Mar 31, 2023
The Directors have the pleasure of submitting their 35th Annual Report on the business and operations of the Company audited Ind AS financial statements for the financial year ended 31st March 2023 along with comparative Financial Statements for the financial year 2021-22.
FINANCIAL RESULTS (Standalone)
Particulars |
2022-23 (In Rs.) |
2021-22 (In Rs.) |
Revenue from Operations |
608,901,876.00 |
398,118,000.00 |
Other Income |
3,505,976.47 |
13,126,000.00 |
Total Revenue |
612,407,852.47 |
411,244,000.00 |
Total Expense |
534,458,532.11 |
370,921,000.00 |
Profit before Interest,Depreciation and Tax |
106,696,206.55 |
64,196,000.00 |
Finance Cost |
25,986,865.04 |
21,227,000.00 |
Depreciation and Amortization |
2,760,021.15 |
2,646,000.00 |
Profit (Loss) before Tax |
77,949,320.36 |
40,323,000.00 |
Profit (Loss) after Tax |
57,947,191.36 |
29,596,000.00 |
Other comprehensive income/ (loss) (net of tax expenses) |
171,674.34 |
83,008-84 |
Total comprehensive (loss)/income for the period |
58,118,865.70 |
29,596,000.00 |
FINANCIAL RESULTS (Consolidated) |
||
Particulars |
2022-23(In Rs.) |
2021-22(In Rs.) |
Revenue from Operations |
608,901,876.00 |
- |
Other Income |
3,505,976.47 |
- |
Total Revenue |
612,407,852.47 |
- |
Total expense |
535,182,869.21 |
- |
Profit before Interest, Depreciation, and Tax |
105,972,453.55 |
- |
Finanace Cost |
25,987,449.14 |
- |
Depreciation and Amortisation |
2,760,021.15 |
- |
Profit (Loss) before Tax |
77,224,983.26 |
- |
Profit (Loss) after Tax |
57,222,627.26 |
- |
Other comprehensive income/ (loss) (net of tax expenses) |
171,674.34 |
- |
Total comprehensive (loss)/income for the period |
57,695,105.49 |
- |
During the financial year 2022-23 the total turnover of your Company stood at Rs. 608,901,876.00/-. Your Company witnessed an increase of 52.95% in turnover from that of the previous year. Revenue from operations for financial year March 31, 2023 stood at Rs. 608,901,876.00/-There is an increase in the total revenue by Rs.21,45,04,940.14/- from that of the previous year. After providing for depreciation and amortisation of Rs.2,760,021.15/- the total comprehensive income of the Company for the period is Rs.58,118,865.70/-
The Management Discussion and Analysis Section focuses on your Company''s strategies for growth and the performance review of the businesses/operations in depth.
There were no material changes and commitments to affect the financial position of the Company in between the end of the financial year on 31.03.2023 and the date of this report.
It is to be noted that no amount was transferred to the reserves during the financial year ending 31st March 2023.
Your Directors do not recommend payment of dividend for the year ended March 31, 2023.
You would be delighted to notice that your Company has not accepted any deposits from the public and as such no amount on account of principal or interest on deposits from the public was outstanding as of the date of the balance sheet.
The details of unsecured loan(s) from Directors of the Company for the period under review are as follows;
Sl.N o |
Name of the Director |
2022-23 |
2021-22 |
Additions/ Reductions |
1 |
Shaji Baby John |
27411521.95 |
27358727.95 |
52794 |
2 |
Baby John Shaji |
0 |
0 |
0 |
3 |
Rita Shaji John |
6322888.76 |
6322888.76 |
0 |
Total |
33734410.71 |
33681616.71 |
Except Kings Maritech Ecopark Limited & Kings SISTA360 Private Limited that your Company does not have any subsidiary, joint ventures or associate companies.
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-
(a) In the preparation of the Annual Accounts, your Company has followed applicable accounting standards and it is also important to note that there have been no material departures.
(b) The Board was consistent enough to select and apply such accounting policies that they allowed it to make 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 of the profit it earned for that year.
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of your Company and to prevent and detect any fraud and other type of irregularities.
(d) They have prepared the annual accounts on a going concern basis.
(e) They had laid down internal financial controls to be followed by the Company and that such internal financial controls were not only adequate but they were also in effective operation.
