Mar 31, 2016
Some believe in the power of numbers. Some believe in the power of technology. We believe in the power of people. - by the Board of Directors
Dear Members.
The Board of Directors (ââBoardâ) hereby submits the report of the business and operations of your Company (âthe Companyâ or âIKF Technologies Limitedâ), along with the Audited Financial Statements, for the financial year ended March 31, 2016.
1. Financial Performance
The summarized standalone results of your Company is given in the table below. (Rs. in Lakh)
Financial Year ended |
||
Particulars |
Standalone |
|
31/03/2016 |
31/03/2015* |
|
Total Income |
6206.45 |
4739.40 |
Profit/(loss) before Interest, Depreciation & Tax (EBITDA) |
551.93 |
417.64 |
Finance Charges |
78.78 |
54.42 |
Depreciation |
353.92 |
247.88 |
Provision for Income Tax (including for earlier years) |
44.59 |
0.92 |
Net Profit/(Loss) After Tax |
74.64 |
114.42 |
Profit/(Loss) brought forward from previous year |
1619.73 |
1596.86 |
Amount transferred consequent to change in Depreciation |
0.00 |
(91.55) |
Profit/(Loss) carried to Balance Sheet |
1694.37 |
1619.73 |
âprevious year figures have been regrouped/rearranged wherever necessary.
2. State of Companyâs Affairs :
The highlights of the Companyâs performance are as under:
0 Total Revenue from Operations increased by 30.53% to Rs. 6147.87 Lakhs 0 Profit Before Tax marginally increased by 3.37% to Rs. 119.23 Lakhs.
3. Transfer to Reserves :
The Company has not transferred any amount to general reserves during the financial year ended 31st March, 2016.
4. Liquidity :
We continue to maintain sufficient cash to meet our strategic objective.
5. Particulars of Loans, guarantee or Investment:
Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual report.
6. Fixed Deposits:
We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
During the year under report your Company has not accepted any Fixed Deposit under section 73 of the Companies Act, 2013 as such; no amount of principle or interest was outstanding as of the balance sheet date.
7. Particulars of Contracts or Arrangements with Related Parties:
The Particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meeting of Board and its Powers) rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at armsâ length basis and details has been mentioned in AOC-2 and marked as Appendix-I.3 8. Managementâs Discussion and Analysis Report:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managementâs discussion and analysis is presented in a separate section forming part of the Annual Report.
9. Subsidiaries, Joint Ventures and Associate Companies:
During the year under review, no Company ceased to be Companyâs Subsidiary, Associate or Joint Venture Company. The Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries during the year. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure II to the Board Report. The statement also provides the details of performance and financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.ikf-technologies.com. These documents will be available for inspection during business hours at our registered office at Kolkata, India.
Further, brief about the business of the each of the Subsidiaries, Associates and joint venture are given hereunder:-
a. IKF Green Fuel Ltd. - Indian WOS
A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Shilling (Meghalaya).
b. IKF Technologies Pty. Ltd. - Foreign WOS
A Company organized under the laws of South Africa.
c. IKF Telecom Inc. - Foreign WOS
A Company organized under the laws of Delaware, U.S.A.
d. Biofel Fze - Foreign WOS
A Company organized under Hamriyah Free Zone Authority, U.A.E.
e. IKF Insurance Marketing Ltd. (formerly known as IKF Salampuria Agrotech Ltd.) - Indian Associate
A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Kolkata.
10. Human Resources:
The Human Resource is important asset of the Company. For growth of employees, Company organizes training sessions, various other programs to boost the morale of employees and appreciate them from time to time for their performance. Management communicates with employees on regular basis through various modes and including internal portal. The Company has maintained cordial relationship with the employees.
The Internal Complaints Committee had been constituted pursuant to the Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for protection against sexual harassment of women at work place.
11. Talent Hunt:
During the financial year under review, we launched various innovative programs to search the talent to create valuable resources for the organization. Our employees can enhance their skills to gain exposure while delivering value.
12. Education, Training and Assessment:
Learning and Education are the integral part of IKF. To enhance the innovation quotient among the workforce, we conduct various programs, which train individuals in an empathetic, customer-centric mode of problem-fining and problem-resolving.
13. Particulars of Employees:
In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee drew remuneration in excess of the limit set out in the said rules. Annexure III.
14. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders value ethically and sustainably. We believe sound corporate governance is essential criteria to enhance and retain investorâs reliance. We always seek to ensure that our performance is driven by integrity. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
15. Number of Meetings of the Board:
The Board met four times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
16. Policy on Directorsâ Appointment and Remuneration:
The Board consists of four members, one of whom is executive or whole-time director and three are independent directors. Board consists of appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.
The policy on Directors Nomination and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the website of the Company. There has been no change in the policy since last financial year.
17. Declaration by Independent Directors:
Mr. N. V. Simhadri, Mr. Umesh Bhat, and Ms. Nidhi Sharma are Independent Directors on the Board of your Company. The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, and in the opinion of the Board and as confirmed by these Directors they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. Board Evaluation:
As mandated under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board shall review and monitor the Board evaluation framework. The Board evaluates various parameters such as Decision -making, relationship with stakeholders, Company performance and strategy, checking Board and committeeâs effective working etc.
The Companies Act, 2013 says that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent director shall be done by the entire Board, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole has been conducted. The Board approved the evaluation results as collated by the nomination and remuneration committee.
19. Code of Conduct for Prevention of Insider Trading:
Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the Board has adopted the same. The Insider Trading Policy of the Company explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation of norms. The Insider Trading Policy is also available on the website of the Company.
20. Listing Agreement:
The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which become effective from December 1, 2015 by replacing existing Listing Agreement. The Company entered into new Listing Agreement with Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited during December 2015.
21. Familiarization Programme for Independent Directors
On their appointment, Independent Directors are familiarized about the Companyâs operations and businesses. Interaction with the Business Heads and key executives of the Company is also Boardâs Report facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman & Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.
Our reputation for excellence and integrity earned through the consistent delivery of quality work and by adhering the highest standard of business conduct through principles of Corporate Governance continues to be our most valuable assets. As we position ourselves for the future and our standard of excellence, integrity and accountability will serve us well.
Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
23. Business Outlook
IT, ITES & Telecom & Education sectors are expected to grow tremendously in 2016-17. Global IT & ITES spending will accelerate during 2016-17. We place significant emphasis on collaborative spirit, unrelenting dedication towards our customers, expert thinking and high standards of corporate governance. Our endeavor is to create success for our customers through innovative working by happy people at workplace.
With centers franchisee all over India, we offer ITES Call Centre, BPO, IT Software, ISP Internet & VoIP Services etc., to our customers. We believe that our comprehensive portfolio of service offerings helps our customers achieve their key business objectives.
Your Company received good traction for its services and its expertise in chosen segments & continues to hold it in good stead. Your Company has also re-aligned its processes, updated services, enhanced offerings, upgraded brand image and continue to deliver superior value to its customers. Your Company today is much more focused and is executing better than a year ago.
24. Dividend
Your Directors feel that it is prudent to plough back the profits for long term growth objectives of the Company and hence, do not recommend any dividend for the year ended 31st March, 2016.
25. Directors and Key Managerial Personnel
During the year 2015-16, the following changes have occurred in the Directorships :
1. Mr. Pradeep Dutta, Executive Director has resigned from the office of directorship with effect from 15th October, 2015;
2. Mr. Santosh Chowdhury, who was appointed as a non-executive, Non-Independent Director has resigned from the post of Directorship with effect from 06th January, 2016.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. The Code of Independent directors for selection of Directors and determining Independent Director is followed.
In accordance with the provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. Sunil Kumar Goyal, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
26. Nomination and Remuneration Committee
Mr. Umesh Bhat is the Chairman and Mr. N. V. Simhadri, Ms. Nidhi Sharma are Members of the nomination and Remuneration Committee of the Company.
Remuneration Policy for Directors, Key Managerial Personnel & Senior Executive Personnel is attached herewith marked as Annexure III.
27. Consolidated Financial Statement
In accordance with the Companies Act, 2013 (âthe Actâ) and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.
28. Loan, Guarantee, Security & Investment:
The details of Loan, Guarantee, Security & Investment cover under the provisions of section 186 of the Companies Act, 2013 are given in the Financial Statements. During the year under review, No guarantee/ security in connection with a loan to anybody corporate or person has been given.
29. Listing:
During the year under review, the Company continued to remain listed on The Bombay Stock Exchange, Calcutta Stock
Exchange.
The Company has paid Annual Listing fees for year 2016-17 to the Bombay Stock Exchange, Calcutta Stock Exchange.
30. Capital
During the year, the Company has not allotted any Equity Share on rights/ preferential/ private placement basis. All Equity Shares of the Company ranks pari-passu in all respect.
The Company has not allotted any Preference Shares/ Debentures.
As on 31st March, 2016, the issued, subscribed and paid up share capital of your Company comprising 430,581,440 Equity shares of Re.1/- each.
31. Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (âthe Actâ) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure I.
32. Vigil mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Companyâs website www. ikf-technologies.com.
33. Corporate Social Responsibility
Provisions of the Companies Act, 2013 in regards of Corporate Social Responsibility (CSR) are not mandatorily apply on our Company, still Company follow it voluntarily. Details of CSR activities of the Company form part of this Annual Report.
