Kings Infra Ventures Limited.
The Directors have pleasure in submitting their 32nd Annual Report on thebusiness and operations of the Company audited Ind AS financial statements for thefinancial year ended 31st March 2020 along with comparative Financial Statements for thefinancial year 2018-19.
|Particulars ||2019-20 (In Rs.) ||2018-19 (In Rs.) |
|Revenue from Operations ||331417008.04 ||335140619.52 |
|Other Income ||5131675.42 ||1051696.69 |
|Total Revenue ||336548683.46 ||336192316.21 |
|Total Expense ||327982143.96 ||317551659.48 |
|Profit before Interest Depreciation and Tax ||31171963.86 ||26597703.06 |
|Finance Cost ||22102823.00 ||7391777.50 |
|Depreciation and Amortization ||502600.88 ||565268.83 |
|Profit (Loss) before Tax ||8566539.49 ||18640656.73 |
|Profit (Loss) after Tax ||3877963.19 ||11823707.21 |
|Other comprehensive income/ (loss) (net of tax expenses) ||--- ||--- |
|Total comprehensive (loss)/income for the period ||3877963.19 ||11823707.21 |
REVIEW OF OPERATIONS
During the financial year 2019-20 the total turnover of your Company stood at331417008.04.Your Company witnessed a marginal decline of 1.11% in turnover from that ofthe previous year. Revenue from operations for financial year March 31 2020 stood at Rs.336548683.46/-There is an increase in the total revenue by Rs.356367.25 from that ofthe previous year. After providing for depreciation and taxation of Rs.502600.88/- &Rs.4688576.30/- respectively the total comprehensive income of the Company for theperiod is Rs.3877963.19/-.
The Management Discussion and Analysis Section focuses on your Company's strategies forgrowth and the performance review of the businesses/operations in depth.
There were no material changes and commitments to affect the financial position of theCompany in between the end of the financial year on 31-03-2020 and the date of thisreport.
TRANSFER TO RESERVES
It is to be noted that no amount was transferred to the reserves during the financialyear ended 31st March 2020.
As a part of COVID-19 strategy it has been decided to focus and develop the JapaneseMiddle East and European Union markets and divert at least 50% of the current suppliesfrom the Chinese market. Your Company has also stepped into domestic marketing by startingits domestic vertical with a B2B platform 'King Fresh' to cater the domestic marketsegment in the country in order to counter the impact of the COVID-19 pandemic in globalmarkets. Your Company has entered into agreement with one of the Fortune 500 Japanesetechnology Companies for introducing precision aquaculture utilizing AI and IOT solution.All these activities continues to gain traction after the lockdown restrictions wererelaxed.
Since considerable outlay of funds are required for all these activities to navigatethrough the current market situation your Directors do not recommend payment of dividendfor the year ended March 31 2020.
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 ||2019-20 ||2018-19 ||Additions/ Reductions |
|1 ||Shaji Baby John ||34949702.04 ||43570705.21 ||(8621003.17) |
|2 ||Baby John Shaji ||511370.00 ||5900000.00 ||(78630.00) |
|3 ||Rita Shaji John ||6422888.76 ||-- ||-- |
| ||TOTAL ||41883960.80 ||45697871.21 || |
SUBSIDIARIES JOINT VENTURES & ASSOCIATES
This is to confirm that your Company does not have any subsidiary joint ventures orassociate companies.
CONVENING ANNUAL GENERAL MEETING THROUGH AUDIO VISUAL MEANS
Considering the present COVID-19 pandemic the Ministry of Corporate Affairs ('MCA')has vide its General Circular No. 20/2020 dated 5th May 2020 read with General CircularNo. 14/2020 dated 8th April 2020; General Circular No. 17/2020 dated 13th April 2020(collectively referred to as 'MCA Circulars') and other applicable circulars issued by theSecurities and Exchange Board of India ('SEBI') permitted convening the Annual GeneralMeeting through Video Conference (VC)/Other Audio Visual Means (OAVM) without thephysical presence of the Members at a common venue. In compliance with the MCA Circularsapplicable provisions of the Companies Act 2013 and Listing Regulations the 32ndAnnual General Meeting of your Company will be convened and conducted through VC/OAVM.
