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 the businessand operations of your Company (the Company' or IKF Technologies Limited')along with the Audited Financial Statements for the financial year ended March 31 2017.
1. Financial Performance
The summarized standalone results of your Company is given in the table below. ( Rs. inLakh)
| ||Financial Year ended |
|Particulars ||Standalone |
| ||31/03/2017 ||31/03/2016 |
|Total Income ||5877.75 ||6206.45 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||730.65 ||551.93 |
|Finance Charges ||128.03 ||78.78 |
|Depreciation ||559.10 ||353.92 |
|Provision for Income Tax (including for earlier years) ||352.63 ||44.59 |
|Net Profit/(Loss) After Tax ||(309.11) ||74.64 |
|Profit/(Loss) brought forward from previous year ||1694.37 ||1619.73 |
|Amount transferred consequent to change in Depreciation ||0.00 ||0.00 |
|Profit/(Loss) carried to Balance Sheet ||1385.26 ||1694.37 |
*previous year figures have been regrouped/rearranged wherever necessary.
2. State of Company's Affairs :
The highlights of the Company's performance are as under:
Total Revenue from Operations decreased by 5.29% to Rs. 5877.75 Lakhs
The Company has incurred a loss of Rs. 309.11 Lakhs due to earlier yearsprovision.
3. Transfer to Reserves :
The Company has not transferred any amount to general reserves during the financialyear ended 31st March 2017.
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 on 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 principal or interest wasoutstanding as on 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. Furtherdetails are mentioned in the prescribed Form AOC -2 and are appended as Annexure-IIto the Board Report.
8. Management's 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 the Management'sdiscussion and analysis is presented in a separate section forming part of the AnnualReport.
9. Subsidiaries Joint Ventures and Associate Companies:
During the year under review 2 (two) companies namely i.e IKF Technologies (Pty) Ltdand Biofuel FZE ceased to be Company's Subsidiary Associate or Joint Venture Company. TheBoard of Directors (the Board') reviewed the affairs of the subsidiaries during theyear. In accordance with section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company which forms part of this Annual Report.Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC 1 is appended as Annexure 1 to the BoardReport. The statement also provides the details of performance and financial positions ofeach 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 websitewww.ikf-technologies.com. These documents will be available for inspection during businesshours at our registered Office at Kolkata India.
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 Companyincorporated in India under the Companies Act 1956. Registered Office is situated atShillong (Meghalaya). b. IKF Telecom Inc. - Foreign WOS
A Company organized under the laws of Delaware U.S.A. c. IKF Insurance Marketing Ltd(formely 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 has 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. The performancedriven culture challenges every employee to scale up and grow. A wide range of competencyenhancement opportunities challenging assignments and rotation across units helpemployees in their career progression and meeting aspirations. The coaching and mentoringprogrammes enable employees to get constant feedback and career guidance to achieve andexceed their performance targets thus realising their potential.
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 and details has been mentioned in 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 investor's reliance. We always seekto ensure that our performance is driven by integrity. The report on Corporate Governanceas stipulated under the Listing Agreement forms an integral part of this Annual Report.The requisite certificate from the Auditors of the Company confirming compliance with theconditions of corporate governance is attached to the report on Corporate Governance.
As per clause 49 of the Listing Agreements entered into with the Stock ExchangesCorporate Governance Report with auditors' certificate thereon and Management Discussionand Analysis are attached and form part of this report.
15. Policy on Directors' Appointment and Remuneration:
The Board consists of five members one of whom is executive or whole-time director andfour 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.
As per Article 107 of the Articles of Association of the Company read with theprovisions of section 152 of the Companies Act 2013 at least two-third of the directorsshall be subject to retirement by rotation. One-third of such directors must retire fromOffice at each Annual general Meeting of the Shareholders and a retiring director iseligible for re-election. Accordingly Mr. Sunil Kumar Goyal retires by rotation and beingeligible has offered to be re-appointed at the ensuing Annual General Meeting.