34. Directorsâ Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31sr March, 2016 and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
35. Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions, if any, entered by the Company during the financial year 2015-16 with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material.
Your Directors draw attention of the members to Note (1B)(5) to the Financial Statement which sets out Related Party Disclosures.
36.. ; Statutory'' Auditors, their Report and Notes to Financial Statements
M/s. Mandawewala & Co. Chartered Accountants were appointed as Auditors of the Company for a period of five years from the conclusion of Annual General Meeting held on 19th September, 2014. As required under the provisions of Section 139 of the Act, 2013, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.
37. Cost Auditors:
The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors are appointed.
38. Secretarial audit
In terms of Section 204 of the Act and Rules made there under, Ms. Chanchal Sharma, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is self-explanatory and do not call for any further comments.
39. Risk Management Policy
In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
40. Audit Committee
The Audit Committee of the Company comprises three Independent Directors namely Mr. N. V. Simhadri as Chairman, Mr. Umesh Bhat and Ms. Nidhi Sharma as Members of the Committee. All the recommendations of the Audit Committee were accepted by the Board.
41. Significant and material orders passed by the Regulators/Courts/Tribunals
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations. However, Company received final order dated 20th April, 2015 from SEBI, where SEBI restricted the Company not to issue Equity Shares or any other instrument convertible into Equity Shares or any other Securities for a period of 10 years. Company has already undergone the prohibition for a period of approximately 4 years and 8 months and has filed Appeal before Securities Appellate Tribunal.
42. Internal Financial Controls
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
43. Meetings of the Board
Four Meetings of the Board of Directors were held during the year. For further details, please refer Corporate Governance Report of this Annual Report.
44. Transfer of Amount to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
45. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The Particulars relating to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure IV of the Report.
46. General Disclosures
Neither the CFO nor the CEO of the Company receives any remuneration or commission from subsidiary company viz. IKF Green Fuel Limited.
47. Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace ( Prevention, Prohibition & Redressal) Act, 2013. Your Directors further states that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & redressal) Act, 2013.
48. Acknowledgement
The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Companyâs Bank, financial institutions, mutual funds as well as from various Government bodies both at the centre and the State.
For and on behalf of the Board
IKF Technologies Limited
N. V. Simhadri
Date : 2nd July, 2016 Chairman
Place : Kolkata DIN: 00231683
Mar 31, 2015
Dear Members,
Some believe in the power of numbers. Some believe in the power of
technology. We believe in the power of people.
- by the Board of Directors
Dear Members,
The Board of Directors ("Board") of IKF Technologies Limited
("Company") with immense pleasure present their sixteenth report on the
business and operations of your Company for the financial year 2014-15.
This Report is being presented along with the audited financial
statements for the year.
1. Financial Performance
The summarized standalone results of your Company is given in the table
below.
(Rs. in '000)
Financial Year ended
Particulars Standalone
31/03/2015 31/03/2014*
Total Income 473,940 447,816
Profit/(loss) before Interest, 41,764 51,625
Depreciation & Tax (EBITDA)
Finance Charges 5,442 2,530
Depreciation 24,788 38,044
Provision for Income Tax 92 4,090
(including for earlier years)
Net Profit/(Loss) After Tax 11,442 6,961
Profit/(Loss) brought forward 159,686 152,725
from previous year
Amount transferred consequent to (9155) -
change in Depreciation
Profit/(Loss) carried to 161,973 159,686
Balance Sheet
*previous year figures have been regrouped/rearranged wherever
2. Results of Operation:
The highlights of the Company's performance are as under:
* Total Revenue from Operations increased by 5.83% to Rs. 47.39 Crores.
* Profit Before Tax marginally increased by 4.37% to Rs.1.15 Crores.
Profit After Tax stood at Rs. 1.14 Crores vis-a-vis Rs. 0.70 Crores
in the previous year, registering a growth of 64.37%.
3. The State of Company's Affairs
Our reputation for excellence and integrity earned through the
consistent delivery of quality work and by adhering the highest
standard of business conduct through principles of Corporate Governance
continues to be our most valuable assets. As we position ourselves for
the future and our standard of excellence, integrity and accountability
will serve us well. Further, no material events, commitment and
changes occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.
4. Business Outlook
IT, ITES & Telecom & Education sectors are expected to grow
tremendously in 2015-16. Global IT & ITES spending will accelerate
during 2015-16. We place significant emphasis on collaborative spirit,
unrelenting dedication towards our customers, expert thinking and high
standards of corporate governance. Our endeavor is to create success
for our customers through innovative working by happy people at
workplace.
With centers franchisee all over India, we offer ITES Call Centre, BPO,
Education, IT Software, ISP Internet VoIP Services etc to our
customers. We believe that our comprehensive portfolio of service
offerings helps our customers achieve their key business objectives.
Your Company received good traction for its services and its expertise
in chosen segments & continues to hold it in good stead. Your Company
has also re-aligned its processes, updated services, enhanced
offerings, upgraded brand image and continue to deliver superior value
to its customers. Your Company today is much more focused and is
executing better than a year ago.
5. Dividend
Your Directors feel that it is prudent to plough back the profits for
long term growth objectives of the Company and hence, do not recommend
any dividend for the year ended 31st March, 2015.
6. Directors and Key Managerial Personnel
In accordance with the provisions of section 160 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Pradeep Dutta,
Director retire by rotation at the forthcoming Annual General Meeting
(AGM) and being eligible, offer themselves for reappointment.
During the year, Mr. Umesh Bhat, Ms. Nidhi Sharma and Mr. N. V.
Simhadri have been designated as Independent Directors for 5
consecutive years for a term up to the conclusion of 20th AGM of the
Company in the calendar year 2019. The Company has received
declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of Independence as
prescribed under Section 149(6) of the Companies Act, 2013 and under
Clause 49 of the Listing Agreement with the Stock Exchange. The Code of
Independent directors for selection of Directors and determining
Independent Director is followed.
Further, Mr. Sunil Kumar Goyal have re-designated as Whole Time
Director of the Company by the Board w.e.f. 30th May, 2015. The
Company has received written notice from a Member proposing Mr. Sunil
Kumar Goyal for re-appointment as a Whole Time Director, an Executive
Director. Approval of Members are required at the ensuing 16th AGM of
the Company.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Board at its Board
Meeting dated 30th May, 2015 appointed Mr. Santosh Kumar Chawdary as
Additional Director of the Company, who shall hold office upto the date
of ensuing AGM. The Company has received written notice from a Member
proposing Mr. Santosh Kumar Chawdary for appointment as a Director and
approval of Members are required at the ensuing 16th AGM of the Company
in this regards.
Also, Ms. Lina Agarwal ceased to be Chief Financial Officer of the
Company w.e.f. 7th August, 2014 and Mr. Kamal Kishor Poddar has been
designated as Chief Financial Officer and Key Managerial Personnel
w.e.f. 8th August, 2014. Mr. Sunil Kumar Goyal is continuing as Chief
Executive Officer and has been designated as Key Managerial Personnel
w.e.f. 8th August, 2014.
Mr. Mohit Srivastava who was continuing as Company Secretary during the
FY 2014-15 and designated as Key Managerial Personnel w.e.f. 8th
August, 2014, ceased to be Company Secretary of the Company w.e.f. 30th
May, 2015. Board at its meeting dated 30th May, 2015 appointed Ms.
Archana Saboo as the Company Secretary & Compliance Officer of the
Company.
7. Nomination and Remuneration Committee
Mr. Umesh Bhat is the Chairman and Mr. N. V. Simhadri, Ms. Nidhi Sharma
are Members of the nomination and Remuneration Committee of the
Company.
Remuneration Policy for Directors, Key Managerial Personnel & Senior
Executive Personnel is attached herewith marked as Annexure III.
8. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
9. Consolidated Financial Statement
In accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements, the Audited
Consolidated Financial Statement is provided in the Annual Report.
10. Subsidiaries, Joint Ventures and Associate Companies
During the year under review, no Company became/ceased to be Company's
Subsidiary, Associate or Joint Venture Company.
Pursuant to the provisions of the Companies Act, 2013, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate company or companies
and joint venture or ventures is given as Annexure II.
Further, brief about the business of the each of the Subsidiaries,
Associates and joint venture are given hereunder:-
a. IKF Green Fuel Ltd. - Indian WOS
A Company incorporated in India under the Companies Act, 1956.
Registered Office is situated at Shillong (Meghalaya).
b. IKF Technologies Pty. Ltd. - Foreign WOS
A Company organized under the laws of South Africa.
c. IKF Telecom Inc. - Foreign WOS
A Company organized under the laws of Delaware, U.S.A.
d. Biofel Fze - Foreign WOS
A Company organized under Hamriyah Free Zone Authority, U.A.E.
e. IKF Salampuria Agrotech Ltd. - Indian Associate
A Company incorporated in India under the Companies Act, 1956.
Registered Office is situated at Kolkata.
11. Fixed Deposits:
During the year under report your Company has not accepted any Fixed
Deposit under section 73 of the Companies Act, 2013 as such; no amount
of principle or interest was outstanding as of the balance sheet date.
