Kings Infra Ventures Ltd Directors Report.

To

The Members,

Kings Infra Ventures Limited.

The Directors have pleasure in submitting their 32nd Annual Report on the business and operations of the Company audited Ind AS financial statements for the financial year ended 31st March, 2020 along with comparative Financial Statements for the financial year 2018-19.

FINANCIAL RESULTS

Particulars 2019-20 (In Rs.) 2018-19 (In Rs.)
Revenue from Operations 331,417,008.04 335,140,619.52
Other Income 5,131,675.42 1,051,696.69
Total Revenue 336,548,683.46 336,192,316.21
Total Expense 327,982,143.96 317,551,659.48
Profit before Interest, Depreciation and Tax 31,171,963.86 26,597,703.06
Finance Cost 22,102,823.00 7,391,777.50
Depreciation and Amortization 502,600.88 565,268.83
Profit (Loss) before Tax 8,566,539.49 18,640,656.73
Profit (Loss) after Tax 3,877,963.19 11,823,707.21
Other comprehensive income/ (loss) (net of tax expenses) --- ---
Total comprehensive (loss)/income for the period 3,877,963.19 11,823,707.21

REVIEW OF OPERATIONS

During the financial year 2019-20 the total turnover of your Company stood at 331,417,008.04.Your Company witnessed a marginal decline of 1.11% in turnover from that of the previous year. Revenue from operations for financial year March 31, 2020 stood at Rs. 336,548,683.46/-There is an increase in the total revenue by Rs.356,367.25 from that of the previous year. After providing for depreciation and taxation of Rs.502,600.88/- & Rs.4,688,576.30/- respectively, the total comprehensive income of the Company for the period is Rs.3,877,963.19/-.

The Management Discussion and Analysis Section focuses on your Companys 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 31-03-2020 and the date of this report.

TRANSFER TO RESERVES

It is to be noted that no amount was transferred to the reserves during the financial year ended 31st March, 2020.

DIVIDEND

As a part of COVID-19 strategy, it has been decided to focus and develop the Japanese, Middle East and European Union markets and divert at least 50% of the current supplies from the Chinese market. Your Company has also stepped into domestic marketing by starting its domestic vertical with a B2B platform King Fresh to cater the domestic market segment in the country in order to counter the impact of the COVID-19 pandemic in global markets. Your Company has entered into agreement with one of the Fortune 500 Japanese technology Companies for introducing precision aquaculture utilizing AI and IOT solution. All these activities continues to gain traction after the lockdown restrictions were relaxed.

Since considerable outlay of funds are required for all these activities to navigate through the current market situation, your Directors do not recommend payment of dividend for the year ended March 31, 2020.

DEPOSITS

You would be delighted to notice that your Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

UNSECURED LOAN FROM DIRECTORS

The details of unsecured loan(s) from Directors of the Company for the period under review are as follows;

Sl.No Name of Director 2019-20 2018-19 Additions/ Reductions
1 Shaji Baby John 34,949,702.04 43,570,705.21 (8,621,003.17)
2 Baby John Shaji 511,370.00 590,0000.00 (78,630.00)
3 Rita Shaji John 6,422,888.76 -- --
TOTAL 41,883,960.80 45,697,871.21

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

This is to confirm that your Company does not have any subsidiary, joint ventures or associate companies.

CONVENING ANNUAL GENERAL MEETING THROUGH AUDIO VISUAL MEANS

Considering the present COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) has vide its General Circular No. 20/2020 dated 5th May 2020 read with General Circular No. 14/2020 dated 8th April 2020; General Circular No. 17/2020 dated 13th April 2020 (collectively referred to as MCA Circulars) and other applicable circulars issued by the Securities and Exchange Board of India (SEBI) permitted convening the Annual General Meeting through Video Conference (VC)/Other Audio Visual Means (OAVM), without the physical presence of the Members at a common venue. In compliance with the MCA Circulars, applicable provisions of the Companies Act, 2013 and Listing Regulations, the 32nd Annual General Meeting of your Company will be convened and conducted through VC/OAVM.

DIRECTORS 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, 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.

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, Mr. Ajithlal, 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 subject to the approval of the members at the ensuing AGM.

Mr. Alexander John Joseph, Independent Director holds office till 27th December, 2020 and is eligible for re-appointment for a second term of 5 years. Keeping in view, Mr. Alexander John Josephs rich and varied experience, the Board is of the opinion that it would be in the interest of the Company to reappoint him as Non-Executive Independent Director of the Company for a period of 5 years with effect from 28th December, 2020.

Further no other director was appointed nor anyone retired or resigned during the financial year 2019-20.

The Board further considered the declarations given by independent directors under Section 149 (6) and the Companys 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.

Mrs. Rita Shaji John, Non-Executive Director resigned from the Board of Directors with effect from 28.07.2020 due to personal reasons. Mrs. Jyothi Maniyamma Vazhappallil was appointed as the Additional Director Non-Executive Woman Director with effect from 28.07.2020.She was re-designated as Additional Director (Independent Woman Director) in the Board meeting held on September 7th, 2020 considering her independent status.

