Kings Infra Ventures Ltd Directors Report

To

The Members,

Kings Infra Ventures Limited.

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

 

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	-
Finance 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	-

REVIEW OF OPERATIONS

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 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 31.03.2023 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 ending 31st March 2023.

DIVIDEND

Your Directors do not recommend payment of dividend for the year ended March 31, 2023.

DEPOSITS

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.

UNSECURED LOAN FROM DIRECTORS & PROMOTERS

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

Sl. No 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

SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Except Kings Maritech Ecopark Limited & Kings SISTA360 Private Limited that your Company does not have any subsidiary, joint ventures or associate companies.

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, 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 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.

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

MEETINGS OF THE BOARD

Five (5) 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 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 Auditors 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.

SECRETARIAL AUDITOR

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.

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 EXCHANGEE;: INFLOW & OUTFLOW ^J

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

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 companys 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 companys illustrious four-decade journey. King Fresh Seafood represents the yet another stride in Kings Infras 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 companys 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.

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

During the financial year 2022-2023 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

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 Companys 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.

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 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.

LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the annual listing fee for the year 2023-24 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 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/-

Shaji Baby John

Chairman & Managing Director

DIN: 01018603

Sd/-

Baby John Shaji Joint Managing Director

DIN: 03498692

Kochi

30.08.2023

(Annexure-B to Board Report)

Form No. MGT-9

Extract of Annual Return as on the financial year ended on 31.03.2023 of

KINGS INFRA VENTURES LIMITED

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

(l)REGISTRATION & OTHER DETAILS:

1 Name of Company	KINGS INFRA VENTURES LIMITED
2 CIN	L05000KL1987PLC004913
3 Date of Incorporation	23/11/1987
4 Category/Sub-Category of the company	Public Company Limited By Shares
5 Address of the Registered office & contact details	14 B, 14thFloor, The Atria, Opp. Gurudwara Temple, Thevara, Ernakulam- KL 682015 Ph: 0484 6586557
6 Whether Listed Company	Listed
7 Name, Address & Contact details of the Registrar & Transfer Agent, if any.	S.K.D.C Consultants Limited, "Surya" 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore - 641028, TN, India Phone: +91 422 4958995, 2539835/ 836 Fax: +91 422 2539837 Email: info@skdc- consultants.com : www.skdc- consultants.com

(II) PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated

(III) PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES- NA

(IV) SHAREHOLDING PATTERN (Equity Share capital Breakup as % to total Equity)

(i)Category-wise Shareholding

Category of shareholders	No of Shares held at the beginning of the year				No of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a. Individual	80507 78	111300	81620 78	34.714 %	805077 8	111300	8162 078	34.714 %
b. Body corporate	86935 25	0	8693 525	36.97 4%	869352 5	0	8693 525	36.974 %
SUB TOTAL (A)(1)	16744 303	111300	16855 603	71.688 %	167443 03	111300	1685 5603	71.688 %
(2) Foreign	0	0	0	0	0	0	0	0
SUB TOTAL (A)(2)	0	0	0	0	0	0	0	0
Total Shareholding of Promoter	16744 303	111300	16855 603	71.688 %	167443 03	111300	1685 5603	71.688 %
Category of shareholders	No of Shares held at the beginning of the year				No of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
B. Public Shareholding
(1) Institutions	0	0	0	0	0	0	0	0	0
Sub Total (B)(1)	0	0	0	0	0	0	0	0	0
(2)Non-Institutions
(a)Bodies Corporate
i) Indian	1080419	10000	1090419	4.638%	744901	10000	754901	3.253%	1.385%
b) Individuals
i)Individuals holding nominal share capital up to 2Lakhs	518651	198613	717264	3.051%	2270946	234913	2044133	9.693%	6.642%

 

Category of shareholders	No of Shares held at the beginning of the year				No of Shares held at the end of the year				% change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
Individuals shareholders holding nominal share capital in excess of Rs.2 lakhs	4525621	66350	4591971	19.531%	3168153	29550	3138603	13.474%	6.057 %
(c)Others (NRI)	131124	0	131124	0.557%	234074	0	234074	0.999%	-0.442%
(d)Clearing Member	32073	0	32073	0.136%	42008	0	42008	0.178%	-0.042%
(e)HUF	93796	0	93796	0.399%	168465	0	168465	0.716%	-0.317%
Sub Total(B)(2)	6381684	274963	6656647	28.312%	6382184	274463	665664 7	28.312%	0
Total Public Shareholding (B) = (B)(1) + (B)(2)	6381684	274963	6656647	28.312%	6382184	274463	6656647	28.312%	0
C. Shares held by Custodian of GDRs and ADRs	0	0	0	0	0	0	0	0	0
Grand Total	23125987	386263	23512250	100%	23126487	385763	2351225 0	100%	0