12. Loan, Guarantee,Security & Investment:
The details of Loan, Guarantee, Security & Investment cover under the
provisions of section 186 of the Companies Act, 2013 are given in the
Financial Statements. During the year under review, No guarantee/
security in connection with a loan to any body corporate or person has
been given.
13. Listing:
During the year under review, the Company continued to remain listed on
The Bombay Stock Exchange, Calcutta Stock Exchange.
Suspension in Trading in shares of the Company on Bombay Stock Exchange
(BSE) has been revoked with effect from 13th June, 2014.
The Company has paid Annual Listing fees for year 2014-15 to the Bombay
Stock Exchange, Calcutta Stock Exchange.
14. Capital
During the year, the Company has not allotted any Equity Share on
rights/ preferential/ private placement basis. All Equity Shares of the
Company ranks pari-passu in all respect.
The Company has not allotted any Preference Shares/ Debentures.
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company comprising 430,581,440 Equity shares of Rs.1/-
each.
15. Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of annual return is marked as Annexure I.
16. Vigil Mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee. The Policy on vigil mechanism may
be accessed on the Company's website www. ikf-technologies.com
17. Corporate Social Responsibility
Provisions of the Companies Act, 2013 in regards of Corporate Social
Responsibility (CSR) are not mandatorily apply on Company, still
Company follow it voluntarily. Details of CSR activities of the Company
form part of this Annual Report.
18. Directors Responsibility Statement:
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st
March, 2015, the applicable accounting standards had been followed
along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2015 and of the profit and loss of the
Company for that period;
(c) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
19. Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out
by SEBI. The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Annual Report. The
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance is attached to
the report on Corporate Governance.
20. Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions, if any, entered by the
Company during the financial year 2014-15 with related parties were in
the ordinary course of business and on an arm's length basis. During
the year, the Company has not entered into any contract / arrangement /
transaction with related parties which could be considered material.
Your Directors draw attention of the members to Note 6 to the Financial
Statement which sets out Related Party Disclosures.
21. Statutory Auditors, their Report and Notes to Financial Statements
In the last AGM held on September 19th, 2014, M/s. Mandawewala &
Associates, Chartered Accountants has been appointed Statutory Auditors
of the Company for a period of five years till the conclusion of 20th
AGM to be held in the year 2019. Ratification of appointment of
Statutory Auditors is being sought from the members of the Company at
the ensuing AGM.
Further, the report of the Auditors along with notes to Schedules is
enclosed to this report.
The Board of Directors expressed that "the Company is generally regular
in depositing undisputed statutory dues except for delay in certain
cases as qualified by Statutory Auditor.
The Management has taken due measures to avoid such delay in future.
However, Due to some temporary cash flow mismatch there has been delay
in payment of statutory dues."
22. Secretarial Audit
In terms of Section 204 of the Act and Rules made there under, Ms.
Chanchal Sharma, Practicing Company Secretary has been appointed as
Secretarial Auditor of the Company. The report of the Secretarial
Auditor is enclosed as Annexure V to this report. The report is
self-explanatory and does not call for any further comments.
23. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in human resouces, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
24. Risk Management Policy
In terms of the requirement of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically.
25. Declaration by Independent Directors
Mr. Umesh Bhat, Mr. N. V. Simhadri and Ms. Nidhi Sharma are Independent
Directors on the Board of your Company. In the opinion of the Board
and as confirmed by these Directors, they fulfils the conditions
specified in section 149 of the Act and the Rules made thereunder about
their status as IDs of the Company. Necessary declaration has been
obtained from all Independent Directors of the Company.
26. Audit Committee
The Audit Committee of the Company comprises three Independent
Directors namely Mr. N. V. Simhadri as Chairman , Mr. Umesh Bhat and
Ms. Nidhi Sharma as Members of the Committee. All the recommendations
of the Audit Committee were accepted by the Board.
27. Significant and material orders passed by the
Regulators/Courts/Tribunals
During the year under review, no significant and material orders were
passed by the regulators or courts or tribunals impacting the going
concern status and company's operations. However, Company received
final order dated 21st April, 2015 from SEBI, where SEBI restricted the
Company to issue Equity Shares or any other instrument convertable into
Equity Shares or any other Securies for a period of six years two
months. Company has filed Appeal before Securities Appellate Tribunal.
28. Internal Financial Controls
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company.
29. Meetings of the Board
Four Meetings of the Board of Directors were held during the year. For
further details, please refer Corporate Governance Report of this
Annual Report.
30. Transfer of Amount to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
31. Particulars of Employees
In terms of the provisions of the section 197(2) of the Companies Act,
2013 read with rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, none of the employee
drew remuneration in excess of the limit set out in the said rules.
32. Details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo
The particulars relating to the Conversion of Energy, Technology
Absorbtion, Foreign Exchange Earnings and Outgo, as required to be
disclosed under the Companies Act, 2013, are provided in Annexure IV of
the Report.
33. General Disclosures
Neither the CFO nor the CEO of the Company receive any remuneration or
commission from subsidiary company viz, IKF Green Fuel Limited.
Your Directors further state that during the year under review, there
was no case filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & redressal) Act, 2013.
34. Acknowledgement
Your Directors place on record their appreciation for Employees at all
levels, who have contributed to the growth and performance of your
Company for smooth functioning.
Your Directors take this opportunity to thank all the Investors,
Clients, Vendors, Bankers (Axis Bank Limited, UCO Bank Limited, ICICI
Bank Limited, Corporation Bank Limited, SBI Limited) of the Company for
their continued support.
Your Directors also wish to place on record their appreciation of the
contribution made by the business partners/ associates at all levels
and look forward to get their support in all future endeavors.
We also like to extend our thank for the committed services of our Key
Managerial Personnel, Senior Executive Personnel.
Your Directors also thank the Central and State Governments, and other
Regulatory, Statutory and Government authorities for their continued
support.
For and on behalf of the Board
IKF Technologies Limited
N. V. Simhadri
Date : 30th May, 2015 Chairman
Place : Kolkata DIN: 00231683
Mar 31, 2014
Dear Members,
The Directors are delighted to present the 15th Annual Report of our
Company along with the Audited Financial Accounts and Auditors Report
thereon for the year ended 31st March, 2014.
Financial Results
The performance of the Company for the financial year ended 31st March,
2014 is summarized below:
Particulars F.Y. 2013-14 F.Y. 2012-13
Rs. (Thousand) Rs. (Thousand)
Income from Operations 4,43,093 4,02,117
Other Income 4,723 2,896
Total Expenditure 4,36,765 3,94,958
Profit Before Exceptional 11,051 10,055
and Extraordinary item
and Taxes
Provision for Taxation 4,090 3,080
Net Profit 6,961 6,975
Equity Share Capital 4,30,581 4,30,581
1. Results of Operation:
Our reputation for excellence and integrity earned through the
consistent delivery of quality solutions and by adhering the highest
standard of business conduct through principles of Corporate Governance
continues to be our most valuable assets. As we position ourselves for
the future and our standard of excellence, integrity and accountability
will serve us well.
* Income from operations increased by 10.57% to Rs.4478.16 Lakhs.
* Profit Before Tax increased by 9.91% to Rs.110.51 Lakhs.
2. Dividend:
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and hence, do not recommend any dividend
for the year ended 31st March, 2014.
3. ISO Certificate:
As part of the Company''s commitment to its clients and quality
solutions, IKF is a 9001:2008 as well as a 27001:2005 ISO certified
Company.
4. Liquidity:
We continue to be debt-free and maintain sufficient cash to meet our
strategic objectives. Our cash generation during the year has been
healthy.
5. Management Discussion & Analysis :
Management Discussion & Analysis for the year under review, stipulated
under Clause 49 of the Listing Agreement with the Stock Exchange in
India, is presented in a separate section forming part of the Annual
Report.
6. Fixed Deposits:
During the year under report your Company has not accepted any Fixed
Deposit under section 73 of the Companies Act, 2013 as such; no amount
of principle or interest was outstanding as of the balance sheet date.
7. Listing:
During the year under review, the Company continued to remain listed on
The Bombay Stock Exchange, Calcutta Stock Exchange and Luxembourg Stock
Exchange.
Trading in shares of the Company on Bombay Stock Exchange (BSE) has
been resumed with effect from 13th June, 2014.
The Company has paid Annual Listing fees for year 2014-15 to the Bombay
Stock Exchange, Calcutta Stock Exchange.
8. Business:
Current business and consumer sentiments are expected to improve in
2014 and therefore, global IT & ITES spending to accelerate during
2014. We place significant emphasis on collaborative spirit,
unrelenting dedication towards our customers, expert thinking and high
standards of corporate governance. Our endeavor is to create success
for our customers through innovative solutions delivered by happy
people at workplace.
With delivery centers in India and overseas, we offer IT Software,
Produce, Consulting, Custom Application Development, ITES Call Centre,
BPO, Medical Transcription, ISP Internet Service VoIP Services etc. to
our customers. We believe that our comprehensive portfolio of service
offerings helps our customers achieve their key business objectives.
