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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
OPEN 0.28
PREVIOUS CLOSE 0.27
VOLUME 600
52-Week high 0.63
52-Week low 0.27
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.27
Sell Qty 22810.00
OPEN 0.28
CLOSE 0.27
VOLUME 600
52-Week high 0.63
52-Week low 0.27
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.27
Sell Qty 22810.00

IKF Technologies Ltd. (IKFTECHNOLOG) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 19th Annual Report and the auditedFinancial Statements for the financial year ended March 31 2018.

1. Financial Performance

The summarized standalone results of your Company is given in the table below.

(Rs. in ‘000)

Financial Year ended
Particulars Standalone
31/03/2018 31/03/2017
Revenue From Operations 401375 578401
Other Income 9443 9897
Total Income 410818 588298
Total Expenses 407221 616428
Profit/ (Loss) before Exceptional items & Tax 3596 (28130)
Less: Tax Expenses 1064 3318
Profit After Tax 2532 (31449)
Other Comprehensive Income/(Loss) (250626) (85684)
Total Comprehensive Income/(Loss) for the year (248093) (117132)
Earning per Share: Basic & Diluted 0.006 (0.073)

*previous year figures have been regrouped/rearranged wherever necessary.

Overview of Company Performance

Your Company has reported income from operations of Rs 4108.17 lacs in the FinancialYear 17-18 as compared to Rs 5882.98 Lacs in the Financial Year 16-17. The EPS forFinancial Year 2018 stood at 0.006 as compared to (0.073) for Financial Year 2017. YourCompany has been making focused efforts to balance cost Wealth Maximization. Costeffectiveness has been a key pillar of your Company and will continue and intensify thethrust on cost effectiveness in the coming year as well.

Indian Accounting Standards (Ind As)

The financial statements have been prepared in accordance with Indian AccountingStandards ("Ind AS") as prescribed under Section 133 of the Companies Act 2013read with rule 7 of The Companies (Accounts ) rules 2014. Indian Generally AcceptedAccounting Principles (GAAP) has been replaced by Ind AS. Accordingly your Company hasadopted Indian Accounting Standards ("Ind AS") from 1st April 2017 and thisfinancial results alongwith the comparatives have been prepared in accordance with therecognition and measurement principles stated therein prescribed under

Section 133 of the Companies Act 2013 Read with relevant rules issued there under andthe other accounting principles generally accepted in India. The financial statements forthe year ended 31st March 2017 have been restated to comply with the IND AS to make themcomparable. Indian Accounting Standards shall also be applicable to subsidiary companiesjoint ventures or associates of the Company.

Consolidated Financial Results

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.

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 2018.

No amount was proposed to be carried to any of the reserves for the Financial Year2017-18.

Subsidiaries & Associates

The Board of Director reviewed the affairs of the Subsidiaries and Associates Company.In accordance with the provisions of Section 129(3) of the Companies Act 2013 read withthe rules 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. IKF Green Fuel Limited Whole Time Subsidiaryincorporated in India under the Companies Act 1956 having Registered Office at ShillongMeghalaya.

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.

Management's Discussion and Analysis Report

In terms of Provisions of Regulation 34 of (Listing Obligations and DisclosureRequirements) Regulation 2015 ("SEBI LODR") the Management Discussion andAnalysis report is set out Separately in this Annual Report.

Corporate Governance

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 the Annual Report. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of the Corporate Governance is attached to theAnnual Report.

Risk Management

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 mechanism in place capable of addressingthose risks.

Board of Directors & Key Managerial Personnel

Appointment of Director and Key Managerial Personnel

During the year 2017-2018 Mr. Ajay Raina and Mr. Manoj Rungta were appointed as anAdditional Director on 27th May 2017 thereafter in the AGM held on 31.08.2017 Mr. ManojRungta was appointed as an Independent Director and Mr. Ajay Raina resigned due to lack ofvotes.

