IKF Technologies Ltd.
|BSE: 532414||Sector: IT|
|NSE: N.A.||ISIN Code: INE052C01027|
|BSE 00:00 | 04 Feb||IKF Technologies Ltd|
|NSE 05:30 | 01 Jan||IKF Technologies Ltd|
|BSE: 532414||Sector: IT|
|NSE: N.A.||ISIN Code: INE052C01027|
|BSE 00:00 | 04 Feb||IKF Technologies Ltd|
|NSE 05:30 | 01 Jan||IKF Technologies Ltd|
Your Directors have pleasure in presenting the 20th Annual Report and theAudited Financial Statements for the Financial Year ended March 31 2019.
1. Financial Performance
The summarized standalone results of your Company is given in the table below.
*previous year figures have been regrouped/rearranged wherever necessary.
Overview of Company Performance
Your Company has reported revenue from operation of Rs. (in000) 150501/- in theFinancial Year 18-19 as compared to Rs.(in'000) 410818 in the Financial Year 17-18. TheEPS for Financial Year 2019 stood at (0.001). Your Company has been making focused effortsto balance cost Wealth Maximization. Cost effectiveness has been a key pillar of yourCompany and will continue and intensify the thrust on cost effectiveness in the comingyear as well.
The Consolidated Financial Statements reflect the financial position of the Company andthose of its Subsidiaries. As required by Regulation 34 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as 'SEBI (LODR)Regulations 2015') the Audited Consolidated Financial Statements together with theIndependent Auditor's Report thereon are annexed and form part of this Annual Report.
Change in the Nature of Business
There is no Change in the nature of the business of the Company done during the year.
Material Changes affecting the Financial Position of the Company
As per the provisions Section 134(3)(l) of the Companies Act 2013 no material changesand commitments affecting the financial position of the Company have occurred between theend of the financial year of the Company to which the financial statements relates and thedate of the report.
Dividend & Reserves
The Board of Directors of the Company have not recommended any dividend as yourDirector 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 2019. No amount was proposed to be carried to any of the reserves for the FinancialYear 2018-19.
Subsidiaries & Associates
The Company has 2 subsidiaries and 1 associates company as on March 312019 within themeaning of the Companies Act 2013 ("Act"). There has been no material change inthe nature of the business of the subsidiaries.
IKF Green Fuel Limited wholly-owned Subsidiary incorporated in India under theCompanies Act 1956 having Registered Office at Shillong Meghalaya.
IKF Telecom Inc. A Company organized under the laws of Delaware U.S.A.
IKF Insurance Marketing Limited an Indian Associate incorporated in India underCompanies Act 1956 having Registered office at Kolkata West Bengal.
The Board of Director reviewed the affairs of the Subsidiaries and Associates Company.Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with therules made there under a statement containing the salient features of the financialstatements of our Subsidiaries and Associates in the Form AOC-1 is annexed as Annexure-Iand form part of this Report.
The statement provides the details of performance and financial position of each of theSubsidiaries and Associates.
Management's Discussion and Analysis Report
In terms of provisions of Regulation 34 Listing Regulations the Management Discussionand Analysis is set out separately in this Annual Report.
Corporate Governance aims at creating ethical value that is not only profitable for thebusiness but also aims at enhancing an organization's brand and reputation. Your Companyis committed to achieve highest standards of Corporate Governance and adheres to theCorporate Governance requirements set out by the Securities and Exchange Board of India(SEBI). A separate section on Corporate Governance as followed by your Company and asstipulated under SEBI LODR Companies Act 2013 and relevant rules made there under formspart of this Annual Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of the Corporate Governance is attached to thisAnnual Report.
Your Company has embedded in the organization a Risk Management Framework which wouldenable timely identification of risks assessment and evaluation of the same in line withthe overall objectives and set adequate mitigation strategy. The Risk Management Frameworkis reviewed by the Board and Risk Management Committee on a periodical basis to overseethat all the critical risk areas that the organization faces have been identified andassessed and there is an adequate risk management.
Significant & Material Orders Passed by the Regulators
During the year no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.
Board of Directors and Key Managerial Personnel Appointment of Director and KeyManagerial Personnel
Ms. Padmasri Turlapati and Mr. Purna Chandra Rao Kesan Palli were appointed asadditional and Independent Directors with effect from October 29 2018. Dipti Pandey wasappointed as an additional and Independent Director with effect from August 17 2018. Aresolution seeking shareholders' approval for their appointment forms a part of theNotice.