Your Company received good traction for its services and its expertise
in chosen segments & continues to hold it in good stead. Your Company
has also re-aligned its processes, updated services, enhanced
offerings, upgraded brand image and continue to deliver superior value
to its customers. Your Company today is much more focused and is
executing better than a year ago.
9. Board Committees:
The details of various Committees of the Board are provided in the
Corporate Governance Report.
10. Consolidated Financial Statement:
In accordance with AS - 21 on Consolidated Financial Statement, the
Audited Consolidated Financial Statement is provided in the Annual
Report.
11. Disclosure as per Listing Agreement Clause 32:
The Cash Flow Statement in accordance with the Accounting Standard Cash
Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.
12. Subsidiaries:
The Ministry of Corporate Affairs, Central Government vide its Circular
No. 5/12/2007-CLJII dated 8th February, 2011 has granted general
exemption from attaching the Balance Sheet and Profit and Loss Account
and schedules forming part thereof and other Reports.
Your Board at their meeting held in 25th April, 2014 have given their
consent for not attaching, inter alia, the balance sheet, profit and
loss account and other relevant reports and statements of its
subsidiary companies to the balance sheet of your Company as on 31st
March, 2014 Those who is interested in obtaining such information, may
write to the Company Secretary at the Registered Office of the Company.
The Annual Reports 2014 of the Subsidiary Companies will also be kept
for inspection at the Registered Office of the Company and Subsidiary
Company''s Registered Office between 10.30 a.m. to 12.30 p.m. on any
working day.
13. People:
The total number of employees as at March 31,2014 was approx 6500 as
against 6,000 as at March 31, 2013. During the year under review, your
Company has focused on people engagement practices, career aspirations
management and innovative practices in learning and development and
compensation, which have all employees in favour of retention of our
talent.
Your Company''s multiple-award winning HR practices and great work
environment helped to attract and retain talent. Your Company''s People
Function works to align people''s interests to the business goals. This
creates a favorable environment and promotes innovation and merit. This
strong alignment of our people''s interests and business interests, led
the organization to achieve its objectives and thus create value for
people and customers. We have dedicated programs to help our people
build new skills and competencies which promote knowledge sharing,
building effective teams, etc., Your Company continues to innovate in
knowledge management to ensure that learning is captured & disseminated
across teams.
A future-ready organisation needs to continuously evaluate its
leadership capital. At different stages in an organization''s growth, we
need different caliber of leaders. The overall assessment showed us
where and how we must change, including critical gaps that must be
filled with new talent from outside.
14. Directors:
In accordance with the provisions of section 160 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Pradeep Dutta,
Director, who retires by rotation and offer himself for re-appointment.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Umesh Bhat was
appointed as an Additional Director designated as an Independent
Director w.e.f. 20th January, 2014 and he shall hold office upto the
date of ensuing Annual General Meeting. The Company has received
written notice from a member proposing Mr. Umesh Bhat for appointment
as an Independent Director.
As per the provisions of the Companies Act 2013, Mr. N. V. Simhadri and
Ms. Nidhi Sharma, Directors retire at the ensuing Annual General
Meeting. The Company has received written notice from a member
proposing Mr. N. V. Simhadri and Ms. Nidhi Sharma for appointment as an
Independent Directors for term of 5 years.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
Independence as prescribed under Section 149(6) of the Companies Act,
2013 and under Clause 49 of the Listing Agreement with the Stock
Exchange.
15. Directors Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that:
I. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there have been no material
departures from the same.
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2014 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. The Directors have prepared the annual accounts of the Company on
a going concern basis.
16. Auditors & Auditors'' Report:
The retiring Statutory Auditors, M/s. Mandawewala & Co., Chartered
Accountants, hold office until the conclusion of the fourthcoming
Annual General Meeting and they have confirmed their eligibility under
Section 141(3)(G) of the Companies Act, 2013 to the effect that they
are not disqualified and willingness to accept office and be
re-appointed as the Statutory Auditors of the Company till the
conclusion of 20th Annual General Meeting.
The Audit Committee and the Board of Directors recommend the
reappointment of Statutory Auditors, M/s. Mandawewala & Co., Chartered
Accountants, be re-appointed as the Statutory Auditors to hold office
until the conclusion of the 20th Annual General Meeting.
17. Boards Comment of Auditors'' Report:
Board''s comment on Auditors'' Report is given below:
i. The Company is generally regular in depositing undisputed Statutory
dues except for delay in certain cases as qualified by Statutory
Auditors.
ii. The Directors ans Senior Management has taken due measures to
avoid such delay in factore. Due to temparary cash flow mismatch there
has been delay in payment of Statutory dues.
18. Particulars of Employees:
Your Company has talented and dedicated professional employees to
achieve the Company''s goal. To retain and develop these employees,
human resources group has been working with an objective to enhance
employee competence through various initiatives and maximizing employee
contribution towards the organizational goals.
The Company has a number of initiatives to attract, retain and develop
talent in the organization. Some of them include the employee referral
scheme, internal job rotation, training and development programs etc.
The Board of Directors has been addressing the employees on periodic
basis to provide information on development of the Company and to
understand the concerns of the employees.
Further, in a knowledge based industry, your Company understands that
the employees are the main assets of the Company and it is necessary
that they feel challenged to use their intellectual skills to the best
of their abilities and add value to themselves even as they add value
to the Company. Thus to have an independent assessment of the work
environment, the efforts are approachable, appreciable which maintain
confidentiality and are able to guide decision making.
The Information required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended is not being furnished since there was no employee covered
under this section during the year, who was in receipt of remuneration
exceeding the prescribed limit.
Your directors also place on record their deep sense of appreciation of
the services of the staff and workers of the company, who have
contributed for the administration for the company''s affairs.
19. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The Particulars as prescribed under Subsection (1)(e) of section 217 of
the Companies Act 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are set
out in Annexure 1 to this Report.
20. Transfer of Amount to Investor Education and Protection Fund:
In terms of Section 205 of the Companies Act, 1956, the amount of Final
Dividend, 2007 remaining unclaimed and unpaid for a period of seven
years from the due date is required to be transferred to the Investor
Education & Protection Fund (IEPF) of Central Govt. on October, 2014.
The Ministry of Corporate Affairs (MCA) on 10th May, 2012 notified the
IEPF (Uploading of information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012 (IEPF Rules), which is applicable to
the Company. In terms of the said IEPF Rules, the Company has uploaded
the information in respect of the Unclaimed Dividend in respect of the
financial year 2007, as on the date of the 14th Annual General Meeting
(AGM) held on 26th July, 2013, on the website of the IEPF viz.
www.iepf.gov.in and under "Investors Section" on the Website of the
Company viz. www.ikf-technologies.com.
Members who are yet to claim/who have not encashed the said dividend
warrents, are requested to submit their claims immediately to the
Registrar & Share Transfer Agent, viz., Bigshare Services Pvt. Ltd or
to the Company.
21. Corporate governance & Code of Conduct:
A Good Corporate Governance aims to achieve balance between
shareholders'' interest and corporate goals by providing long term
vision for the business and establishing systems that help the Board of
Directors ("the Board") in understanding and monitoring risk at every
stage of corporate evolution process to enhance the trust and
confidence of the stakeholder without compromising with laws and
regulations.
Your company has complied with the provision of clause 49 of the
listing agreement relating to corporate governance and believes that
the initiatives on Corporate Governance will assist the management in
the efficient conduct of the business and in meeting its obligation to
all its stakeholders Declaration from all Directors and Management
Personnel has been taken, is presented in a separate section forming
part of the Annual Report.
22. Insider Trading Regulations:
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures are in force.
23. Green Initiative:
The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative
in the Corporate Governance" by allowing paperless compliances by the
Companies and has issued Circular No. 17/2011 dated 21st April, 2011
and Circular No. 18/2011 dated 29th April, 2011 permitting service of
notice/ documents by Companies to its Members through electronic mode.
As a responsible corporate citizen, your Company is supporting the
Green Initiative taken by the MCA since preceding financial year, as
this will reduce paper consumption to a great extent and allow the
members to contribute towards a greener environment. This will also
ensure prompt receipt of communication and avoid loss in postal
transit.
Like the previous year, this year too, we are publishing the statutory
disclosures in the print version of the Annual Report. Additional
Information are available on our website.
Electronic copies of Annual Report 2013-14 and Notice of 15th Annual
General Meeting are sent to all members whose email addresses are
registered with the Company/RTA/Depository Participant(s).
The Company is providing e-voting facility to all members to enable
them to cast their votes electronically on all resolution set forth in
the Notice. This is pursuant to section 108 of the Companies Act, 2013
and Rule 20 of the Company (Management and Administration) Rules 2014.
The instructions for e-voting is provided in the Notice.
24. Investor Services:
In compliance to the requirements of the newly inserted Clause 54 of
the Listing Agreement with Stock Exchanges, the Company has dedicated a
separate page for Investor Services in its website
www.ikf-technologies.com. This page contains prescribed particulars for
the information of the investors. The Company would keep on updating
these particulars as and when necessary.
25. Acknowledgement:
Your directors express sincere thanks to Axis Bank Limited, UCO Bank
Limited, ICICI Bank Limited, Corporation Bank Limited, SBI Limited and
various Stock Exchanges for their support and encouragement.
