kolkata Bench, on September 26, 2022,
seeking consolidation of equity shares from face value of Rs. 10/- each to Rs. 1,000/- each. The
Honâble NCLT approved the consolidation by its order dated July 26, 2023.

The Company fixed January 12, 2024 as the record date to determine eligible shareholders, and the
allotment of consolidated equity shares (Rs. 1,000/- each) was duly completed on January 13, 2024
to the eligible shareholders.

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, 2025, 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. Divya Baid (DIN-10832614) - Woman Independent Director (from 13.11.2024)

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

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

4. Mrs. Minoti Nath (DIN-07017530) - Woman Independent Director (till 13.11.2024)

During the year, Mrs. Divya Baid was appointed as a Woman Independent Director on the Board with
effect from November 19, 2024, in place of Mrs. Minoti Nath, who ceased to be a Director with effect
from November 13, 2024.

Mr. Sanjay Lal Gupta, Whole-time Director, is liable to retire by rotation and, being eligible, has
offered himself for re-appointment.

Resolutions seeking approval from 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, 2025 and
approval from members has been obtained via Postal Ballot on 4th August, 2025 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 approval from members has also been obtained via Postal Ballot on 4th August, 2025 for reÂ¬
appointment of Mr. Mahesh Mehra as Whole-time Director and his continuation as Whole-time
Director beyond the age of 70 years and re-appointment of Mr. Tarak Nath Mishra and Mr. Sanjay Lal
Gupta as Whole-time Director

The Board is of the opinion that their continued association will be of immense benefit to the Company
and considers it desirable to continue availing their services in their respective roles.

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 the directors have confirmed their adherence to the
Companyâs Code of Business Conduct & Ethics. All the Independent Directors including Mrs. Divya
Baid, were undergone the online proficiency self-assessment test, have successfully cleared the test.

Key Managerial Personnel

In compliance with 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

Directorsâ 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, 2025:

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 âAnnexure-F 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

During the financial year under review, the Board of Directors convened a total of 7 (seven) meetings.
Comprehensive information regarding these meetings is provided 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.

Stakeholdersâ Relationship Committee

The Company established a Stakeholdersâ 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 Companyâs 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.

Directorsâ Appointment and Remuneration Policy

The Company has formulated a Policy on Directorsâ 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 Companyâs 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 âThe Sexual Harassment of Women at Workplace (Prohibition, Prevention and
Redressal) Act, 2013â.

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 Stakeholdersâ 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 (âRPTsâ) which is also available on the Companyâs website at www.kaushalya.net/
Related_Party_Transaction_Policy_May2025.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 armâs
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. 35 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 âAnnexure- IIâ. 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 filed a petition with the Honâble NCLT, Kolkata Bench on September 26, 2022, for
consolidation of equity shares from face value (F.V.) Rs. 10/- each to Rs. 1,000/- each.

The NCLT approved the consolidation on July 26, 2023, thereby increasing the F.V of the entire
Issued, Subscribed, Paid-up, and Authorized Share Capital to Rs. 1,000/- per share. The Company
fixed January 12, 2024, as the record date for identifying eligible shareholders and allotted new shares
in the ratio of 100:1.

Fractional entitlements arose by way of aggregated and entrusted to a trustee for sale, with net
proceeds to be distributed proportionately to eligible shareholders within one year. The payment
of fractional entitlements has been completed on January 10, 2025, via Bank Transfer/ Demand
Drafts. Shareholders who have not yet claimed their entitlements may contact the Company or CB
Management Pvt Ltd, The Registrar and Transfer Agent for further processing.

In relation to the ongoing matter under the Prevention of Money Laundering Act, 2002, during the
F.Y. 2022- 23 the Enforcement Directorate (ED) has attached certain bank accounts of the Company,
its subsidiary, and associates, along with specific land parcels owned by associates. The Company has
filed an appeal before the Appellate Tribunal.

As of FY 2024-25, the matter remains sub-judice and is currently under legal consideration by the
Tribunal.

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 remains committed to the highest standards of corporate governance and complies fully
with 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. Through strong governance
practices, the Company seeks to uphold transparency, accountability, and stakeholder trust.
Management Discussion and Analysis

The Company strives to keep its stakeholders well-informed and ensure transparency in its
communication with investors and shareholders. The Management Discussion and Analysis for the

year under review, as required under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented in a separate section of this Annual Report. It offers valuable insights
into the Companyâs performance, key financial metrics, business outlook, and significant events that
influenced its 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 & Auditorsâ Report

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. Subsequently, the recommendation of the Board for appointment
of M/s. KASG & Co., as Statutory Auditors of the Company approved by the shareholders in ExtraÂ¬
ordinary General Meeting held on April 30, 2024, who hold the office till the conclusion of 32nd
AGM. The Shareholders of the Company in the 32nd AGM appointed M/s. KASG & Co., as Statutory
Auditors for a term of 5 (five) years from the conclusion of 32nd AGM to 37th AGM to be held in
the year 2029.

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, 2025 forms an integral part of this Annual Report and there is no qualification,
reservation, adverse remark 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 2024- 25.

The Report given by them for the said financial year in the prescribed format is annexed to this Report
as âAnnexure-IIIâ. 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 given by M/s. B. K. Barik & Associates,
Company Secretaries for the financial year 2024- 25 for Bengal KDC Housing Development Ltd. in
the prescribed format is annexed as âAnnexure-IVâ.

The secretarial audit report of material subsidiary does not contain any qualifications, reservation or
adverse remarks.

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/Annual_Secretarial_
Compliance_310325.pdf.

The Annual Secretarial Compliance Report also 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, 2025.

Restructuring of Debts

The Companyâs debts pertains 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 restructured and settled. The Company
successfully paid all the 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, 2025 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 of the Company.
IV	Secretarial Audit Report of Bengal KDC Housing Development Ltd, a material subsidiary company.

