To
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 |
| Particulars |
Standalone |
|
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.
Deposits
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.
INTERNAL FINANCIAL CONTROL
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.
Acknowledgments
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 |
|
Chairman |
| Date: 14.08.2019 |
DIN: 00550933 |
| Place: Kolkata |
|
+91-9892691696