Your Directors take this opportunity to thank all Investors, Clients,
Vendors, Regulatory and Government Authorities, for their continued
support. Your Directors also wish to place on record their appreciation
of the contribution made by the business partners/associates at all
levels and look forward to get their support in all future endeavors.
The Board also wishes to place on record its appreciation & thank to
all the employees for their generous co-operation for smooth
functioning of your Company.
For & on behalf of the Board
Sd/-
N. V. Simhadri
Chairman
Date: 7th August, 2014
Place: Kolkata
Mar 31, 2013
Dear Members,
The Directors are pleased to present the 14* Annual Report of our
Company along with the Audited Financial Accounts and Auditors Report
thereon for the year ended 31" March, 2013.
Financial Results
The performance of the Company for the financial year ended 31s'' March,
2013 is summarized below:
Particulars FY. 2012-13 F.Y. 2011-12
Rs.(Thousand) Rs.(Thousand)
Income from Operations 4,02,116 3,37,509
Other Income 3,336 7,625
Total Expenditure 3,95,397 3,36,829
Profit Before Exceptional and 10,055 8,305
Extraordinary item and Taxes
Provision for Taxation 3,080 1,761
Net ProfitZ(Loss) 6,975 6,544
Equity Share Capital 4,30,581 4,30,581
1. Results of Operation:
Total Revenue in Financial Year 2012-13 is Rs. 4,021.16 lakhs. Our
reputation for excellence and integrity earned through the consistent
delivery of quality solutions and by adhering the highest standard of
business conduct through principles of Corporate Governance - continues
to be our most valuable assets. As we position ourselves for the future
and our standard of excellence, integrity and accountability will serve
us well,
2. Dividend
Your Directors feel that it is prudent to plough back the profits for
future growth of the Company and hence, do not recommend any dividend
for the year ended 31st March, 2013.
3. Management Discussion & Analysis & Corporate Governance Report:
Management Discussion & Analysis & Corporate Governance Report for the
year under review, stipulated under Clause 49 of the Listing Agreement
with the Stock Exchange in India, is presented in a separate section
forming part of the Annual Report.
4. Fixed Deposits:
During the year under report your Company has not accepted any Fixed
Deposit under section 58A of the Companies Act, 1956 as such; no amount
of principle or interest was outstanding as of the balance sheet date.
5. Listing:
During the year under review, the Company continued to remain listed on
The Bombay Stock Exchange, Calcutta Stock Exchange and Luxembourg Stock
Exchange.
The trading of shares of the Company is presently suspended at Bombay
Stock Exchange. The Company has applied for Revocation of suspension of
trading of shares on the Bombay Stock Exchange.
The Company has paid Annual Listing fees for year 2013-14 to the Bombay
Stock Exchange, Calcutta Stock Exchange and Annual Maintenance and
Listing Agency fees for year 2013-14 to Luxembourge Stock Exchange.
6. Financial Statements of Subsidiary Companies:
The Ministry of Corporate Affairs, Central Government vide its Circular
No. 5/12/2007-CL-lll dated 8111 February, 2011 has granted general
exemption under Section 212(8) of the Companies Act, 1956, from
attaching the Balance Sheet and Profit and Loss Account and schedules
forming part thereof and other Reports. Your Board at their meeting
held in 18th May, 2013 have given their consent for not attaching,
inter alia, the balance sheet, profit and loss account and other
relevant reports and statements of its subsidiary companies to the
balance sheet of your Company as on March 31st, 2013 and have also
agreed to comply with the conditions prescribed in the said Circular.
Accordingly, the Annual Reports 2013 of the Subsidiary Companies and
the related detailed information will be made available to the Holding
and Subsidiary Company''s shareholder, who is interested in obtaining
such information, may write to the Company Secretary at the Registered
Office of the Company, The Annual Reports 2013 of the Subsidiary
Companies will also be kept for inspection by any shareholder at the
Registered Offices of the Company and that of the Subsidiary Company''s
Office at 2nd Floor, Plot No, J-1/12, Block EP & GP, Sector-V, Salt
Lake, Kolkata- 700 091 between 09.30 a.m. to 12.30 p.m. on any working
day.
7. Directors:
In accordance with the provisions of Companies Act, 1956 and as per the
Articles of Association of the Company, Mr Nandipati Venkata Simhadri,
and Ms. Nidhi Sharma Directors, who retire by rotation and offer
themselves for re-appointment.
There has not been any change in the composition of the Board of
Directors.
8. Directors Responsibility Statement:
Pursuant to the requirement under Section 217{2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that:
I. In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there have been no material
departures from the same.
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2013 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. The Directors have prepared the annual accounts of the Company on a
going concern basis.
9. Statutory Auditors:
The Auditors, M/s. Mandawewala & Co., Chartered Accountants, hold
office until the conclusion of the forthcoming Annual General Meeting
and are recommended for re-appointment A letter from the auditors has
been received to the effect that their re-appointment, if made, would
be within the limits prescribed under Section 224(1B) of the Companies
Act, 1956 to the effect that they are not disqualified for such
re-appointment within the meaning of Section 226 of the said act.
Auditors'' report:
The Board''s clarifications to certain observations made in the Auditors
Report for the year under review are as mentioned below :
The Company is generally regular in depositing undisputed statutory
dues except for delay in certain cases as qualified by Statutory
Auditor
The Management has taken due measures to avoid such delay in future.
However, Due to some temporary cash flow mismatch there has been delay
in payment of statutory dues."
10. Disclosure as per Listing Agreement Clause 32
The cash flow statement in accordance with the Accounting Standard Cash
Flow Statement (AS-3) issued by ICAI is appended to this Annual Report.
Clause 43A
Your Company''s Shares are listed on the Bombay Stock Exchange, Calcutta
Stock Exchange and Luxembourg Stock Exchange.
11* Particulars of Employees
Your Company has talented and dedicated professional employees to
achieve the Company''s goal. To retain and develop these employees,
human resources group has been working with an objective to enhance
employee competence through various initiatives and maximizing employee
contribution towards the organizational goals.
The Company has a number of initiatives to attract, retain and develop
talent in the organization. Some of them include the employee referral
scheme, internal job rotation, training and development programs etc.
The Board of Directors has been addressing the employees on periodic
basis to provide information on development of the Company and to
understand the concerns of the employees.
Further, in a knowledge based industry, your Company understands that
the employees are the main assets of the Company and it is necessary
that they feel challenged to use their intellectual skills to the best
of their abilities and add value to themselves even as they add value
to the Company. Thus to have an independent assessment of the work
environment, the efforts are approachable, appreciable which maintain
confidentiality and are able to guide decision making.
The Information required under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended is not being furnished since there was no employee covered
under this section during the year, who was in receipt of remuneration
exceeding the prescribed limit
Your directors also place on record their deep sense of appreciation of
the services of the staff and workers of the company, who have
contributed for the administration for the company''s affairs,
12, Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo:
The Particulars as prescribed under Subsection (1)(e) of section 217 of
the Companies Act 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are set
out in Annexure 1 to this Report.
13, Corporate governance & Code of Conduct:
A Good Corporate Governance aims to achieve balance between
shareholders" interest and corporate goals by providing long term
vision for the business and establishing systems that help the Board of
Directors ("the Board"} in understanding and monitoring risk at every
stage of corporate evolution process to enhance the trust and
confidence of the stakeholder without compromising with laws and
regulations.
Your company has complied with the provision of clause 49 of the
listing agreement relating to corporate governance and believes that
the initiatives on Corporate Governance will assist the management in
the efficient conduct of the business and in meeting its obligation to
all its stakeholders,
14, Go Green Initiative:
The Ministry of Corporate Affiars ("MCA'''') has taken a "Green
Initiative in the Corporate Governance" by allowing paperless
compliances by the Companies and has issued Circular No. 17/2011 dated
21st April, 2011 and Circular No. 18/2011 dated 29th April, 2011
permitting service of notive/documents by Companies to its Members
through electronic mode in compliance of Section 53 of the Companies
Act, 1956,
As a responsible corporate citizen, your Company welcomes and supports
the Green Initiative taken by the MCA, as this will reduce paper
consumption to a great extent and alfow the members to contribute
towards a greener environment. This will also ensure prompt receipt of
communication and avoid loss in potal transit.
15- Investor Services:
In compliance to the requirements of the newly inserted Clause 54 of
the Listing Agreement with Stock Exchanges, the Company has dedicated a
separate page for Investor Services in its website
www.ikf-techno3ogies.com. This page contains prescribed particulars for
the information of the investors. The Company would keep on updating
these particulars as and when necessary.
16. Acknowledgement:
Your directors express sincere thanks to Axis Bank Limited, UCO Bank
Limited, ICICI Bank Limited, Corporation Bank Limited and various Stock
Exchanges for their support and encouragement,
Your Directors take this opportunity to thank all investors, clients,
vendors, regulatory and government authorities, for their continued
support. Your Directors also wish to place on record their appreciation
of the contribution made by the business partners/associates at all
levels.