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 extends its sincere gratitude to the Government of India, the Government
of West Bengal, the Financial Institutions, its Bankers, Shareholders, Customers, Dealers and other
Business Associates for the support received from them during the year. The Board of 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.

For and on behalf of the Board

Mahesh Mehra Sanjay Lal Gupta

Dated: 14th August, 2025 Whole-time Director Whole-time Director &

Registered office: DIN : 00086683 Company Secretary

HB-170, Sector-III, Salt Lake DIN-08850306

Kolkata-700106

CIN-L51216WB1992PLC055629

Mar 31, 2024

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:

('' In Lakhs)

Particulars	Standalone				Consolidated
Particulars		31.03.24		31.03.23		31.03.24		31.03.23
Contract Revenue & Other Income		1,664.37		109.86		1,664.78		112.51
Profit before Depreciation, Interest & Tax		1,417.25		(89.57)		1,391.48		(117.27)
Less : Depreciation	8.32		13.59		8.32		13.59
Interest	61.53	69.85	60.68	74.27	0.13	8.45	0.47	14.06
Profit before Tax		1,347.40		(163.84)		1,383.03		(131.33)
Less : Provision for Tax	-		-		-		-
Current Tax	-		-		8.97		8.65
Deferred Tax	264.54		13.88		264.54		13.87
Prior Years Tax	-		-		(1.10)		(0.18)
Total Income Tax for Year		264.54		13.88		272.41		22.34
Net Profit/(Loss) After Tax		1,082.86		(177.72)		1,110.61		(153.67)
Less : Minority Interest		-		-		13.60		12.12
Add: Share of Profit of Associate		-		-		399.75		1.699.52
Net Profit After Minority Interest		-		-		1,496.77		1,533.73
Balance b/f from previous year		(4,674.59)		(4,496.88)		(3,040.56)		(4,574.30)
Balance available for appropriations		(3,591.73)		(4,674.59)		(1,543.80)		(3,040.56)
APPROPRIATIONS
Transfer to General Reserve		-		-		-		-
Balance Carried to Balance Sheet		(3,591.73)		(4,674.59)		(1,543.80)		(3,040.56)

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

Subsidiary Companies & Associate Companies

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

Subsidiaries

Bengal KDC Housing
Development Limited

KDC Nirman
Limited

Kaushalya Energy Private
Limited

(Struck-off w.e.f December 9,
2023)

Associates

Orion Abasaan Private
Limited

Kaushalya Nirman
Private Limited

Kaushalya Township Private
Limited

Joint Venture

KIDCO-NACC

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

The Companyâs Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd.
Change in Share Capital

The Companyâs 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 Companyâs
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 Honâble 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 Honâble 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
Companyâs Code of Business Conduct & Ethics. The Independent Directors, who were required to
undergo the online proficiency self-assessment test, have successfully cleared the test.

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

Directorsâ Responsibility Statement

I. In the preparation of the annual accounts, the applicable accounting standards had been followed
and there are no material departures;

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

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 âAnnexure-Iâ attached
hereto and forms part of the Annual Report.

Deposits

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

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

Stakeholdersâ Relationship Committee

Corporate Social Responsibility Committee

Whistleblower/Vigil Mechanism Policy

Directorsâ Appointment and Remuneration Policy

The Company has formulated Policy on Directorsâ 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 Companyâs website at the following link: http://www.kaushalya.net/KIDCO_NRP.pdf

Sexual Harassment Policy

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

Board Evaluation

Particulars of Loans, Investments and Guarantees

Related Party Transactions

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

Subsequently, on July 26, 2023 an order was issued by the Honâble 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 Companyâs performance, key financial indicators, business
outlook, and significant events that have shaped the Companyâs operations during the year
CEO/CFO Certification

Auditors & Auditorsâ 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.

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.

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 Companyâs 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

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.

For and on behalf of the Board

Mahesh Mehra Sanjay Lal Gupta

Dated: 28th August, 2024 Whole-time Director Whole-time Director &

Registered office: DIN : 00086683 Company Secretary

HB-170, Sector-III, Salt Lake DIN-08850306

Kolkata-700106

CIN-L51216WB1992PLC055629

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report and the Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE

The Financial performance of your Company, for the year ended March 31, 2015 is summarized below:-

(Rs. In Lacs)

Particulars Standalone 31.03.15 31.03.14

Contract Revenue & Other 694.88 1616.29 Income

Profit before Depreciation, 1.35 (731.8) Interest & Tax

Less : Depreciation 88.72 35.77

Interest 657.50 746.22 634.01 669.78

Profit before Tax (744.87) (1401.58)

Less : Provision for Tax

Current Tax - -

Deferred Tax (17.01) (2.68)

Fringe Benefit Tax - -

Income Tax for Earlier Year (17.01) (2.68)

Net Profit/(Loss) After Tax (727.86) (1398.90)

Less : Minority Interest - -

Add: Share of Profit of - - Associate

Net Profit After Minority - - Interest

Balance b/f from previous 493.52 1892.41 year

Balance available for 493.52 1892.41 appropriations

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance (234.34) 493.52 Sheet

Particulars Consolidated

31.03.15 31.03.14

Contract Revenue & Other 700.14 1623.85 Income

Profit before Depreciation, 4.24 (726.13) Interest & Tax

Less : Depreciation 91.11 749.98 37.20

Interest 658.87 635.95 673.15

Profit before Tax (745.74) (1399.29)

Less : Provision for Tax

Current Tax - -

Deferred Tax (17.01) (2.68)

Fringe Benefit Tax - -

Income Tax for Earlier Year (17.01) (2.34)

Net Profit/(Loss) After Tax (728.73) (1396.60)

Less : Minority Interest 0.07 0.66

Add: Share of Profit of 0.03 Associate

Net Profit After Minority (728.78) (1397.27) Interest

Balance b/f from previous 475.27 1872.54 year

Balance available for 475.27 1872.54 appropriations

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance (253.50) 475.27 Sheet

STATE OF AFFAIR & OPERATIONS REVIEW

During the year under review on a Standalone basis your Company has registered total income from operation of Rs. 694.88 Lacs as against Rs. 1616.29 Lacs in the previous year. Reduction in top line was due to delay in decisions from various clients for tenders submitted by Company and lower success rates in bids for infrastructure projects made in a significantly reduction in overall realization of Company. The profit before Depreciation, interest and tax for the year stood to Rs. 1.35 Lacs as compared to Rs. (731.80) Lacs in previous year. The PAT was Rs. (727.86) Lacs against the financial year PAT Rs. (1398.90). The loss figure occurred during current period is mainly due to write off various debtors and depreciation figure as the company has reassessed the useful life of all the tangible fixed assets based on useful life as provided in the schedule II of Companies Act, 2013. Depreciation has been provided considering the remaining useful life of the assets and necessary effect has been given in the accounts.

