KINGS INFRA VENTURES LIMITED TWENTY …...Kings Infra Ventures Limited Annual Report: 2014 – 15...

Kings Infra Ventures Limited Annual Report: 2014 – 15

KINGS INFRA VENTURES LIMITED

TWENTY SEVENTH ANNUAL REPORT – 2014 -15



TWENTY SEVENTH ANNUAL REPORT – 2014 – 15

CORPORATE INFORMATION

BOARD OF DIRECTORS

Shaji Baby John

Balagopalan Veliyath

Baby John Shaji

Sreenakesh V

N. Rajendran

Rathina Asokan

Rita Shaji John

Mathews Daniel

BANKERS

Union Bank of India

Panampilly Nagar Branch

Cochin – 682 036.

Bank of Baroda

Panampilly Nagar Branch

Cochin – 682 036

AUDITORS

M/s Sankar & Moorthy

37/3640, “Paradise”

Ponoth Road, Kaloor

Ernakulam – 17

REGISTERED OFFICE

A – 1, First Floor,

Atria Apartments, Opposite Gurudwara Temple,

Perumanoor Road, Thevara,

Cochin – 682 015


REGISTRAR AND SHARE TRANSFER AGENT

S.K. D. C. Consultants Limited

Kanapathy Towers

3rd

Floor, 1391 / 1 – A, Sathy Road

Ganapathy

Coimbatore – 641 006

AUDIT COMMITTEE

N. Rajendran Chairman

Shaji Baby John

Sreenakesh. V

INVESTOR GRIEVANCE COMMITTEE

Rathina Asokan Chairman

Shaji Baby John

Baby John Shaji

NOMINATION & REMUNERATION COMMITTEE

Rathina Asokan Chairman

Sreenakesh. V

N. Rajendran


NOTICE

NOTICE is hereby given that the TWENTY SEVENTH ANNUAL GENERAL MEETING of the

members of KINGS INFRA VENTURES LIMITED will be held at 11.00 a.m, on Wednesday,

September 30, 2015 at the Registered Office of the Company at A – 1, First Floor, Atria Apartments,

Opposite Gurudwara Temple, Perumanoor Road, Thevara, Cochin – 682 015 to transact the following

business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial

year ended 31st March, 2015, including audited Balance Sheet as at 31

st March, 2015 and the

Statement of Profit and Loss Account for the year ended on that date and the Reports of the Board of

Directors and Auditors thereon.

2. To appoint Auditors of the Company and fix their remuneration and in this regard to consider and if

thought fit, to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT, pursuant to Section 139, 142 and other applicable provisions of the

Companies Act, 2013 and the Rules made there under, pursuant to the recommendations of the

audit committee of the Board of Directors, and pursuant to the resolution passed by the members

at the AGM held on September 27, 2014, the appointment of M/s Sankar & Moorthy, Chartered

Accountants (ICAI Registration No. F.R.No. 0035755.),as the auditors of the Company to hold

office till the conclusion of the 29th Annual General Meeting of the Company be and is hereby

ratified and that the Board of Directors be and is hereby authorized to fix the remuneration

payable to them for the financial year ending March 31, 2016 as may be determined by the audit

committee in consultation with the auditors, and that such remuneration may be paid on a

progressive billing basis as may be agreed upon between the auditors and the Board of

Directors.”.

SPECIAL BUSINESS

3. To consider, and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to Section 152 of the Companies Act, 2013 Mrs. Rita Shaji, John,

Additional Director, who holds office up to the date of this Annual General Meeting be and is

hereby appointed as a Director of the Company, liable to retire by rotation.”


4. To consider and, if thought fit, to pass with or without modifications, the following resolution as

an Special Resolution:

“RESOLVED THAT subject to the provisions of section 180 (1) (c) & any other applicable

provisions of the Companies Act, 2013, consent of the members be and is hereby accorded to the

board of directors of the Company to raise or borrow from time to time such sum or sums as they

may deem appropriate for the purpose of the company from financial institutions, non-banking

finance companies, co-operative bank, investment banks and mutual funds, and other bodies

corporate in rupees or equivalent thereof in any foreign currency (ies), whether by way of

advances, loans, issue of debenture/ bonds and or other instruments, notwithstanding that the

monies already borrowed will exceed the paid up capital and free reserve not set apart for any

specific purpose, provided that the total amount upto which monies may be borrowed by the

board of directors shall not exceed Rs. 150,00,00,000 (Rupees One Hundred and Fifty Crores

Only) [including the money already borrowed by the Company] in Indian Rupees or equivalent

thereof in any foreign currency(ies) on such terms and conditions as the Board may deem fit

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds

and things and to sign all such documents and writings as may be necessary, expedient and

incidental thereto to give effect to this resolution and for matter connected therewith or incidental

thereto.

RESOLVED FURTHER THAT the consent and approval of the members be and is hereby

accorded to the board of directors of the Company for any and all borrowings that have been

undertaken and before passing of this resolution, provided that the total amount upto which

monies may be borrowed by the board of directors shall not exceed Rs. 150,00,00,000 (Rupees

One Hundred and Fifty Crores Only) [including the money already borrowed by the Company]

in Indian Rupees or equivalent thereof in any foreign currency(ies) on such terms and conditions

as the Board may deem fit.”

5. To consider and, if thought fit, to pass with or without modifications, the following resolution as

an Special Resolution

“RESOLVED THAT in supersession of the previous resolution consent of the members be and

is hereby accorded pursuant to section 180 (1) (a) and other applicable provisions if any, of the

Companies Act, 2013, to the board of directors of the Company to pledge, mortgage and/ or

charge in all or any part of movable or immovable properties of the Company and the whole part

of the undertaking of the Company of every nature and kind what so ever and / or creating a

floating charge in all or any movable or immovable properties of the Company and the whole of

the undertaking of the Company to or in favor of banks, financial institutions, any other lenders or

debenture trustees to secure the amount borrowed by the Company or any third party from time to

time for the due payment of the principal together with interest, charges, costs, expenses and all

other monies payable by the Company or any third party in respect of such borrowings provided

that maximum amount of the indebtedness secured by the properties of the company dose not

exceed Rs. 150,00,00,000 (Rupees One Hundred and Fifty Crores) at any time.


RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts,

deeds and things and to sign all such documents and writings as may be necessary, expedient and

incidental thereto to give effect to this resolution and for matter connected therewith or incidental

thereto

RESOLVED FURTHER THAT the consent and approval of the members be and is hereby

accorded to the board of directors of the Company for any and all borrowings that have been

undertaken and before passing of this resolution, provided that the total amount upto which

monies may be borrowed by the board of directors shall not exceed Rs. 150,00,00,000 (Rupees

One Hundred and Fifty Crores Only) [including the money already borrowed by the Company]

in Indian Rupees or equivalent thereof in any foreign currency (ies) on such terms and conditions

as the Board may deem fit.”

By Order of the Board

For KINGS INFRA VENTURES LIMITED

Sd/-

Kochi (SHAJI BABY JOHN)

August 14, 2015 Chairman and Managing Director

NOTES

1. The statement pursuant to Section 102(1) of the Companies Act, 2013 setting out material facts in

respect of the business under item nos 3 to 5 set out above and the details under Clause 49 of the

Listing Agreement with Bombay Stock Exchange in respect of Directors proposed to be

appointed/ re-appointed at the Annual General Meeting, is annexed hereto.

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend

and vote himself/herself and the proxy need not be a member of the Company. A person can

act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate

not more than ten percent of the total share capital of the company carrying voting rights

provided that a member holding more than 10 % of the total paid up share capital of the

Company carrying voting rights may appoint a single person as proxy and such person shall

not act as proxy for any other person or shareholder.


2. Pursuant to section 91 of the Companies Act, 2013 and Clause 16 of the Listing Agreement, the

Register of Members and the Share Transfer Books of the Company will remain closed from

Thursday, the 24th

September, 2015 to Wednesday, the 30th

September, 2015 (both days

inclusive), for the purpose of the Annual General Meeting.

3. Brief resume of Directors including those proposed to be appointed / re – appointed, nature of

their expertise in specific areas, names of companies in which they hold directorships /

chairmanships of Board Committees, shareholding and relationships between directors inter – se

as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in

the Corporate Governance Report forming part of the Annual Report.

4. Electronic copy of the Annual Report for the financial year 2014-15 is being sent to all the

members whose e-mail IDs are registered with the Company/ Depository Participant(s) for

communication purposes unless any member has requested for a Physical copy of the same. For

members who have not registered their e-mail IDs, physical copies of the Annual Report for the

financial year 2014-15 is being sent through permitted mode. Members may also note that the

Annual Report for financial year 2014-15 will also be available on the Company‟s web site

www.kingsinfra.com

5. In compliance with the provisions with 108 of Companies Act, 2013 and the Rules framed

thereunder, Members have been provided with facility to cast their votes electronically through

the e-voting services provided by Central Depository Services India Ltd (CDSL)on all

resolutions set forth in this notice.

Notice of the Twenty Seventh Annual General Meeting of the Company, inter-alia, indicating the

process and manner of e-voting is being sent to all the members whose e-mail IDs are registered

with the Company/Depository Participant(s) for communication purposes through electronic

mode unless any member has requested for a physical copy of the same. For members who have

not registered their e-mail address, physical copies of notice of the Annual General Meeting,

inter-alia indicating the process and manner of e-voting is being sent through the permitted mode.

6. All the documents referred to in the Notice and Explanatory Statement are open for inspection at

Company‟s Registered office on all working days between 10.00 a.m and 1.00 p.m upto the date

of the Annual General Meeting.

7. Members/Proxies are requested to bring their attendance slip duly filled in along with their copy

of Annual Report to the meeting.

ANNEXURE TO NOTICE

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The statement pursuant to section 102(1) of the Companies Act, 2013 for item numbers 3 to 5 of

the accompanying notice is as under

http://www.kingsinfra.com/


Item No. 3

Mrs. Rita Shaji John was appointed as an additional director on the Board with effect from

November 13, 2014. Pursuant to provisions of Section 161 of the Companies Act, 2013 she holds

office upto the date of the ensuing Annual General Meeting of the Company.

Your Directors recommend the resolutions set out as Item No. 3 for your approval.

Item Nos 4 to 5

Section 180 of the companies Act 2013 require that the approval of the shareholders by a special

resolution be obtained for borrowings to be made by the company in excess of paid up capital and

free reserves as the proposed borrowings may exceed the limits for which approval has been

obtained a fresh resolution being proposed for the approval of the members.

None of the directors are concerned or interested in passing of this resolution

By Order of the Board

For KINGS INFRA VENTURES LIMITED

Sd/-




REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

Your Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited

Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Financial highlights for the financial year ended March 31, 2015 are as under:

(Rs. In Lakhs)

PARTICULARS

FOR THE YEAR ENDED

31st March, 2015 31

st March, 2014

Total income

Total Expenditure (Excluding Interest & Financial Charges)

Profit Before Interest

Profit before Taxation

Provision for Taxation

Profit After Tax

Earnings Per Share:

Basic

Diluted

416.49

405.74

10.75

10.75

0.28

11.03

0.36

0.36

303.32

273.41

29.90

26.35

4.78

21.57

0.70

0.70

BUSINESS OVERVIEW

During the year under review, your Company has recorded a turnover of Rs 416.49 Lakhs resulting in a

Net profit of Rs. 11.03 lakhs compared to the turnover of Rs. 303.32 lakhs and profit of Rs. 21.57 lakhs

during the previous financial year.

There were no material changes and commitments to affect the financial position of the company in

between the end of the financial year on 31-03-2015 and the date of this report.

DIVIDEND

In view of the expansion and diversification projects on hand, your directors do not recommend the

payment of Dividend for the year ended March 31, 2015.

TRANSFER TO RESERVES

The Company does not proposes to transfer any amount to the general reserve out of the amount

available for appropriation .


DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) & Section 134 (5) of the Companies Act, 2013 , the Board of Directors of

the Company hereby state and confirm that

(i) In the preparation of the annual accounts, the applicable Accounting Standards had been followed

along with proper explanation relating to material departures;

(ii) 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 at the end of the financial year and of the profit of the company for

that period;

(iii) 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.

(iv) The directors had prepared the annual accounts on a going – concern basis.

(v) 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.

(vi) 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

DIRECTORS

Mrs. Rita Shaji John was appointed as additional director of the company on 13.11.2014 to hold office

till the Annual General Meeting.