The Board also wishes to place on record its appreciation & thank to
all the employees for their generous Co-operation for smooth
functioning of your Company,
For & on behalf of the Board
Sd/-
N. V. Simhadri
Chairman
Date: 18* May, 2013
Place: Kolkata
Mar 31, 2012
The Directors are pleased to present the Thirteenth Annual Report
together with the Audited Financial Accounts and Auditors Report
thereon for the year ended 31st March, 2012.
Financial Results
The performance of the Company for the financial year ended 31st March
2012 is summarized below :
Particulars F.Y. 2011-12 F.Y. 2010-11
Rs.(thousand) Rs.(thousand)
Income from Operations 3,38,864 6,02,108
Other Income 7,625 22,283
Total Expenditure 3,38,184 5,58,521
Profit Before Exceptional
and Extraordinary item
and Taxes 8,305 65,870
Provision for Taxation 1,761 10,043
Net Profit/(Loss) 6,544 55,827
Equity Share Capital 4,306 4,306
1. Results of Operation :
Total income in Financial Year 2011-12 is Rs 3,464.89 Lacs. Our
reputation for excellence and integrity à earned through the consistent
delivery of quality solutions and by adhering the highest standard of
business conduct through principles of Corporate Governance à continues
to be our most valuable assets. As we position ourselves for the future
and our standard of excellence, integrity and accountability will serve
us well.
2. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review,
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
3. Fixed Deposits :
During the year under report your Company has not accepted any Fixed
Deposit under section 58A of the Companies Act, 1956 as such; no amount
of principle or interest was outstanding as of the balance sheet date.
4. Listing :
During the year under review, the Company continued to remain listed on
The Bombay Stock Exchange, Calcutta Stock Exchange and Luxembourg Stock
Exchange.
5. Financial Statements
Subsidiary Companies :
As per Section 212 of the Companies Act, 1956, your Company is required
to attach the Directors' Report, Balance Sheet and Profit and Loss
Account of the subsidiaries to its Balance Sheet. Your Directors
believe that the audited consolidated accounts present a full and fair
picture of the state of affairs and financial conditions of the Company
and its subsidiaries. In terms of the Circular No. 2/2011 dated
February 8, 2011 issued by the Ministry of Corporate Affairs,
Government of India, a general exemption has been granted from the
compliance of Section 212 of the Companies Act, 1956, requiring holding
companies to attach with their balance sheet, a copy of the balance
sheet, profit and loss account and other documents of each of its
subsidiaries, provided that the Board of Directors of such companies
have given consent, by way of a resolution, for not attaching the
Accounts & Reports of the subsidiary companies concerned with the
balance sheet of the Company and that the conditions prescribed in the
said Circular are complied with. Your Board at their meeting held in
July, 2012 have given their consent for not attaching, inter alia, the
balance sheet, profit and loss account and other relevant reports and
statements of its subsidiary companies to the balance sheet of your
Company as on March 31st, 2012 and have also agreed to comply with the
conditions prescribed in the said Circular.
In view of the above Circular, the balance sheet, profit and loss
account and other documents and statements of the subsidiaries have not
been attached to the Balance Sheet as on March 31st, 2012 of your
Company. The Annual Reports-2012 of the subsidiaries will be made
available to the shareholders of the Company and its subsidiaries upon
receipt of written requests from them. The Annual Reports-2012 of the
subsidiary companies will also be kept for inspection by the
shareholders of the Company at the Registered Offices of the Company
and its subsidiaries at the Company's Office at 2nd Floor, Plot No.
J-1/12, Block EP & GP, Sector-V, Salt Lake, Kolkata- 700091between
09.30 a.m. and 12.30 p.m. on any working day.
In compliance with the requirements of the aforesaid Circular, a
Statement showing relevant details for the year ended March 31st , 2012
of subsidiaries of the Company have been included in the Consolidated
Financial Statements of the Company which forms part of this Annual
Report.
6. Directors :
In accordance with the provisions of Companies Act, 1956 and as per the
Articles of Association of the Company, Mr. Gajanand Gupta, and
Mr.Pradeep Dutta Directors, who retires by rotation and offer himself
for re-appointment.
Mr. Sunil Kumar Goyal was opted as an additional director of the
Company with effect from 19th May, 2012, pursuant to the Companies Act,
1956, read with Article 96 of the Articles of Association of the
Company; Mr. Sunil Kumar Goyal holds office of Director up to the date
of the Annual General Meeting. The Company has received notice in
writing from a member along with a deposit of Rs. 500/- proposing the
candidature of Mr. Sunil Kumar Goyal for the office of the Director
under the provision of Section 257 of the Companies Act, 1956. None of
the Directors are interested other than Mr. Sunil Kumar Goyal in the
resolution.
Ms. Nidhi Sharma was opted as an additional director of the Company
with effect from 30th January, 2012, pursuant to the Companies Act,
1956, read with Article 96 of the Articles of Association of the
Company; Ms. Nidhi Sharma holds office of Director up to the date of
the Annual General Meeting. The Company has received notice in writing
from a member along with a deposit of Rs. 500/- proposing the
candidature of Ms. Nidhi Sharma for the office of the Director under
the provision of Section 257 of the Companies Act, 1956. None of the
Directors are interested other than Ms. Nidhi Sharma in the resolution
None of the Directors are interested other than Ms Nidhi Sharma in the
resolution.
Mr. Manoj Rungta has resigned from the Board w.e.f. 01.12.2011.
Mr. B. B. L. Madhukar has resigned from the Board w.e.f. 01.01.2012.
Ms. Nidhi Sharma has joined the Board as Additional Director of the
Company w.e.f. 30.01.2012
Mr. Mukesh Kumar Goyal has resigned from the Board w.e.f. 04.04.2012.
Ms. Uma Rawla has resigned from the Board w.e.f. 10.05.2012.
Mr. Sunil Kumar Goyal has joined the Board as Additional Director of
the Company w.e.f. 19.05.2012.
7. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that:
I. In the preparation of the Annual Accounts, the applicable
Accounting Standards has been followed and there have been no material
departures from the same.
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2012 and of the profit of the
Company for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. The Directors have prepared the annual accounts of the Company on
a going concern basis.
8. AUDITORS :
The Auditors, M/s Agarwal Vishwanath & Associates, Chartered
Accountants, will hold office until the conclusion of the ensuing
Annual General Meeting and shall not be re-appointed as they have
expressed their unwillingness for re-appointment as statutory auditor
of the Company in the ensuing Annual General Meeting.
On recommendation of Audit Committee, the Board has suggested the
appointment of M/s Mandawewala & Co. Chartered Accountants, as
statutory auditors in place of M/s Agarwal Vishwanath & Associates,
Chartered Accountants if appointed by members as statutory auditors
shall hold the Annual General meeting upto the next Annual General
meeting of the Company. A certificate has been received from them as
required u/s-224(1B) of the Companies Act, 1956 to the effect that
their appointment, if made, would be within the limits specified in the
said section.
AUDITORS' REPORT :
The Notes on Accounts and the comments of the Statutory Auditors in the
Auditors Report are self explanatory and do not call for any further
comments.
9. Disclosure as per Listing Agreement Clause 32
The cash flow statement in accordance with the Accounting Standard Cash
Flow Statement (AS- 3) issued by ICAI is appended to this Annual Report
.
Clause 43A
Your Company's Shares are listed on the Bombay Stock Exchange Limited,
Calcutta Stock Exchange and Luxembourg Stock Exchange.
10. PARTICULARS OF EMPLOYEES
PERSONNEL
Your Company has talented and dedicated professional employees to
achieve the Company's goal. To retain and develop these employees,
human resources group has been working with an objective to enhance
employee competence through various initiatives and maximizing employee
contribution towards the organizational goals.
The Company has a number of initiatives to attract, retain and develop
talent in the organization. Some of them include the employee referral
scheme, internal job rotation, training and development programs, etc.
The Board of Directors has been addressing the employees on periodic
basis to provide information on development of the Company and to
understand the concerns of the employees.
Further, in a knowledge based industry, your Company understands that
the employees are the main assets of a Company and it is necessary that
they feel challenged to use their intellectual skills to the best of
their abilities and add value to themselves even as they add value to
the Company. Thus to have an independent assessment of the work
environment, is approachable, appreciable and maintains confidentiality
and is able to guide decision making.
The Information required under Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended is not being furnished since there was no employee covered
under this section during the year, who was in receipt of remuneration
exceeding the prescribed limit.
Your directors also place on record their deep sense of appreciation of
the services of the staff and workers of the company, who have
contributed for the administration for the company's affairs.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Particulars as prescribed under Subsection (1) (e) of section 217
of the Companies Act 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are set
out in Annexure 1 to this Report.
12. CORPORATE GOVERNANCE & CODE OF CONDUCT:
A Good Corporate Governance process aims to achieve balance between
shareholders' interest and corporate goals by providing long term
vision for the business and establishing systems that help the Board of
Directors ("the Board") in understanding and monitoring risk at every
stage of corporate evolution process to enhance the trust and
confidence of the stakeholder without compromising with laws and
regulations.
Your company has complied with the provision of clause 49 of the
listing agreement relating to corporate governance and believes the
initiatives on Corporate Governance will assist the management in the
efficient conduct of the business and in meeting its obligation to all
its stakeholders.
