Some believe in the power of numbers. Some believe in the power of technology. Webelieve in the power of people.
- by the Board of Directors
The Board of Directors (Board") hereby submits the report of thebusiness and operations of your Company (the Company or IKF TechnologiesLimited) along with the Audited Financial Statements for the financial year endedMarch 31
1. Financial Performance
The summarized standalone results of your Company is given in the table below.
(Rs. in Lakh)
|Particulars ||Financial Year ended |
| ||Standalone |
| ||31/03/2016 ||31/03/2015* |
|Total Income ||6206.45 ||4739.40 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||551.93 ||417.64 |
|Finance Charges ||78.78 ||54.42 |
|Depreciation ||353.92 ||247.88 |
|Provision for Income Tax (including for earlier years) ||44.59 ||0.92 |
|Net Profit/(Loss) After Tax ||74.64 ||114.42 |
|Profit/(Loss) brought forward from previous year ||1619.73 ||1596.86 |
|Amount transferred consequent to change in Depreciation ||0.00 ||(91.55) |
|Profit/(Loss) carried to Balance Sheet ||1694.37 ||1619.73 |
previous year figures have been regrouped/rearranged wherever necessary.
2. State of Companys Affairs :
The highlights of the Companys performance are as under:
Total Revenue from Operations increased by 30.53% to Rs. 6147.87 Lakhs
Profit Before Tax marginally increased by 3.37% to Rs. 119.23 Lakhs.
3. Transfer to Reserves :
The Company has not transferred any amount to general reserves during the financialyear ended 31st March 2016.
4. Liquidity :
We continue to maintain sufficient cash to meet our strategic objective.
5. Particulars of Loans guarantee or Investment:
Loans guarantee and investment covered under Section 186 of the Companies Act 2013form part of the Notes to the financial statements provided in this Annual report.
6. Fixed Deposits:
We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.
During the year under report your Company has not accepted any Fixed Deposit undersection 73 of the Companies Act 2013 as such; no amount of principle or interest wasoutstanding as of the balance sheet date.
7. Particulars of Contracts or Arrangements with Related Parties:
The Particulars of the transactions pursuant to the provisions of inter-alia Section188 and the Companies (Meeting of Board and its Powers) rules 2014 are as under. All thetransaction(s) are in the ordinary course of business and at arms length basis anddetails has been mentioned in AOC-2 and marked as Appendix-I.
8. Managements Discussion and Analysis Report:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 theManagements discussion and analysis is presented in a separate section forming partof the Annual Report.
9. Subsidiaries Joint Ventures and Associate Companies:
During the year under review no Company ceased to be Companys SubsidiaryAssociate or Joint Venture Company. The Board of Directors (the Board)reviewed the affairs of the subsidiaries during the year. In accordance with section129(3) of the Companies Act 2013 we have prepared consolidated financial statements ofthe Company which forms part of this Annual Report. Further a statement containing thesalient features of the financial statement of our subsidiaries in the prescribed formatAOC - 1 is appended as Annexure II to the Board Report. The statement also provides thedetails of performance and financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatement including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our website www.ikf-technologies.com. These documents willbe available for inspection during business hours at our registered office at KolkataIndia.
Further brief about the business of the each of the Subsidiaries Associates and jointventure are given hereunder:-
a. IKF Green Fuel Ltd. - Indian WOS
A Company incorporated in India under the Companies Act 1956. Registered Office issituated at Shillong (Meghalaya).
b. IKF Technologies Pty. Ltd. - Foreign WOS
A Company organized under the laws of South Africa.
c. IKF Telecom Inc. - Foreign WOS
A Company organized under the laws of Delaware U.S.A.
d. Biofel Fze - Foreign WOS
A Company organized under Hamriyah Free Zone Authority U.A.E.
e. IKF Insurance Marketing Ltd. (formerly known as IKF Salampuria Agrotech Ltd.) -Indian Associate
A Company incorporated in India under the Companies Act 1956. Registered Office issituated at Kolkata.
10. Human Resources:
The Human Resource is important asset of the Company. For growth of employees Companyorganizes training sessions various other programs to boost the morale of employees andappreciate them from time to time for their performance. Management communicates withemployees on regular basis through various modes and including internal portal. TheCompany has maintained cordial relationship with the employees.
The Internal Complaints Committee had been constituted pursuant to the Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013for protection against sexual harassment of women at work place.
11. Talent Hunt:
During the financial year under review we launched various innovative programs tosearch the talent to create valuable resources for the organisation. Our employees canenhance their skills to gain exposure while delivering value.
12. Education Training and Assessment:
Learning and Education are the integral part of IKF. To enhance the innovation quotientamong the workforce we conduct various programs which train individuals in anempathetic customer-centric mode of problem-fining and problem-resolving.