For the composition of the Board please refer to the Report on Corporate Governance, which forms part

of this report. All the Independent Directors meet the criteria of independence as provided in sub-section

(6) of Section 149 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the board were held during the year viz 23-05-2014, 12-08-2014, 14-10-2014, 13-11-

2014 and 14-02-2015. For details of the meetings of the board, please refer to the Report on Corporate

Governance, which forms part of this report.

BOARD EVALUATION

The board of directors has 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 (“SEBI”) under Clause 49 of the Listing

Agreements (“Clause 49”).

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 and structure, effectiveness of board processes,

information and functioning, etc.


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 the composition of committees, effectiveness of committee

meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) 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 the issues to be discussed, meaningful and

constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the

key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance

of the board as a whole and performance of the Chairman was evaluated, taking into account the views of

executive directors and non-executive directors. The same was discussed in the board meeting that

followed the meeting of the independent Directors, at which the performance of the Board, its

committees and individual directors was also discussed.

AUDITORS

M/s Sankar & Moorthy, Chartered Accountants, Auditors of your company, who hold office until the

conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re –

appointment.

AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The auditors‟ report and secretarial auditors‟ report does not contain any qualifications, reservations or

adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report.

CORPORATE GOVERNANCE

Report on corporate governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is

separately attached which forms part of this report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of section 134 of the companies Act 2013, read with the

companies (Particulars of Employees) Rules, 1975, as amended by companies (Particulars of Employees)

Ammended Rules, 2011 – Rules does not apply

Transactions with related parties

Transactions with related parties under Section 188(1) of the Act is attached which forms part of this

report.

.


CEO/CFO CERTIFICATION

The Managing Director and the Director – Finance has submitted a certificate to the Board regarding the

financial statements and other matters as required under Clause 49 (v) of the Listing Agreement.

PUBLIC DEPOSIT

Your Company has not accepted any Deposits from the public in terms of section 58A of the Companies

Act, 1956, during the financial year ended 31st March, 2015.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The consumption of power was kept at the minimum possible level. The Company adheres to good

practices specially in terms of safety, health, environment, etc. No special measures were taken to

conserve it. No new technology is absorbed by the company during the period.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for Prevention and Redressal of Sexual Harassment at the Workplace

in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of

sexual harassment at workplace. During the year under review the Company has not received any

complaint of sexual harassment.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW

There were no foreign exchange earnings or outgo during the financial year ended March 31, 2015.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the

prescribed Form MGT-9, which forms part of this report.

Risk management

The details of Risk management policy are included in the Management Discussion& Analysis, which

forms part of this report.

Directors and key managerial personnel

The Board of Directors of the Company comprises of executive Directors Mr. Shaji Baby John,

Managing Director, Mr. Balagopalan Veliyath and Mr. Baby John Shaji, Whole-time directors.

The independent non executive directors of the Company comprises of Mr. Rathina Asokan, Mr. N.

Rajendran, Mr. Sreenakesh. V and Mr. Mathews Daniel.

In addition to the above the Company has appointed Mrs. Rita Shaji John as additional director with

effect from November 13, 2014 under the category promoter


Other Key Managerial Personnels of the Company comprises of Mr. Saji Mathew, Chief Financial

Officer and Mr. Achyuth Dutt, Company Secretary

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 forms part of this report.

Audit committee •Nomination & Remuneration Committee •Investor/ Shareholder’s Grievance

Committee

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

Report, which forms part of this report

LISTING

The shares of your company are listed with Bombay Stock Exchange Ltd. The listing fee as required are

paid up to date.

Disclosure requirements

As per Securities Exchange Board of India

ACKNOWLEDGMENT

Your directors express their sincere thanks to government departments, bankers, the suppliers and

employees for their active support throughout the year.

For and On behalf of the Board

Sd/-




MANAGEMENT DISCUSSION AND ANALYSIS

(Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges)

Industry Structure and Developments:

The world economy is gradually recovering from economic slowdown. The economic performance

by the Asian economies has improved. Even though the global economy is expanding and

conditions have improved considerably, the economic activities remain far below the pre – crisis

level and the pace and shape of recovery remains uncertain. With the government‟s economic

stimulus package, the industry and service sector have recovered. With the Reserve Bank of India

maintaining a prudent watch on the key policy issues, the liquidity situation in the country has

become comfortable. However, high inflation rate seems to be a major dampener.

Opportunities, Outlook and Threats:

The Company is planning to develop a township project in Cochin and a Free Trade Warehousing

Zone in Tuticorin. Most of the land required for the projects is tied up for development.

It is hoped that by the time the Company would launch its township project, the real estate

environment in Cochin would also be more conducive for the success of the project. The

borrowing costs may escalate somewhat as the government is keen to rein in inflation, but the

Company is confident that it can absorb the higher borrowing costs as and when incurred.

Risks and Concerns:

Your Company‟s business is highly dependent on approvals, permissions, licenses and sanctions

from the regulatory authorities and the government. The delay as to any of the sanctions can affect

the business adversely. Your Company is developing procedures and action plans for ensuring

proper and timely receipt of sanctions, thereby mitigating the adverse effects of the risk and

ensuring better performance of the Company.

Internal Control Systems and their Adequacy:

The internal control mechanism of the Company is well documented and implemented through a

system of checks and balances. The Company has appointed internal auditors to monitor and assess

the adequacy and effectiveness of the internal control system. The company has business plans

which are reviewed every quarter. The systems and procedures are being reviewed constantly to

strengthen the internal control.


Financial Performance: (Rs. In Lakhs)

PARTICULARS

FOR THE YEAR ENDED

31st March, 2015 31

st March,

2014

Total income

Total Expenditure (Excluding Interest & Financial

Charges)

Profit Before Interest

Profit before Taxation

Provision for Taxation

Profit After Tax

Earnings Per Share:

Basic

Diluted

416.49

405.74

10.75

10.75

11.03

0.36

0.36

303.32

273.41

29.90

26.35

4.78

21.57

0.70

0.70

Human Resources:

Your Company enjoys the support of committed and satisfied human capital. Compensation

packages offered by the Company are comparable to the best in the industry. The company has

procedures for recruitment, training, motivation and performance appraisal, to attract and retain the

best talent. These practices enable the Company to keep the attrition rate below the industry

average. The company had 18 employees at the end of the financial year ended 31st March, 2015.

For and on behalf of the Board

Sd/-

Kochi (Shaji Baby John)

August 14, 2015. Chairman and Managing Director


REPORT ON CORPORATE GOVERNANCE

(Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges)

1. Corporate Governance Philosophy:

The Company is committed to good corporate governance and endeavors to implement the Code

of Corporate Governance in its true spirit.