13. GO GREEN INITIATIVE:
Very recently the Ministry of Corporate Affairs, Government of India,
through its Circular nos. 17/ 2011 and 18/2011 dated April21, 2011 and
April 29, 2011 respectively, has allowed companies to send the annual
reports and other official documents to their shareholders
electronically as part of its green initiatives in Corporate, provided
the email address of the shareholder is obtained by the Company from
the shareholders.
This move by the Ministry will benefit the society at large through
reduction in paper consumption and contribution towards a Greener
Environment. It will also ensure prompt receipt of communication and
avoid loss in postal transit. Keeping the above in view, your Company
proposes to send documents such as the Notice of the Annual General
Meeting and Annual Reports henceforth to the shareholders by Electronic
means, to the e-mail address provided by them and/or made available to
the Company by the Depositories. In absence of any communication from
the shareholders, email id in the records of depositories shall be
considered registered email id of the respective shareholder. All the
shareholders who hold their shares in physical form and whose e-mail
address are not available with the Company, may if they wish to receive
the Annual Report in electronic form, please send their email addresses
to the company.The Company solicits active cooperation of shareholders
in helping the Company to implement the e-governance initiatives of the
Government.
14. INVESTOR SERVICES :
In compliance to the requirements of the newly inserted Clause 54 of
the Listing Agreement with Stock Exchanges, the Company has dedicated a
separate page for Investor Services in its website www.ikftech.in. This
page contains prescribed particulars for the information of the
investors. The Company would keep on updating these particulars as and
when necessary.
15. ACKNOWLEDGEMENT :
Your directors express sincere thanks to ICICI Bank Limited, Axis Bank
Limited, Corporation Bank, Kotak Mahindra Bank, UCO Bank and various
Stock Exchanges for their support and encouragement.
Your Directors take this opportunity to thank all investors, clients,
vendors, regulatory and government authorities, for their continued
support. Your Directors also wish to place on record their appreciation
of the contribution made by the business partners/associates at all
levels.
The Board also wishes to place on record its appreciation & thank to
all the employees for their generous Co-operation for smooth
functioning of your Company.
For & on behalf of the Board
Sd/-
N. V. Simhadri
Chairman
Date : 27th July, 2012
Place : Kolkata
Mar 31, 2011
The Directors are pleased to present the Twelfth Annual Report on the
business and operations of your Company together with the Audited
Financial Accounts and Auditors Report thereon for the year ended 31st
March, 2011.
1. Financial Results
The performance of the Company for the financial year ended 31st March
2011 is summarized below:
Sl. No. Particulars 2010-11 2009-10
Rs.(Cr) Rs.(Cr)
01 Sales 60.22 53.92
02 Other Income 2.21 2.00
03 Total Expenditure 53.69 46.72
04 PBIDT 8.75 9.20
05 Interest 0.00 0.00
06 Depreciation 2.16 2.84
07 Provision for Taxation 1.00 1.14
08 Net Profit/(Loss) 5.58 5.22
09 Equity Share Capital 43.06 43.06
1. Results of Operation
Turnover for the year increased by 12% per cent from Rs. 53.92 Crores to
Rs. 60.22 Crores during the period under review. Your Directors are
putting their best efforts to improve the performance of the Company.
2. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review,
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
3. Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
4. Listing
During the year under review, the Company continued to remain listed on
The Bombay Stock Exchange, Calcutta Stock Exchange and Luxembourg Stock
Exchange.
5. Subsidiary Companies
The Company has three subsidiaries as on 31st March, 2011. The
statements as required under section 212 of the Companies Act, 1956 in
respect of Companys wholly owned subsidiaries has been exempted by the
Ministry of Corporate Affairs. But the annual account of the subsidiary
companies and related detailed information shall be made available to
the Shareholders on demand at any point of time. The information
regarding (a) capital (b) reserves (c) total assets (d) total
liabilities (e) details of investment (except in case of investment in
the subsidiaries) (f) turnover (g) profit before taxation (h) provision
for taxation (i) profit after taxation (j) proposed dividend of the
Subsidiary companies have been included in the Consolidated Balance
Sheet for the year ended 31st March, 2011 in the Annual Report. The
declaration in this respect has been enclosed as Annexure à 2.
6. Directors
In accordance with the provisions of Companies Act, 1956 and as per the
Articles of Association of the Company, Dr. B.B.L. Madhukar, Director,
who retires by rotation and has offered himself for re-appointment.
Dr. R. P. Singh, Diretor and Chairman of the Board retires by rotation
at the ensuing Annual General Meeting, but has not offered himself for
re- appointment, on account of his health reason. Your Board recomends
that the vacancy that would be caused by Dr. R. P. Singhs retirement,
not be filled up at the ensuing AGM. Your Board however intends to fill
up the vacancy at a later date. A resolution would be placed before the
members at the ensuing AGM.
Mr. N V Simhadri was co-opted as an additional director of the Company
with effect from 19th October, 2010, pursuant to the Companies Act,
1956, read with Article 96 of the Articles of Association of the
Company, Mr. N. V. Simhadri holds office of Director up to the date of
the Annual General Meeting. The Company has received notice in writing
from a member along with a deposit of Rs. 500/- proposing the candidature
of Mr. N. V. Simhadri for the office of the Director under the
provision of Section 257 of the Companies Act, 1956. None of the
Directors are interested other than Mr. N. V. Simhadri in the
resolution.
Mr. Manoj Rungta was co-opted as an additional director of the Company
with effect from 31st January, 2011, pursuant to the Companies Act,
1956, read with Article 96 of the Articles of Association of the
Company, Mr. Manoj Rungta holds office of Director up to the date of
the Annual General Meeting. The Company has received notice in writing
from a member along with a deposit of Rs. 500/- proposing the candidature
of Mr. Manoj Rungta for the office of the Director under the provision
of Section 257 of the Companies Act, 1956. None of the Directors are
interested other than Mr. Manoj Rungta in the resolution.
Ms. Uma Iyer Rawla was co-opted as an additional director of the
Company with effect from 31st January, 2011, pursuant to the Companies
Act, 1956, read with Article 96 of the Articles of Association of the
Company, Ms. Uma Iyer Rawla holds office of Director up to the date of
the Annual General Meeting. The Company has received notice in writing
from a member along with a deposit of Rs. 500/- proposing the candidature
of Mrs. Uma Iyer Rawla for the office of the Director under the
provision of Section 257 of the Companies Act, 1956. None of the
Directors are interested other than Ms. Uma Iyer Rawla in the
resolution.
Mr. Pradeep Kumar has resigned from directorship w.e.f. 14th October,
2010.
Brief resume of the Directors proposed to be appointed/reappointed as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India are provided in the Report on Corporate Governance
forming part of the Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that:
I. In the preparation of the Annual Accounts, the applicable
Accounting Standards has been followed and there have been no material
departures from the same.
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2011 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. The Directors have prepared the annual accounts of the Company on a
going concern basis.
8. Auditors:
The Auditors, M/s Agarwal Vishwanath & Associates, Chartered
Accountants, hold office until the conclusion of the forthcoming Annual
General Meeting and are recommended for reappointment. Letter from the
auditors has been received to the effect that their re-appointment, if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of section 226 of the said Act.
Auditors Report:
The Notes on Accounts and the comments of the Statutory Auditors in the
Auditors Report are self- explanatory and do not call for any further
comments.
Your directors also place on record their deep sense of appreciation of
the services of the staff and workers of the company, who have
contributed for the administration for the companys affairs.
10. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
The Particulars as prescribed under section 217(1)(e) of the Companies
Act 1956 read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in Annexure I to
this Report.
11. CORPORATE GOVERNANCE
An important theme of corporate governance is to ensure the
accountability of certain individuals in an organization through
mechanisms that try to reduce or eliminate the principal-agent problem.
A related but separate thread of discussions focuses on the impact of a
corporate governance system in economic efficiency, with a strong
emphasis on shareholders welfare. There are yet other aspects to the
corporate governance subject, such as the stakeholder view and the
corporate governance models around the world.
Your company has complied with the provision of clause 49 of the
listing agreement relating to corporate governance and believes the
initiatives on Corporate Governance will assist the management in the
efficient conduct of the business and in meeting its obligation to all
its stakeholders.
12. ACKNOWLEDGEMENT:
Your directors express sincere thanks to ICICI Bank Limited, Axis Bank
Limited, Kotak Mahindra Bank, HSBC Bank and various Stock Exchanges for
their support and encouragement.
Your Directors take this opportunity to thank all investors, clients,
vendors, regulatory and government authorities, for their continued
support. Your Directors also wish to place on record their appreciation
of the contribution made by the business partners/associates at all
levels.
The Board also wishes to place on record its appreciation & thank to
all the employees for their generous Co-operation for smooth
functioning of your Company.
For and on behalf of the Board
Sd/-
R. P. Singh Chairman
Kolkata
27th April, 2011
Mar 31, 2010
The Directors are pleased to present the Eleventh Annual Report on the
business and operations of your Company together with the Audited
Financial Accounts and Auditors Report thereon for the year ended 31st
March, 2010.
