Kings Infra Ventures Limited.
The Directors have pleasure in submitting their 31st Annual Report on thebusiness and operations of the Company audited Ind AS financial statements for thefinancial year ended 31st March 2019 along with comparative Financial Statements for thefinancial year 2017-18.
|Particulars ||2018-19 (In Rs.) ||2017-18 (In Rs.) |
|Revenue from Operations ||335140619.52 ||95800099.06 |
|Other Income ||1051696.69 ||918458.33 |
|Total Revenue ||336192316.21 ||96718557.39 |
|Total Expense ||311371287.48 ||88513872.72 |
|Profit before Interest Depreciation and Tax ||38452768.07 ||12394516.88 |
|Finance Cost ||7391777.50 ||3853009.00 |
|Depreciation and Amortization ||565268.83 ||336823.21 |
|Profit (Loss) before Tax ||24821028.73 ||8204684.67 |
|Profit (Loss) after Tax ||11823707.21 ||6010108.25 |
|Other comprehensive income/ (loss) (net of tax expenses) ||--- ||--- |
|Total comprehensive (loss)/income for the period ||11823707.21 ||6010108.25 |
REVIEW OF OPERATIONS
During the financial year 2018-19 your Company has registered a growth in revenue fromoperations. Revenue from operations for financial year March 31 2019 stood at Rs.335140619.52/- as against Rs. 95800099.06/- in the previous year which shows anincrease in revenue of Rs.239340520.46/-. After providing for depreciation and taxationof Rs.565268.83/- & Rs.12997321.52/- respectively the total comprehensive incomeof the Company for the period is Rs.11823707.21/-
It is relevant to note that there were no material changes and commitments that go toaffect the financial position of your Company during or in between the end of thefinancial year 31-03-2019 and the date of this report.
TRANSFER TO RESERVES
It is to be noted that no amount was transferred to the reserves during the financialyear ended 31st March 2019.
As you are aware your Company is on the throes of a major expansion anddiversification process. Your company recently launched the country's first sustainabletraceable quality-certified (STQC) hub in Tuticorin in Tamil Nadu. Your Company plans toexpand this hub to different parts of the country and it is also in the process of settingup an aquaculture parkin Tuticorin in a sprawling 125 acres. Your company is also gearedup to set up a Research and Testing Centre in Tuticorin besides expanding its operationsto Gujarat where it is expected to play a key role in boosting the State's shrimp culture.All these activities demand considerable outlay of funds towards creation ofinfrastructure pursuing R&D activities and bringing about newer technologies forbetter yield and improved profits. In view of this and the proposal under considerationyour Directors do not recommend payment of dividend for the year ended March 31 2019.
You would be delighted to notice that your company has not accepted any deposits frompublic and as such no amount on account of principal or interest on deposits from publicwas outstanding as on the date of the balance sheet.
UNSECURED LOAN FROM DIRECTORS
The details of unsecured loan(s) from Directors of the Company for the period underreview are as follows;
|Sl.No ||Name of Director ||2018-19 ||2017-18 ||Additions/ Reductions |
|1 ||Shaji Baby John ||43570705.21 ||45697871.21 ||(2127166) |
|2 ||Baby John Shaji ||5900000.00 ||- ||5900000.00 |
| ||TOTAL ||44160705.21 ||45697871.21 || |
SUBSIDIARIES JOINT VENTURES & ASSOCIATES
This is to confirm that your Company does not have any subsidiary joint ventures orassociate companies.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act 2013 yourDirectors confirm that:-
a) In the preparation of the Annual Accounts your Company has followed applicableaccounting standards and it is also important to note that there have been no materialdepartures.
b) The Board was consistent enough to select and apply such accounting policies thatthey allowed it to make judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company at the end of thefinancial year and of the profit it earned for that year.
c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 tosafeguard the assets of your Company and to prevent and detect any fraud and other type ofirregularities.
d) They have prepared the annual accounts on a going concern basis.
e) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls were not only adequate but they were also ineffective operation
f) They devised proper systems that were adequate and effectively operational to ensurecompliance with the provisions of all applicable laws.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shaji Baby John Chairman & Managing Director Mr. Baby John Shaji JointManaging Director & CFO Mr. Balagopalan Veliyath Whole time Director Mr. AjithlalCompany Secretary & Compliance Officer are the Whole-time Key Managerial Personnel ofthe Company. Ms. Meera Cyriac Company Secretary & Compliance Officer has vacated heroffice as the Whole-time KMP on 22nd February 2019. Mr.Ajithlal pursuant tothe recommendation of NRC was appointed as Company Secretary & Compliance Officer tofill the vacancy caused by the resignation of Ms. Meera Cyriac with effect from February23 2019.
Further no other Director has been appointed or has retired or resigned during theyear.
Mrs. Rita Shaji John Non - Executive Director retires by rotation at the ensuingAnnual General Meeting and being eligible offered herself for re-appointment. The Boardrecommends her appointment.
The Board further sought the approval of shareholders at the Annual General Meeting forreappointment of independent Non-Executive Directors Mr.Narayanan Pillai Rajendran andMr.Rathina Asokan who hold office till September 26 2019 and are eligible forre-appointment for a second term of 5 years.
The Board further considered the declarations given by independent Directors underSection 149 (6) and the Company's policy on Directors' appointment and remuneration thatinclude criteria for determining qualifications positive attributes and independence of aDirector. The Board besides making a self-evaluation of its performance also went into theperformance showcased by its committees and individual Directors. No Director wasdisqualified under Section 164 of the Companies Act 2013.
MEETINGS OF THE BOARD
7 (Seven) meetings of the Board of Directors were held during the year. Details ofBoard meetings are included in Corporate Governance Report.
M/s. Elias George and Co Chartered Accountants(FR No. 000801S) Kochi were appointedas the Auditors of the Company at the Annual General Meeting held on 23rdSeptember 2017 to hold office for a period of 5 consecutive years. Necessary certificatehas been obtained from the Auditors as per Section 139(1) of the Companies Act 2013. TheAuditor's observations are suitably explained in notes to the Accounts and areself-explanatory.
The Auditors' Report for the financial year ended March 31 2019 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of section 143(12) ofthe Companies Act 2013 the Statutory Auditors have not reported any incident of fraud tothe Audit Committee during the period under review.
The Board has appointed Mr. G Porselvam Practicing Company Secretary as theSecretarial Auditor of your Company to conduct Secretarial Audit for the financial year2018-19. The secretarial audit report on the compliance of the applicable Acts LawsRules Regulations Guidelines Listing Agreement Standards etc. as stipulated by Section204 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this report as Annexure - A. The findingsof the audit have been satisfactory.
About 28.31% of the paid up equity share capital of the Company are held by the publicshareholders. The category-wise shareholdings are reported in the "Extract of AnnualReturn" forming part of the annual report.
LISTING AND DEMATERIALISATION
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd.Shareholders are requested to convert their holdings to dematerialized form to derive itsbenefits by availing the demat facility provided by NSDL and CDSL at the earliest.Effecting transfer in Physical Form is not allowed from December 5 2018.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return (Form MGT-9) pursuant to Section 92 of Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 is annexedherewith as Annexure - B.
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report.
RELATED PARTY TRANSACTIONS
All transactions entered with related parties during the year under review are on arm'slength basis and in the ordinary course of business. There were no materially significantrelated party transactions which could have had a potential conflict with the interests ofthe Company.
The Company had not entered into any other contract/ arrangement/transaction withrelated parties which could be considered material as per Listing Agreement with StockExchanges during the reporting period. Other than the transactions for which approvalswere sought there are no materially significant related party transactions during theyear made by the Company with Promoters Directors Key Managerial Personnel or otherDesignated Persons. Accordingly AOC-2 is not applicable to the Company
The Board of Directors as recommended by the Audit Committee have adopted a policy toregulate transactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules thereunder and the ListingAgreement. This Policy has been uploaded on the website of the Company. There has been nochange in the policy since the last fiscal year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INFLOW & OUTFLOW
Pursuant to provisions of Section 134(3)(m) & Rule 8(3)(A) of Companies (Accounts)Rules 2014 the details of energy conservation technology absorption and foreign exchangeearnings and outgo has been given below.