(f) They devised proper systems that were adequate and effectively operational to ensure compliance with the provisions of all applicable laws.
Mr. Shaji Baby John, Chairman & Managing Director, Mr. Baby John Shaji, Joint Managing Director, Mr. Balagopalan Veliyath, Whole time Director Mr. Lalbert Aylasilisi, Chief Financial Officer, Ms. Nanditha T, Company Secretary & Compliance Officer are the Whole-time Key Managerial Personnel of the Company. The term of appointment of Mr. Shaji Baby John, expired on 31st May, 2020. He was reappointed by the Board of Directors for 5 years with effect from 1stJune, 2020.
Mr.Chundezham Karunakara Panicker Gopalan Nair, Non-Executive Non-Independent Director has been resigned from the Company w.e.f 14.11.2022
Consequent to the resignation of Mr. Chundezham Karunkara Panicker Gopalan Nair based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors have appointed Mr. TharayilPius Jolly(DIN:) as an Additional Director w.e.f 14.11.2022. The Board, based on the recommendation of the NRC, also approved the appointment of Mr. Tharayil Pius Jolly as an Non-Executive NonIndependent Director of the Company, subject to the approval of Members as special resolution passed by the way of Postal Ballot.
Further no other director was appointed nor anyone retired or resigned during the financial year 2022-23.
The Board further considered the declarations given by independent directors under Section 149 (6) and the Company''s policy on directors'' appointment and remuneration that include criteria for determining qualifications, positive attributes and independence of a director. The Board besides making a self-evaluation of its performance also went into the performance showcased by its committees and individual directors. No Director was disqualified under Section 164 of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year i.e. 31 March. 2023
Five (5) meetings of the Board of Directors were held during the year. Details of Board meetings are included in Corporate Governance Report.
M/s. Elias George and Co, Chartered Accountants (FR No. 000801S), Kochi, were appointed as the Auditors of the Company at the Annual General Meeting held on September 28,2022 to hold office for a period of 5 consecutive years. Necessary certificate has been obtained from the Auditors as per Section 139 (1) of the Companies Act, 2013. The Auditor''s observations are suitably explained in notes to the accounts and are self-explanatory.
The Auditors'' Report for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of section 143 (12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit during the period under review.
The Board has appointed Ms. Sindhuja Porselvam, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2022-23. The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as Annexure - A. The findings of the audit have been satisfactory.
About 28.31% of the paid up equity share capital of the Company is held by the public shareholders. The category-wise shareholdings are reported in the "Extract of Annual Return" forming part of the annual report.
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL at the earliest. It would be valid to note that effecting transfer in Physical Form is not allowed from December 5, 2018.
Extract of Annual Return (Form MGT-9) pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure - B.
The details pertaining to the composition of the audit committee are included in the Corporate Governance Report.
All transactions entered with related parties during the year under review are on arm''s length basis and in the ordinary course of business. There were no materially significant related-party-transactions which could have had a potential conflict with the interests of the Company.
The Company did not enter into any other contract/ arrangement/transaction with related parties that could be considered material as per Listing Agreement with Stock Exchanges during the reporting period. Other the transactions for which approvals were sought for, the Company also did not make any related-party-transactions that are materially significant with promoters, directors, key managerial personnel or other designated persons, during the year. Accordingly, AOC-2 is not applicable to the Company.
There were no transactions with any person or entity belonging to the promoter/promoter group relating which hold(s) 10% or more shareholding in the Company.
The Board of Directors, as recommended by the Audit Committee, has adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy has been uploaded on the website of the Company. There has been no change in the policy since the last fiscal year.
Pursuant to provisions of Section 134 (3)(m) & Rule 8 (3)(A) of Companies (Accounts) Rules, 2014 the details of energy conservation, technology absorption and foreign exchange earnings and outgo have been given below.
(a) Conservation of energy &Technology absorption:
Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations by resorting to sustainable business practices that are globally acceptable.
(b) Foreign exchange earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year:
The Foreign Exchange outgo during the year in terms of actual outflows: NA.
Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this Annual Report as separate annexure.
Our company stands among the pioneers in the seafood and aquaculture industry in the nation. Surging ahead in the field, the company has entered into numerous partnerships and agreements with institutions and market players.