Mr. Rohit Laxman Paradhe was appointed as an Additional Director (Executive) witheffect from February 13 2019 and resigned from the Board w.e.f April 10 2019.
Ms. Diprani Thakur resigned from post of Secretary of the Company w.e.f. April 19 2018and Ms. Priyanka Chowdhary was appointed as Company Secretary w.e.f. April 20 2018.Further Ms. Priyanka Chowdhary resigned from post of Secretary of the Company w.e.f.November 10 2018 and Ms. Rani Didwani was appointed as Company Secretary w.e.f. March 152019.
Mr. Arun Kumar Agarwal resigned from the post of Chief Financial Officer of the Companyw.ef. November 21 2018 and Mr. Manpreet Singh Grewal was appointed as CFO of yourCompany with effect from January 12019. As per provisions of Section 203 of the CompaniesAct 2013 he was also been appointed as Whole- Time Key Managerial Personnel of theCompany.
Your Board recommended re-appointment of Mr. Sunil Kumar Goyal as a Whole-timeDirector liable to retire by rotation of the Company for a period of five years witheffect from May 30 2018 to May 29 2023. A resolution seeking shareholders' approval forhis re-appointment as Whole-time Director forms a part of the Notice.
Retirement and Re-Appointment
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Sunil Kumar Goyal Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible have offered himself for reappointment.
Committees of the Board
The Board of Directors of your Company had constituted Five committees for bestCorporate Governance Practices and in compliance with the provisions of the Companies Act2013 and SEBI LODR comprising of Audit Committee Nomination and Remuneration CommitteeManagement Committee Risk management Committee and the Stakeholders RelationshipCommittee. A detailed note on composition of these Committees including number ofmeetings held and attendance during the financial year have been disclosed separately inthe Corporate Governance Report section of this Annual Report.
Number of meetings of the Board
Meetings of the Board of Directors are scheduled at regular intervals to discussdecide and approve on various business policies strategies financial performance andother matters. The schedule of the meeting are circulated in advance to ensure properparticipation of the Directors in the Meeting. The Board of Directors met Five timesduring the financial year 2018-19. The intervening gap between the two consecutivemeetings did not exceed one hundred and twenty days as prescribed under Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Detailsof the meetings and attendance of the Board of Directors held during the Financial Year2018-19 are disclosed in Corporate Governance Report which forms part of Annual Report.
Performance Evaluation of the Board its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations the Board in consultation with its Nomination & Remuneration Committeehas formulated a framework containing inter-alia the criteria for performance evaluationof the entire Board of the Company its Committees and individual Directors includingIndependent Directors. The framework is monitored reviewed and updated by the Board inconsultation with the Nomination and Remuneration Committee based on need and newcompliance requirements. The annual performance evaluation of the Board its Committeesand each Director has been carried out for the financial year 2018- 19 in accordance withthe framework. The Detail of Boards and Committee is presented in a separate section asCorporate Governance in this Annual Report.
Statement on Declaration of Independent Director
All the Independent Directors have given a declaration that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 read with therules made there under and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015.
Related Party Transactions
All the related party transactions as defined under Sec 188 of the Companies Act 2013and Regulation 23 of the SEBI Listing Regulations and entered during the financial yearwere in the ordinary course of business and on arms length basis. There were nosignificant material transactions entered with the related parties which were in conflictwith the interest of the Company. Particulars of Contracts or arrangements made withRelated Parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 is appended as Annexure-II in this Boards Report.
Policy on Director's Appointment and Remuneration
The policy of the Company on appointment and remuneration of Directors as formulated byNomination and Remuneration Committee is annexed as Annexure-III in this reportwhich includes criteria for determining qualifications positive attributes independenceof directors and remuneration for the directors and other perspective as laid down undersection 178 of the Companies Act 2013 and SEBI LODR Regulations 2015. As per the actthe Company should have optimum combination of executive and non-executive directors withat least one woman director. As on 31st March 2019 the Board consists of 4 Directors ofwhich 3 are Non-Executive Directors including one woman independent director.
Directors' Responsibility Statement
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;
b) That they had selected such accounting policies and applied them consistently andmade judgements 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 and loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That they had prepared the annual accounts on a going concern basis;
e) That they had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Company has not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as on the balance sheet closure date.