(ii)Share Holding of Promoters as on 31.03.2023

Sl. No. Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
	No of shares	% of total shares of the Company	% of shares pledged encumbered to total shares	No of shares	% of total shares of the Company	% of shares pledged encumbered to total shares
Shaji Baby John	4957428	21.084	NIL	4957428	21.084	NIL	0.000
2 Venus Fisheries Pvt Ltd	4683525	19.920	NIL	4683525	19.920	NIL	0.000
3 Baby John Shaji	1389000	5.908	NIL	1389000	5.908	NIL	0.000
4 Kings Propex Ventures Limited (Formerly known as Kings Properties and Housing Ltd)	1250000	5.316	NIL	1250000	5.316	NIL	0.000
5 Good Times India Holidays & Travels Pvt Ltd	1250000	5.316	NIL	1250000	5.316	NIL	0.000
6 Kings Infomatica Solutions Pvt Ltd	1250000	5.316	NIL	1250000	5.316	NIL	0.000
7 Shibu Baby John	473900	2.016	NIL	473900	2.016	NIL	0.000
8 Rita Shaji John	668025	2.841	NIL	668025	2.841	NIL	0.000
9 King Fisheries Ltd	260000	1.106	NIL	260000	1.106	NIL	0.000
10 Sheela James	176300	0.750	NIL	176300	0.750	NIL	0.000
11 Annamma Baby John	172625	0.734	NIL	172625	0.734	NIL	0.000
12 Peter John	129000	0.549	NIL	129000	0.549	NIL	0.000
13 C Baby John	111300	0.473	NIL	111300	0.473	NIL	0.000
14 Annie Mathew John	84500	0.359	NIL	84500	0.359	NIL	0.000
Total	16855603	71.688	NIL	16855603	71.688	NIL	0.000

 

Sl. No. Particulars	Shareholding at the beginning of the Year		Cumulative Shareholding during the year
	No. of Shares	% of total shares of the Company	No of shares	% of total shares of the Company
I. Shaji Baby John
At the beginning of the year	4957428	21.084	4957428	21.084
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	4957428	21.084
At the end of the year	4957428	21.084	4957428	21.084
II. Venus Fisheries Private Limited
At the beginning of the year	4683525	19.92	4683525	19.92
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	4683525	19.92
At the end of the year	4683525	19.92	4683525	19.92
III. Baby John Shaji
At the beginning of the year	1389000	5.908	1389000		5.908
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	1389000		5.908
At the end of the year	1389000	5.908	1389000		5.908
IV. Good Times India Holidays & Travels Pvt Ltd
At the beginning of the year	1250000	5.316	1250000		5.316
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	1250000		5.316
At the end of the year	1250000	5.316	1250000		5.316

 

V. Kings Informatics Solutions Private Limited
At the beginning of the year	1250000	5.316	1250000	5.316
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	1250000	5.316
At the end of the year	1250000	5.316	1250000	5.316
VI. Kings Propex Ventures Limited (Formerly known as :Kings Properties and Housing Ltd)
At the beginning of the year	1250000	5.316	1250000	5.316
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	1250000	5.316
At the end of the year	1250000	5.316	1250000	5.316
VII. Rita Shaji John
At the beginning of the year	668025	2.841	668025	2.841
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	668025	2.841
At the end of the year	668025	2.841	668025	2.841
VIII. Shibu Baby John
At the beginning of the year	473900	2.016	473900	2.016
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	473900	2.016
At the end of the year	473900	2.016	473900	2.016
IX. King Fisheries Ltd
At the beginning of the year	260000	1.106	260000	1.106
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	260000	1.106
At the end of the year	260000	1.106	260000	1.106

 

X. Sheela James
At the beginning of the year	176300	0.75	176300	0.75
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	176300	0.75
At the end of the year	176300	0.75	176300	0.75
XI. Annamma Baby John
At the beginning of the year	172625	0.734	172625	0.734
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	172625	0.734
At the end of the year	172625	0.734	172625	0.734
XII. Peter John
At the beginning of the year	129000	0.549	129000	0.549
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	129000	0.549
At the end of the year	129000	0.549	129000	0.549
XIII. C Baby John
At the beginning of the year	111300	0.473	111300	0.473
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	111300	0.473
At the end of the year	111300	0.473	111300	0.473
XIV. Annie Mathew John
At the beginning of the year	84500	0.359	84500	0.359
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	84500	0.359
At the end of the year	84500	0.359	84500	0.359

(iii) CHANGE IN PROMOTERS SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE): NIL

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs &ADRs)