Kings Infra has signed a pact with the Central Institute of Fisheries Technology for developing ready to eat and ready to serve fish products by adopting steam or water immersion technology capable of achieving very long shelf life under normal room temperature without using any chemical additives or preservatives in accordance with the stipulations of the US FDA and other regulatory. Hence the improved process requires less chemical use. We have also entered into an agreement with CIFT for licencing a new technology for production of Chitin and Chitosan from shrimp shell that is normally a waste product generated from the processing of shrimps. The new processes improve the chitin and chitosan quality and incur less cost for the process. The protein separated can be used for many products including feed and other bio active molecules. The innovative project would also help in providing an opportunity for optimising ingredients, processing and heating conditions of the region-specific ethnic dishes. These developments are in line with the company''s vision of building a fully integrated, zero waste, sustainable food producer.
Kings Infra, renowned for its pioneering contributions to semi-intensive aquaculture farming in India, has stood as a prominent figure in marine product processing and export for the past four decades. Venturing into the retail consumer market marks yet another significant milestone in the company''s illustrious four-decade journey. King Fresh Seafood represents the yet another stride in Kings Infra''s comprehensive vision of evolving into a ''farm-to-fork'' enterprise, implemented gradually and systematically.
Our company has entered into MoU with Atomes Group to advance and promote antibiotic-free, sustainable, and traceable aquaculture practices within the country. The deal between the two companies will enable antibiotic-free aquaculture products which will enable better access and acceptability of the aquaculture products in the international market.
The company, after stabilising its proprietary aquaculture technologies is presently focussing to build a sustainable and traceable supply chain so that the company''s products can be placed higher in the value chain. These strategies have attracted in getting reputed International companies like Shanghai RSF Trading Company for Kings RISHIFU brand and JH&Co for the US market entry, associated with Kings Infra which will improve the top line and bottom line of the business exponentially.
These initiatives have propelled Kings Infra to secure a steadfast position in the market. The company is now poised to take further strides, aiming not only to sustain but also to enhance its market presence and recognition.
None of the employees is in receipt of remuneration in excess of the limit laid down under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are annexed as Annexure - G and forms part of this Report.
During the financial year 2022-2023 the Company does not come within the purview of Corporate Social Responsibility.
Pursuant to the provision of Section 177 (9) of the Companies Act, 2013 the Company has established a vigil mechanism for Directors and employees to report matters concerning unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
The Board of Directors of the Company vide resolutions dated 14th February, 2020 and 30th May 2020 approved the issue of secured redeemable non-convertible Debentures (''NCD'') of Rs.1000/- each aggregating to Rs.25,00,00,000 on a private placement basis for meeting its ongoing funding requirements for expansion. The issue is secured by creating sufficient charge on Company''s 26 Crore valued property situated at Rayimel Desom, Puthuvassery Kara, Chengamandu Village, Aluva Taluk, Ernakulam District, Kerala in favor of Debenture Trustee M/s. Vistra ITCL Limited.
Due to the difficulties investors faced due to COVID-19, the Company extended the issue until 31.03.2022. The issue closed on 31.03.2022, with a total subscription of Rs. 9,84,72000/- (Rupees Nine Crores Eighty Four Lakhs Seventy Two Thousand only).
In order to further expand its aquaculture division, the company may offer NonConvertible Debentures (NCDs) to identified investors, subject to necessary approvals and consents. Accordingly, it is obtained the consent of debenture holders of the Company in order to partially release property valued at Rs.12.5 Crore out of a total property valued at Rs 25 Crore mortgaged in favour of Debenture Trustee M/s Vistra ITCL (India) Limited. The Company had issued 91765 debentures with a face value of Rs.1000/- aggregating to Rs.9,17,65,000/- on 22.08.2023.
The Company has consistently maintained adequate security coverage, has maintained regular payment of interest and principal, and the partial release of assets of the Company shall not adversely affect debenture holders'' interests. A credit rating of IVR B /stable has been assigned to the Company by CRISIL Ratings Limited.
The details of Risk Management Policy are included in the Management Discussion & Analysis, which form part of this report.
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which form part of this report.
The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment for time being in force) .
The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at web link http://www.kingsinfra.com/policies.html.
The statement containing the details required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as ''Annexure C'' which forms part of this Report.