Ms. Diprani Thakur was appointed as Company Secretary and Compliance Officer of yourCompany. As per provisions of Section 203 of the Companies Act 2013 she has also beenappointed as Whole-Time Key Managerial Personnel of the Company.

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 re-appointment.

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 Four timesduring the financial year 2017-18. 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 Year2017-18 are disclosed in Corporate Governance Report which form 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 2017- 18 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 2018 the Board consists of 4 Directors ofwhich 3 are Non-Executive Directors including one woman independent director.

Share Capital

During the year there was no change in the Company's issued subscribed and paid-upequity share capital.

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.

Deposits

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 section186 of Companies Act2013 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 Annual Report in the CorporateGovernance Part.

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 M/s. Mandawewala & Co.Chartered Accountants (Firm Registration No. 322130E) were appointed as StatutoryAuditors of the Company at the Annual General meeting held on 26th July 2013 subject toratification at each Annual General Meeting. However M/s. Mandawewala & Co. videtheir letter dated 28th July 2017 had resigned from the office of Statutory Auditors ofthe Company due to certain unavoidable circumstances resulting in casual vacancy in theoffice of the Auditor. Therefore M/s Agarwal Viswanath & Associates CharteredAccountants were appointed in the Annual General Meeting held on 31st August 2017 asStatutory Auditors of the Company from the conclusion of 18th AGM till the 22nd AGM to beheld in the year 2022.

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 does notcontain any qualification reservation adverse remarks or disclaimer.

Internal Auditor

M/S RASB & Co Chartered Accountant was appointed as the Internal Auditor of theCompany in the Board Meeting held on 11th February 2017 and resigned with effect from10th November 2017. Pursuant to Section 138 of the Companies Act 2013 your Company hasappointed M/s Gupta Pardeep & Company Chartered Accountants as Internal Auditor ofthe Company to conduct internal audit of the functions and activities of the Company.

Cost Auditor

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost Auditors are appointed.

Secretarial Auditor

Secretarial Audit for the financial year 2017-18 was conducted by M/s. PK Pal &Associates Company secretaries (C.P. no. 8425) as required under section 204 of theCompanies Act 2013 read with relevant Rules made there under. The Secretarial AuditReport for FY 2017-18 is annexed herewith as Annexure-IV. The Report does notcontain any qualification reservation 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 does not 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 at www.ikftech.in.

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 impacton the 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 at www.ikftech.in.

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.

Acknowledgments

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.

For and Behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date: 28th July 2018 Chairman
Place: Kolkata DIN: 00550933

AOC-1

Statement Containing Salient Features of the Financial Statement ofSubsidiaries/Associate Companies/ Joint Ventures

Part "A": Subsidiaries

Name of the Subsidiary IKF Green Fuel Ltd. IKF Telecom Inc.
(IN ‘000)
1. Reporting period for the subsidiary concerned if different from the holding company's reporting period 01.04.2017 To 31.03.2018 01.01.2017 To 31.12.2017
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. INR USD 68.66
3. Share Capital 309736.96 65
4. Reserves & Surplus 25872.85 57
5. Total Assets 390324.08 122
6. Total Liabilities 390324.08 122
7. Investments - -
8. Turnover 1045.40 -
9. Profit Before Taxation 50.92 -
10. Provision for Taxation - -
11. Profit After Taxation 50.92 -
12. Proposed Dividend - -
13. % of Shareholding 99.93% 100.00%

The following information shall be furnished:-

1. Names of subsidiaries which are yet to commence operations : NIL

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Name of Associates/Joint Ventures IKF Insurance Marketing Ltd. (Associate Company)
1. Latest audited Balance Sheet Date 31-03-2018
Shares of Associate/Joint Ventures held by the company on the year end (31-03-2018) 25000
2. Amount of Investment in Associates/Joint Venture ` 250000
Extend of Holding % 44.64%
3. Description of how there is significant influence By Shareholding
4. Reason why the associate/joint venture is not consolidated Investment is for temporary purpose
5. Net worth attributable to Shareholding as per latest Audited Balance Sheet Profit / Loss for the year ` 259500
6. i. Considered in Consolidation
ii. Not Considered in Consolidation