The philosophy of the Company in relation to corporate governance is to ensure transparency in

all its operations and make disclosures and enhance shareholder value without compromising in

any way on compliance with the laws and regulations.

The Company believes that good governance brings about sustained corporate growth and long –

term benefits for stakeholders.

In India, corporate governance standards for listed companies are regulated by the Securities and

Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement of the Stock

Exchanges. The Company has always strived to ensure that it has been fully compliant with the

stipulations mandated by Clause 49. As a Company which believes in implementing corporate

governance practices that go beyond meeting the letter of law, the Company has adopted practices

mandated in the revised Clause 49 and has established procedures and systems to remain fully

compliant with it as on 31st March, 2015. The company is in full compliance with all the

corporate governance requirements as stipulated under Clause 49 of the listing agreement with the

stock exchanges.

2. Board of Directors:

Composition

The Board of Directors of the Company is composed of eight directors of which five are Non

– Executive Directors and three Executive Directors. The Chairman of the Board is the

Managing Director and of the eight directors, five are Independent Directors as per the criteria

of independence stated in the Listing Agreement. The optimum combination of Executive,

Non – Executive and Independent Directors ensure independence of the Board and separation

of Board function of governance and management.

Board Meetings

During period from 01st April, 2014 to 31

st March, 2015, five Board Meetings were held on

May 23, 2014; August 12, 2014; October 14, 2014; November 13, 2014; and February 14,

2015.

Details of attendance of each Director at the Meetings of the Board Meetings and last Annual

General Meeting and the number of companies and committees where he is a Director/

Member during the Financial Year ending 31st March, 2015 are as follows:


CMD – Chairman and Managing Director; ED – Executive Director; NED – Non – Executive

Director; I – Independent Director. P- Promoter

Codes of Conduct

The Board of Directors has laid down two separate Codes of Conduct – one for Directors and

another for Senior Management and Employees. All Board Members and Senior Management

Personnel have affirmed compliance with the respective Code of Conduct for the year under

review. A Declaration signed by the Chairman cum Managing Director to this effect is

annexed to this report.

CEO/CFO Certification

As required under Section V of the Clause 49 of the Listing Agreement with Stock Exchanges

the Managing Director and the Director [Finance] of the Company have certified to the Board

regarding their review on the Financial Statements, Cash Flow Statement and other matters

related to internal controls in the prescribed format for the year ended 31stMarch, 2015.

Prevention of Insider Trading

The Company has, in compliance with the provisions of the Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulations, 1992, as amended, adopted a Code of

Conduct for prevention of Insider Trading. This code is applicable to all Board

Members/Officers/ designated employees. The objective of this code is to prevent purchase

and /or sale of shares of the Company by an insider on the basis of unpublished price sensitive

information.

Name of the Director Category Attendance No. of

Directorships

in Public

Limited

companies

excluding this

company

Committee

Memberships

(including this

Company)

Board AGM Chairman Membe

r

Shaji Baby John CMD 5 YES 5 NIL 3

Baby John Shaji ED 4 YES 1 1 Nil

Sreenakesh V NED & I 5 YES 1 NIL 2

N. Rajendran NED & I 5 YES NIL 1 1

Rathina Asohan NED & I 4 YES NIL 1 1

Rita Shaji John NED & P NIL YES 4 NIL NIL

Mathews Daniel NED & I NIL YES NIL NIL NIL

Balagopalan Veliyath ED 4 YES 1 NIL NIL

C.K Gopalan Nair ED 6 Yes 2 1 Nil


3. Committees of the Board:

Audit Committee

Composition

The Audit Committee comprised of Mr. N. Rajendran, Mr. Sreenakesh V, Non –

Executive Independent Directors and Mr. Shaji Baby John, Chairman and Managing

Director of the Company, with Mr. N. Rajendran as its Chairman.

Meetings and the Attendance during the Year

Four Meetings of the Audit Committee were held during the year on 23.05.2014,

12.08.2014, 13.11.2014 and 14.02.2015

Name of Director No. of Meetings Attended

Shaji Baby John 3

Sreenakesh V 4

N. Rajendran 4

Brief Description of Terms of Reference

The Terms of Reference of Audit Committee cover the matters specified for Audit

Committee under Clause 49 of the Listing Agreements as well as in Section 292 A of the

Companies Act, 1956. The role of Audit Committee is as prescribed under Clause 49

(II) (D) of the Listing Agreement.

Investor/ Shareholder’s Grievance Committee

Composition

The Investor Grievance Committee is functioning to look into redressal of Investor/

Shareholders complaints expeditiously. The Committee comprised of Mr. Rathina

Asokan, Non – Executive Independent Director, Mr. Baby John Shaji, Executive Director

and Mr. Shaji Baby John, Chairman and Managing Director of the Company, with Mr.

Rathina Asokan its Chairman.

During the year, the Company received no complaint and there was no complaint pending

as on March 31, 2015.

Nomination & Remuneration Committee

The Committee comprised of Mr. Rathina Asokan, Non – Executive Independent

Director, as Chairman and Mr. Sreenakesh V and Mr. N. Rajendran as members.


The remuneration paid to the Executive Directors were as follows

Name of Director Total Remuneration Paid during the Year

Mr. Shaji Baby John Rs. 1200000/-

Mr. Baby John Shaji Rs. 4,00,000/-

Mr. Balagopalan Veliyath Rs. 3,00,000/-

Mr. C.K Gopalan Nair Rs. 3,00,000/-

4. Brief resume of director seeking re – appointment is given below

Name of Director Rita Shaji John

Date of Birth 13-06-1963

Date of appointment 13-11-2014

Qualifications Post graduate

Expertise in specific

functional area

Twenty years of experience in the

corporate sector

Directorship in other

Indian Public Limited

Companies as on 31-03-

2015

4

Chairman/Membership of

committees in other

Indian Public Limited

Companies as on 31-03-

2015

(C= Chairman

M= Member)

Nil

No. of shares held in the

company as on 31-03-

2015

68025


5. Disclosures.

a) No transaction of material nature has been entered into by the company with the

promoters/related parties that may have potential conflict with the interests of the company.

b) There was no instance of non-compliance and no penalty or strictures imposed on the

company by stock exchanges, SEBI or any statutory authority on any matter relating to capital

markets during the year.

c) The company had no share certificate which has remained unclaimed by any shareholder.

d) The company has fulfilled the following non-mandatory requirements:

i) The company continues in a regime of unqualified statutory financial statements.

ii) The company ensures that the independent directors of the company have the requisite

qualification and experience, which would be of benefit to the company.