The Company confirms that it has paid the annual listing fee for the year 2023-24 to BSE where the Company''s shares are listed.
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of caste, creed or social class of the employees. No complaint from women employees was received during the year regarding sexual harassment. During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Board of Directors 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 (Listing Obligation & Disclosure Requirements), Regulation, 2015. 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, its structure, its effectiveness, information and functioning.
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 composition of committees, effectiveness of committee meetings etc. The Board 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 issues to be discussed, meaningful and constructive contribution and inputs during meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
The performance of non-independent directors, the board as a whole and the Chairman was evaluated by the Independent Directors taking into account the views of executive directors and non-executive directors.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise 2.Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
3. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries is not applicable since there are no subsidiaries.
4. There is no change in the nature of business.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
During the year under review, your Company enjoyed cordial relationship with its employees at all levels and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.
Your Company always endeavors to keep the time of response to Shareholders request at the minimum. Priority is accorded to address all issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.
Mar 31, 2018
To
The Members,
Kings Infra Ventures Limited.
The Directors have pleasure in submitting their 30th Annual Report on the business and operations of the Company audited Ind AS financial statements for the financial year ended 31st March, 2018 along with comparative Financial Statements for the financial year 2016-17 and opening Ind AS transition Balance Sheet as on 1st April 2016.
FINANCIAL RESULTS
The Company has adopted the Indian Accounting Standards, notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial Statements for the financial year 2016-17 have been restated to conform to Ind AS. The following table shows the operational results of the Company for the year 2017-18 as compared to that of the previous year.
Particulars |
2017-18(In Rs.) |
2016-17(In Rs.) |
Revenue from Operations |
95,800,099.06 |
94,083,166.59 |
Other Income |
9,18,458.33 |
5,26,053.54 |
Total Revenue |
96,718,557.39 |
94,609,220.13 |
Total Expense |
88,513,872.72 |
89,616,088.97 |
Profit before Interest, Depreciation and Tax |
82,04,684.67 |
49,93,131.16 |
Financial Cost |
3,853,009.00 |
3,266,813.87 |
Depreciation and Amortization |
336,823.21 |
202,067.90 |
Profit (Loss) before Tax |
8,204,684.67 |
4,993,131.16 |
Profit (Loss) after Tax |
6,010,108.25 |
3,734,781.64 |
Other comprehensive income/ (loss) (net of tax expenses) |
--- |
--- |
Total comprehensive (loss)/income for the period |
6,010,108.25 |
3,734,781.64 |
REVIEW OF OPERATIONS
FY 2017-18 was a challenging fiscal for the Company. The Company has addressed various issues on regulatory developments like implementation of GST, Ind AS etc.
Revenue for Financial Year March 31, 2018 stood at Rs. 96,718,557,39/- as against Rs. 94,609,220.13/- in the previous year, which shows an increase in revenue of Rs. 2,109,337.26/-. After providing for depreciation and taxation of Rs. 336,823.21/- & Rs.2,194,576.42/- respectively, the total comprehensive income of the Company for the period is Rs. 6,010,108.25/There were no material changes and commitments to affect the financial position of the company in between the end of the financial year on 31-03-2018 and the date of this report.
TRANSFER TO RESERVES
No amount was transferred to the reserves during the financial year ended 31 March, 2018.
DIVIDEND
In view of the expansion and diversification projects on hand and proposals under consideration, your Directors do not recommend the payment of Dividend for the year ended March 31, 2018.
DEPOSITS
Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposits does not arise.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
The Company is not having any Subsidiary, Joint Ventures and Associate Companies DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (3) and (5) of the Companies Act, 2013, your Directors confirm that:-
(a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that there are no material departures.
(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 of the profit of the Company for that year.
(c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
(d) Prepared the Annual Accounts on a going concern basis.
(e) Had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shaji Baby John, Chairman & Managing Director, Mr. Baby John Shaji, Joint Managing Director & CFO, Mr. Balagopalan Veliyath, Whole time Director and Ms. Meera Cyriac, Company Secretary & Compliance Officer of the Company are the Whole-time Key Managerial Personnel of the Company. Mr. Sooraj K ,Company Secretary & Compliance Office has vacated his office as the Whole-time KMP on 30th September, 2017.Ms.Meera Cyriac was appointed to fill the vacancy caused by the resignation of Mr. Sooraj K with effect from November 1, 2017.
