Kings Infra Ventures Limited.
The Directors have pleasure in submitting their 29th Annual Report on thebusiness and operations of the Company along with the Audited Balance Sheet and Profit& Loss Accounts for the year ended March 31 2017.
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||2016-17 ||2015-16 |
|Net sales / Income from Operations ||94083166.59 ||92455097.26 |
|Other Income ||526053.54 ||227343.25 |
|Total Revenue ||94609220.13 ||92682440.51 |
|Total Expense ||89616088.97 ||86369737.09 |
|Profit Before Tax ||4993131.16 ||4692703.42 |
|Profit After Tax ||3734781.64 ||4710378.79 |
|Earnings Per Equity Share || || |
|1. Basic ||0.16 ||0.33 |
|2. Diluted ||0.16 ||0.33 |
REVIEW OF OPERATIONS
Revenue for Financial Year March 31 2017 stood at Rs. 94609220.13/- as against Rs.92682440.51/- in the previous year which shows an increase in revenue of Rs.1926779.62/-. After providing for depreciation and taxation of Rs. 202067.90/- &Rs.1258349.52/- respectively the net profit of the Company is Rs. 3734781.64
The following material changes and commitment occurred during the year under reviewaffecting the financial position of the Company.
1. 9420000 equity shares were allotted pursuant to conversion of convertible warrantswhich results in the increase of paid up capital of the Company to Rs. 235122500
TRANSFER TO RESERVES
No amount was transferred to the reserves during the financial year ended 31st March2017.
In view of the expansion and diversification projects on hand and proposals underconsideration your Directors do not recommend the payment of Dividend for the year endedMarch 31 2017.
Your Company has not accepted deposits within the meaning of Section 73 and 76 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014. The questionof non compliance of the relevant provisions of the law relating to acceptance of depositsdoes not arise.
SUBSIDIARIES JOINT VENTURES & ASSOCIATES
The Company is not having any Subsidiary Joint Ventures and Associate Companies
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(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 as at March 31 2017 and of the profit ofthe Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Director's have prepared the annual accounts ongoing 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) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
BOARD OF DIRECTORS
As on March 31 2017 your Company's Board has a strength of 8 (Eight) Directorsincluding 1 (One) Women Director. There are 3 Executive Directors 1 Non-ExecutiveDirector and 4 Non Executive Independent Directors. The detailed section on Board ofDirectors' is given in the separate section titled Report on Corporate Governance'forming part of this Annual Report.
Further no other director has been appointed or has retired or resigned during theyear.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Rita Shaji John (DIN No. 01544753) Non- Executive Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible have offeredherself for re-appointment.
The Board re-appointed Mr. Balagopalan Veliyath as Whole-time Director for a term of 5years w.e.f. 01.10.2017 subject to the approval of the members of the Company at theensuing Annual General Meeting.
DECLARATION BY AN INDEPENDENT DIRECTOR
In pursuance of sub-section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors on the Board have furnished the declaration that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013 readwith SEBI Listing Regulations.
KEY MANAGERIAL PERSONNEL
As required under section 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 (including anystatutory modification(s) or re- enactment (s) for the time being in force) the Companyhas noted that Mr. Shaji Baby John Chairman & Managing Director Mr. Baby John ShajiJoint Managing Director and Chief Financial Officer and Mr. Sooraj K Company Secretary& Compliance Officer are the Key Managerial Personnel of the Company.
During the year under review the Board of Directors in their meeting held on 27-05-2016approved the resignation of Mr. Anish Thomas from the post of Chief Financial Officer(KMP). The casual vacancy caused by the resignation of Mr. Anish Thomas has been filled upby the Board by appointing Mr. Baby John Shaji Joint-Managing Director as also the ChiefFinancial Officer (KMP) of the Company.
Further no other Key Managerial Personnel has been appointed or has retired or resignedduring the year.
