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Directors Report of Kings Infra Ventures Ltd. Company
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Directors Report of Kings Infra Ventures Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Financial highlights for the financial year ended March 31, 2015 are as under: (Rs. In Lakhs)

FOR THE YEAR ENDED

PARTICULARS 31st March, 2015 31st March, 2014

Total income 416.49 303.32

Total Expenditure (Excluding Interest & Financial Charges) 405 .74 273.41

Profit Before Interest 10.75 29.90

Profit before Taxation 10.75 26.35

Provision for Taxation 0.28 4.78

Profit After Tax

11.03 21. 57

Earnings Per Share:

Basic 0.36 0.70

Diluted 0.36 0.70

BUSINESS OVERVIEW

During the year under review, your Company has recorded a turnover of Rs 416.49 Lakhs resulting in a Net profit of Rs. 11.03 lakhs compared to the turnover of Rs. 303.32 lakhs and profit of Rs. 21.57 lakhs during the previous financial year.

There were no material changes and commitments to affect the financial position of the company in between the end of the financial year on 31-03-2015 and the date of this report.

DIVIDEND

In view of the expansion and diversification projects on hand, your directors do not recommend the payment of Dividend for the year ended March 31, 2015.

TRANSFER TO RESERVES

The Company does not proposes to transfer any amount to the general reserve out of the amount available for appropriation .

Pursuant to Section 134 (3) (c) & Section 134 (5) of the Companies Act, 2013 , the Board of Directors of the Company hereby state and confirm that

(i) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) 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 at the end of the financial year and of the profit of the company for that period;

(iii) 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.

(iv) The directors had prepared the annual accounts on a going - concern basis.

(v) 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.

(vi) 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

DIRECTORS

Mrs. Rita Shaji John was appointed as additional director of the company on 13.11.2014 to hold office till the Annual General Meeting.

For the composition of the Board please refer to the Report on Corporate Governance, which forms part of this report. All the Independent Directors meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board were held during the year viz 23-05-2014, 12-08-2014, 14-10-2014, 13-11- 2014 and 14-02-2015. For details of the meetings of the board, please refer to the Report on Corporate Governance, which forms part of this report.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

AUDITORS

M/s Sankar & Moorthy, Chartered Accountants, Auditors of your company, who hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re - appointment.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

CORPORATE GOVERNANCE

Report on corporate governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is separately attached which forms part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 134 of the companies Act 2013, read with the companies (Particulars of Employees) Rules, 1975, as amended by companies (Particulars of Employees) Ammended Rules, 2011 - Rules does not apply

Transactions with related parties

Transactions with related parties under Section 188(1) of the Act is attached which forms part of this report.

CEO/CFO CERTIFICATION

The Managing Director and the Director - Finance has submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (v) of the Listing Agreement.

PUBLIC DEPOSIT

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956, during the financial year ended 31st March, 2015.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The consumption of power was kept at the minimum possible level. The Company adheres to good practices specially in terms of safety, health, environment, etc. No special measures were taken to conserve it. No new technology is absorbed by the company during the period.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for Prevention and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the year under review the Company has not received any complaint of sexual harassment.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

There were no foreign exchange earnings or outgo during the financial year ended March 31, 2015. EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report.

Risk management

The details of Risk management policy are included in the Management Discussion& Analysis, which forms part of this report.

Directors and key managerial personnel

The Board of Directors of the Company comprises of executive Directors Mr. Shaji Baby John,

Managing Director, Mr. Balagopalan Veliyath and Mr. Baby John Shaji, Whole-time directors.

The independent non executive directors of the Company comprises of Mr. Rathina Asokan, Mr. N. Rajendran, Mr. Sreenakesh. V and Mr. Mathews Daniel.

In addition to the above the Company has appointed Mrs. Rita Shaji John as additional director with effect from November 13, 2014 under the category promoter

Other Key Managerial Personnels of the Company comprises of Mr. Saji Mathew, Chief Financial Officer and Mr. Achyuth Dutt, Company Secretary

Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report.

Audit committee *Nomination & Remuneration Committee *Investor/ Shareholder's Grievance Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report

LISTING

The shares of your company are listed with Bombay Stock Exchange Ltd. The listing fee as required are paid up to date.