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 in effectiveoperation.
(f) They devised proper systems that were adequate and effectively operational toensure
compliance 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. The term of appointment of Mr. Shaji Baby John expired on 31stMay 2020.He was reappointed by the Board of Directors for 5 years with effect from 1stJune2020 subject to the approval of the members at the ensuing AGM.
Mr. Alexander John Joseph Independent Director holds office till 27th December 2020and is eligible for re-appointment for a second term of 5 years. Keeping in view Mr.Alexander John Joseph's rich and varied experience the Board is of the opinion that itwould be in the interest of the Company to reappoint him as Non-Executive IndependentDirector of the Company for a period of 5 years with effect from 28th December2020.
Further no other director was appointed nor anyone retired or resigned during thefinancial year 2019-20.
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.
Mrs. Rita Shaji John Non-Executive Director resigned from the Board of Directors witheffect from 28.07.2020 due to personal reasons. Mrs. Jyothi Maniyamma Vazhappallil wasappointed as the Additional Director Non-Executive Woman Director with effect from28.07.2020.She was re-designated as Additional Director (Independent Woman Director) inthe Board meeting held on September 7th 2020 considering her independentstatus.
Mr. Chundezhom Karunakara Panicker Gopalan Nair (DIN: 02662315) was appointed asAdditional Director (Non-Executive and Non-Independent) of the Company in the boardmeeting held on 07th September 2020who shall hold office upto the conclusionof this Annual General Meeting.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments affecting the financial position ofyour Company which have occurred between the end of the financial year i.e. 31 March. 2020to which the Financial Statements relate and the date of the report
MEETINGS OF THE BOARD
Six (6) meetings of the Board of Directors were held during the year. Details of Boardmeetings 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 September 23 2017 tohold office for a period of 5 consecutive years. Necessary certificate has been obtainedfrom the Auditors as per Section 139 (1) of the Companies Act 2013. The Auditor'sobservations are suitably explained in notes to the accounts and are self-explanatory.
The Auditors' Report for the financial year ended March 31 2020 does not contain anyqualification reservation or adverse remark. Pursuant to provisions of section 143 (12)of the Companies Act 2013 the Statutory Auditors have not reported any incident of fraudto the 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 year2019-20. 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 is 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. Itwould be valid to note that effecting transfer in Physical Form is not allowed fromDecember 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 did not enter into any other contract/ arrangement/transaction with relatedparties that could be considered material as per Listing Agreement with Stock Exchangesduring the reporting period. Other the transactions for which approvals were sought forthe Company also did not make any related-party-transactions that are materiallysignificant with promoters directors key managerial personnel or other designatedpersons during the year. Accordingly AOC-2 is not applicable to the Company.
There were no transactions with any person or entity belonging to the promoter/promotergroup relating which hold(s) 10% or more shareholding in the Company.
The Board of Directors as recommended by the Audit Committee has 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 andforeign exchange earnings and outgo have 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
The Foreign Exchange earned in terms of actual inflows during the year:
The Foreign Exchange outgo during the year in terms of actual outflows: NA.
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.
Your Company has entered into proof of concept agreement with M/s. NEC CorporationJapan for precision aquaculture of Vannamei Shrimps.
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.
ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES
During FY 2019-20 your Company has taken approval of the Board and Shareholders forthe issue of Secured Non-Convertible Debentures of Rs.25 Crore to meet the ongoing fundingrequirements for expansion of seafood processing facilities redevelopment and expansionof aquaculture facilities infrastructure for food production marketing exports andother business operations of the Company .The Company had issued 9050 debentures with aface value of Rs.1000 aggregating to Rs.9050000 on 22.06.2020.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The Company has not given any loans guarantees or investments under the provisions ofSection 186 of the Companies Act 2013.
BUSINESS RISK MANAGEMENT
The details of Risk Management Policy are included in the Management Discussion &Analysis which form 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 form 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 reenactmentfor 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.
