ikf technologies ltd share price Directors report


The Members,

Your Directors have pleasure in presenting the 20th Annual Report and the Audited Financial Statements for the Financial Year ended March 31, 2019.

1. Financial Performance

The summarized standalone results of your Company is given in the table below.

( in ‘000)

Financial Year ended



31/03/2019 31/03/2018
Revenue From Operations 1,41,686 4,01,375
Other Income 8,816 9,443
Total Income 1,50,501 4,10,818
Total Expenses 1,46,770 4,07,221
Profit/ (Loss) before Exceptional items & Tax 3,731 3,596
Less: Tax Expenses 4,009 1,064
Profit After Tax (278) 2,532
Other Comprehensive Income/(Loss) (31,060) (2,50,626)
Total Comprehensive Income/(Loss) for the year (31,338) (2,48,093)
Earning per Share: Basic & Diluted (0.001) 0.006

*previous year figures have been regrouped/rearranged wherever necessary.

Overview of Company Performance

Your Company has reported revenue from operation of Rs. (in,000) 1,50,501/- in the Financial Year 18-19, as compared to Rs.(in000) 4,10,818 in the Financial Year 17-18. The EPS for Financial Year 2019 stood at (0.001). Your Company has been making focused efforts to balance cost, Wealth Maximization. Cost effectiveness has been a key pillar of your Company, and will continue and intensify the thrust on cost effectiveness in the coming year as well.

The Consolidated Financial Statements reflect the financial position of the Company and those of its Subsidiaries. As required by Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as SEBI (LODR) Regulations, 2015), the Audited Consolidated Financial Statements together with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

Change in the Nature of Business

There is no Change in the nature of the business of the Company done during the year.

Material Changes affecting the Financial Position of the Company

As per the provisions Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report.

Dividend & Reserves

The Board of Directors of the Company have not recommended any dividend as your Director feel that it is prudent to plough back the profits for long term growth objectives of the Company and hence, do not recommend any dividend for the year ended 31st March, 2019. No amount was proposed to be carried to any of the reserves for the Financial Year 2018-19.

Subsidiaries & Associates

The Company has 2 subsidiaries and 1 associates company as on March 31,2019 within the meaning of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

IKF Green Fuel Limited, wholly-owned Subsidiary, incorporated in India under the Companies Act, 1956, having Registered Office at Shillong, Meghalaya.

IKF Telecom Inc., A Company organized under the laws of Delaware, U.S.A.

IKF Insurance Marketing Limited an Indian Associate, incorporated in India under Companies Act, 1956, having Registered office at Kolkata, West Bengal.

The Board of Director reviewed the affairs of the Subsidiaries and Associates Company. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the rules made there under, a statement containing the salient features of the financial statements of our Subsidiaries and Associates in the Form AOC-1 is annexed as Annexure-I and form part of this Report.

The statement provides the details of performance and financial position of each of the Subsidiaries and Associates.

Managements Discussion and Analysis Report

In terms of provisions of Regulation 34 Listing Regulations, the Management Discussion and Analysis is set out separately in this Annual Report.

Corporate Governance

Corporate Governance aims at creating ethical value that is not only profitable for the business but also aims at enhancing an organizations brand and reputation. Your Company is committed to achieve highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). A separate section on Corporate Governance as followed by your Company and as stipulated under SEBI LODR, Companies Act, 2013 and relevant rules made there under forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached to this Annual Report.

Risk Management

Your Company has embedded in the organization a Risk Management Framework, which would enable timely identification of risks, assessment and evaluation of the same in line with the overall objectives and set adequate mitigation strategy. The Risk Management Framework is reviewed by the Board and Risk Management Committee on a periodical basis to oversee that all the critical risk areas that the organization faces have been identified and assessed and there is an adequate risk management.