On Consolidated basis, during the year under review the Total Income of your company stood to Rs. 700.14 Lacs as against Rs. 1623.85 Lacs in the previous year. The EBIDT is Rs. 4.24 Lacs from Rs. (726.13) Lacs in the previous year.

DIVIDEND

Your Directors do not recommend payment of dividend for the year under review on equity shares in view of the loss incurred.

CHANGE IN NATURE OF BUSINESS, IF ANY

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 material changes and commitments, 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.

SUBSIDIARY COMPANIES & ASSOCIATE COMPANIES

As on 31st March 2015, the Company's subsidiaries, step down subsidiaries, associates and joint venture are as follows:

Its subsidiaries/step-subsidiaries

1. Bengal KDC Housing Dev. Ltd

2. Bengal Kaushalya Nirman Ltd

3. Kaushalya Township Pvt Ltd (Step down Subsidiary)

4. Kaushalya Energy Pvt Ltd

5. Azur Solar KDC Pvt Ltd (Step down Subsidiary)

Its associate

1. Orion Abasaan Pvt Ltd

2. Kaushalya Nirman Pvt Ltd

Its joint venture

1. Kidco-Nacc

During the year KaushalyaNirman Private Ltd, Orion Abasaan Private Ltd and Kaushalya Township Private Ltd had approached to your Company for consent to raise Equity Capital from investor to further their projects which may result in your Company shareholding to become less than 50%. After due consideration and to unlock value in the projects of the Subsidiaries (not following within the definition of material subsidiary as per clause 49(III) (V) of Listing Agreement) and enable them to raise funds the Board of Directors of your Company gave their due consent. Your Company shareholdings as on 31st March, 2015 in above said Companies (previous year subsidiary Companies) after their private placement and preferential issue are as follows :-

However Bengal KDC Housing Development Ltd holds 34,000(5.22%) in Kaushalya Township Private Ltd, hence Kaushalya Township Private Ltd is step down subsidiary of your Company.

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. The said Policy has been posted on the Company's website at the weblink: http://www.kaushalya.net/KIDCOMATERIAL.pdf

A statement containing the salient features of the financial statements of each of the subsidiaries & associates in the prescribed format AOC-1 is appended as "Annexure - 1" to this Report. The statement also provides details of performance and financial positions of the subsidiaries, associates and joint venture

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 subsidiary and associate companies, 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 www.kaushalya.net and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders on request.

LISTING OF EQUITY SHARES

Your Company's Equity Shares are listed on the BSE Ltd and National Stock Exchange of India Ltd. The Company paid the annual listing fees to each of these stock exchanges.

CHANGE IN SHARE CAPITAL

During the year under review, your Company's Authorised Share Capital has remain unchanged at Rs. 35,00,00,000 (Rupees Thirty Five Crore) comprising 3,50,00,000 Equity Shares of Rs. 10/- each.

During the year under review, your Company's paid up equity share capital remain unchanged changed Rs. 34,63,06,300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand) comprising of 3,46,30,630 Equity Shares of Rs. 10/- each.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND.

During the year your Company has transferred amount of Rs. 163,680/- Share Application Money due for refund to Investor Education and Protection fund as per provision of section 125 of Companies Act, 1956. There has been no delay in transferring amounts to Investor Education and Protection fund by the Company.

EMPLOYEE STOCK OPTION SCHEME

Your Company has not come out with Employee Stock Option Scheme during the year.

DIRECTOR

Mr. Ramesh Kumar Mehra (DIN: 00086598), Director retire by rotation at the forthcoming Annual General Meeting of the Company and not to fill the vacancy. He does not seek re-appointment and therefore not re- appoint him as a Director of a Company.

Mrs. Minoti Nath (DIN: 07017530) was appointed as Additional Director of the Company in the category of Independent Director by the Board in its meeting held on 13th November, 2014. She shall hold office up to the date of ensuing Annual General Meeting of the Company and will be eligible for reappointment as Independent Director. The Company has received a notice from a member pursuant to Section 160 of the Companies Act, 2013 stating intent to propose him for the office of Independent Director under Section 149 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

During the year Mr. Sakti Pada Banerjee resigned and ceased to be an Independent Director of the Company w.e.f. 25th June, 2014 due to health constraints.

The Board has placed on record its appreciation for the outstanding contributions made by Mr. Sakti Pada Benrjee during his respective tenures as director of the Company.

Resolutions seeking approval of the members have been incorporated in the notice of the forthcoming Annual General Meeting. Brief resume/details relating to Directors who are to be appointed/re-appointed are furnished in the Explanatory Statement to the Notice of the ensuing Annual General Meeting as required under the Code of Corporate Governance.

The members in the last AGM approved reappointment of Mr. Prashant Mehra as Managing Director. The members also approved appointment of Mr. Rajesh Kumar Agarwal and Mr. Parag Keshar Bhattacherjee as Independent Directors.