Particulars of Loans Advances Guarantees and Investments
Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments are provided in this Audited Financial Statementforms part of this Annual.
M/s Agarwal Viswanath & Associates Chartered Accountants were appointed asStatutory Auditors from the conclusion of 18th AGM till the 23rd AGMto be held in the year 2022.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
Explanation to Auditor's Comments
The Notes on Financial Statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report containany qualification reservation adverse remarks or disclaimer.
Pursuant to Section 138 of the Companies Act 2013 your Company has appointed M/s V SGoyal & Associates Chartered Accountants as Internal Auditor of the Company w.e.f 14thSeptember 2018 to conduct internal audit of the functions and activities of the Company.
The provisions of Section 148 of the Companies Act 2013 doesnot apply to the Companyand hence no cost Auditors are appointed.
Secretarial Audit for the financial year 2018-19 was conducted by Mr Arvind BajpaiCompany secretary (C.P no. 11186) as required under section 204 of the Companies Act2013 read with relevant Rules made there under. The Secretarial Audit Report for FY2018-19 is annexed herewith as Annexure-4. The Report does not contain anyqualification or adverse remarks.
Particulars of Employees
In terms of the provisions of Section 197(2) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time there are no employees who have drawn remuneration in excess ofthe limits set out in the said rules.
Corporate Social Responsibility
The provisions of Corporate Social Responsibility in terms of Section 135 of theCompanies Act 2013 and doesnot applies to Company but the Company being a CorporateCitizen accepts its responsibility towards society at large.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings And Outgo
The relevant information as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are given in Annexure-Vto the Board's Report.
Disclosure under The Sexual Harassment Of Women at Workplace (Prevention ProhibitionAnd Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. IKF has established suitable mechanisms to ensure issues related to sexualharassment are effectively addressed. IKF believes in providing favorable workingenvironment devoid of discrimination and harassment. Sexual harassment is a form ofmisconduct that undermines the employment relationship Sexual harassment at the work placeor other than work place if involving employees is a grave offence and is thereforepunishable. During the year under review no complaints were reported to the Board.
Code of Conduct for Prevention of Insider Trading:
Code of Conduct for the prevention of Insider Trading is in accordance with therequirement specified in the SEBI (Prohibition of Insider Trading) Regulation 2015 andthe Board has adopted the same. The details of the Code of Conduct for the prevention ofInsider Trading is also available at on the website of the Company atwww.ikf-technologies.com.
Whistle Blower Policy
The Company has implemented whistle blower policy/vigil mechanism as envisaged inCompanies Act 2013 and SEBI LODR to enable directors employees and stakeholders reportabout any wrongful conduct unethical/illegal practices or that could have grave impact onthe operations and performance of the business of the Company or any other matter thatmight cause financial/non-financial loss to the director/employee of the Company or mightimpact their goodwill. The details of the Whistle Blower Policy are provided in theCorporate Governance Report and is also available at on the website of the Company atwww.ikf-technologies.com.
INTERNAL FINANCIAL CONTROL
The Company has Internal Financial Control framework commensurate with the size scaleand complexity of its operations. The framework has been designed to provide reasonableassurance with respect to recording and providing reliable financial and operationalinformation complying with applicable laws safeguarding assets from unauthorized useexecuting transactions with proper authorization and ensuring compliance with corporatepolicies. The controls based on the prevailing business conditions and processes havebeen tested during the year and no reportable material weakness in the design oreffectiveness was observed.
Extracts of the Annual Return
An extract of the annual return as provided under subsection 3 of Section 92 and inline with Section 134(3)(a) of the Companies Act 2013 MGT-9 has been annexed to theDirector's Report as Annexure-VI.
During the year there was no change in the Company's issued subscribed and paid-upequity share capital.
Buy Back Of Securities
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees.
Your directors take this opportunity to express their deep and sincere gratitude toshareholders customers dealers agents Suppliers investors bankers for theircontinued support and faith during the year. Your Directors place on record a deep senseof appreciation for the commitment shown by the employees at all levels whose contributionwas significant to the growth of the Company. Your directors also thank for the valuableguidance and support given by the Government of India various State GovernmentDepartments Ministry of Corporate Affairs Income Tax Authority and all other regulatoryauthorities for their assistance and co-operation during the year and look forward for thesame in the future.