6. Means of Communication

The quarterly unaudited financial results and the annual audited financial results are normally

published in Financial Express (a daily newspaper circulating in the whole of India) and Deepika

(a daily newspaper published in Malayalam, the language of the region where the registered office

of Company is situated). The annual reports and accounts are posted to every shareholder of the

company.

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report has been attached to the Directors‟ Report and

forms part of this Annual Report.

8. General Body Meetings

a) Details of the location, date and time of the last three Annual General Meetings (AGM) are as

given below:

Year Location Date Time Special Resolution Passed

2013-14 Registered office 27.09.2014 11.00 A M NIL

2012-13 Registered office 28.09.2013 11.00 A M NIL

2011-12 Registered office 15.09.2012 11.00 A M Yes


b) Special Resolutions passed in the last 3 Annual General Meetings.

Year Special Resolutions Passed

2013-14

NIL

2012-2013 NIL

2011-12

1 Special Resolution – De-listing of shares of the company from Cochin

Stock Exchange.

c) Postal ballot

No resolution was put through postal ballot during the year. None of the business proposed in the

ensuing AGM require passing a resolution through postal ballot.

d) Details of the location, date and time of the last three Extraordinary General Meetings (EGM)

are as given below

Year Location Date Time Particulars of Special Resolution

Passed

2013-14 NIL - -

2012-13 Registered

office

30.04.2012 11.00 AM 1. Change of Registered Office from

Kerala to Karnataka (subject to

approval of the CLB)

2. Change of Situation Clause of the

Memorandum of Association of

the Company.

2011-12 NIL - - -

9. General Shareholder Information

Annual General Meeting

Day & Date : Wednesday, September 30, 2015

Time : 11.00 A.M

Venue : A – 1, First Floor,

Atria Apartments, Opposite

Gurudwara Temple

Perumanoor Road, Thevara

Cochin – 682015.

Financial Year : 01st April 2014 to 31

st March 2015

Book Closure Dates : 24th

September, 2015 to 30th

September, 2015

Listing on Stock Exchanges : Bombay Stock Exchange Limited (BSE)

Stock Code : 530215 (BSE)

Market Price Data :


Note: - 52 Weeks High Low Prices are adjusted prices.

All Time High Low Prices are unadjusted prices.

Registrar & Share Transfer Agents : SKDC Consultants Limited

Kanapathy Towers

3rd

Floor, 1391/1 – A, Sathy Road

Ganapathy, Coimbatore – 641 012.

E – mail: [email protected]

Compliance Officer : Mr. Achyuth Dutt

D – 1, First Floor, Atria Apartment

Opp. Gurudwara Temple, Perumanoor Road

Thevara, Cochin – 682 015.

Share Holding Pattern :

Category No. of Equity Shares Held % of Shareholding

Promoters

Banks & other Institutions

FIIs/NRIs/ OBC

Domestic Companies

Resident Individuals &

Others

23,19,016

NIL

NIL

1,12,929

6,60,305

74.99

NIL

NIL

3.65

21.36

Total 3,092,250 100.000

Distribution of Shareholding :

Scrip

Code Scrip Name

LTP 52 Weeks

High

(Price/

Date)

52 Weeks

Low

(Price/

Date)

All Time

High

(Price/

Date)

All Time

Low

(Price/Date)

530215 KINGSINFRA ----

15.57 (27th

November,

2014)

5.89 (31st

July, 2015)

30.00

(23rd

May,

1995)

5.30 (17th

September,

2013)

mailto:[email protected]

http://www.bseindia.com/stock-share-price/kings-infra-ventures-limited/kingsinfra/530215/


Dematerialization

The company has entered into agreements with National Securities Depositories Ltd and

Central Depository Services (India) Ltd. to offer depository services for the company.

Trading in the shares of the company is permitted only in dematerialized form, though

liquidity is poor.

Declaration on Codes of Conduct

As required by Clause 49 of the Listing Agreement the Declaration of Codes of Conduct is given

below:

To

The Members of

Kings Infra Ventures Limited

I, Shaji Baby John, Chairman and Managing Director of the Company declare that all Board

Members and Senior Management and Employees of the Company have affirmed compliance

with the Codes of Conduct.

For Kings Infra Ventures Limited

Sd/-

Place: Cochin (Shaji Baby John)

Date : 14-08-2015 Chairman and Managing Director

No. of

Equity

Shares

No. of

shareholders

% of

shareholders

No. of

shares

held

% of

shareholding

1-100 21 5.25 1547 0.05

101-200 127 31.75 25300 0.82

201-300 47 11.75 14100 0.46

301-400 27 6.75 10469 0.34

401-500 36 9.00 17890 0.58

501-1000 76 19.00 56967 1.84

1001-2000 14 3.50 21906 0.71

2001-3000 4 1.00 10625 0.34

3001-4000 2 0.50 6400 0.21

4001-5000 1 0.25 4114 0.13

5001-10000 16 4.00 113603 3.67

10001 &

above 29 7.25 2809329 90.85

Total 400 100 3092250 100


Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31/03/2015

[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,


COCHIN

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, [CIN:L05005KL1987PLC004913]

(hereinafter called the Company). 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 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 31/03/2015 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 31/03/2015 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 1956 / 2013, 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, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993.

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

1. The Payment of Wages Act, 1936

2. The Minimum Wages Act, 1948

3. The Payment of Gratuity Act, 1972

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

5. The Employee Compensation Act, 1923

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

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

(ii) The Listing Agreements 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 subject to the following observation.

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 and Independent Directors, Woman Director on the Board are properly constituted. The

changes in the composition of the Board of Directors that took place during the period under review were carried

out in compliance with the provisions of the Act.

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.


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, Regulations, Guidelines, etc, having a major bearing on the companies affairs.

Place : Cochin Signature : Sd/-

Date : 14/08/2015 Name : G. Porselvam

C P No : 3187


FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration)

Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN L05005KL1987PLC004913

2 Registration Date 11/23/1987

3 Name of the Company KINGS INFRA VENTURES LIMITED

4 Category/Sub-category of the Company Company limited by shares

Indian Non-Government Company

5 Address of the Registered office & contact details

A-1, First Floor, Atria Apartments, Opp. Gurudwara Temple, Perumanoor Road, Thevara, Cochin 682 015, Kerala, India.