KEY MANAGERIAL PERSONNEL

In compliance of the provisions of Section 203 of the Companies Act, 2013 the following persons were the key managerial personnel of the Company:

(a) Mr. Prashant Mehra, Managing Director & Chief Executive Officer

(b) Mr. T.N Mishra, Chief Financial Officer

(c) Mr. Tarkeshwar Singh, Company Secretary.

LOAN/ADVANCES

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of your company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors of your Company acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the Listing Agreement with the Stock Exchanges in the preparation of the annual accounts for the year ended 31st March, 2015 and state that :

I. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; if any

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 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 have 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. There is a proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

The particulars 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 attached hereto and forms part of this report as 'Annexure II'.

FIXED DEPOSITS

The Company has not accepted any deposit from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the financial year, the details are given in the Corporate Governance Report that forms part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted by the Company and the details of terms of reference of the Audit Committee, number and dates of meeting held, attendance, among others are given separately in the attached Corporate Governance Report. During the year there were no instances of the Board had not accepting the recommendations of the Audit Committee.

WHISTLEBLOWER 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: http://www.kaushalya.net/KDCVIGIL.pdf.

RISK MANAGEMENT POLICY

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy provides for identification of risk, its assessment and procedures to minimize risk. The policy is periodically reviewed to ensure that the executive management controls the risk as per decided policy.

NOMINATION & REMUNERATION COMMITTEE

A Nomination & Remuneration Committee was constituted by the Company and the details of terms of reference, number and dates of meeting held, attendance, among others are given separately in the Corporate Governance Report forming part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders' Relationship Committee has been furnished in the Corporate Governance Report forming part of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-Section (3) and (4) of Section 178, is attached as 'Annexure-III' to this Report. The remuneration policy is stated in the Corporate Governance Report of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 integral part of this Annual Report.

INTER-CORPORATE LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186 of the Companies Act, 2013 in relation to loans or guarantee are not applicable to the Company, being an infrastructure company as defined under Schedule VI to the Act. 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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large. All related party transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis. The policy on related party transactions as approved by the Board is uploaded on the Company's website http://www. kaushalya.net/KIDCORELATED.pdf.

The details of transactions entered into with related parties are attached as 'Annexure IV' in form AOC-2 that form an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of annual return as per Form MGT- 9 is annexed herewith as 'Annexure - V'.

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 committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements as set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company has appointed M/S. Rinku Gupta & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached as Annexure 'VI' and forms a part of the reports of the Directors. The observation made by the secretarial auditors in their report are self-explanatory and therefore do not call for any further explanations/comments.

AUDITORS & AUDITOR'S REPORT

At the Annual General Meeting held in the year 2014, M/s Sumanta & Co., Chartered Accountants, (ICAI Firm Registration No. 322554E) Statutory Auditors of the Company were re-appointed by the shareholders to hold office as Statutory Auditors from the conclusion of Annual General Meeting held in the year 2014 till the conclusion of Twenty Fifth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

Under Section 139 of the Companies Act, 2013, the Company is required to place the matter relating to Statutory Auditor's appointment for ratification by members at every Annual General Meeting.

The Company has received a letter from the Statutory Auditors confirming that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013 and meet the criteria for appointment specified in Section 141 of the Companies Act, 2013.

Based on the recommendations by the Audit Committee, the Board of Directors of the Company recommends the ratification of appointment of M/s Sumanta& Co., Chartered Accountants, (ICAI Firm Registration No. 322554E) as Statutory Auditors of the Company by the shareholders at the ensuing Annual General Meeting.

The observations of the Auditors in their report, read together with the notes on Accounts, are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

COST AUDITORS

The cost audit u/s 148 of Companies Act, 2013 read with its rule is not applicable for your Company for the financial year ended 31st March, 2015.

CSR COMMITTEE

Pursuant to provisions of section 135(1) of Companies Act, 2013 formation of such committee is not applicable to your Company.

RESTRUCTURING OF DEBTS

The bankers of the company have intimated that the second restructuring process for the loan accounts, meanwhile classified as non-performing, has taken considerable time. The same is under process at their end and the company is following up with the Bankers to expedite the process of second restructuring of its accounts.

OTHER INFORMATION

The Audit Committee of your company has reviewed the audited financial statements for the year under review at its meeting held on May 30, 2015 and recommended the same for the approval of the Board of Directors.

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".

Up till date, the Company has not received any complaint under the Policy.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations

ANNEXURES FORMING A PART OF THIS REPORT OF THE DIRECTORS

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 Details of Subsidiary, Associate and Joint Venture AOC-1.

II Particulars of Employees.

III Policy on selection of directors.

IV Details of RTP in AOC-2.

V Extracts of the Annual Return as per Form MGT-9.

VI Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

APPRECIATION

Your Board of Directors wish to thank the Central Government, the Government of West Bengal, the financial institutions, its Bankers, shareholders, customers, dealers and other business associates for the support received from them during the year. Your Directors place on record their sincere appreciation for all employees of the Company and for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Kolkata Ramesh Kumar Mehra 13th August, 2015 DIN: 00086598 Chairman Registered office:

HB-170, Sector-III Salt Lake-Kolkata-700106 CIN-L51216WB1992PLC055629

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the 22nd Annual Report and the Audited Accounts for the financial year ended March 31, 2014. FINANCIAL PERFORMANCE

The Financial performance of your Company, for the year ended March 31, 2014 is summarized below :- (Rs. in Lacs)

Standalone 31.03.14 31.03.13

Contract Revenue & Other Income 1556.99 2640.73

Profit before Depreciation, Interest (731.80) 526.07 & Tax

Less : Depreciation 35.77 39.42

Interest 634.01 669.78 687.50 726.92

Profit before Tax (1401.58) (200.85)

Less : Provision for Tax

Current Tax - -

Deferred Tax (2.68) 2.34

Fringe Benefit Tax - -

Income Tax for Earlier Year (2.68) 2.34

Net Profit/(Loss) After Tax (1398.90) (203.19)