The Audit Committee and Board of Directors recommended M/s Elias George and Co.Chartered Accountants (FRNo. 000801S) as new Statutory Auditors of the Company in placeof M/s Sankar & Moorthy Chartered Accountants Ernakulam whose tenure expires at theensuing Annual General Meeting.
M/s Elias George and Co. Chartered Accountants (FRNo. 000801S) CharteredAccountants shall hold office for a period of five years from the conclusion of thisTwenty Nineth Annual General Meeting till the conclusion of Thirty Fourth Annual GeneralMeeting of the Company (subject to ratification of the appointment by Members at everyAnnual General Meeting held after this Annual General Meeting)."
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report for thefinancial year ended March 31 2017 does not contain any qualification reservation oradverse remark. Pursuant to provisions of section 143(12) of the Companies Act 2013 theStatutory Auditors have not reported any incident of fraud to the Audit during the periodunder review.
The Board has appointed M/s. G Porselvam Practicing Company Secretary as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed herewith marked as Annexure A to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
MEETING OF THE BOARD
9 (Nine) meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure- B".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges report on Corporate Governancealong with Auditors statement on its compliance and Management Discussion and Analysis hasbeen included in this Annual Report as separate annexure.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(9) of the Companies Act 2013 the Company hasestablished a vigil mechanism for Directors and employees to report matters concerningunethical behavior actual or suspected fraud or violation of the Company's code ofconduct.
BUSINESS RISK MANAGEMENT
The details of Risk Management Policy are included in the Management Discussion &Analysis which forms part of this report
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis which forms part of this report.
RELATED PARTY TRANSACTION
During the year under review the Company had incurred an expense of Rs. 1118170towards the Air ticket Booking and Board & Lodging services availed from Kings TravelWorld (India) Private Limited in which the Managing Director of the Company is a Directorand a Shareholder.
Except the aforesaid transaction Company had not entered into any other contract/arrangement/transaction with related parties which could be considered material as perListing Agreement with Stock Exchanges. Further there are no materially significantrelated party transactions during the year made by the Company with Promoters DirectorsKey Managerial Personnel or other Designated Persons.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERONNEL ANDPARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy of your Company formulated in accordance with Section 178 of theCompanies Act 2013 read with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (including any statutory modification (s) or re-enactmentfor time being in force) .
The salient aspects covered in the Nomination and Remuneration policy have beenoutlined in the Corporate Governance Report which forms part of this report. The fullpolicy is available at on the website of the Company at weblinkhttp://www.kingsinfra.com/policies.html.
The statement containing the details required under Section 197(12) of the CompaniesAct 2013 read with Rule 5 (1) 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016 is attached asAnnexure C' which forms part of this Report.
During the year under review no employees whether employed for the whole or part ofthe year has received remuneration exceeding the limit as stated in section 197(12) of theCompanies Act 2013 read with Rules rule 5(2) and 5 (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended by Companies (Appointmentand Remuneration of Managerial Personnel) Amendment Rules 2016.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
During the year under review the Board of Directors at their meetings held on 12November 2016 30 November 2016 06 December 2016 and 10 December 2016 had allotted9420000 equity shares pursuant to conversion of convertible warrants issued onpreferential basis in terms of Chapter VII of SEBI (ICDR) Regulations 2009 which resultin the increase of paid up share capital of the Company to Rs. 235122500. Later theseshares were listed in the Bombay Stock Exchange Ltd.
An upfront amount of Rs. 3950000 was forfeited by the Board of Directors due tonon-conversion of 1580000 warrants in to equity shares within the prescribed time.
DEMATERIALISATION OF SHARES
The Company has agreements with both National Securities Depository Ltd and CentralDepository Services Ltd. whereby the Shareholders have an option to dematerialise theirshares with either of the depositories. As on 31.03.2017 around 96.80% of the Company'sEquity Shares has been held in dematerialized form.