Mr. Chundezhom Karunakara Panicker Gopalan Nair (DIN: 02662315) was appointed as Additional Director (Non-Executive and Non-Independent) of the Company in the board meeting held on 07th September, 2020,who shall hold office upto the conclusion of this Annual General Meeting.

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. 2020 to which the Financial Statements relate and the date of the report

MEETINGS OF THE BOARD

Six (6) 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 September 23, 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 Auditors observations are suitably explained in notes to the accounts and are self-explanatory.

The Auditors Report for the financial year ended March 31, 2020 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 2019-20. 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.

PUBLIC SHAREHOLDING

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.

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 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

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.

AUDIT COMMITTEE

The details pertaining to the composition of the audit committee are included in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

All transactions entered with related parties during the year under review are on arms 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.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE INFLOW & OUTFLOW

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.

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.

STRATEGIC INITIATIVES

Your Company has entered into proof of concept agreement with M/s. NEC Corporation, Japan for precision aquaculture of Vannamei Shrimps.

PERSONNEL

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.

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 Companys code of conduct.

ISSUE OF SECURED NON-CONVERTIBLE DEBENTURES

During FY 2019-20, your Company has taken approval of the Board and Shareholders for the issue of Secured Non-Convertible Debentures of Rs.25 Crore to meet the ongoing funding requirements for expansion of seafood processing facilities, redevelopment and expansion of aquaculture facilities, infrastructure for food, production, marketing, exports and other business operations of the Company .The Company had issued 9050 debentures with a face value of Rs.1000 aggregating to Rs.90,50,000 on 22.06.2020.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loans, guarantees or investments 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 form 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 form 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 reenactment 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.

IMPACT OF COVID-19 ON BUSINESS

The rapid increase in COVID-19 cases across the country has forced Government to implement stringent measures across the country. Your Company considering the safety and wellbeing of all the employees and their families has enabled work from home facility for sustained operations. The operations of factory at Tuticorin have been resumed from the mid of May, 2020 after relaxations announced by Government of India .The timely support from the Bankers and Government helped the Company to resume its operations. Based on the Government guidelines to prevent importation of infection in workplace, your Company has implemented preventive and response measures to be observed to reduce the risk of infection with COVID-19.

Your Company has reworked strategies for the export markets in the wake of this pandemic. It has been decided to focus and develop the Japanese, Middle East and European Union markets and divert at least 50% of the current supplies from the Chinese market. Even though US is the biggest market, the Company proposes to first stabilize the exports to the Japanese, ME and EU markets before entering the US market.

The Company now proposes to enter the Domestic Market as there exists a big opportunity to develop this segment for premium quality seafood in institutional packs as well as retail packs both for Institutional customers as well as retail customers. The Company has made arrangements to start its domestic vertical with a B2B platform King Fresh and has started getting orders from the domestic market.

The timely support from Government, Banks and the proactive measures adopted by the Company as mentioned above will help the Company to overcome the adverse impact of the Covid-19 pandemic.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the annual listing fee for the year 2020-21 to BSE where the Companys 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 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.

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 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 Companys 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 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 dematerialization 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.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31/03/2020 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

The Members,

M/S. KINGS INFRA VENTURES LIMITED

CIN: L05000KL1987PLC004913

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/S. Kings Infra Ventures Limited; (hereinafter called the Company)

(CIN:L05000KL1987PLC004913) Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the M./s. KINGS INFRA VENTURES LIMITED, books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31/03/2020 has complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. KINGS INFRA VENTURES LIMITED for the financial year ended on 31/03/2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

The Company has duly complied with the procedure laid under The Companies Act 2013 and forms, returns in this connection have been duly filed, and there are no adverse remarks or qualification in this aspect.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made

thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share based Employees Benefits ) Regulations, 2014

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(vi) As informed to me the following other Laws specifically applicable to the Company

as under

a. Factories Act, 1948

b. Industrial dispute Act, 1947

c. The Employees Provident Funds and Miscellaneous Provisions Act, 1952

d. Employees State Insurance Act, 1948

e. Shop & Establishment Act, 1948

f. The Code on Wages, 2019

g. The Payment of Gratuity Act, 1972

h. The Contract Labour (Regulation and Abolition) Act, 1970

i. The Maternity benefit Act, 1961

j. The Child Labour Prohibition and Regulation Act, 1986

k. The Industrial Employment (Standing Order) Act, 1946

l. The Employee Compensation Act, 1923

m. The Apprentices Act, 1961

I have also examined compliance with the applicable provisions of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of

India.

(ii) The Regulation 17(8) of SEBI (LODR) Regulation, 2015 entered into by the

Company with Bombay Stock Exchange of India Limited;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The Company has duly complied with the various provisions contained in the Act; there are no remarks as on date of issue of the report.

I further report that

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors, and Women Director. There is no change in the composition of the Board of Directors during the Financial Year under review.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on

the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/ actions in pursuance of the above referred laws, rules, regulation, guidelines, etc, having a major bearing on the companies affairs.

Place : Cochin Signature: Sd/-
Date : 07/09/2020 Name : G.Porselvam
C P No : 3187
UDIN : A009322B000673964