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Kanika Infrastructure & Power Ltd.

BSE: 532367 Sector: Others
NSE: N.A. ISIN Code: INE173B01023
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Kanika Infrastructure & Power Ltd. (KANIKAINFRA) - Director Report

Company director report

TO THE SHAREHOLDERS

Your Directors hereby present the 21st Annual Report and Audited financial statementfor the year ended 31st March 2016.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended 31st march 2016 is summarizedbelow:

Particulars 2015-16 2014-15
Sales /Other Income 4966092 16868670
Profit / (Loss) before Depreciation Interest & Taxation (4058884) (4757827)
Depreciation 1153673 1885830
Interest - -
Profit before taxation (2905211) (2871997)
Provision for Income Tax - -
Provision for Deferred Tax (Assets) / Liability (219017) (279762)
Profit / (Loss) for the year (2686194) (2592235)
Add: Brought forward from previous year 3295553 5887788
Profit / (Loss) carried to Balance Sheet 609359 3295553

Financial Performance

During the financial year under review total sales and other income decreased from Rs.16868670 to Rs. 4966092. The net loss for the financial year stood at Rs. 2686194as compared to net loss of Rs. 2592235 in the previous financial year.

Dividend

In view of the acute financial crisis faced by the Company the Board of Directors doesnot recommend any dividend for the financial year under report.

Change in the nature of business if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2016 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

Your Company has two foreign subsidiaries as follows:

i. Kanika Infotech (Singapore) Pte. Limited

ii. Kanika Infotech (U.K.) Limited

Pursuant to first provisions of section 129 (3) read with rule 5 of Companies(Accounts) Rules 2014) Statement containing salient features of the financial statementof subsidiaries is attached to this report as Annexure-1.

Internal Financial Control

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance of variousinternal controls and other regulatory and statutory compliances.

Share Capital

The paid up Equity Share Capital as on March 31 2016 was Rs. 135339000. During theyear under review the company has not issued any shares or any convertible instruments.

Risk Management

The Board members were informed about risk assessment and minimization procedures afterwhich the Board formally adopted steps for framing implementing and monitoring the riskmanagement plan for the company.

Board of Directors

Mr. Anil Pramanick who was appointed as Additional Director w.e.f. 03.07.2015 wasconfirmed as a Director subsequent to the approval of the shareholders at the AnnualGeneral Meeting held on 30th September 2015. Mr. Kripa Sindhu Mallick Chairman of theBoard resigned on 03.07.2015 and Mr. Bimal Das has been elected as Chairman in his place.

Key Managerial Personnel

The Company is in process of appointment of Key Managerial Personnel.

Meetings of Board

The details of number and dates of meetings held by the Board and attendance ofDirectors is given separately in the Corporate Governance Report attached to this Reportas Annexure - 2.

Board Evaluation

The Nomination & Remuneration Committee laid down the policy and process ofevaluation of Board of Directors. Under this policy a set of parameters to be used in theevaluation process has been determined for:

i. Self evaluation of the Board Members

ii. Evaluation of Non- Independent Directors' performance by Independent Directors.

iii. Evaluation of Chairman's performance by Independent Directors.

iv. Assessment of quantity quality and timeliness of information to the Board

Using the parameters mentioned above the evaluation of the Board Members was carriedout.

A separate meeting of Independent Directors was held on 14.12.2015 to evaluateperformance of the Chairman of the Board of the Directors and the Board as a whole.

Remuneration Policy

Nomination and Remuneration Committee has formulated the Nomination Remuneration andEvaluation Policy for Directors Key Managerial Personnel (KMPs) and other employees interms of the provisions of Section 178(3) of the Companies Act 2013. The said policywhich has been approved by the Board outlines the appointment criteria and qualificationsthe term/ tenure of the Directors on the Board of Company and the matters related toremuneration of the Directors.

Audit Committee

The composition of the Audit Committee is given separately in the Corporate GovernanceReport attached to this Report as Annexure - 2.

Vigil Mechanism

The Company has in place a vigil mechanism details of which are available on theCompany's website www.kanika.com

Familiarisation Programme of Independent Directors:

The Company arranges detailed presentation by Business and functional heads on variousaspects including the business environment economy performance of the Company financialcontrols the Company's strategy etc.

Contracts and Arrangements with Related Party

The Company does not have any related party transactions during the financial year.

Loans guarantees and investments

The Company has not given any guarantee for loans taken by others from banks orfinancial institutions. The particulars of loans and advances given and investments madein securities under section 186 of the

Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 has been provided in the financial statements of the Company.

Disclosure under Section 197 (12) and Rule 5(1) of the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014

The requisite details relating to ratio of remuneration percentage increase inremuneration etc as stipulated under the above rules are annexed as Annexure - 3 to thisreport.

Particulars of Employees

During the year there was no employee drawing remuneration beyond the limit prescribedin Section 197 of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

Extract of the Annual Return

The extract of the Annual Return in Form No. MGT - 9 is enclosed as Annexure - 4 andforms part of this Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The Company does not have any activities related to Conservation of Energy andTechnology Absorption. The Company does not have any Foreign Exchange Earnings and Outgoduring the financial year.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 theDirectors of your Company confirm that -:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(ii) the Directors have 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 at the end of the financial year and ofthe profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.

Corporate Social Responsibility (CSR)

The provisions of Sections 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable to the Company.

Listing

The Equity Shares of the Company continues to be listed with Bombay Stock Exchange andthe annual listing fees has been paid up to date.

Corporate Governance

The Corporate Governance Report giving the details as required in terms of Regulation34(3) read with clause C of Schedule V of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 is given separately as Annexure - 2 and forms part of thisReport of the Directors. The Managing Director and Auditor's Certificate confirmingcompliance with the conditions of Corporate Governance as required under SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 are attached with this report.

Auditors and Auditors Qualifications

M/s. Raj Kumar Kothari & Co. Chartered Accountants (Firm Registration No -320166E) as the Statutory Auditors of the Company hold office till the conclusion of theensuring Annual General Meeting. They have expressed their willingness to continue asStatutory Auditor of the Company if so appointment by the members. Your Company hasreceived the consent and certificate form M/s Raj Kumar Kothari & Co CharteredAccountants to the effect that their re-appointment if made would be within the limitsprescribed under Section 141 of the Companies Act 2013 read with rules and that they arenot disqualified for reappointment within the meaning of Section 141 of the Companies Act2013. This appointment is proposed for 2016-17.

The observations made in the Auditor's Report have been suitably explained in theNotes on Financial Statement which are self- explanatory.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under Ms. Suchita TiwariPracticing Company Secretary (ACS No. - 36229 C.P. No. 13787) have been appointed asSecretarial Auditor of the Company for the financial year under review. The report of theSecretarial Auditor is enclosed as Annexure - 5 to this report. As far as observation ofthe Secretarial Audit is concerned the Company has noted the same and shall takenecessary steps to rectify the same.

Internal Audit & Controls

The Company is in the process of appointment of Internal Auditor.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

Your Company has constituted an Internal Complaints Committees in accordance with therequirements under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 which ensures implementation and compliance with the Law as wellas the policy at every unit. There were no cases/ complaints reported in this regardduring the year 2015-16.

Acknowledgement

Your Directors wish to place on record their appreciation of assistance andco-operation received from bankers lenders suppliers customers Government authoritiesemployees & other stake holders.

On behalf of the Board of Directors
Bimal Das
Place: Kolkata Chairman
Date: 30.05.2016 DIN: 03098080