6 Whether listed company Listed

7 Name, Address & contact details of the Registrar & Transfer Agent, if any.

S.K.D.C Consultants Limited Kanapathy Towers, 3rd Floor, 1391/A1, Sathy Road, Ganapathy, Coimbatore 641006. Tel: +91 422 6549995, 2539835-836

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)

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of

the company

1 Infrastructure Development and Contract Execution

2 Property Development

3

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SN Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares

held

Applicable Section

1 Not Applicable

2

3

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding


Category of Shareholder

s

No. of Shares held at the beginning of the year [As on 31-March-2014]

No. of Shares held at the end of the year [As on 31-March-2015]

% change

during the

year

Demat Physical

Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF 706,078

769,413 1,475,491 47.716%

1,290,778 184,713 1,475,491

47.716% 0.00%

b) Central Govt - - - 0.00% - - -

0.00% 0.00%

c) State Govt(s) - - - 0.00% - - -

0.00% 0.00%

d) Bodies Corp. -

843,525 843,525 27.279%

843,525 - 843,525

27.279% 0.00%

e) Banks / FI

- 0.00%

-

0.00% 0.00%

f) Any other

- 0.00%

-

0.00% 0.00%

Sub Total (A) (1) 706,078

1,612,938 2,319,016 74.995%

2,134,303 184,713 2,319,016

74.995% 0.00%

(2) Foreign

a) NRI Individuals - - - 0.00% - - -

0.00% 0.00%

b) Other Individuals - - - 0.00% - - -

0.00% 0.00%

c) Bodies Corp. - - - 0.00% - - -

0.00% 0.00%

d) Any other - - - 0.00% - - -

0.00% 0.00%

Sub Total (A) (2) - - - 0.00% - - -

0.00% 0.00%

TOTAL (A) 706,078

1,612,938 2,319,016 74.995%

2,134,303 184,713 2,319,016

74.995% 0.00%

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - 0.00% - - -

0.00% 0.00%

b) Banks / FI - - - 0.00% - - -

0.00% 0.00%

c) Central Govt - - - 0.00% - - -

0.00% 0.00%

d) State Govt(s) - - - 0.00% - - -

0.00% 0.00%

e) Venture Capital Funds

- - - 0.00% - - -

0.00% 0.00%

f) Insurance Companies - - - 0.00% - - -

0.00% 0.00%

g) FIIs - - - 0.00% - - -

0.00% 0.00%

h) Foreign Venture Capital Funds - - - 0.00% - - -

0.00% 0.00%

i) Others (specify) - - - 0.00% - - -

0.00% 0.00%

Sub-total (B)(1):- - - - 0.00% - - -

0.00% 0.00%

2. Non-


Institutions

a) Bodies Corp.

i) Indian

2,445 110,4

84 112,929 3.652% 390 110484 110,874

3.586% -0.066

%

ii) Overseas - - - 0.000% 0 0 -

0.000% 0.000%

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

5,126 171,5

00 176,626 5.711% 16377 170200 186,577

6.033% 0.322%

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh 112,407

369,050 481,457 15.570% 151392 317550 468,942

15.165% -0.405

%

c) Others (specify)

Non Resident Indians - - - 0.000% 4114 0 4,114

0.133% 0.000%

Overseas Corporate Bodies

- - - 0.000% - - -

0.000% 0.000%

Foreign Nationals - - - 0.000% 0 0 -

0.000% 0.000%

Clearing Members

810 - 810 0.026% 0 0 -

0.000% -0.026

%

Trusts - - - 0.000% 0 0 -

0.000% 0.000%

Foreign Bodies - D R - - - 0.000% 0 0 -

0.000% 0.000%

Hindu Undivided Families 1,412 - 1,412 0.046% 2727 0 2,727

0.088% 0.042%

Sub-total (B)(2):- 122,200

651,034 773,234 25.005% 175,000 598,234 773,234

25.005% 0.000%

Total Public (B) 122,200

651,034 773,234 25.005% 175,000 598,234 773,234

25.005% 0.000%

C. Shares held by Custodian for GDRs & ADRs

- - - 0.000%

0.000% 0.000%

Grand Total (A+B+C) 828,278

2,263,972 3,092,250

100.000% 2,309,303 782,947 3,092,250

100.000% 0.000%

(ii) Shareholding of Promoter

SN Shareholder’s 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 / encumbere

d to total shares

1 Abraham J Tharakan 303 0.010 0 303 0.010 0 0.000 2

Mathew B John 423900 13.708

0

0 -13.70

8 3 Major P.J.Antony 303 0.010 0 303 0.010 0 0.000 4 Ramesh J Tharakan 303 0.010 0 303 0.010 0 0.000 5 N.Jayadevan 7803 0.252 0 7803 0.252 0 0.000 6 C.Baby John 111300 3.599 0 111300 3.599 0 0.000 7 Savithri Antharjanam 7500 0.243 0 7500 0.243 0 0.000 8 Sreekala.M 7500 0.243 0 7500 0.243 0 0.000 9 Narayanan Nampoothiri K.M 7500 0.243 0 7500 0.243 0 0.000

10 Alex Cheriyan 7500 0.243 0 7500 0.243 0 0.000 11 Diana Alex 7500 0.243 0 7500 0.243 0 0.000 12 Susan Cheriyan 6000 0.194 0 6000 0.194 0 0.000 13 K.V.Panicker 7500 0.243 0 7500 0.243 0 0.000 14 Viswabhadran 6000 0.194 0 6000 0.194 0 0.000 15 P.T.Boves 6000 0.194 0 6000 0.194 0 0.000 16

Annie Mathew John 34500 1.116

0

0 -1.116

17 Joel Manohar 1701 0.055 0 1701 0.055 0 0.000 18 KING FISHERIES LIMITED 210000 6.791 0 210000 6.791 0 0.000 19 VENUS FISHERIES PRIVATE