13. Particulars of Employees:
In terms of the provisions of the section 197(2) of the Companies Act 2013 read withrule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employee drew remuneration in excess of the limit setout in the said rules. Annexure III.
14. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. Corporate Governance isabout maximizing shareholders value ethically and sustainably. We believe sound corporategovernance is essential criteria to enhance and retain investors reliance. We alwaysseek to ensure that our performance is driven by integrity. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of this AnnualReport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to the report on CoipoiateGovernance.
15. Number of Meetings of the Board:
The Board met four times during the financial year the details of which are given inthe Corporate Governance Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
16. Policy on Directors Appointment and Remuneration:
The Board consists of four members one of whom is executive or whole-time director andthree are independent directors. Board consists of appropriate mix of executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management.
The policy on Directors Nomination and Remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is available onthe website of the Company. There has been no change in the policy since last financialyear.
17. Declaration by Independent Directors:
Mr. N. V. Simhadri Mr. Umesh Bhat and Ms. Nidhi Sharma are Independent Directors onthe Board of your Company. The Company has received necessary declarations from eachIndependent Director under Section 149(7) of the Companies Act 2013 and in the opinionof the Board and as confirmed by these Directors they meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
18. Board Evaluation:
As mandated under the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 the Board shall review and monitor the Board evaluation framework. The Boardevaluates various parameters such as Decision -making relationship with stakeholdersCompany performance and strategy checking Board and committees effective workingetc.
The Companies Act 2013 says that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent director shallbe done by the entire Board excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole has been conducted. TheBoard approved the evaluation results as collated by the nomination and remunerationcommittee.
19. Code of Conduct for Prevention of Insider Trading:
Code of Conduct for the Prevention of Insider Trading is in accordance with therequirements specified in the SEBI (Prohibition of Insider Trading) Regulation 2015 andthe Board has adopted the same. The Insider Trading Policy of the Company explains theguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company as well as the consequences of violation of norms. The InsiderTrading Policy is also available on the website of the Company.
20. Listing Agreement:
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 which become effectivefrom December 1 2015 by replacing existing Listing Agreement. The Company entered intonew Listing Agreement with Bombay Stock Exchange Limited and Calcutta Stock ExchangeLimited during December 2015.
21. Familiarisation Programme for Independent Directors
On their appointment Independent Directors are familiarised about the Companysoperations and businesses. Interaction with the Business Heads and key executives of theCompany is also Boards Report facilitated. Detailed presentations on the business ofeach of the Divisionarealso made tothe Directors. Direct meetings with the Chairman &Managing Director are further facilitated for the new appointee to familiarize him/herabout the Company/its businesses and the group practices.
Our reputation for excellence and integrity earned through the consistent delivery ofquality work and by adhering the highest standard of business conduct through principlesof Corporate Governance continues to be our most valuable assets. As we position ourselvesfor the future and our standard of excellence integrity and accountability will serve uswell.
Further no material events commitment and changes occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport.
23. Business Outlook
IT ITES & Telecom & Education sectors are expected to grow tremendously in2016-17. Global IT & ITES spending will accelerate during 2016-17. We placesignificant emphasis on collaborative spirit unrelenting dedication towards ourcustomers expert thinking and high standards of corporate governance. Our endeavor is tocreate success for our customers through innovative working by happy people at workplace.
With centers franchisee all over India we offer ITES Call Centre BPO IT SoftwareISP Internet & VoIP Services etc. to our customers. We believe that our comprehensiveportfolio of service offerings helps our customers achieve their key business objectives.
Your Company received good traction for its services and its expertise in chosensegments & continues to hold it in good stead. Your Company has also re-aligned itsprocesses updated services enhanced offerings upgraded brand image and continue todeliver superior value to its customers. Your Company today is much more focused and isexecuting better than a year ago.
Your Directors feel that it is prudent to plough back the profits for long term growthobjectives of the Company and hence do not recommend any dividend for the year ended 31stMarch 2016.
25. Directors and Key Managerial Personnel
During the year 2015-16 the following changes have occurred in the Directorships :
1. Mr. Pradeep Dutta Executive Director has resigned from the office of directorshipwith effect from 15th October 2015;
2. Mr. Santosh Chowdhury who was appointed as a non-executive Non-IndependentDirector has resigned from the post of Directorship with effect from 06th January 2016.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of Independence as prescribed under Section149(6) of the Companies Act 2013 and under Clause 49 of the Listing Agreement with theStock Exchange. The Code of Independent directors for selection of Directors anddetermining Independent Director is followed.
In accordance with the provisions of Companies Act 2013 and Memorandum and Articles ofAssociation of the Company Mr. Sunil Kumar Goyal Whole Time Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment.
26. Nomination and Remuneration Committee
Mr. Umesh Bhat is the Chairman and Mr. N. V. Simhadri Ms. Nidhi Sharma are Members ofthe nomination and Remuneration Committee of the Company.