Disclosure requirements

As per Securities Exchange Board of India

ACKNOWLEDGMENT

Your directors express their sincere thanks to government departments, bankers, the suppliers and employees for their active support throughout the year.

For and On behalf of the Board

Sd/- Kochi (SHAJI BABY JOHN) August 14, 2015 Chairman and Managing Director


Mar 31, 2014

Dear Mebers,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with the Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The Financial highlights forthe financial year ended March 31, 2014 are as under:

(Rs. In Lakhs)

FOR THE YEAR ENDED

PARTICULARS 31st March, 2014 31st March, 2013

Total income 303.32 324.64

Total Expenditure (Excluding Interest & Financial Charges) 273.41 263.35

Profit Before Interest 29.90 61.29

Profit before Taxation 26.35 59.99

Provision for Taxation 4.78 (0.13)

Profit After Tax 21.57 60.13

Earnings Per Share:

Basic 0.70 1.94

Diluted 0.70 1.94

BUSINESS OVERVIEW

During the year under review, your Company has recorded a turnover of Rs 303.17 Lakhs (2011 - 12 Rs. 324.51 lakhs) resulting in a Net profit of Rs. 21.57 lakhs (2011-12-Rs. 60.13 lakhs).

DIVIDEND

In view of the expansion and diversification projects on hand, your directors do not recommend the payment of Dividend for the year ended March 31, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that:

(i) In preparing the Annual Accounts, the applicable Accounting Standards had been followed (along with proper explanation relating to material departures);

(ii) 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 the end of the financial year and of the profit or loss of the company for that period;

(iii) The directors had 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 detecting and preventing fraud and other irregularities.

(iv) The directors had prepared the annual accounts on a going - concern basis.

DIRECTORS

In accordance with the provisions of Articles of Association of the Company, Mr. N Rajendran and Mr. Mathews Daniel, Directors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. C K Gopalan Nair was reappointed as the Executive Director - Finance at the Board Meeting held on 14th September, 2013 to hold office from 15th September, 2013 for a period of three years ending on 14th September, 2016.

Mr. Baby John Shaji was appointed as additional director of the company on 10.02.2014 to hold office till the Annual General Meeting. Further, he is also appointed as Executive Director- Projects at the Board Meeting held on 12.08.2014.

AUDITORS

M/s Sankar & Moorthy, Chartered Accountants, Auditors of your company, who hold office until the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re - appointment.

CORPORATE GOVERNANCE

As per the Companies (Amendment) Act, 2000, it is required, in case of your company, to obtain a certificate from a Company Secretary in whole-time practice regarding compliance of various secretarial matters as the paid-up capital of the company is more than Rs. 10 lacs. Accordingly, the Company has appointed Mr. K.G.Mohan FCS, Practising Company Secretary as a Secretarial Auditor. The Secretarial Compliance Certificate given by Mr. K.G.Mohan, FCS, Tripunithura is attached herewith which forms part of this report.

PARTICULARS OF EMPLOYEES

During the financial year ended March 31, 2014, there were no employees whose details were to be disclosed under Section 217 (2A) of the Companies Act, 1956 and the rules framed there under.

CEO/CFO CERTIFICATION

The Managing Director and the Director - Finance has submitted a certificate to the Board regarding the financial statements and other matters as required under Clause 49 (v) of the Listing Agreement.

PUBLIC DEPOSIT

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies Act, 1956, during the financial year ended 31st March, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars required to be given in terms of Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, regarding Conservation of energy and technology absorption are not applicable to your company as the company is not engaged in manufacturing or production.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

There were no foreign exchange earnings or outgo during the financial year ended March 31, 2014.

LISTING

The shares of your company are listed with Bombay Stock Exchange Ltd. The listing fee as required are paid up to date.

ACKNOWLEDGMENT

Your directors express their sincere thanks to government departments, bankers, the suppliers and employees for their active support throughout the year.

For and On behalf of the Board

Sd/-

Kochi (SHAJI BABY JOHN) August 12, 2014 Chairman and Managing Director


Mar 31, 2009

The Directors have great pleasure in presenting the 21st Directors Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2009.