Sl. No For Each of the Top 10 Shareholders	Shareholding at the beginning of the year		Shareholding at the end of the year
	No. of Shares	% of total shares of the Company	No of shares	% of total shares of the Company
1. Sushil Lahoti	400000	1.701	534200	2.272
2 Sameera Chandra	379376	1.613	379376	1.613
3 Sashi Lahoti	-	-	265000	1.12
4 Analysis Securities Pvt Ltd	240000	1.021	240000	1.02
5 Naveen Thomas	95760	0.407	121959	0.518
6 Resource Vincom Private Limited	-	-	120122	0.510
7 Rajesh Kumar Jhunjhunwala	120000	0.510	120000	0.510
8 Mable Rajesh	103300	0.439	106000	0.450
9 Ravindra Kumar N	156116	0.664	90772	0.381
10 Kapita Financial Services Private Limited	5000	0.021	90406	0.380

(iv) Shareholdings of Directors & KMP

Sl. No Directors & KMP	Shareholding at the end of the year		Cumulative Shareholding during the year
	No. of shares	% of total shares of the Company	No of shares	% of total shares of the Company
1 Shaji Baby John : Chairman & Managing Director
At the beginning of the year	4957428	21.084	4957428	21.084
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	-	-
At the end of the year	4957428	21.084	4957428	21.084
2 Baby John Shaji - Joint Managing- Director
At the beginning of the year	1389000	5.908	1389000	5.908
Date wise increase/decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc.)	-	-	-	-
At the end of the year	1389000	5.908	1389000	5.908

(vi) Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year	100,948,352.99	33,681,616.71	-	134,629,969.70
i) Principal Amount	100,948,352.99	33,681,616.71	-	134,629,969.70
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	100,948,352.99	33,681,616.71	-	134,629,969.70
Change in Indebtedness during the financial year
Additions	51,387,488.32	52,794.00	-	51,440,282.32
Reduction	-	-	-	-
Net Change	51,387,488.32	52,794.00		51,440,282.32
Indebtedness at the end of the financial year
i) Principal Amount	152,335,841.31	33,734,410.71	-	186,070,252.02
ii) Interest due but not paid	-	-	-	-
iii) Interest accrued but not due	-	-	-	-
Total (i+ii+iii)	152,335,841.31	33,734,410.71	-	186,070,252.02

(Vll) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. REMUNERATION TO MANAGING DIRECTOR, WHOLE TIME DIRECTOR AND / OR MANAGER:

Sl No. Particulars of Remuneration	Name of the Director	Name of other Director	Name of the Director	Total Amount
	Shaji Baby John-CMD	Baby John Shaji-JMD (KMP)	Balagopalan Veliyath
1 Gross Salary	NIL	15,60,000	9,60,000	25,20,000
(a)Salary as per provisions contained in section17(1) of the Income Tax.1961.	NIL	NIL	NIL	-
(b)Value of perquisites u/s17(2)of the Income tax Act,1961	NIL	NIL	NIL	-
(c)Profits in lieu of salary undersection17(3)of the Income Tax Act,1961	NIL	NIL	NIL	-
2 Stock option	NIL	NIL	NIL	-
3 Sweat Equity	NIL	NIL	NIL	-
4 Commission	NIL	NIL	NIL	-
as % of profit	NIL	NIL	NIL	-
5 Others, please specify	NIL	NIL	NIL	-
Total (A)	-	15,60,000	9,60,000	25,20,000

#The Nomination and Remuneration Committee approved the request of the Managing Director to waive his right to receive salary from November 2016 onwards.

B.REMUNERATION TO THE DIRECTORS:

Sl. No. Particulars of Remuneration		Narayana Pillai Rajendran	Rathina Asohan	Total Amount
1	Independent Directors	1,98,000	1,98,000	3,96,000
	Fee for attending board committee meetings
	Commission	-	-	-
	Others, please specify	-	-	-
	Total (1)	1,98,000	1,98,000	3,96,000
2	Other Non-Executive Directors	NIL	NIL	NIL
	Fee for attending board committee meetings	NIL	NIL	NIL
	Commission	NIL	NIL	NIL
	Others, please specify	NIL	NIL	NIL
	Total (2)	NIL	NIL	NIL
Total (B) = (1+2)		NIL	NIL	NIL
Total Managerial Remuneration		1,98,000	1,98,000	3,96,000
Overall Ceiling as per the Act		NIL	NIL	NIL
SI No. Particulars of Remuneration		Jyothi VM	Thirunilath Vinayakumar	Total Amount
1	Independent Directors	1,26,000	90,000	2,16,000
	Fee for attending board committee meetings
	Commission	NIL	NIL	NIL
	Others, please specify	NIL	NIL	NIL
	Total (1)	1,26,000	90,000	2,16,000
2	Other Non-Executive Directors	NIL	NIL	NIL
	Fee for attending board committee meetings	NIL	NIL	NIL
	Commission	NIL	NIL	NIL
	Others, please specify	NIL	NIL	NIL
	Total (2)	NIL	NIL	NIL
Total (B) = (1+2)		NIL	NIL	NIL
Total Managerial Remuneration		1,26,000	90,000	2,16,000
Overall Ceiling as per the Act		NIL	NIL	NIL