Significant & Material Orders Passed by the Regulators

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Board of Directors and Key Managerial Personnel Appointment of Director and Key Managerial Personnel

Ms. Padmasri Turlapati and Mr. Purna Chandra Rao Kesan Palli were appointed as additional and Independent Directors with effect from October 29, 2018. Dipti Pandey was appointed as an additional and Independent Director with effect from August 17, 2018. A resolution seeking shareholders approval for their appointment forms a part of the Notice.

Mr. Rohit Laxman Paradhe was appointed as an Additional Director (Executive) with effect from February 13, 2019 and resigned from the Board w.e.f April 10, 2019.

Ms. Diprani Thakur resigned from post of Secretary of the Company w.e.f. April 19, 2018 and Ms. Priyanka Chowdhary was appointed as Company Secretary w.e.f. April 20, 2018. Further Ms. Priyanka Chowdhary resigned from post of Secretary of the Company w.e.f. November 10, 2018 and Ms. Rani Didwani was appointed as Company Secretary w.e.f. March 15, 2019.

Mr. Arun Kumar Agarwal resigned from the post of Chief Financial Officer of the Company w.ef. November 21, 2018 and Mr. Manpreet Singh Grewal, was appointed as CFO of your Company with effect from January 1,2019. As per provisions of Section 203 of the Companies Act, 2013 he was also been appointed as Whole- Time Key Managerial Personnel of the Company.

Your Board recommended re-appointment of Mr. Sunil Kumar Goyal as a Whole-time Director, liable to retire by rotation, of the Company for a period of five years with effect from May 30, 2018 to May 29, 2023. A resolution seeking shareholders approval for his re-appointment as Whole-time Director forms a part of the Notice.

Retirement and Re-Appointment

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sunil Kumar Goyal, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for reappointment.

Committees of the Board

The Board of Directors of your Company had constituted Five committees for best Corporate Governance Practices and in compliance with the provisions of the Companies Act, 2013 and SEBI LODR comprising of Audit Committee, Nomination and Remuneration Committee, Management Committee, Risk management Committee and the Stakeholders Relationship Committee. A detailed note on composition of these Committees, including number of meetings held and attendance during the financial year, have been disclosed separately in the Corporate Governance Report section of this Annual Report.

Number of meetings of the Board

Meetings of the Board of Directors are scheduled at regular intervals to discuss, decide and approve on various business policies, strategies, financial performance and other matters. The schedule of the meeting are circulated in advance, to ensure proper participation of the Directors in the Meeting. The Board of Directors met Five times during the financial year 2018-19. The intervening gap between the two consecutive meetings did not exceed one hundred and twenty days as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015. Details of the meetings and attendance of the Board of Directors held during the Financial Year 2018-19 are disclosed in Corporate Governance Report which forms part of Annual Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the financial year 2018- 19 in accordance with the framework. The Detail of Boards and Committee is presented in a separate section as Corporate Governance in this Annual Report.

Statement on Declaration of Independent Director

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made there under and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

Related Party Transactions

All the related party transactions as defined under Sec 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations and entered during the financial year were in the ordinary course of business and on arms length basis. There were no significant material transactions entered with the related parties which were in conflict with the interest of the Company. Particulars of Contracts or arrangements made with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure-II in this Boards Report.

Policy on Directors Appointment and Remuneration

The policy of the Company on appointment and remuneration of Directors as formulated by Nomination and Remuneration Committee is annexed as Annexure-III in this report which includes criteria for determining qualifications, positive attributes, independence of directors and remuneration for the directors and other perspective as laid down under section 178 of the Companies Act, 2013 and SEBI LODR Regulations, 2015. As per the act, the Company should have optimum combination of executive and non-executive directors with at least one woman director. As on 31st March, 2019, the Board consists of 4 Directors of which 3 are Non-Executive Directors, including one woman independent director.

Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements 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 and loss of the Company for that period;

c) That they had 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 the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


The Company has not accepted any fixed deposits and as such no amount of principal or interest was outstanding as on the balance sheet closure date.

Particulars of Loans, Advances, Guarantees and Investments

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), disclosure on particulars relating to Loans, advances, guarantees and investments are provided in this Audited Financial Statement forms part of this Annual.