LIMITED 633525 20.488

0

633525 20.488

0

0.000 20 ANNAMMA BABY JOHN 122625 3.966 0 122625 3.966 0 0.000 21

SHIBU BABY JOHN . 0.000

0

423900 13.708

0 13.708

22 SHEELA JAMES 126300 4.084 0 126300 4.084 0 0.000 23 SHAJI BABY JOHN 457428 14.793 0 457428 14.793 0 0.000 24 RITA SHAJI JOHN 68025 2.200 0 68025 2.200 0 0.000 25 ANNIE MATHEW JOHN 0.000 0 34500 1.116 0 1.116 26 PETER JOHN 29000 0.938 0.00 29000 0.938 0 0.000

27 BABY JOHN SHAJI 29000 0.938 29000 0.938 0.000

Total 2319016 74.998 0 2319016 74.998 0 0

(iii) Change in Promoters’ Shareholding (please specify, if there is no change) -Nil

SN Particulars Date

Reason Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares

No. of shares % of total

share


s

At the beginning of the year

0.00% 0.00%

Changes during the year

0.00% 0.00

%

0.00% 0.00

%

0.00% 0.00

%

At the end of the year

0.00% 0.00%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN

For each of the Top 10 shareholders

Shareholding at the beginning of the year Shareholding at the end of the

year

No. of shares % No. of shares

%

1 GUJARAT GAS FINANCIAL SERVICES LTD 94784 3.065 94784 3.065

2 SREEMATHI PRAKASHAN 29900 0.967 29900 0.967

3 T.VENKATRAMANI 29900 0.967 29900 0.967

4 RAVINDRA KUMAR N 29800 0.964 29800 0.964

5 SURYAKALAMURTHY 29800 0.964 29800 0.964

6 MAHENDRA DOLATRAI GANATRA 29800 0.964 29800 0.964

7 RAJALAKSHMI 29800 0.964 20300 0.656

8 AMEET MAHENDRABHAI GANATRA 29800 0.964 29800 0.964

9 TINIL R KUMAR 29700 0.960 29700 0.960

10 CREATIVE PACKAGINGS 29700 0.960 29700 0.960

11 CHANDRA BHAT 29700 0.960 0 0.000

12 M.V.PRAKASHAN 29700 0.960 29700 0.960

13 H.RAMAKRISHNAN 29700 0.960 29700 0.960

14 MAHENDRA DOLATRAI GANATRA 390 0.013 12300 0.398

(v) Shareholding of Directors and Key Managerial Personnel:

SN

Name

Shareholding at the beginning of the year Shareholding at the end of the

year

No. of shares % No. of shares

%

1 SHAJI BABY JOHN 457428 14.793 457428 14.793

2 RITA SHAJI JOHN 68025 2.200 68025 2.200


3 BABY JOHN SHAJI 29000 0.938 29000 0.938

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

(Amt. Rs./Lacs)

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 6811497

337989732

Nil

344801229

ii) Interest due but not paid Nil

Nil Nil

Nil

iii) Interest accrued but not due Nil Nil Nil

Nil

Total (i+ii+iii) 6811497 337989732 Nil -

344801

229

Change in Indebtedness during the financial year

* Addition 12484383

Nil Nil

12484383

* Reduction Nil

121245321

Nil

121245

321

Net Change -

- -

-

Indebtedness at the end of the financial year

i) Principal Amount 19295879

216744411

Nil 236040

290

ii) Interest due but not paid Nil

Nil Nil

-

iii) Interest accrued but not due Nil Nil Nil

-

Total (i+ii+iii) 19295879

216744411

- 236040

290

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Name Shaji Baby John (Rs/Lac)

Designation Managing Director

1 Gross salary 1200000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 -

2 Stock Option -

3 Sweat Equity -


4

Commission -

- as % of profit -

- others, specify -

5 Others, please specify -

Total (A)

- - 1,200,000.00

Ceiling as per the Act


Name Balagopalan Veliyath (Rs/Lac)

Designation Whole-time Director





2 Stock Option -

3 Sweat Equity -

4

Commission -

- as % of profit -

- others, specify -


Total (A)

- - 300,000.00



Name Baby John Shaji (Rs/Lac)






2 Stock Option -

3 Sweat Equity -

4

Commission -

- as % of profit -

- others, specify -



Total (A)

- - 400,000.00



Name C.K. Gopalan Nair (Rs/Lac)






2 Stock Option -

3 Sweat Equity -

4

Commission -

- as % of profit -

- others, specify -


Total (A)

- - 300,000.00


1 Independent Directors

Fee for attending board committee meetings -

Commission -

Others, please specify -

Total (1) -

- - -

2 Other Non-Executive Directors -

Fee for attending board committee meetings -

Commission -

Others, please specify -

Total (2) -

- - -

Total (B)=(1+2) -

- - -

Total Managerial Remuneration

Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN.

Particulars of Remuneration Name of Key Managerial Personnel Total Amount

Name

(Rs/Lac)

Designation CEO CFO CS


1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

4,80,000

3,60,000

8,40,000

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-


2 Stock Option

-

3 Sweat Equity

-

4

Commission

- as % of profit

-

- others, specify

-

5 Others, please specify

-

Total

- 480,000.00

360,000.00

840,000.00

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF

OFFENCES: Nil Type Section of the

Companies Act Brief

Description

Details of Penalty / Punishment/

Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give

Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding


M/s. SANKAR & MOORTHY 37/3640, “Paradise”, Ponoth Road

Chartered Accountants Kaloor, Ernakulam, Cochin - 17 ___________________________________________________________________________________

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF KINGS INFRA VENTURES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of KINGS INFRA VENTURES LIMITED (“the

Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash

Flow Statement for the year then ended, and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the

Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and

fair view of the financial position, financial performance and cash flows of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under Section 133

of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the

assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operating effectively for

ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of

the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into

account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the

financial statements. The procedures selected depend on the auditor‟s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company‟s preparation of the financial

statements that give a true and fair view in order to design audit procedures that are appropriate in the

circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the

reasonableness of the accounting estimates made by the Company‟s Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

financial statements give the information required by the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India, of the state of affairs of the

Company as at 31st March, 2015, and its profit/loss and its cash flows for the year ended on that date.


Report on Other Legal and Regulatory Requirements 1.As required by the(Auditor‟s Report) Order,2015,(“the Order”) issued by the Central Government of India in

terms of sub-section (11) of Section 143 of the Companies Act,2013, we give in the Annexure a statement on the

matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015, taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed

as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor‟s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

i. the Company does not have any pending litigations which would impact its financial position

ii. the Company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses.

iii. there were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company

For SANKAR & MOORTHY Chartered Accountant Sd/- CA VC James BSC,FCA

(Partner)

Place: Ernakulam M.No.200/22565

Date: 30/05/2015 F.R.No.003575S


ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditor's Report of even date to the members of KINGS INFRA

VENTURES LIMITED on the accounts for the year ended 31st March, 2015.

