Kings Infra Ventures Limited.
The Directors have pleasure in submitting their 30th Annual Report on thebusiness and operations of the Company audited Ind AS financial statements for thefinancial year ended 31st March 2018 along with comparative Financial Statements for thefinancial year 2016-17 and opening Ind AS transition Balance Sheet as on 1stApril 2016.
The Company has adopted the Indian Accounting Standards notified under the Companies(Indian Accounting Standards) Rules 2015 with effect from April 1 2017. FinancialStatements for the financial year 2016-17 have been restated to conform to Ind AS. Thefollowing table shows the operational results of the Company for the year 2017-18 ascompared to that of the previous year.
|Particulars ||2017-18(In Rs.) ||2016-17(In Rs.) |
|Revenue from Operations ||95800099.06 ||94083166.59 |
|Other Income ||918458.33 ||526053.54 |
|Total Revenue ||96718557.39 ||94609220.13 |
|Total Expense ||88513872.72 ||89616088.97 |
|Profit before Interest Depreciation and Tax ||8204684.67 ||4993131.16 |
|Financial Cost ||3853009.00 ||3266813.87 |
|Depreciation and Amortization ||336823.21 ||202067.90 |
|Profit (Loss) before Tax ||8204684.67 ||4993131.16 |
|Profit (Loss) after Tax ||6010108.25 ||3734781.64 |
|Other comprehensive income/ (loss) (net of tax expenses) || || |
|Total comprehensive (loss)/income for the period ||6010108.25 ||3734781.64 |
REVIEW OF OPERATIONS
FY 2017-18 was a challenging fiscal for the Company. The Company has addressed variousissues on regulatory developments like implementation of GST Ind AS etc.
Revenue for Financial Year March 31 2018 stood at Rs. 9671855739/- as against Rs.94609220.13/- in the previous year which shows an increase in revenue of Rs.2109337.26/-. After providing for depreciation and taxation of Rs. 336823.21/- &Rs.2194576.42/- respectively the total comprehensive income of the Company for theperiod is Rs. 6010108.25/-
There were no material changes and commitments to affect the financial position of thecompany in between the end of the financial year on 31-03-2018 and the date of thisreport.
TRANSFER TO RESERVES
No amount was transferred to the reserves during the financial year ended 31stMarch2018.
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 2018.
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
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 the applicable Accounting Standards havebeen followed and that there are no material departures.
(b) Selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit of theCompany for that year.
(c) Taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof your Company and for preventing and detecting fraud and other irregularities.
(d) Prepared the Annual Accounts on a going concern basis.
(e) Had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
(f) Devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
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 and Ms. MeeraCyriac Company Secretary & Compliance Officer of the Company are the Whole-time KeyManagerial Personnel of the Company. Mr. Sooraj K Company Secretary & ComplianceOffice has vacated his office as the Whole-time KMP on 30th September 2017.Ms.MeeraCyriac was appointed to fill the vacancy caused by the resignation of Mr. Sooraj K witheffect from November 1 2017.
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 offer herself for re-appointment. The Boardrecommends her appointment.
The Board re-appointed Mr. Baby John Shaji as Joint Managing Director(&CFO) for aterm of 5 years w.e.f. 29.10.2018 subject to the approval of the members of the Company atthe ensuing Annual General Meeting.
The Board sought for Shareholders approval who has already attained 75 years on08.08.2013 and attained 80 years on 08.08.2018 to continue his directorship subject to theapproval of the shareholders at the ensuing Annual General Meeting.
The Board has considered the declarations given by independent directors under Section149 (6) and the Company s policy on directors appointment and remuneration includingcriteria for determining qualifications positive attributes and independence of adirector. The Board has annually evaluated the performance of the Board its committeesand individual directors. None of the Directors is disqualified under Section 164 of theCompanies Act 2013.
MEETINGS OF THE BOARD
8 (Eight) 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. The Auditor s observations are suitably explained in notes to theAccounts and are self-explanatory.
The Auditors Report for the financial year ended March 31 2018 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 during the period under 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 year2017-18. 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 . Thefindings of 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.
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
There were no materially significant related party transactions which could have had apotential conflict with the interests of the 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. Further there are no materially significantrelated party transactions during the year made by the Company with Promoters DirectorsKey Managerial Personnel or other Designated Persons.
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.
However the company has entered following related party transactions and sought forshare holders approval in the Extra Ordinary General Meeting held on 28thMarch 2018.
a. Kings Infra Ventures Limited will avail job working services for processing ofaquaculture and seafood products for distribution and export from the processing plantbelonging to Kings International Limited by entering a processing agreement for Job workfor Aquaculture and seafood products subject to an amount of Rs. 5 Crore on annual basis.
b. The Company has proposed to enter into a "Business Takeover Agreement"with M/s. SBJ Holdings to acquire the business of aquaculture and allied businesses of thelatter on a going concern basis other than that stated elsewhere in Business TakeoverAgreement on the Business Takeover Date i.e on 4th May 2018 on the terms and subject tothe conditions set forth in the said Agreement. Parties has proposed to accept andacknowledge that Business Takeover is on a slump sale basis and for a net considerationnot exceeding Rs. 3.5 Crores (Rupees Three Crore Fifty Lakhs Only) and the Business shallvest in the Company from the Business Takeover Date i.e on 4th May 2018.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE INFLOW & OUTFLOW
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.
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.
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 Disclosure Requirements) Regulations 2015 (including anystatutory modification (s) or re-enactment for 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 as Annexure-Cwhich forms part of this Report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fee for the year 2018-19 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 || |
|10/08/2018 || |