IMPACT OF COVID-19 ON BUSINESS
The rapid increase in COVID-19 cases across the country has forced Government toimplement stringent measures across the country. Your Company considering the safety andwellbeing of all the employees and their families has enabled work from home facility forsustained operations. The operations of factory at Tuticorin have been resumed from themid of May 2020 after relaxations announced by Government of India .The timely supportfrom the Bankers and Government helped the Company to resume its operations. Based on theGovernment guidelines to prevent importation of infection in workplace your Company hasimplemented preventive and response measures to be observed to reduce the risk ofinfection with COVID-19.
Your Company has reworked strategies for the export markets in the wake of thispandemic. It has been decided to focus and develop the Japanese Middle East and EuropeanUnion markets and divert at least 50% of the current supplies from the Chinese market.Even though US is the biggest market the Company proposes to first stabilize the exportsto the Japanese ME and EU markets before entering the US market.
The Company now proposes to enter the Domestic Market as there exists a big opportunityto develop this segment for premium quality seafood in institutional packs as well asretail packs both for Institutional customers as well as retail customers. The Company hasmade arrangements to start its domestic vertical with a B2B platform 'King Fresh' and hasstarted getting orders from the domestic market.
The timely support from Government Banks and the proactive measures adopted by theCompany as mentioned above will help the Company to overcome the adverse impact of theCovid-19 pandemic.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the annual listing fee for the year 2020-21 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 carried out an annual evaluation of its own performance Boardcommittees 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 its structure its effectivenessinformation and functioning.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as 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 issues to bediscussed meaningful and constructive contribution and inputs during meetings etc. Inaddition the Chairman was also evaluated on the key aspects of his role.
The performance of non-independent directors the board as a whole and the Chairman wasevaluated by the Independent Directors taking into account the views of executivedirectors and non-executive directors.
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 is not applicable since there are 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 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 anddematerialization 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.
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31/03/2020 [Pursuant to Section 204(1) of the CompaniesAct 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules2014]
M/S. KINGS INFRA VENTURES LIMITED
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/S. Kings Infra VenturesLimited; (hereinafter called the Company)
(CIN:L05000KL1987PLC004913) Secretarial Audit was conducted in a manner that providedme a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.
Based on my verification of the M./s. KINGS INFRA VENTURES LIMITED books papersminute books forms and returns filed and other records maintained by the Company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period covering the financial year ended on31/03/2020 has complied with the statutory provisions listed hereunder and also that theCompany has proper Board- processes and compliance- mechanism in place to the extent inthe manner and subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. KINGS INFRA VENTURES LIMITED for the financial year ended on31/03/2020 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
The Company has duly complied with the procedure laid under The Companies Act 2013 andforms returns in this connection have been duly filed and there are no adverse remarksor qualification in this aspect.
(ii) The Securities Contracts (Regulation) Act 1956 (SCRA') and the rules made
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011.
b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;
c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d) The Securities and Exchange Board of India (Share based Employees Benefits )Regulations 2014
e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g) The SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
(vi) As informed to me the following other Laws specifically applicable to the Company
a. Factories Act 1948
b. Industrial dispute Act 1947
c. The Employees' Provident Funds and Miscellaneous Provisions Act 1952
d. Employees' State Insurance Act 1948
e. Shop & Establishment Act 1948
f. The Code on Wages 2019
g. The Payment of Gratuity Act 1972
h. The Contract Labour (Regulation and Abolition) Act 1970
i. The Maternity benefit Act 1961
j. The Child Labour Prohibition and Regulation Act 1986
k. The Industrial Employment (Standing Order) Act 1946
l. The Employee Compensation Act 1923
m. The Apprentices Act 1961
I have also examined compliance with the applicable provisions of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of
(ii) The Regulation 17(8) of SEBI (LODR) Regulation 2015 entered into by the
Company with Bombay Stock Exchange of India Limited;
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
The Company has duly complied with the various provisions contained in the Act; thereare no remarks as on date of issue of the report.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Independent Directors and Women Director.There is no change in the composition of the Board of Directors during the Financial Yearunder review.
Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting member's views if any arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period there were no specific events/ actions inpursuance of the above referred laws rules regulation guidelines etc having a majorbearing on the companies affairs.
|Place : Cochin ||Signature: Sd/- |
|Date : 07/09/2020 ||Name : G.Porselvam |
| ||C P No : 3187 |
| ||UDIN : A009322B000673964 |