Further no other director has been appointed or has retired or resigned during the year.
Mrs. Rita Shaji John, Non - Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board recommends her appointment.
The Board re-appointed Mr. Baby John Shaji as Joint Managing Director(&CFO) for a term of 5 years w.e.f. 29.10.2018 subject to the approval of the members of the Company at the ensuing Annual General Meeting.
The Board sought for Shareholders approval who has already attained 75 years on 08.08.2013 and attained 80 years on 08.08.2018 to continue his directorship subject to the approval of the shareholders at the ensuing Annual General Meeting.
The Board has considered the declarations given by independent directors under Section 149 (6) and the Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director. The Board has annually evaluated the performance of the Board, its committees and individual directors. None of the Directors is disqualified under Section 164 of the Companies Act, 2013.
MEETINGS OF THE BOARD
8 (Eight) meetings of the Board of Directors were held during the year. Details of Board meetings are included in Corporate Governance Report.
STATUTORY AUDITOR
M/s. Elias George and Co, Chartered Accountants(FR No. 000801S), Kochi, were appointed as the Auditors of the Company at the Annual General Meeting held on 23rd September 2017 to hold office for a period of 5 consecutive years. Necessary certificate has been obtained from the Auditors as per Section 139(1) of the Companies Act, 2013. The Auditorâs observations are suitably explained in notes to the Accounts and are self-explanatory.
The Auditorsâ Report for the financial year ended March 31, 2018 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit during the period under review.
SECRETARIAL AUDITOR
The Board has appointed M/s. G Porselvam, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2017-18. The secretarial audit report on the compliance of the applicable Acts, Laws, Rules, Regulations, Guidelines, Listing Agreement, Standards etc. as stipulated by Section 204 of the Companies Act 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of this report as âAnnexure - Aâ. The findings of the audit have been satisfactory.
PUBLIC SHAREHOLDING
About 28.31% of the paid up equity share capital of the Company are held by the public shareholders. The category-wise shareholdings are reported in the âExtract of Annual Returnâ forming part of the annual report.
LISTING AND DEMATERIALISATION
The equity shares of the Company are listed on the Bombay Stock Exchange Ltd. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return (Form MGT-9) pursuant to Section 92 of Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as âAnnexure - Bâ.
AUDIT COMMITTEE
The details pertaining to the composition of the audit committee are included in the Corporate Governance Report.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions which could have had a potential conflict with the interests of the Company.
The Company had not entered into any other contract/ arrangement/transaction with related parties which could be considered material as per Listing Agreement with Stock Exchanges during the reporting period. Further, there are no materially significant related party transactions during the year made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons.
The Board of Directors, as recommended by the Audit Committee, have adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy has been uploaded on the website of the Company. There has been no change in the policy since the last fiscal year.
However, the company has entered following related party transactions and sought for share holders approval in the Extra Ordinary General Meeting held on 28th March, 2018.
a. Kings Infra Ventures Limited will avail job working services for processing of aquaculture and seafood products for distribution and export from the processing plant belonging to Kings International Limited by entering a processing agreement for Job work for Aquaculture and seafood products subject to an amount of Rs. 5 Crore on annual basis.
b. The Company has proposed to enter into a âBusiness Takeover Agreementâ with M/s. SBJ Holdings to acquire the business of aquaculture and allied businesses of the latter on a going concern basis, other than that stated elsewhere in Business Takeover Agreement, on the Business Takeover Date i.e on 4th May 2018 on the terms and subject to the conditions set forth in the said Agreement. Parties has proposed to accept and acknowledge that Business Takeover is on a slump sale basis and for a net consideration not exceeding Rs. 3.5 Crores (Rupees Three Crore Fifty Lakhs Only) and the Business shall vest in the Company from the Business Takeover Date i.e on 4th May 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW & OUTFLOW
Your Company continues its efforts to improve energy conservation and utilization most efficiently to nurture and preserve the environment and to exploit all its avenues to adopt latest technology in its operations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this Annual Report as separate annexure.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not come within the purview of Corporate Social Responsibility.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has established a vigil mechanism for Directors and employees to report matters concerning unethical behavior, actual or suspected fraud or violation of the Companyâs code of conduct.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The company has not given any loans, guarantees or investments made covered under the provisions of Section 186 of the Companies Act, 2013.