Mr. Sunil Kumar Goyal was re-appointed as the Whole time Director & CEO of theCompany at the Board Meeting held on 02nd July 2016 for a period of one year from 26thday of August 2016 to 25th day of August 2017. In accordance with the provisions ofSection 196 197 203 read with Schedule V and other applicable provisions of theCompanies Act 2013 the said re-appointment as Whole Time Director & CEO was placedbefore the Members for their approval at the postal ballot conducted during the year2016-17. i. Board Meeting:
During the year 4 Board Meetings were convened and held. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013. The dates onwhich meetings were held are as follows :
1. April 30 2016
2. July 02 2016
3. October 27 2016
4. February 11 2017
The details of the attendance of the Directors is provided in the Corporate GovernanceReport.
ii. Declaration from Independent Directors on Annual Basis
The Company has received necessary declaration from each Independent Director of theCompany under section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the Criteria of their Independence laid down in section 149(6).
17. Board Evaluation:
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. In a separate meeting of independent directors performanceof non-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
18. Audit Committee:
The Audit Committee presently has 3 Directors as its member's viz. Ms. Nidhi SharmaMr. Ajay Raina and Mr. Umesh Bhat. The role terms of reference the authority and powerof the Audit Committee are in conformity with the provisions of the Companies Act 2013and Clause 49 of the listing Agreement/Regulation 18 of the SEBI (LODR) Regulations 2015.Further details of the Audit Committee have been provided in the report on CorporateGovernance forming part of this Annual Report.
19. Nomination and Remuneration Committee:
Mr. Ajay Raina (Chairman) Mr. Umesh Bhat Ms. Nidhi Sharma is Members of theNomination and Remuneration Committee of the Company.
Remuneration Policy for Directors Key Managerial Personnel & Senior ExecutivePersonnel is attached herewith marked as Annexure-III.
20. Statutory Auditors:
M/s. Mandawewala & Co. Chartered Accountants (FRN. 322130E) the Auditors of thecompany who hold Office upto the conclusion of the ensuing AGM have shown theirunwillingness to continue as Auditors of the company and have given their resignation. Inview of this the Board has sent a proposal to M/s Agarwal Vishwanath & Associates(FRN 323024E) for appointing them as Auditors from the conclusion of the 18th AnnualGeneral Meeting till the 23rd Annual General Meeting to be held in the year 2023 on aremuneration as fixed by the Board of Directors" and they have confirmed theirwillingness and eligibility under the provision of the Companies Act 2013 to be asstatutory auditors of the Company which is subject to shareholders' approval.
21. Cost Auditors:
The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.
22. Secretarial audit:
In terms of Section 204 of the Act and Rules made there under Mr. Pramod Kumar PalPracticing Company Secretary have been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as to this report. The report isself-explanatory and do not call for any further comments.
23. 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.
24. Operations :
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.
25. Business Outlook:
IT ITES Telecom & Education sectors are expected to grow tremendously in 2017-18.Global IT & ITES spending will accelerate during 2017-18. We place significantemphasis on collaborative spirit unrelenting dedication towards our customers expertthinking and high standards of corporate governance. Our endeavor is to create success forour 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 2017.
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 The Calcutta 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 2017 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 rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return(MGT-9) is Annexed as Appendix-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 theCompany's website www. ikf-technologies.com.
33. Corporate Social Responsibility:
Provisions of the Companies Act 2013 in regards to Corporate Social Responsibility(CSR) does not mandatorily apply to 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 of 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 2017 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 2017 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 Arrangement with Related Parties:
All contracts / arrangements / transactions if any entered by the Company during thefinancial year 2016-17 with related parties were in the ordinary course of business and onan arm's length basis. During the year the Company has not entered into any contract /arrangement / transaction with related parties which could be considered material. YourDirectors draw attention of the members to Note (1B)(5) to the Financial Statement whichsets out Related Party Disclosures.
36. 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.
37. Audit Committee :
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report
38. 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 company'soperations. 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 5 years and 8 months and has filedAppeal before Securities Appellate Tribunal.
39. Internal Control Systems and Their Adequacy:
The Internal Financial Controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
40. 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).
41. 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.
42. General Disclosures:
Neither the CFO nor the CEO of the Company receives any remuneration or commission fromsubsidiary company viz. IKF Green Fuel Limited.
43. 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 Company's 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 |
| ||Sunil Kumar Goyal |
|Date : 28th July 2017 ||Chairman |
|Place : Kolkata ||DIN: 00550933 |