Remuneration Policy for Directors Key Managerial Personnel & Senior ExecutivePersonnel is attached herewith marked as Annexure III.
27. Consolidated Financial Statement
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements the audited consolidatedfinancial statement is provided in the Annual Report.
28. Loan Guarantee Security & Investment:
The details of Loan Guarantee Security & Investment cover under the provisions ofsection 186 of the Companies Act 2013 are given in the Financial Statements. During theyear under review No guarantee/ security in connection with a loan to anybody corporateor person has been given.
During the year under review the Company continued to remain listed on The BombayStock Exchange Calcutta Stock Exchange.
The Company has paid Annual Listing fees for year 2016-17 to the Bombay Stock ExchangeCalcutta Stock Exchange.
During the year the Company has not allotted any Equity Share on rights/ preferential/private placement basis. All Equity Shares of the Company ranks pari-passu in all respect.
The Company has not allotted any Preference Shares/ Debentures.
As on 31st March 2016 the issued subscribed and paid up share capital of yourCompany comprising 430581440 Equity shares of Re.1/- each.
31. Extract of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is Annexed as Annexure I.
32. Vigil mechanism
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingsenior executives of the Company. Protected disclosures can be made by a whistle blowerthrough an e-mail or dedicated telephone line or a letter to the Task Force or to theChairman of the Audit Committee. The Policy on vigil mechanism may be accessed on theCompanys website www. ikf-technologies.com.
33. Corporate Social Responsibility
Provisions of the Companies Act 2013 in regards of Corporate Social Responsibility(CSR) are not mandatorily apply on our Company still Company follow it voluntarily.Details of CSR activities of the Company form part of this Annual Report.
34. Directors Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March 2016 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31sr March 2016 and of the profitand loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
35. Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions if any entered by the Company during thefinancial year 2015-16 with related parties were in the ordinary course of business and onan arms length basis. During the year the Company has not entered into any contract/ arrangement / transaction with related parties which could be considered material.
Your Directors draw attention of the members to Note (1B)(5) to the Financial Statementwhich sets out Related Party Disclosures.
36. Statutory' Auditors their Report and Notes to Financial Statements
M/s. Mandawewala & Co. Chartered Accountants were appointed as Auditors of theCompany for a period of five years from the conclusion of Annual General Meeting held on19th September 2014. As required under the provisions of Section 139 of the Act 2013 aresolution for the yearly ratification of their appointment is being placed before theshareholders for their approval. In this regard the Company has received a certificatefrom the Auditors to the effect that if they are re-appointed it would be in accordancewith the provisions of Section 141 of the Act.
37. Cost Auditors:
The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.
38. Secretarial audit
In terms of Section 204 of the Act and Rules made there under Ms. Chanchal SharmaPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure V to this report. The report isself-explanatory and do not call for any further comments.
39. Risk Management Policy
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
40. Audit Committee
The Audit Committee of the Company comprises three Independent Directors namely Mr. N.V. Simhadri as Chairman Mr. Umesh Bhat and Ms. Nidhi Sharma as Members of the Committee.All the recommendations of the Audit Committee were accepted by the Board.
41. Significant and material orders passed by the Regulators/Courts/Tribunals
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and companysoperations. However Company received final order dated 20th April 2015 from SEBI whereSEBI restricted the Company not to issue Equity Shares or any other instrument convertibleinto Equity Shares or any other Securities for a period of 10 years. Company has alreadyundergone the prohibition for a period of approximately 4 years and 8 months and has filedAppeal before Securities Appellate Tribunal.
42. Internal Financial Controls
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
43. Meetings of the Board
Four Meetings of the Board of Directors were held during the year. For further detailsplease refer Corporate Governance Report of this Annual Report.
44. Transfer of Amount to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
45. Details of Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo
The Particulars relating to the conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo as required to be disclosed under the Companies Act 2013are provided in Annexure IV of the Report.
46. General Disclosures
Neither the CFO nor the CEO of the Company receives any remuneration or commission fromsubsidiary company viz. IKF Green Fuel Limited.
47. Obligation of the Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The Company has adopted an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at the workplace (Prevention Prohibition & Redressal) Act 2013. Your Directorsfurther states that during the year under review there was no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition & redressal) Act2013.
The Directors acknowledge and would like to place on record the commitment anddedication on the part of the employees of your Company for their continued efforts inachieving good results. The Directors also wish to acknowledge and record theirappreciation of the continued support and assistance received by the Companys Bankfinancial institutions mutual funds as well as from various Government bodies both at thecentre and the State.
| ||For and on behalf of the Board |
| ||IKF Technologies Limited |
| ||N. V. Simhadri |
|Date : 2nd July 2016 ||Chairman |
|Place : Kolkata ||DIN: 00231683 |