Less : Minority Interest N.A N.A

Net Profit After Minority Interest N.A N.A

Balance b/f from previous year 1892.41 2095.60

Balance available for appropriations 1892.41 1892.41

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance Sheet 493.52 1892.41

Consolidated 31.03.14 31.03.13

Contract Revenue & Other Income 1564.55 2647.29

Profit before Depreciation, Interest & Tax (726.14) 530.67

Less : Depreciation 37.20 40.39

Interest 635.95 673.15 688.96 729.35

Profit before Tax 1399.29 (198.68)

Less : Provision for Tax

Current Tax -

Deferred Tax (2.68) 2.34

Fringe Benefit Tax - -

Income Tax for Earlier Year (2.68) 2.34

Net Profit/(Loss) After Tax (1396.61) (201.02)

Less : Minority Interest 0 .66 (0.02)

Net Profit After Minority Interest (1397.27) (201.00)

Balance b/f from previous year 1872.54 2073.54

Balance available for appropriations 475.27 1872.54

APPROPRIATIONS

Transfer to General Reserve - -

Balance Carried to Balance Sheet 475.27 1872.54

OPERATIONS REVIEW

During the year under review on a Standalone basis your Company has achieved total income from operation of Rs.1,556.99 Lacs as against Rs.2,640.73 Lacs in the previous year. Reduction in top line was due to lower project pipeline during the year coupled with delays in hand over of land in projects on hand. The Loss before depreciation, interest and tax for the year stood to Rs. (731.80) Lacs as compared to Rs.530.67 Lacs in previous year. The net loss after tax was Rs. (1,398.90) Lacs. Decline in sales couled with writeoff of unrecoverable debtors and lower success rates in bids for infrastructure projects resulted in a significantly reduction in PBDIT.

On Consolidated basis, during the year under review the Total Income of your company stood to Rs.1564.55 Lacs as against Rs.2,647.29 Lacs in the previous year. The loss before tax is Rs.(726.13) Lacs as compared to profit of Rs.530.67 Lacs in the previous year.

DIVIDEND

The Directors of your company have not recommended any dividend on the Equity Shares for the year under review. CHANGE IN SHARE CAPITAL

During the year under review, your Company''s Authorised

Share Capital has remain unchanged at Rs.35,00,00,000 (Rupees Thirty Five Crore) comprising 35,000,000 Equity Shares of Rs.10/- each.

During the year under review, your Company''s paid-up share capital changed from Rs. 19,60,56,300 (Rupees Nineteen Crores Sixty Lacs Fifty Six Thousand Three Hundred) comprising 1,96,05,630 equity shares of Rs.10/- each to Rs.34,63,06,300 (Rupees Thirty Four Crores Sixty Three Lacs Six Thousand Three Hundred) comprising of 3,46,30,630 equity shares of Rs.10/- each upon conversion of warrants into equity shares. PUBLIC DEPOSIT AND LOAN/ADVANCES Your Company has not accepted any deposits from the public, or its employees during the year under review.

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to subsidiaries have been disclosed in the Annual Accounts of your company.

SUBSIDIARY COMPANIES

As on 31st March 2014, the Company''s subsidiaries and step down subsidiaries are as follows:

1. Bengal KDC Housing Dev. Ltd

2. Bengal Kaushalya Nirman Ltd

3. Kaushalya Township Pvt Ltd

4. Kaushalya Nirman Pvt Ltd

5. Kaushalya Energy Pvt Ltd

6. Orion Abasaan Pvt Ltd

7. Azur Solar KDC Pvt Ltd (Step down Subsidiary) CONSOLIDATED FINANCIAL STATEMENTS

As stipulated in Clause 41 of the Listing Agreement entered into with the stock exchanges, your Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards AS-21 and AS-23 issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiaries will be made available to the shareholders of the Company upon receipt of written requests from them. The Annual Reports for the financial year 2013-14 of the aforesaid subsidiary companies will also be kept open for inspection by the shareholders at the Registered Office of your Company and of the subsidiaries concerned between 12.00 p.m. to 2.30 p.m. on any working day.

In compliance with the requirements of the MCA Circular, a Statement showing relevant details for the year ended March 31, 2014 of the subsidiaries have been included in the Consolidated Financial Statements of the Company which forms part of this Annual Report. A statement pursuant to Section 212(3) of the Companies Act, 1956 regarding extent of interest of the holding company in its subsidiaries, is attached herewith as Annexure A to this Report.

Your company will make available documents/details of the subsidiary Company upon request by any member or investor of your company/subsidiary Company. The Annual accounts of the subsidiary Company will be kept open for inspection by any investor at the corporate office of your company and also that of the subsidiary Company.

LISTING OF EQUITY SHARES

Your Company''s equity shares are listed on the Bombay and National Stock Exchanges. Your Company paid the annual listing fees to each stock exchange.

DIRECTORS

Mr. Sakti Pada Banerjee has resigned as a Director of your company w.e.f. June 25, 2014. The Board places on record their appreciation for the valuable guidance and services rendered by Director of your company.

Mr. Parag Keshar Bhattacharjee(holding DIN-00081899) and Mr. Rajesh Kumar Agarwal (holding DIN-00431195) are the Independent Directors, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Parag Keshar Bhattacharjee and Mr. Rajesh Kumar Agarwal are being eligible and offer themselves for appointment as Independent Directors for five consecutive years for a term upto 31st March 2019.

Appropriate resolutions seeking your approval for the same

has already been included in the Notice of the Annual general Meeting. In the opinion of the Board, Mr. Parag keshar Bhattarcharjee and Mr. Rajesh Kumar Agarwal fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as an Independent Director(s) of the Company and are independent of the management.

Your company received declarations from all the Independent Directors of your company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Mr. Prashant Mehra (holding DIN-00086725) Managing Director of Company who was appointed for term of office upto 30th September, 2014. The Board of Directors in its meeting held on 29th August, 2014 re-appoint him on terms and conditions as specified in Explanatory statement in Item No. 6 whose office liable to retire by rotation for further term of 3 years (three years) from 1st October, 2014 to 30th September, 2017 subject to shareholders'' approval in 22nd Annual General Meeting and Central Government Approval if any required.

