Kings Infra Ventures Limited
The Directors have pleasure in submitting their 28th 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 2016.
Financial Results of the Company for the year under review along with the figures forprevious year are as follows:
|Particulars ||31-03-2016 ||31-03-2015 |
|Net sales / Income from Operations ||92455097.26 ||40878610.64 |
|Other Income ||227343.25 ||771085 |
|Total Revenue ||92682440.51 ||41649695.64 |
|Total Expense ||86369737.09 ||40574606.24 |
|Profit Before Tax ||4692703.42 ||1075089.40 |
|Profit After Tax ||4710378.79 ||1103373.48 |
|Earnings Per Equity Share || || |
|1. Basic ||0.33 ||0.36 |
|2. Diluted ||0.33 ||0.36 |
REVIEW OF OPERATIONS
Revenue for Financial Year March 31 2016 stood at Rs. 92682440.51/- as against Rs.41649695.64/- in the previous year which shows an increase in revenue of Rs.51032744.87/-. After providing for depreciation and taxation of Rs. 261276.25/- &Rs.-17675.37/- respectively the net profit of the Company is Rs. 4710378.79
There were no material changes and commitments to affect the financial position of thecompany in between the end of the financial year on 31-03-2016 and the date of thisreport.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of theamount available for appropriation.
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 2016.
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 2016the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;
(ii) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the profit of the 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 on 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) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
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. Shaji Baby John as Managing Director for a term of 05 yearsw.e.f. 01.06.2015 subject to the approval of the members of the Company at the ensuingAnnual General Meeting. The Board appointed Mr. Baby John Shaji as the Joint- ManagingDirector of the Company with effect from 28th March 2015
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the CompaniesAct 2013. The Company has also obtained declarations from all the Independent Directorspursuant to Section 149(7) of the Companies Act 2013.
(c) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance and the directors individually.
M/s. Sankar & Moorthy Statutory Auditors of the Company who were appointed tohold office till the conclusion of the Annual General Meeting to be held for the financialyear 2016-17 are eligible to continue the office. They have confirmed their eligibilityto the effect that their ratification if made would be within the prescribed limitsunder the Act and that they are not disqualified.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
The Board has appointed M/s G Porselvam Practicing Company Secretary as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2015-16. The Secretarial Audit Report for the financial year ended March 31 2016 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
8 (Eight) 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.
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 not entered into any 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.
PARTICULARS OF EMPLOYEES
As required under the provisions of section 134 of Companies Act 2013 read with thecompanies (Particulars of Employees) Rules 1975 as amended by companies (Particulars ofEmployees) Amended Rules 2011 there are no employee falling under the above categorythus no information is required to be given in the report.
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 Investor Grievance Committee are included in the report on CorporateGovernance. All the recommendations made by Audit Committee were accepted by Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013are under consideration.
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. There are no share transfer/transmission related transactions during the period01.04.2015 to 31.03.2016
6. 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 workersand employees at all levels.
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 Shareholders'Grievance Committee of the Board meets periodically. The shares of the Company are listedin 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 would like to express their sincere appreciation for the assistance andcooperation received from the Banks Government authorities regulators members and otherstakeholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed services rendered by the Company'sexecutives staff and workers.
| || ||For Kings Infra Ventures Limited |
| ||Sd/- ||Sd/- |
|Dated: 13-08-2016 || || |
|Place: Kochi ||Shaji Baby John ||Baby John Shaji |
| ||DIN: 01018603 ||DIN: 03498692 |
| ||Managing Director ||Joint- Managing Director |