RECLASSIFICATION OF PROMOTER SHAREHOLDERS
The Company had filed an application on September 30 2016 seeking Reclassification ofPromoter Shareholders under the provisions of Regulation 31A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Based on the submissions made the Companythe Exchange had approved the reclassification on November 02 2016.
The summary of the Shareholding Pre- Reclassification & Post-Reclassification is asfollows;
|Period ||Promoter Holding ||Public Holding |
| ||Shares Held ||Percentage (%) ||Shares Held ||Percentage (%) |
|Pre- Reclassification ||10414016 ||73.90 ||3678234 ||26.10 |
|Post- Reclassification ||10340603 ||73.38 ||3751647 ||26.62 |
During the year under review the Board of Directors at their meeting held 27.05.2016had approved the following Share Transfers
|Sno. Date of Registration of Transfer ||No. of Equity Shares ||Name of the Transferor ||Folio No. of Transferor ||Name of the Transferee |
|1 27 May 2016 ||1900 ||Radha krishna Appalaraju Penmetcha ||VS000649 ||Venugopal Raju Penmetcha |
|2 27 May 2016 ||200 ||B M Jaganathan Fernando ||VS 000712 ||J James Fernando |
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fee for the year 2017-18 toBSE where the Company's Shares are listed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of caste creed or social class of the employees. No complaintfrom women employees was received during the year regarding sexual harassment. During theyear under review there was no case filed pursuant to the sexual harassment of Women atworkplace (Prevention Prohibition and Redressal) Act 2013.
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 Obligation & Disclosure Requirements) Regulation 2015. The performance ofthe Board was evaluated by the Board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition and structure effectiveness of boardprocesses information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. The Board reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive Directors and Non-ExecutiveDirectors.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The company has not given any loans guarantees or investments made covered under theprovisions of Section 186 of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The consumption of power was kept at the minimum possible level. The Company adheres togood practices especially in terms of safety health environment etc. No specialmeasures were taken to conserve it. No new technology was absorbed by the company duringthe period.
Kings Infra Ventures Limited does not have any foreign exchange earnings andexpenditure.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not come within the purview of Corporate Social Responsibility.
AUDIT COMMITTEE NOMINATION & REMUNERATION COMMITTEE & INVESTOR GRIEVANCECOMMITTEE
Details pertaining to composition of Audit Committee Nomination & RemunerationCommittee and Stakeholder Relationship Committee are included in the report on CorporateGovernance. All the recommendations made by Audit Committee were accepted by Board.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend voting or otherwise
2. Issue of Shares (including sweat equity shares) to employees of the Company underany scheme.
3. Disclosure regarding remuneration or commission to Managing Director or theWhole-time Directors from subsidiaries not applicable since there is no subsidiaries
4. There is no change in the nature of business
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
During the year under review your Company enjoyed cordial relationship with itsemployees at all levels and looks forward to their continued support and higher level ofproductivity for achieving the targets set for the future.
Your Company always endeavors to keep the time of response to Shareholders request atthe minimum. Priority is accorded to address all the issues raised by the Shareholders andprovide them a satisfactory reply at the earliest possible time. The shares of the Companyare listed in Bombay Stock Exchange and continue to be traded in electronic form andde-materialization exists with both the depositories viz. National Securities DepositoryLimited and Central Depository Services (India) Limited.
Your Directors wish to express their grateful appreciation for the co-operation andsupport received from stakeholders such as customers suppliers shareholders bankersregulatory authorities and the society at large. Deep appreciation is also recorded forthe dedicated efforts and contribution of the employees at all levels as without theirfocus commitment and hard work the Company's consistent growth would not have beenpossible despite the challenging environment
|By Order of Board of Directors || |
|Sd/- ||Sd/- |
|Shaji Baby John ||Baby John Shaji |
|Chairman & Managing Director ||Joint Managing Director & Chief Financial Officer |
|DIN: 01018603 ||DIN: 03498692 |
|Kochi August 14 2017. || |