Appropriate resolutions seeking your approval for the same has already been included in the Notice of the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956 your Directors confirm that:

I. In preparation of the annual accounts, the applicable accounting standards have been followed.

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 your Company at the end of the financial year, and of the profit of your Company for that year.

III. The Directors have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, and

IV. The Directors have prepared the annual accounts on a ''going concern'' basis.

AUDITORS & AUDITOR''S REPORT

M/s.Sumanta & Co., (Firm registration No. 322554E), Chartered Accountants, Statutory Auditors of the Company will retire at ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment. The Directors recommend their re-appointment from the conslusion of forthcoming Annual General Meeting till the conclusion of 25th Annual General Meeting. The notes on accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation/comments. RESTRUCTURING OF DEBTS

Your company had applied for restructuring of its existing debt via Non CDR approach to its Bankers in the previous year which was approved by the bankers. Your company is following the terms and Conditions as specified by Bankers for restructuring of existing debt of your company.

OTHER INFORMATION

The Audit Committee of your company has reviewed the audited financial statements for the year under review at its meettng held on May 30, 2014 and recommended the same for the approval of the Board of Directors.

PARTICULARS OF EMPLOYEES

The parttculars required under Sectton 217(2A) of the Companies Act, 1956, read with the Companies (Parttculars of Employees) Rules, 1975 are not applicable to your company. CORPORATE GOVERNANCE

As per clause 49 of the equity Listtng Agreement with Stock Exchange(s), a separate sectton on Corporate Governance practtces followed by your company together with a Certtficate from your company''s Auditors confirming compliance forms part of this Report.

CODE OF CONDUCT

The Code of Conduct for the Directors and Senior Management Personnel has been made applicable to all the Directors whether executtve or non-executtve including all Senior Management Personnel of your company. The Board Members and Senior Management Personnel of your company have affirmed their compliance with the Code of Conduct during the year and no violatton of the same was reported. The Code of Conduct is also posted on your company''s website: www.kaushalya.net.

VIGIL MECHANISM / WHISTLE BLOWER POLICY OF YOUR COMPANY

Pursuant to the SEBI''s Circular dated April 17, 2014, all listed companies shall establish a Vigil Mechanism/Whistle Blower Policy w.e.f. October 1, 2014. Hence, in Compliance with the provisions of Sectton 177 of the Companies Act, 2013 and revised Clause 49 of the Listtng Agreement with the Stock Exchange(s), the Board of Directors of your company at its meettng held on August 13, 2014, has approved and adopted Vigil Mechanism/Whistle Blower Policy for employees to

report to the management instances of unethical behaviour, actual or suspected, fraud or violatton of your company''s code of conduct. The Whistle Blower policy encourages Directors and employees to bring to your company''s attentton, instances of unethical behaviour, actual or suspected incidents of fraud or violatton of your company''s Code of Conduct that could adversely impact your company''s operattons, business performance and / or reputatton. Your company investtgates such incidents, when reported, in an imparttal manner and takes appropriate actton to ensure that the requisite standards of professional and ethical conduct are always upheld. It is your company''s policy to ensure that no employee is victtmised or harassed for bringing such incidents to the attentton of your company. The practtce of the Whistle Blower policy is overseen by the Audit Committee of the Board.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Presently, your company is not engaged in any acttvity relattng to conservatton of energy or technology absorptton. During the year under review, your company has no foreign exchange earnings and outgoes.

APPRECIATION

Your Board of Directors wish to place on record their sincere appreciatton for the valuable and conttnued support received from the Shareholders, Company''s Bankers, Central and State Government Authorittes, Clients, Consultants, Suppliers, Stock Exchange(s) and all other Business Associates for the growth of the organizatton. The Board of Directors also wish to place on record its deep appreciatton for the services of the devoted executtves, staff members and workers whose hard work, solidarity, cooperatton and support contributed to its efficient and successful management and in arriving at this years'' results.

For and on behalf of the Board Place : Kolkata Ramesh Kumar Mehra Date : 29th August, 2014 Chairman

Mar 31, 2012

The Directors are pleased to present the 20th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

The Financial performance of the Company, for the year ended March 31, 2012 is summarized below :

(Rs.in Lacs)

STANDALONE

31.03.12 31.03.11 Contract Revenues Other Income 10407.94 9255.07

Profit before Depreciation, Interests Tax 1187.85 1000.39

Less: Depreciation 41.34 45.21

Interest 684.75 726.09 462.85 508.06

Profit before Tax 461.76 492.33

Less: Provision for Tax

Current Tax 116.68 128.30

Deferred Tax 33.05 33.78

Fringe Benefit Tax - -

Income Tax for Earlier Year - 149.73 43.93 206.01

Net Profit After Tax 312.03 286.32

Less: Minority Interest N.A N.A

Net Profit After Minority Interest N.A N.A

Balance b/ffrom previous year 1783.57 1497.25

Balance available for appropriation 2095.60 1783.57

APPROPRIATIONS

Transfer to General Reserve 0.00 0.00

Balance Carried to Balance Sheet 2095.60 1783.57

CONSOLIDATED 31.03.12 31.03.77

Contract Revenue & Other Income 10407.94 9255.07

Profit before Depreciation, Interest & Tax 1183.00 995.45

Less: Depreciation 42.54 47.60

Interest 685.51 728.05 462.85 510.45

Profit before Tax 454.95 485.00

Less: Provision for Tax 114.86 128.30

Current Tax 33.05 33.78

Fringe Benefit Tax - -

Income Tax for Earlier Year - 147.91 43.93 206.01

Net Profit After Tax 307.04 278.99

Less: Minority Interest (1.29) (2.12)

Net Profit After Minority Interest 308.33 281.11

Balance B/f from Previous Year 1765.21 1484.10

Balance available for appropriations 2073.54 1765.21

APPROPRIATIONS

Transfer to General Reserve 0.00 0.00

Balance Carried to Balance Sheet 2073.54 1765.21

OPERATIONS REVIEW

During the year under review on a Stand alone basis your Company has achieved total income from operation of Rs. 10407.94 Lacs as against Rs. 9255.07 Lacs in the previous year. The profit before depreciation, interest and tax for the year stood to Rs. 1187.85 Lacs as compared to Rs. 1000.39 Lacs in previous year registering a growth of 18.74%.

