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Some believe in the power of numbers. Some believe in the power of technology. We believe in the power of people. - by the Board of Directors
The Board of Directors (’’Board”) hereby submits the report of the business and operations of your Company (‘the Company’ or ‘IKF Technologies Limited’), along with the Audited Financial Statements, for the financial year ended March 31, 2016.
1. Financial Performance
The summarized standalone results of your Company is given in the table below. (Rs. in Lakh)
Financial Year ended
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)
Provision for Income Tax (including for earlier years)
Net Profit/(Loss) After Tax
Profit/(Loss) brought forward from previous year
Amount transferred consequent to change in Depreciation
Profit/(Loss) carried to Balance Sheet
‘previous year figures have been regrouped/rearranged wherever necessary.
2. State of Company’s Affairs :
The highlights of the Company’s performance are as under:
0 Total Revenue from Operations increased by 30.53% to Rs. 6147.87 Lakhs 0 Profit Before Tax marginally increased by 3.37% to Rs. 119.23 Lakhs.
3. Transfer to Reserves :
The Company has not transferred any amount to general reserves during the financial year ended 31st March, 2016.
4. Liquidity :
We continue to maintain sufficient cash to meet our strategic objective.
5. Particulars of Loans, guarantee or Investment:
Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual report.
6. Fixed Deposits:
We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.
During the year under report your Company has not accepted any Fixed Deposit under section 73 of the Companies Act, 2013 as such; no amount of principle or interest was outstanding as of the balance sheet date.
7. Particulars of Contracts or Arrangements with Related Parties:
The Particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meeting of Board and its Powers) rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at arms’ length basis and details has been mentioned in AOC-2 and marked as Appendix-I.3 8. Management’s Discussion and Analysis Report:
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Management’s discussion and analysis is presented in a separate section forming part of the Annual Report.
9. Subsidiaries, Joint Ventures and Associate Companies:
During the year under review, no Company ceased to be Company’s Subsidiary, Associate or Joint Venture Company. The Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries during the year. In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC - 1 is appended as Annexure II to the Board Report. The statement also provides the details of performance and financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.ikf-technologies.com. These documents will be available for inspection during business hours at our registered office at Kolkata, India.
Further, brief about the business of the each of the Subsidiaries, Associates and joint venture are given hereunder:-
a. IKF Green Fuel Ltd. - Indian WOS
A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Shilling (Meghalaya).
b. IKF Technologies Pty. Ltd. - Foreign WOS
A Company organized under the laws of South Africa.
c. IKF Telecom Inc. - Foreign WOS
A Company organized under the laws of Delaware, U.S.A.
d. Biofel Fze - Foreign WOS
A Company organized under Hamriyah Free Zone Authority, U.A.E.
e. IKF Insurance Marketing Ltd. (formerly known as IKF Salampuria Agrotech Ltd.) - Indian Associate
A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Kolkata.
10. Human Resources:
The Human Resource is important asset of the Company. For growth of employees, Company organizes training sessions, various other programs to boost the morale of employees and appreciate them from time to time for their performance. Management communicates with employees on regular basis through various modes and including internal portal. The Company has maintained cordial relationship with the employees.
The Internal Complaints Committee had been constituted pursuant to the Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for protection against sexual harassment of women at work place.
11. Talent Hunt:
During the financial year under review, we launched various innovative programs to search the talent to create valuable resources for the organization. Our employees can enhance their skills to gain exposure while delivering value.
12. Education, Training and Assessment:
Learning and Education are the integral part of IKF. To enhance the innovation quotient among the workforce, we conduct various programs, which train individuals in an empathetic, customer-centric mode of problem-fining and problem-resolving.
13. Particulars of Employees:
In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee drew remuneration in excess of the limit set out in the said rules. Annexure III.
14. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders value ethically and sustainably. We believe sound corporate governance is essential criteria to enhance and retain investor’s reliance. We always seek to ensure that our performance is driven by integrity. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.
15. Number of Meetings of the Board:
The Board met four times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
16. Policy on Directors’ Appointment and Remuneration:
The Board consists of four members, one of whom is executive or whole-time director and three are independent directors. Board consists of appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.
The policy on Directors Nomination and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available on the website of the Company. There has been no change in the policy since last financial year.
17. Declaration by Independent Directors:
Mr. N. V. Simhadri, Mr. Umesh Bhat, and Ms. Nidhi Sharma are Independent Directors on the Board of your Company. The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, and in the opinion of the Board and as confirmed by these Directors they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
18. Board Evaluation:
As mandated under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board shall review and monitor the Board evaluation framework. The Board evaluates various parameters such as Decision -making, relationship with stakeholders, Company performance and strategy, checking Board and committee’s effective working etc.
The Companies Act, 2013 says that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent director shall be done by the entire Board, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole has been conducted. The Board approved the evaluation results as collated by the nomination and remuneration committee.
19. Code of Conduct for Prevention of Insider Trading:
Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulation, 2015 and the Board has adopted the same. The Insider Trading Policy of the Company explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation of norms. The Insider Trading Policy is also available on the website of the Company.
20. Listing Agreement:
The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which become effective from December 1, 2015 by replacing existing Listing Agreement. The Company entered into new Listing Agreement with Bombay Stock Exchange Limited and Calcutta Stock Exchange Limited during December 2015.
21. Familiarization Programme for Independent Directors
On their appointment, Independent Directors are familiarized about the Company’s operations and businesses. Interaction with the Business Heads and key executives of the Company is also Board’s Report facilitated. Detailed presentations on the business of each of the Division are also made to the Directors. Direct meetings with the Chairman & Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.