1. Financial Results
The financial statements have been prepared in compliance with the
requirements of the Companies Act, 1956, guidelines issued by the
Securities & exchange Board of India (SEBI) and Generally Accepted
Accounting principles (GAAP) in India. Our management accepts
responsibility for the integrity and objectivity of these financial
statements, as well as for various estimates and judgments used
therein. The estimates and judgments relating to the financial
statements have been made on a prudent and reasonable basis, so that
the financial statements reflect in a true and fair manner the form and
substance of transactions, and reasonably present our state of affairs,
profit and cash flows for the year.
The performance of the Company for the financial year ended 31st March
2010 is summarized below :
2009-10 2008-09
Sl. No. Particulars Rs.(Cr.) Rs.(Cr.)
1. Sales 53.92 48.32
2. Other Income 2.00 1.14
3. Total Expenditure 46.72 40.45
4. PBIDT 9.20 9.01
5. Interest 0.00 0.00
6. Depreciation 2.84 4.00
7. Provision for Taxation 1.14 0.97
8. Net Profit/(Loss) 5.22 4.04
9. Equity Share Capital 43.06 26.82
1. Results of Operation
Turnover for the year increased by 12% per cent from Rs. 48.32 Crores
to Rs. 53.92 Crores during the period under review. Your Directors are
putting their best efforts to improve the performance of the Company.
2. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review,
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
3. Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
4. Listing
During the year under review, the Company continued to remain listed on
The Stock Exchange of Mumbai, Calcutta Stock Exchange Association and
Luxembourg Stock Exchange.
5. Subsidiary Companies
The Company has four subsidiaries as on 31st March, 2010, The
statements as required under section 212 of the Companies Act, 1956 in
respect of CompanyÃs wholly owned subsidiaries has been attached with
the balance sheet in accordance with the Accounting standard AS-21
prescribed by ÃICAIÃ and brief financial details of the CompanyÃs
subsidiaries for the year ended 31st March, 2010 is included in the
Annual Report.
As required under the Listing Agreements with the Stock Exchanges,
consolidated financial statements of the Company and its subsidiaries
are attached.
6. Directors
In accordance with the provisions of Companies Act, 1956 and as per the
Articles of Association of the Company, Mr. Gajanand Gupta, and Mr.
Pradeep Kumar, Directors, who retires by rotation and offer themselves
for re-appointment.
Pursuant to the Section 260 of the Companies Act, 1956 and Article 96
of the Articles of Association of the Company, Dr. B. B. L. Madhukar
was appointed as an Additional Director with effect from 30th March
2010. Dr. B. B. L. Madhukar will hold office upto the date of the
ensuing Annual General Meeting. The Company has received the notice in
writing from a member proposing the candidature of Dr. B. B. L.
Madhukar for the post of Director.
Mr. Mukesh Goyal had been designated as CEO of the Company and took
over the Charge of all operations and activities of the Company.
Mr. Chandra Shekhar Jalan had been resigned from Directorship w.e.f.
30th March 2010.
Mr. Sunil Kumar Goyal has been resigned from the Directorship of the
Company w.e.f. 30th March 2010.
Brief resume of the Directors proposed to be appointed/reappointed as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India are provided in the Report on Corporate Governance
forming part of the Annual Report.
7. DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it is
hereby confirmed that:
I. In the preparation of the Annual Accounts, the applicable
Accounting Standards has been followed and there have been no material
departures from the same.
II. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March 2010 and of the profit of the Company
for the year ended on that date.
III. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
IV. The Directors have prepared the annual accounts of the Company on
going concern basis.
8. Auditors :
The Auditors, M/s Agarwal Vishwanath & Associates, Chartered
Accountants, hold office until the conclusion of the forthcoming Annual
General Meeting and are recommended for reappointment. Letter from the
auditors has been received to the effect that their re-appointment, if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of section 226 of the said Act.
Auditorsà Report :
The Notes on Accounts and the comments of the Statutory Auditors in the
Auditors Report are self-explanatory and do not call for any further
comments.
9. Particulars of Employees
During the financial year under review, none of the CompanyÃs employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Your directors also place on record their deep sense of appreciation of
the services of the staff and workers of the company, who have
contributed for the administration for the companyÃs affairs.
10. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Particulars required to be disclosed under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 are set
out in Annexure I to this Report.
11. CORPORATE GOVERNANCE
The Company firmly believes that corporate governance and compliance
practices are of vital importance to maintain the trust and confidence
of its stakeholders and the reputation of the Company. To ensure
transparency, fairness and objectivity in the organizationÃs function
the Company has proactively adopted best practices as regards corporate
governance and compliance.
The Report on Corporate Governance along with the Certificate from the
Auditors of the Company M/s Agarwal Vishwanath & Associates, Chartered
Accountants conforming compliance with conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is included in
the Annual Report. Your Company is also following the Secretarial
Standard norms issued by the Institute of Company Secretaries of India.
12. ACKNOWLEDGEMENT :
Your directors express sincere thanks to ICICI Bank Limited, Axis Bank
Limited, Standard Chartered Bank, ABN Amro Bank, Corporation Bank, HSBC
Bank and Stock Exchanges for their support and encouragement.
Your Directors take this opportunity to thank all investors, clients,
vendors, regulatory and government authorities and stock exchanges, for
their continued support. Your Directors also wish to place on record
their appreciation of the contribution made by the business
partners/associates at all levels.
The Board also wishes to place on record its appreciation thank all the
employees for their unstinted Co-operation for smooth functioning of
your Company.
ANNEXURE-1
1. CONSERVATION OF ENERGY
As the Company is engaged in IT related Services and has no activity
pertaining to manufacturing, furnishing of details on conservation of
energy is not applicable and the Company is also taking every necessary
step to reduce the consumption of energy.
Adequate measures have been taken to conserve energy by using
energy-efficient computers and equipments with the latest technologies,
which would help in conservation of energy.
As the cost of energy consumed by the Company forms a very small
portion of the total costs, the financial impact of these measures is
not material. Your Company is not an industry as listed in Schedule to
Rule 2 of the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rule, 1988.
2. RESEARCH & DEVELOPMENT
Product obsolescence risks are inherent in the technology sector
businesses. The management has accorded high priority to in-house
Research and Development in order to ensure new product development as
per the evolving needs of the industry for technical enhancements. IKF
has a state-of-the-art Research and Development wing carrying on
Research and Development activities. This is in line with the
CompanyÃs philosophy of maintaining and sustaining leadership status,
and the management team of your Company recognizes the fact that in the
long run, R & D will be a crucial differentiator between companies.
A. Specific Areas in which Research and Development (R&D) is being
carried out by the Company
I) e-Learning
IKF is going to make a big quantum Leap in the field of e-Learning by
developing a really good and advance system in which IT & and education
will merged. IKF will use basic concept of OLPC to provide education to
create educational opportunities for the IndiaÃs rural children.
II) End to End e- Governance implementations
IKFÃs services are geared to handle end-to- end implementations to
customers across various Industry segments. We have a talent pool with
good domain background and experience in the entire lifecycle of e-
Governance implementations. Our consultants are honed not only in
technical skills but also in communication, client interaction skills,
documentation and user training
III) Bio-Fuel
IKF has now developing refineries by which Bio-Diesel can be made from
waste vegetable oil and full use of waste vegetable oil can be made
possible. IKF Green fuel Ltd., is planning to use of some alternative
raw materials like Karanja, Waste vegetable oil for using as raw
materials for the production of bio-diesel. We are trying to use some
alternative fuel by which we can continue our production of bio-diesel
without much dependability on Jatropha oil. At the same time we are
continuing our plantation activities on different states, so that at
the end of 2-3 years we can kept in our hand various alternatives for
using as raw materials for production of bio-diesel.
IV) Disaster Management
IKF is keen to execute projects GIS / MIS/ Survey related service and
will initially concentrate within India. In this direction Company had
a tie up with major companies already engaged in the business of
providing supporting software development services and solutions in the
field of 3D / 2D GIS (Geographic Information system), Simulation
projects, Security and Survey.
1. Corporate Social Responsibility (IKF)
Corporate Social Responsibility is a sustained series of work / events
/ initiatives wherein an organization and its employees take up social
causes with a view to serve the society. Your Company has regular
programmes and initiatives and also one time events / support to needy
citizens during unforeseen and unfortunate calamities.
Understanding its duty towards the society IKF is also making a very
good contribution towards its social responsibility.
2. Technology Absorption
Using technology efficiently thus needs conscious effort by the
enterprise & also the Ãsystemà in which it works.
As your Company progresses, necessary R & D activities will be
initiated to meet the technology
requirements for the future. Now, the Company is planning to enter new
agreements for the purpose of Technology Transfer to expand the new
projects for future growth of the Company in the field such as,
Disaster management and E- Learning etc.
3. Export Activities and Foreign Exchange Earnings and Outgo :
1. Activities Relating to Exports, Initiatives to increase exports,
Development of new export markets for products and services & export
plan
As a part of its core strategy, the Company is focusing on increasing
exports of its services by leveraging wide marketing reach, The Company
has established itself as a major supplier of outsourcing Services and
software solution in key industry verticals and e- Governance space.
For Agarwal Vishwanath & Associates
Chartered Accountants
Sd/-
Place : Kolkata Partner
Date : 10th day of May Ã2010
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