On Consolidated basis, during the year under review the Total Income of the Company stood to Rs. 10407.94 Lacs as against Rs. 9255.07 Lacs in the previous year. The profit before tax increased to Rs. 1183.00 Lacs from Rs. 995.45 Lacs registering a growth of 18.84%.

DIVIDEND

The Directors of your Company do not recommend any dividend on the Equity Shares for the year under review.

PUBLIC DEPOSIT

During the year under review, your Company has not accepted any deposits from the public.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated in Clause 41 of the Listing Agreement entered into with the stock exchanges, your Company has prepared Consolidated Financial Statements in accordance with the relevant Accounting Standards (AS-21) issued by the Institute of Chartered Accountants of India (ICAI). The Audited Consolidated Financial Statements along with the Auditors Report thereon form part of the Annual Report.

The Ministry of Company Affairs has granted a general exemption to Companies, by General Circular No-2011 dated 08.02.2011 under section 212(8) of the Companies Act, 1956, from attaching individual accounts of the subsidiaries with their annual report.

Accordingly the Board of Directors of the Company has, by resolution, given consent for not attaching the accounts of its subsidiary in the annual report of the Company for the financial year ended 31st March, 2012. The financial data of the subsidiary forms part of the Annual Report.

The Company will make available documents/details of the subsidiary Company upon request by any member or investor of the Company/subsidiary Company. The Annual accounts of the subsidiary Company will be kept open for inspection by any investor at the corporate office of the Company and also that of the subsidiary Company.

DIRECTORS

Mr. Shankar Saraf and Mr. Rajesh Kumar Agarwal retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Pradip Agarwal has resigned from the Directorship of the Company with effect from 23rd January, 2012. Your Board of directors recorded its appreciation for the valuable services rendered by Mr. Pradip Agarwal to the Company.

Mr. Sidh Nath Mehra, Whole-time Director of Company ceased to be the Director of Company due to sad demise on 1st July, 2012. The Board of Directors, Management and staff of the Company express their heartfelt condolence for the sad demise and the Directors of your Company recorded their appreciation for the valuable contribution made by him to the Company during his tenure as a Whole-time Director of Company.

Based on the recommendation of the Remuneration Committee and subject to the approval of the members in the ensuing Annual General Meeting, Mr. Mahesh Mehra, Non Executive Director of Company has been appointed as a Whole-time Director of Company for a period of 5 (five) years w.e.f 4th September, 2012.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 274(1) (g) of the Companies Act, 1956. As required under Clause 49 of the Listing Agreement the additional information on the Directors seeking appointment/re-appointment is annexed to the notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

i. in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departure have been made from the same;

ii. the directors have selected such accounting policies and applied them consistently and made judgment 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 31st March, 2012 and of the profit of the Company for the financial year ended on that date;

iii. the directors have taken proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a''going concern''basis.

AUDITORS & AUDITOR''S REPORT

The Auditor M/s. Sumanta & Co., Chartered Accountants, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that if reappointed, their appointment will be within the limits under section 224(1B) of the Companies Act, 1956 .

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes to accounts referred to in the Auditors'' Report are self- explanatory, and therefore, do not call for any further comments/explanation.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits specified under the provision of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Corporate Governance along with the certificate from the Auditor of the Company and the Management Discussion & Analysis forms part of this Annual 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. During the year under review, the Company has no foreign exchange earnings and outgoes.

ACKNOWLEDGEMENT

Your Directors would like to record its appreciation for the cooperation and support received from Government Agencies, Central Government and State Government, Banks, Shareholders, Employees, and all who have directly or indirectly contributed in success of your Company.

For and on behalf of the Board

Place :Kolkata Ramesh Kumar Mehra

Date: November 14, 2012 Chairman

Mar 31, 2010

The Directors are pleased to present the 18th Annual Report and the audited accounts for the financial year ended March 31, 2010.

FINANCIAL PERFORMANCE (Rs. in Lacs)

STANDALONE CONSOLIDATED

31.03.10 31.03.09 31.03.10 31.03.09

Contract

Revenue &

Other

Income 8336.04 8381.83 8336.04 8383.46

Profit

before

Depreciation,

Interest

& Tax 770.06 668.22 763.83 659.89

Less :

Depreci

ation 46.36 44.06 46.36 44.06

Interest 292.43 338.79 286.98 331.04 292.43 338.79 286.98 331.04

Profit

Before

Tax 431.27 337.18 425.04 328.85

Less :

Provision

for Tax

- Current

Tax 107.85 54.09 107.85 54.09

-

Deferred

Tax 34.20 (80.38) 34.20 (80.38)

- Fringe

Benefit

Tax - - 1.44 - 1.44

- Income

Tax for

Earlier

Year - 142.05 - (24.85) - 142.05 0.37 (24.48)

Net

Profit

After

Tax 289.22 362.02 282.99 353.33

Less

: Minority

Interest N.A N.A (0.98) (2.57)

Net

Profit

After

Minority

Interest N.A N.A 283.97 355.90

Balance

b/f from

previous

year 1208.03 846.01 1200.13 844.23

Balance

available

for

appropriations 1497.25 1208.03 1484.10 1200.13

APPROPRIATIONS

Transfer to

General

Reserve 0.00 0.00 0.00 0.00

Balance

Carried

to

Balance

Sheet 1497.25 1208.03 1484.10 1200.13

OPERATIONS REVIEW

On a stand alone basis your Company has earned a total income of Rs. 8336.04 Lacs in the current financial year as against Rs. 8381.83 Lacs in the previous year. Your Company has earned a Profit Before Tax of Rs. 431.27 Lacs as against Rs. 337.18 Lacs incurred in the previous year registering a growth of 27.9%.