C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/ WTD:

SI No. Particulars of Remuneration	Key Managerial Personnel	Key Managerial Personnel	Total Amount
	Chief Financial Officer	Company Secretary & Compliance Officer
Gross salary	9,00,000	5,04,000	14,04,000
(a)Salary as per provisions contained in section17 (1) of the Income Tax,1961.	-	-	-
(b)Value of perquisites u/s17(2)of the Income tax Act,1961	-	-	-
(c)Profits in lieu of salary undersection17 (3)of the Income Tax Act,1961	-	-	-
2 Stock option	-	-	-
3 Sweat Equity	-	-	-
4 Commission	-	-	-
as % of profit		-	-
5 Others, please specify	-	-	-
Total (A)	9,00,000	5,04,000	14,04,000

VIII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENSES: NIL

Type	Section of the Companies Act	Brief Description	Details of Penalty/Punishment/Compounding imposed	Authority RD/NCLT/COURT]	Appeal made, If any (Give details)
A. COMPANY
Penalty	NA	NA	NA	NA	NA
Punishment	NA	NA	NA	NA	NA
Compounding	NA	NA	NA	NA	NA
B. DIRECTORS
Penalty	NA	NA	NA	NA	NA
Punishment	NA	NA	NA	NA	NA
Compounding	NA	NA	NA	NA	NA
C. OTHER OFFICERS IN DEFAULT
Penalty	NA	NA	NA	NA	NA
Punishment	NA	NA	NA	NA	NA
Compounding	NA	NA	NA	NA	NA

(Annexure-C to Board Report)

A. Details pertaining to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016

1.The Ratio of the Remuneration of each Director to the Median Remuneration of the Employees of the Company For the Financial Year 2022-2023:

Executive Director	Ratio of Median Remuneration
Shaji Baby John	0.000*
Baby John Shaji	4.81
Balagopalan Veliyath	2.96

**Nomination and Remuneration Committee approved the request of Managing Director to waive his right to receive salary from November 2016 onwards.

2. The percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer and Company Secretary in the Financial year:-

Name	Designation	% of increase
Shaji Baby John	Managing Director	Nil
Baby John Shaji	Joint- Managing Director	Nil
Balagopalan Veliyath	Whole-Time Director	Nil
Lalbert Aylisilasi C Cherian	Chief Financial Officer	Nil
Nanditha T	Company Secretary	Nil

** Nomination and Remuneration Committee approved the request of Managing Director to waive his right to receive salary from November 2016 onwards.

3. The percentage increase in the Median Remuneration of Employees in the Financial Year 2022-23

The percentage increase in the median remuneration of employees during the year is 8.00%.

4. The number of permanent employees on the rolls of the Company is 17 as of 31st March 2023.

5. Affirmation that the remuneration is as per the Remuneration Policy of the Company

It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel, and Senior Management is as per the Remuneration Policy of the Company.

6. No employees remuneration for the year 2022-23 exceeded the remuneration of any of the Directors.

7. Companys performance has been provided in the Board Report which forms part of the Annual Report.

B. None of the employees, whether employed for the part of the year or for the full year, during the year 2022-23 was drawing remuneration exceeding the limits as laid down u/s 197 (12) of the Companies Act, 2013 read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managing Personnel) Rules, 2014 as amended by Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

For and on behalf of the Board of Directors

Sd/-

Shaji Baby John Chairman & Managing Director DIN: 01018603

Kochi

30.08.2023

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31/03/2023 [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 31/03/2023 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 31/03/2023 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):-

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

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

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

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

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

6. 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;

7. 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

1. Factories Act, 1948 2.Industrial dispute Act, 1947

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

4. Employees State Insurance Act, 1948 5.Shop & Establishment Act, 1948

6. The Code on Wages, 2019

7. The Payment of Gratuity Act, 1972

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

9. The Maternity benefit Act, 1961

10. The Child Labour Prohibition and Regulation Act, 1986

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

12. The Employee Compensation Act, 1923

13. The Apprentices Act, 1961

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

• Secretarial Standards issued by The Institute of Company Secretaries of India.

• 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: Chennai Date: 26/08/2023

Name : Sindhuja Porselvam CP No: 23622 UDIN : A044831E000870623

ANNEXURE TO SECRETARIAL AUDIT REPORT

To

The Members

M/S. KINGS INFRA VENTURES LIMITED

CIN: L05000KL1987PLC004913

Our report of even date is to be read along with this letter.

• Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

• We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

• We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

• Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

• The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

• The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: Chennai SINDHUJA PORSELVAM

Date: 26/⁰⁸/2023 Company Secretary in Practice

UDIN :A044831E000870623

C.P.NO. 23622