Our reputation for excellence and integrity earned through the consistent delivery of quality work and by adhering the highest standard of business conduct through principles of Corporate Governance continues to be our most valuable assets. As we position ourselves for the future and our standard of excellence, integrity and accountability will serve us well.
Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
23. Business Outlook
IT, ITES & Telecom & Education sectors are expected to grow tremendously in 2016-17. Global IT & ITES spending will accelerate during 2016-17. We place significant emphasis on collaborative spirit, unrelenting dedication towards our customers, expert thinking and high standards of corporate governance. Our endeavor is to create success for our customers through innovative working by happy people at workplace.
With centers franchisee all over India, we offer ITES Call Centre, BPO, IT Software, ISP Internet & VoIP Services etc., to our customers. We believe that our comprehensive portfolio of service offerings helps our customers achieve their key business objectives.
Your Company received good traction for its services and its expertise in chosen segments & continues to hold it in good stead. Your Company has also re-aligned its processes, updated services, enhanced offerings, upgraded brand image and continue to deliver superior value to its customers. Your Company today is much more focused and is executing better than a year ago.
Your Directors 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, 2016.
25. Directors and Key Managerial Personnel
During the year 2015-16, the following changes have occurred in the Directorships :
1. Mr. Pradeep Dutta, Executive Director has resigned from the office of directorship with effect from 15th October, 2015;
2. Mr. Santosh Chowdhury, who was appointed as a non-executive, Non-Independent Director has resigned from the post of Directorship with effect from 06th January, 2016.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. The Code of Independent directors for selection of Directors and determining Independent Director is followed.
In accordance with the provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. Sunil Kumar Goyal, Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.
26. Nomination and Remuneration Committee
Mr. Umesh Bhat is the Chairman and Mr. N. V. Simhadri, Ms. Nidhi Sharma are Members of the nomination and Remuneration Committee of the Company.
Remuneration Policy for Directors, Key Managerial Personnel & Senior Executive Personnel is attached herewith marked as Annexure III.
27. Consolidated Financial Statement
In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.
28. Loan, Guarantee, Security & Investment:
The details of Loan, Guarantee, Security & Investment cover under the provisions of section 186 of the Companies Act, 2013 are given in the Financial Statements. During the year under review, No guarantee/ security in connection with a loan to anybody corporate or person has been given.
During the year under review, the Company continued to remain listed on The Bombay Stock Exchange, Calcutta Stock
The Company has paid Annual Listing fees for year 2016-17 to the Bombay Stock Exchange, Calcutta Stock Exchange.
During the year, the Company has not allotted any Equity Share on rights/ preferential/ private placement basis. All Equity Shares of the Company ranks pari-passu in all respect.
The Company has not allotted any Preference Shares/ Debentures.
As on 31st March, 2016, the issued, subscribed and paid up share capital of your Company comprising 430,581,440 Equity shares of Re.1/- each.
31. Extract of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure I.
32. Vigil mechanism
The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company’s website www. ikf-technologies.com.
33. Corporate Social Responsibility
Provisions of the Companies Act, 2013 in regards of Corporate Social Responsibility (CSR) are not mandatorily apply on our Company, still Company follow it voluntarily. Details of CSR activities of the Company form part of this Annual Report.
34. Directors’ Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31sr March, 2016 and of the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
35. Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions, if any, entered by the Company during the financial year 2015-16 with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material.
Your Directors draw attention of the members to Note (1B)(5) to the Financial Statement which sets out Related Party Disclosures.
36.. ; Statutory'' Auditors, their Report and Notes to Financial Statements
M/s. Mandawewala & Co. Chartered Accountants were appointed as Auditors of the Company for a period of five years from the conclusion of Annual General Meeting held on 19th September, 2014. As required under the provisions of Section 139 of the Act, 2013, a resolution for the yearly ratification of their appointment is being placed before the shareholders for their approval. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act.
37. Cost Auditors:
The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors are appointed.
38. Secretarial audit
In terms of Section 204 of the Act and Rules made there under, Ms. Chanchal Sharma, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The report is self-explanatory and do not call for any further comments.
39. Risk Management Policy
In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.
40. Audit Committee
The Audit Committee of the Company comprises three Independent Directors namely Mr. N. V. Simhadri as Chairman, Mr. Umesh Bhat and Ms. Nidhi Sharma as Members of the Committee. All the recommendations of the Audit Committee were accepted by the Board.
41. Significant and material orders passed by the Regulators/Courts/Tribunals
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company’s operations. However, Company received final order dated 20th April, 2015 from SEBI, where SEBI restricted the Company not to issue Equity Shares or any other instrument convertible into Equity Shares or any other Securities for a period of 10 years. Company has already undergone the prohibition for a period of approximately 4 years and 8 months and has filed Appeal before Securities Appellate Tribunal.
42. Internal Financial Controls
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.
43. Meetings of the Board
Four Meetings of the Board of Directors were held during the year. For further details, please refer Corporate Governance Report of this Annual Report.
44. Transfer of Amount to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
45. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The Particulars relating to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Companies Act, 2013, are provided in Annexure IV of the Report.
46. General Disclosures
Neither the CFO nor the CEO of the Company receives any remuneration or commission from subsidiary company viz. IKF Green Fuel Limited.
47. Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has adopted an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace ( Prevention, Prohibition & Redressal) Act, 2013. Your Directors further states that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & redressal) Act, 2013.
The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company’s Bank, financial institutions, mutual funds as well as from various Government bodies both at the centre and the State.
For and on behalf of the Board
IKF Technologies Limited
N. V. Simhadri
Date : 2nd July, 2016 Chairman
Place : Kolkata DIN: 00231683