Financial Performance

During the year company entered into Infra structure related activities in a major way. In addition to land acquisition by the company for the major projects, the company also started the Construction Division which has resulted in a modest profit of Rs.2.54 Lacs. Owing to the global recession expected tie ups with the joint venture partners have not materialized which are expected to be concluded in the coming financial year. The Company has initiated work on land at Tuticorin which was being used- for Aqua Culture in order to develop the land to set up a Free Trade Warehousiong Zone. The company has sought government approval for this project which is expected shortly. The Company is examining taking over of an ongoing real estate project which will give us additional revenue in the coming years.

The Board of Directors are of the opinion that, Infrastructure Development Projects, in which the Company is investing will bear fruits in the coming years.

The Board of Directors does not recommend declaration of any dividend for the financial year 2008-09 as the project activities are yet to gain momentum and achieve final milestones.

Board of Directors

In accordance with the principle of retirement of Directors by rotation, Mr. Sreenakesh retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. N Rajendran was appointed as a Director of the Company by the Board of Directors w.e.f. 30th October, 2008. Necessary resolution for ratification and consent of the Company for the appointment are included in the Notice to Share holders.

Mr. C.K. Gopalan Nair was appointed as a Director of the Company by the Board of Directors w.e.f. 1st May, 2009. In the said meeting of the Board also decided to appoint him as Director and fixed his remuneration subject to the approval of the shareholders in the Annual General Meeting. Necessary resolution for ratification and consent of the Company for the appointment are included in the Notice to Share holders.

Corporate Governance

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges effective January 2007. The Company Secretarys Certificate along with the report on Corporate Governance is included in the Annual Report. The Management Discussion and Analysis of the previous years performance is also provided in the Annual Report.

Deposits

Your Company has not accepted deposits falling within the provisions of section 58A of the Companies Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

Auditors

The Auditors, M/s.Sankar & Moorthy, Chartered Accountant, Cochin retire at the end of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Conservation of Energy and Technology Absorption, etc.

The company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. There were no foreign exchange earnings and outgo during the year under report.

Personnel

None of the employees was covered by the provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Directors Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and to the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Board of Directors would like to sincerely thank the various Banks, Financial Institutions, and other investors and shareholders for their valuable support and co-operation.

For and on behalf of the Board of Directors

Place: Cochin Shaji Baby John

Date: 31stAugust 2009 Chairman


Mar 31, 2008

The Directors have great pleasure in presenting the 20th Directors Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2008.

Financial Performance

During the year company entered into Infra structure related activities in a major way. Currently land acquisition and feasibility studies are under process. The Company has procured land in Kochi to execute Infra structure Projects in the coming years.

The Company is also exploring avenues for acquiring land for the purpose of establishing free trade warehousing zone (FTWZ).

The Board of Directors arc of the opinion that. Infra Structure Development Projects, in which the Company is investing will bear fruits in the coming years.

The Company is incurring all expenses for the purpose of project development. All expenses are accumulated under pre-operative expenses for project development. Hence profit & Loss A/c is not prepared for the year.

The Board of Directors does not recommend declaration of any Dividend for the financial year 2007-08.

Board of Directors

In accordance with the principle of retirement of Directors by rotation, Mr. Shaji Baby John retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mr. E.S.Menon was appointed as an Additional Director of the Company by the Board of Directors w.e.f . 15th April, 2008. In the said meeting of the Board also decided to appoint him as Director (Finance) and fixed his remuneration subject to the approval of the shareholders in the Annual General Meeting. Necessary resolution for ratification and consent of the Company for the appointment and fixation of pay are included in the Notice to Share holders.

Corporate Governance:

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges effective January 2007. The Company Secretarys Certificate along with the report on Corporate Governance is included in the Annual Report. The Management Discussion and Analysis of the previous years performance is also provided in the Annual Report.

Deposits

Your Company has not accepted deposits falling within the provisions of section 58A of the Compani9cs Act, 1956 read with Companies (Acceptance of the Deposits) Rules, 1975 during the year under review.

Auditors

The Auditors, M/s.Sankar & Moorthy, Chatered Accountant, Cochin retire at the end of ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Conservation of Energy and Technology Absorption, etc.