On Consolidated basis, during the financial year under review the Total Income of the Company is Rs. 8336.04 Lacs as against Rs. 8383.46 Lacs in the previous year. The Profit Before Tax increased to Rs. 425.04 Lacs from Rs. 328.85 Lacs registering a growth of 29.25%.

DIVIDEND

Your Company is in process of implementing several new projects either directly/or through its subsidiaries and also actively scanning the horizon for emerging opportunities. In order to conserve the funds to meet the investment requirements for such new business opportunities, which will enhance the shareholdersÃ value in the long term, the Board of Directors does not recommend any dividend for the financial year 2009-10.

IPO PROCEEDS

During the year under review the Company has fully utilized Rs. 5700 Lacs raised through IPO.

PUBLIC DEPOSIT

The Company did not invite/accept any deposits from the public during the year and as such there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARIES

The Company as of March 31, 2010 had six subsidiaries viz. Bengal KDC Housing Development Limited, Bengal Kaushalya Nirman Limited, Kaushalya Nirman Private Limited, Kaushalya Township Private Limited, Orion Abasaan Private Limited, and Kaushalya Energy Private Limited. Further, in terms of Section 4(1) (c) of the Companies Act, 1956, Kaushalya Solar Power Private Limited, a wholly owned subsidiary of Kaushalya Energy Private Limited incorporated on May 19, 2010 is also a subsidiary of the Company.

In terms of approval granted by the Central Government vide its letter(s) no. 47/598/2010-CL-III dated June 18, 2010 under Section 212(8) of the Companies Act, 1956, Annual Accounts, Directors and AuditorsÃ Report and other related documents of the subsisting subsidiaries have not been attached with the balance sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same and will also be kept for inspection in the registered office of your Company and the registered office of the subsidiaries concerned. The details on the accounts of the subsidiaries will be put on the Companys website viz. www.kaushalyainfrastructure.com. As directed by the Central Government, the financial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report. Further, pursuant to Accounting Standard (AS) -21 prescribed under the Companies (Accounting Standard) Rules, 2006, Consolidated Financial Statements presented by the Company include financial information about its subsidiaries.

DIRECTORS

Tenure of Mr. Prashant Mehra as Managing Director of the Company expired on April 17, 2010. Keeping in view of his extraneous efforts, the Board has re-appointed Mr. Prashant Mehra as Managing Director of the Company subject to the approval of shareholders at the ensuing Annual General Meeting for a further period from April 18, 2010 to September 30, 2014.

Mr. Pradip Kumar Agarwal was appointed as an Additional Director of the Company on May 13, 2010. Mr. Agarwal is an Independent Director. In terms of section 260 of the Companies Act 1956, he shall hold office up to the date of ensuing Annual General Meeting. A notice has been received from a member of the Company under Section 257 of the Companies Act, 1956, proposing his appointment as Director.

Mr. Ramesh Kumar Mehra and Mr. Rajesh Kumar Agarwal retire by rotation and being eligible offer themselves for reappointment at the ensuing Annual General Meeting.

The Board of Directors recommends their respective appointment(s)/re-appointment(s).

The brief resume and other details relating to directors, who are to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement are furnished in the Annexure to the Notice.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to DirectorsÃ Responsibility Statement, it is hereby confirmed that:

a) in the preparation of annual accounts for the financial year ended March 31, 2010, the applicable accounting standards were followed and that no material departures were made from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgment and estimate 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 profit & loss of the Company for the period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2010 on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s Sumanta & Co., Chartered Accountants, the Statutory Auditors of the Company holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the year 2010-11 and authorize the Board of Directors to fix their remuneration. The auditors have, under Section 224(1B) and Section 226 of the Companies Act, 1956, furnished certificates of their eligibility for their appointment.

There are no qualifications in the AuditorsÃ Report calling for comments by the Board of Directors under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of your Company was in receipt of remuneration in excess of the limits specified under the provision of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975; hence no such particulars are annexed.

CORPORATE GOVERNANCE

Your Company believes in adhering to the highest standards of Corporate Governance and has been benchmarking its policies with the best corporate practices. A separate detailed report on corporate governance along with the AuditorsÃ Certificate for its due compliance are annexed hereto and form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report forming part of the DirectorsÃ Report as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as per Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are as under :

A. Conservation of Energy

Though the Companys core activities are not energy intensive, substantial efforts were made towards energy conservation in all operational activities. Suitable measures have been taken to maximize savings in electricity, fuel and power consumption by the judicious use of equipments, machineries etc. used in the construction.

Total energy consumption and energy consumption per unit as per form - A of Annexure to the rules of Industries specified in the schedule thereto :

Not Applicable

B. Technology Absorption

As the Companys main business is civil contract works, the Company has not undertaken any research & development activity. The technology adopted and applied is the latest technology available in the Industry enabling your company to timely complete the challenging tasks successfully. Many innovative techniques developed and put to effective use to achieve cost efficiency in the construction activity and to be more and more competitive in the prevailing environment. Though it is not possible to quantify the impact, the measures are expected to result in considerable savings.

C. Foreign Exchange Earnings & Outgo

(Rs.)

Earned Nil

Outgo (Last Yr. Rs. 1, 47,677/-) Nil

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation to the Banks and Financial Institutions, Central and State Governments authorities, clients, consultants, suppliers and the investors at large for their continued co-operation and support and look forward for the same support in the coming years.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by employees at all levels for their contribution to the success achieved by the Company.

For and on behalf of the Board

Place : Kolkata Ramesh Kumar Mehra

Date : August 27, 2010 Chairman

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