(a) Conservation of energy & Technology absorption
Your Company continues its efforts to improve energy conservation and utilization mostefficiently to nurture and preserve the environment and to exploit all its avenues toadopt latest technology in its operations by resorting to sustainable business practicesthat are globally acceptable.
(b) Foreign exchange earnings and Outgo
Export Revenue constituted 77.2 percent of the total revenue from operations of theCompany The Foreign Exchange earned in terms of actual inflows during the year:Rs.258783813.10
The Foreign Exchange outgo during the year in terms of actual outflows: Rs.317998.00.
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.
It is a matter delight to record here that your Company has been selected as the'Company of the Year' by Silicon India a leading business enterprises and industriesmagazine. This reinforces the belief that your Company chasing its dreams and ambitions ison the right track.
None of the employees is in receipt of remuneration in excess of the limit laid downunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. The information required pursuant to Section 197 of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company and Directors are annexed as Annexure -G and forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not come within the purview of Corporate Social Responsibility.
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.
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.
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.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL 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 web linkhttp://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 as 'AnnexureC' which forms part of this Report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fee for the year 2019-20 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.
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 place on record their gratitude to Bankers Share TransferAgents Auditors Customers Suppliers and Regulatory Authorities for their timely andvaluable assistance and support. The Board values and appreciates the professionalismcommitment and dedication displayed by employees at all levels. Your Directors arethankful to the shareholders for their continued support and confidence.
| || |
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 || || |
|14/08/2019 || || |
(Annexure-C to Board Report)
A. Details pertaining to Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended by Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016
1. The Ratio of the Remuneration of each Director to the Median Remuneration of theEmployees of the Company For the Financial Year 2018-2019:
|Executive Director ||Ratio of Median Remuneration |
|Shaji Baby John ||0.000* |
|Baby John Shaji ||6.660 |
|Balagopalan Veliyath ||4.179 |
** Nomination and Remuneration Committee approved the request of Managing Director towaive his right to receive salary from November 2016 onwards.
2. The percentage increase in remuneration of each Director Managing Director ChiefFinancial Officer and Company Secretary in the Financial year :-
|Name ||Designation ||% of increase |
|Shaji Baby John ||Managing Director ||Nil** |
|Baby John Shaji ||Joint- Managing Director ||73% |
|Balagopalan Veliyath ||Whole-Time Director ||14% |
|Meera Cyriac & Ajithlal ||Company Secretary ||Nil |
** Nomination and Remuneration Committee approved the request of Managing Director towaive his right to receive salary from November 2016 onwards.
3. The percentage increase in the Median Remuneration of Employees in the FinancialYear 2018-2019
The percentage increase in the median remuneration of employees during the year is16.63%.
4. The number of permanent employees on the rolls of Company is 17 as on 31st March2019.
5. Average percentile increase already made in the salaries of employees other than theManagerial Personnel in the last Financial Year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
Average percentage increase made in salaries of employees other than ManagerialPersonnel in Financial Year 2018-19 was 16.63 %. Percentage increase in the managerialremuneration for the year has been given above.
2. Affirmation that the remuneration is as per the Remuneration Policy of the Company
It is affirmed that the remuneration paid to the Directors Key Managerial Personneland Senior Management is as per the Remuneration Policy of the Company.
3. No employee's remuneration for the year 2018-19 exceeded the remuneration of any ofthe Directors.
4. Company's performance has been provided in the Board Report which forms part of theAnnual Report.
B. None of the employees whether employed for the part of the year or for full yearduring the year 2018-2019 was drawing remuneration exceeding the limits as laid down u/s197 (12) of the Companies Act 2013 read with Rules 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managing Personnel) Rules 2014 as amended by Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Shaji Baby John |
| ||Chairman & Managing Director |
|Kochi ||DIN: 01018603 |
|14/08/2019 || |