The company has nothing to report in respect of information on conservation of energy and technologv absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988. since the Company is not engaged in manufacturing or processing business. There are no foreign exchange earnings and outgo during the year under report.

Personnel

None of the employees was covered by the provision of section 217(2A) of the Companies Act. 1956. read with Companies (Particulars of Employees) Rules. 1975.

Directors Responsibility Statement

As required under section 217 (2AA) of the Companies Act, 1,56, your Directors confirm having:

a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and to the profit of your Company for that period.

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Board of Directors would like to sincerely thank the various Banks, Financial Institutions, and other investors and shareholders for their valuable support and co-operation.

For and on behalf of the Board of Directors

Place: Cochin Shaji Baby John

Date: 30th August 2008 Chairman

For Kings Infra Ventures Limited

Authorised Signatories




Mar 31, 2007

The Directors have great pleasure in presenting the 19th Directors Report of the Company together with the Audited Annual Accounts for the year ended 31st March 2007.

Financial Performance

The Supreme Court ordered immediate closure of all Aqua Farms in the year 1996, which halted entire operations of the Company. The promoters negotiated with Companys Banks and Financial Institutions and by infusing own funds settled the dues. The concerned Banks/Financial Institutions have thereafter issued NO DUES certificates to the Company. This process was completed during the previous financial year.

New business initiatives undertaken by the Company are under various stages of implementation. The Board of Directors decided to enter into Infra Structure related activities; and accordingly changed the name of the Company to Kings Infra Ventures Limited and also amended the Objects Clause in line with the new line of business activity with due approval of Shareholders and Statutory Audiorities with effect from 5* April 2007.

During the last quarter of the previous financial year, the Company received a sum of Rs. 10 crores as advance towards Joint Venture Infrastructure Project. The Company plans to execute Infrastructure Projects and extensive activities are underway to procure land at Kochi for the present.

The Company is also exploring avenues for acquiring land for the purpose of establishing free trade warehousing zone (FTWZ).

The Board of Directors are of the opinion that, Infra Structure Development Projects, in which the Company is investing will bear fruits in the coming years. The Company is hopeful of showing improved performance in the year 2007-03.

During the year the Company did not have any operational income. The loss carried forward is Rs. 3.69 lakhs The Board of Directors have not declared any Dividend for the financial year 2006-07.

Change in name of the Company

As mentioned above, the name of the Company has been changed from Victory Aqua Farm Ltd., to Kings Infra Ventures Ltd., keeping in view the new line of business activity.

Board of Directors

In accordance with the principle of retirement of Directors by rotation, Mr. Sreenakesh retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Mrs. Rita S John, Mr. H Ramakrishnan and Mr. T Venkatramani were co-opted as Additional Directors and they hold office upto the next Annual General Meeting. The Company has received notices proposing them to be reappointed as Directors.

Corporate Governance

Your Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges effective January 2007. The Company Secretarys Certificate along with the report on Corporate Governance is included in the Annual Report. The Management Discussion and Analysis of the previous years performance is also provided in the Annual Report.

Auditors

The Auditor, Shri R.Sasidharan, Bsc FCA, Chartered Accountant, Kollam retire at the end of ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Conservation of Energy and Technology Absorption, etc.

The company has nothing to report in respect of information on conservation of energy and technology absorption as required under section 217(1) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 since the Company is not engaged in manufacturing or processing business. There are no foreign exchange earnings and outgo during the year under report.

Personnel

None of the employees was covered by the provision of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

Directors Responsibility Statement

As required under section 217 (2 AA) of the Companies Act, 1956, your Directors confirm having:

a) followed in preparation of the Annual Accounts, the applicable standards with proper explanation relating to material departures, where applicable;

b) 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 your Company at the end of the financial year and to the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities; and

d) prepared the Annual Accounts on a going concern basis.

Acknowledgements

The Board of Directors would like to sincerely thank the various Banks, Financial Institutions, and other investors and shareholders for their valuable support and co-operation.

By the order of the Board of Directors

Place: Cochin Shaji Baby John

Date: 21st August 2007 Chairman

 
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