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Directors Report of IKF Technologies Ltd.

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

 
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