The following information shall be furnished:-

1. Names of associates or joint ventures which are yet to commence operations: Nil.

2. Names of associates or joint ventures which have been liquidated or sold during theyear: Nil

For and on behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date : 28th July 2018 Chairman
Place : Kolkata DIN: 00550933

Annexure II

Form No. AOC-2

Disclosure of Particulars of Contracts/Arrangements entered into by the Company withRelated Parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:

Name of Related Party and nature of relationship Nature of contract/ arrangements/ transactions Duration of contract/ arrangements/ transactions Silent features of contract/ arrangements/ transactions including the value if any. Justification for entering into such contracts or arrangements or transactions Date of Approval by Board Amount paid as advance if any Date on which the special resolution was passed in the general meeting as require under section 188(1)

NIL

2. Details of material contracts or arrangement or transactions at arm's length basis.

Name of Related Party and nature of relationship Nature of contract/ arrangements/ transactions Duration of contract/arrangements/ transactions Silent features of contract/arrangements/transactions including the value if any. Date of Approval by Board Amount paid as advance if any
1. Sunil Kumar Goyal Remuneration - 1200000 Not Applicable Not Applicable

Note: All related party (s) transaction (s) are negotiated at arm's length basisand are intended further in the Company's interest

For and on behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date : 28th July 2018 Chairman
Place : Kolkata DIN: 00550933

Annexure III

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

In Pursuance of the Companies Act 2013 and the Listing Agreement with the StockExchange as per the requirements of SEBI (LODR) Regulations 2015 (earlier old listingagreement) the Company has formulated "Nomination and Remuneration Policy." Thispolicy on nomination and remuneration of Directors Key Managerial Personnel and SeniorManagement has been formulated by the Nomination and Remuneration Committee and approvedby the Board of Directors of the Company.

Remuneration to Managing Director / Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors

Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

Remuneration to Key Managerial Personnel and Senior Management

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.

b) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Key Managerial Personnel and SeniorManagement.

c) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

d) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management.

For and on behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date : 28th July 2018 Chairman
Place : Kolkata DIN: 00550933

Annexure V

Conservation of Energy Technology Absorption and Foreign Exchange Earnings And Outgo

Conservation of Energy Technology Absorption Foreign Exchanges Earning & Outgo:

The Information as per Section 134(3)(m) of the Companies Act 2013 read with relevantRules framed thereunder Conservation Of Energy Technology Absorption Foreign ExchangeEarnings & Outgo relating to the Financial year ended 31st March 2018 is as follows:

A. Conservation of energy:

Your Company is engaged in service providing sector. The guidelines on the subject arenot applicable to it. However as a responsible corporate citizen your Company is fullyconcerned and committed as regards its responsibility for Environmental Protection.

The steps taken or impact on conservation of energy:.

i. Switching off machines/ equipment when not in use.

ii. Switching off lights in areas not having adequate activity byregrouping/repositioning the activity so that there will not be any wastage of energy.iii. Monitoring of utilization of energy.

B. Technology absorption Adaptation and Innovation:

Our efforts in the area of technology absorption adoption and innovation are based onour own efforts in R&D. They include improvement in yield and quality efficacyimprovement of processes and development of new processes with validation studies. YourCompany's main line of activity is providing Information Technology and Internet EnabledServices. There is no usage of any particular technology or process. Hence the question oftechnology absorption does not arise. The Company has not imported any technology for itsdevelopment work.

C. Foreign exchange earnings and Outgo-

Foreign Exchange Earnings & Outgo are provided in the Notes forming part of theAccounts.

For and on behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date : 28th July 2018 Chairman
Place : Kolkata DIN: 00550933