Statutory Auditors

M/s Agarwal Viswanath & Associates, Chartered Accountants, were appointed as Statutory Auditors from the conclusion of 18th AGM till the 23rd AGM to be held in the year 2022.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Explanation to Auditors Comments

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 contain any qualification, reservation, adverse remarks or disclaimer.

Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013, your Company has appointed M/s V S Goyal & Associates, Chartered Accountants, as Internal Auditor of the Company w.e.f 14th September, 2018, to conduct internal audit of the functions and activities of the Company.

Cost Auditor

The provisions of Section 148 of the Companies Act, 2013 doesnot apply to the Company and hence, no cost Auditors are appointed.

Secretarial Auditor

Secretarial Audit for the financial year 2018-19 was conducted by Mr Arvind Bajpai, Company secretary, (C.P no. 11186) as required under section 204 of the Companies Act, 2013 read with relevant Rules made there under. The Secretarial Audit Report for FY 2018-19 is annexed herewith as Annexure-4. The Report does not contain any qualification, or adverse remarks.

Particulars of Employees

In terms of the provisions of Section 197(2) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, there are no employees who have drawn remuneration in excess of the limits set out in the said rules.

Corporate Social Responsibility

The provisions of Corporate Social Responsibility in terms of Section 135 of the Companies Act 2013 and doesnot applies to Company, but the Company being a Corporate Citizen accepts its responsibility towards society at large.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

The relevant information as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure-V to the Boards Report.

Disclosure under The Sexual Harassment Of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. IKF has established suitable mechanisms to ensure issues related to sexual harassment, are effectively addressed. IKF believes in providing favorable working environment devoid of discrimination and harassment. Sexual harassment is a form of misconduct that undermines the employment relationship Sexual harassment at the work place or other than work place if involving employees is a grave offence and is, therefore, punishable. During the year under review, no complaints were reported to the Board.

Code of Conduct for Prevention of Insider Trading:

Code of Conduct for the prevention of Insider Trading is in accordance with the requirement specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the Board has adopted the same. The details of the Code of Conduct for the prevention of Insider Trading is also available at on the website of the Company at www.ikf-technologies.com.

Whistle Blower Policy

The Company has implemented whistle blower policy/vigil mechanism as envisaged in Companies Act, 2013 and SEBI LODR to enable directors, employees and stakeholders report about any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill. The details of the Whistle Blower Policy are provided in the Corporate Governance Report and is also available at on the website of the Company at www.ikf-technologies.com.


The Company has Internal Financial Control framework, commensurate with the size, scale and complexity of its operations. The framework has been designed to provide reasonable assurance with respect to recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The controls, based on the prevailing business conditions and processes have been tested during the year and no reportable material weakness in the design or effectiveness was observed.

Extracts of the Annual Return

An extract of the annual return as provided under subsection 3 of Section 92 and in line with Section 134(3)(a) of the Companies Act, 2013 MGT-9 has been annexed to the Directors Report as Annexure-VI.

Share Capital

During the year there was no change in the Companys issued subscribed and paid-up equity share capital.

Buy Back Of Securities

The Company has not bought back any of its securities during the year under review.

Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

Bonus Shares

No Bonus Shares were issued during the year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.


Your directors take this opportunity to express their deep and sincere gratitude to shareholders, customers, dealers, agents, Suppliers, investors, bankers for their continued support and faith during the year. Your Directors place on record a deep sense of appreciation for the commitment shown by the employees at all levels whose contribution was significant to the growth of the Company. Your directors also thank for the valuable guidance and support given by the Government of India, various State Government Departments, Ministry of Corporate Affairs, Income Tax Authority and all other regulatory authorities for their assistance and co-operation during the year and look forward for the same in the future.

For and Behalf of the Board
IKF Technologies Limited
Sunil Kumar Goyal
Date: 14.08.2019 DIN: 00550933
Place: Kolkata