BUSINESS RISK MANAGEMENT
The details of Risk Management Policy are included in the Management Discussion & Analysis, which forms part of this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of your Company formulated in accordance with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment for time being in force) .
The salient aspects covered in the Nomination and Remuneration policy have been outlined in the Corporate Governance Report which forms part of this report. The full policy is available at on the website of the Company at web linkhttp://www.kingsinfra.com/policies.html.
The statement containing the details required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) , 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as âAnnexure-Câ which forms part of this Report.
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fee for the year 2018-19 to BSE where the Companyâs Shares are listed.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of caste, creed or social class of the employees. No complaint from women employees was received during the year regarding sexual harassment. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
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 (Listing Obligation &Disclosure Requirements), Regulation, 2015. 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 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.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise
2. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
3. Disclosure regarding remuneration or commission to Managing Director or the Whole-time Directors from subsidiaries not applicable since there is no subsidiaries.
4. There is no change in the nature of business.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with its employees at all levels and looks forward to their continued support and higher level of productivity for achieving the targets set for the future.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to Shareholders request at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT
Your Directors wish to place on record their gratitude to Bankers, Share Transfer Agents, Auditors, Customers, Suppliers and Regulatory Authorities for their timely and valuable assistance and support. The Board values and appreciates the professionalism, commitment and dedication displayed by employees at all levels. Your Directors are thankful to the shareholders for their continued support and confidence.
By Order of Board of Directors
Sd/- Sd/-
Shaji Baby John Baby John Shaji
Chairman &Managing Director Joint Managing Director& Chief Financial Officer
DIN: 01018603 DIN: 03498692
Kochi
10/08/2018
Mar 31, 2016
To,
The Members,
Kings Infra Ventures Limited Thevara, Kochi
The Directors have pleasure in submitting their 28th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2016.
FINANCIAL RESULTS
Financial Results of the Company for the year under review along with the figures for previous year are as follows:
Particulars |
31-03-2016 |
31-03-2015 |
Net sales / Income from |
92,455,097.26 |
40,878,610.64 |
Operations |
||
Other Income |
227,343.25 |
771,085 |
Total Revenue |
92,682,440.51 |
41,649,695.64 |
Total Expense |
86,369,737.09 |
40,574,606.24 |
Profit Before Tax |
4,692,703.42 |
1,075,089.40 |
Profit After Tax |
4,710,378.79 |
1,103,373.48 |
Earnings Per Equity Share |
||
1. Basic |
0.33 |
0.36 |
2. Diluted |
0.33 |
0.36 |
REVIEW OF OPERATIONS
Revenue for Financial Year March 31, 2016 stood at Rs. 92,682,440.51/- as against Rs. 41,649,695.64/- in the previous year, which shows an increase in revenue of Rs. 51,032,744.87/-. After providing for depreciation and taxation of Rs. 261,276.25/- & Rs.-17,675.37/- respectively, the net profit of the Company is Rs. 4,710,378.79
There were no material changes and commitments to affect the financial position of the company in between the end of the financial year on 31-03-2016 and the date of this report.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.
DIVIDEND
In view of the expansion and diversification projects on hand and proposals under consideration, your Directors do not recommend the payment of Dividend for the year ended March 31, 2016.
DEPOSITS
Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposits does not arise.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
The Company is not having any subsidiary, Joint Ventures and Associate Companies DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors state that:
(i) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are 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 March 31, 2016 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 Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Director''s have prepared the annual accounts ongoing concern basis;
(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Directors
In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Rita Shaji John (DIN No. 01544753), Non- Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.
The Board re-appointed Mr. Shaji Baby John as Managing Director for a term of 05 years w.e.f. 01.06.2015 subject to the approval of the members of the Company at the ensuing Annual General Meeting.
The Board appointed Mr. Baby John Shaji as the Joint- Managing Director of the Company with effect from 28th March 2015
(b) Declaration by an Independent Director
The Company has complied according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.
(c) Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually.
STATUTORY AUDITOR
M/s. Sankar & Moorthy, Statutory Auditors of the Company, who were appointed to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2016-17, are eligible to continue the office. They have confirmed their eligibility to the effect that their ratification, if made, would be within the prescribed limits under the Act and that they are not disqualified.
The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s G Porselvam, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
MEETING OF THE BOARD
8 (Eight) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as separate annexure.
VIGIL MECHANISM
Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has established a vigil mechanism for Directors and employees to report matters concerning unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct.
BUSINESS RISK MANAGEMENT
The details of Risk Management Policy are included in the Management Discussion & Analysis, which forms part of this report
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
RELATED PARTY TRANSACTION
During the year under review, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material as per Listing Agreement with Stock Exchanges. Further, there are no materially significant related party transactions during the year made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons.
PARTICULARS OF EMPLOYEES
As required under the provisions of section 134 of Companies Act, 2013, read with the companies (Particulars of Employees) Rules, 1975, as amended by companies (Particulars of Employees) Amended Rules, 2011, there are no employee falling under the above category, thus no information is required to be given in the report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of caste, creed or social class of the employees. No complaint from women employees was received during the year regarding sexual harassment. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
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 (Listing Obligation & Disclosure Requirements), Regulation, 2015. 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 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.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The consumption of power was kept at the minimum possible level. The Company adheres to good practices especially in terms of safety, health, environment, etc. No special measures were taken to conserve it. No new technology was absorbed by the company during the period.
Kings Infra ventures Limited does not have any foreign exchange earnings and expenditure. CORPORATE SOCIAL RESPONSIBILITY
The Company does not come within the purview of Corporate Social Responsibility.
AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE & INVESTOR GRIEVANCE COMMITTEE
Details pertaining to composition of Audit Committee, Nomination & Remuneration Committee and Investor Grievance Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The policy of the Company on Directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, are under consideration.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
3. Disclosure regarding remuneration or commission to Managing Director or the Wholetime Directors from subsidiaries not applicable since there is no subsidiaries
4. There is no change in the nature of business
5. There are no share transfer/transmission related transactions during the period 01.04.2015 to 31.03.2016
6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
INVESTOR RELATIONS
Your Company always endeavors to keep the time of response to shareholders request at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' Grievance Committee of the Board meets periodically. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and cooperation received from the Banks, Government authorities, regulators, members and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company''s executives, staff and workers.
For Kings Infra Ventures Limited
Sd/- Sd/-
Dated: 13-08-2016
Place: Kochi Shaji Baby John Baby John Shaji
DIN:01018603 DIN:03498692
Managing Director Joint- Managing Director
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, 2011
The Directors have pleasure in presenting the Twenty Second Annual
Report together with the Audited Accounts of the Company for the
financial year ended March 31, 2011.
FINANCIAL RESULTS
The Financial highlights for the financial year ended March 31, 2011
are as under:
(Rs. In Lakhs)
FOR THE YEAR ENDED
PARTICULARS 31st March, 2011 31st March, 2010
Total income 342.75 210.83
Total Expenditure (Excluding Interest
& Financial Charges) 323.99 200.94
Profit Before Interest 18.26 9.89
Profit before Taxation 18.26 9.89
Provision for Taxation (0.37) 0.90
Profit After Tax 18.63 8.99
Earnings Per Share:
Basic 0.60 0.29
Diluted 0.60 0.29
BUSINESS OVERVIEW
During the year under review, your Company has recorded a turnover of
Rs.342.75 Lakhs (2009 Ã 10 Rs. 210.39 lakhs) resulting in a Net profit
of Rs. 18.26 lakhs (2009 Ã 10 Rs. 9.89 lakhs). During the year the
turnover has increased by 63% and profit by 115% respectively over the
previous year.
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, 2011.
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 Ã
concern basis.
DIRECTORS
In accordance with the provisions of Articles of Association of the
Company, Mr. T. Venkatramani, director of the Company retires at the
ensuing Annual General Meeting and being eligible, offer himself for
reappointment.
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 à appointment.
CORPORATE GOVERNANCE
A Report on Corporate Governance together with a Certificate from Mr.
K. G. Mohan, FCS, Company Secretary in Practice, on compliance with the
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is provided elsewhere in the Annual Report.
PARTICULARS OF EMPLOYEES
During the financial year ended March 31, 2011, 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 à 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 58 A of the Companies Act, 1956, during the financial year
ended 31st March, 2011.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
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.
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/-
Place: Cochin (SHAJI BABY JOHN)
Date: August 12, 2011 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