(i) a The company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets

b As per the information and explanations given to us, the fixed assets have been physically

verified by the management at reasonable intervals and no material discrepancies were noticed

on such verification.

(ii) a) Physical verification of inventory has been conducted by the management at reasonable intervals

during the year.

b) In our opinion and according to the information and explanations given to us, the procedure for

physical verification of inventory is reasonable and adequate in relation to the size of the

company and the nature of its business.

c) On the basis of examination of the records of inventory, in our opinion, the company has

generally maintained proper records of inventory. No material discrepancies were noticed on

such verification.

(iii) a) As per the information‟s and explanations provided to us, the company has not granted

unsecured loans to parties covered in the register maintained under section 189 of the Act.

b) In the case of the loans granted to the bodies corporate listed in the register maintained under

section 189 of the Act, the borrowers have been regular in the payment as stipulated. The terms

of arrangements do not stipulate any repayment schedule and the loans are repayable on demand.

Accordingly, paragraph 3(iii) (b) of the Order is not applicable to the Company in respect of

repayment of the principal amount.

c) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the

bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there are adequate

internal control systems commensurate with the size of the company and nature of its business

for the purchase of inventory and fixed assets and for sale of goods and services. During the

course of our audit, no major weaknesses have been noticed in the internal controls.

(v) The company has not accepted any deposit from public within the meaning of section 73 to 76 or

any other relevant provisions of the Act and Rules, framed there under.

(vi) The provisions regarding maintenance of cost records under section 148(1) of the Companies

Act, 2013 are not applicable to the company.

(vii) a) According to the information and explanations provided to us, the company is regular in

depositing with appropriate authorities undisputed statutory dues including provident fund,

employees' state insurance, income tax wealth tax, service tax, customs duty, excise duty, value

added tax, cess and other material statutory dues, applicable to it . As explained to us, no

undisputed amounts payable were in arrears, as on 31st March, 2015 for a period of more than

six months from the date they became payable.

b) According to the information and explanations given to us, there are no material dues of wealth

tax, duty of customs and cess which have not been deposited with the appropriate authorities on

account of any dispute


c) According to the information and explanations given to us there were no amounts which were

required to be transferred to the Investor Education and Protection Fund by the Company

(viii) Accumulated losses at the end of the financial year are less than fifty per cent of its net worth

and it has not incurred cash losses in current financial year and in the immediately preceding

financial year.

(ix) As per the information and explanations given to us, the company has not defaulted in

repayment of dues to banks, financial institutions or debentures holders.

(x) The company has not granted any loans and advances on the basis of security by way of pledge

of shares, debentures and other securities.

(xi) According to the information and explanations given to us, the company has not taken any term

loans during the year.

(xii) According to the information and explanations given to us and on an overall examination of the

balance sheet of the company, we report that no funds raised on short term basis have been used

for long term investments.

(xiii) According to the information and explanations given to us, during the year, no fraud on or by the

company has been noticed or reported.

For SANKAR & MOORTHY

Chartered Accountant

Sd/-

CA VC James BSC, FCA

(Partner)

Place: Ernakulam M.No.200/22565

Date: 30/05/2015 F.R.No.003575S



BALANCE SHEET AS AT 31ST MARCH, 2015

Particulars Note

No As at 31.03.2015

Rupees As at 31.03.2014

Rupees

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share Capital A 30,922,500.00 30,922,500.00

(b) Reserves and Surplus B (354,713.60) (1,458,087.08)

(c) Money received against share warrants - -

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term Borrowings C 171,994,410.78 153,411,732.72

(b) Other Long-term Liabilities D 44,750,000.00 172,078,000.00

(c) Long-term Provisions E 1,000,000.00 1,000,000.00

4 Current liabilities

(a) Short-term borrowings F 19,295,878.96 19,311,496.05

(b) Trade payables G 4,088,757.68 11,815,956.00

(c) Other current liabilities H 5,924,589.05 11,912,203.06

(d) Short-term provisions I 204,860.00 443,298.25

TOTAL 277,826,282.87 399,437,099.00

II. ASSETS

1 Non-current assets

(a) Fixed assets J

(i) Tangible assets 14,804,800.30 14,472,251.08

(ii) Intangible assets 11,107.20 11,174.17

(iii) Capital work-in-progress - -

(iv) Intangible assets under development - -

(b) Non-current investments K 5,080,700.00 5,080,700.00

(c) Deferred tax asset (Net) L 88,674.27 60,390.19

(d) Long-term loans and advances M 4,240,808.25 95,495,245.44

(e) Other non-current assets N 13,399,763.89 13,306,007.81

2 Current assets

(a) Current investments O - -

(b) Inventories P 208,650,820.08 202,134,338.08

(c) Trade receivables Q 27,659,450.04 52,312,426.25

(d) Cash and cash equivalents R 2,234,626.83 10,882,910.98

(e) Short-term loans and advances S 1,655,532.00 5,681,655.00

(f) Other current assets T - -

TOTAL 277,826,282.87 399,437,099.00

See accompanying notes forming part of the financial statements

For and on behalf of the Board As per our report of even date attached

Sd/-


SHAJI BABY JOHN

Chartered Accountants

Chairman and Managing Director

Sd/-

Sd/-

BALAGOPALAN VELIYATH

V.C.James. BSc, FCA

Whole-time director

Partner Place : Ernakulam

M.No.200/22565

Date : 29.05.2015 F.R.No.003575S



STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH,2015

Particulars

Note No

For the year ended 31.03.2015

Rupees

For the year ended 31.03.2014

Rupees

I. Revenue from operations U 40,878,610.64 30,317,497.90

II. Other Income V 771,085.00 14,247.00

III. Total Revenue (I + II) 41,649,695.64 30,331,744.90

IV. Expenses:

Cost of Construction W 35,394,339.18 20,866,626.00

Purchases of Stock-in-Trade - -

(incease)/ Decrease in work-in-progress (5,381,482.00) -

Employee benefits expense X 4,334,173.00 2,988,886.00

Finance costs Y 1,392,155.28 356,235.18

Depreciation and amortization expense J 274,179.24 137,593.62

Other Expenses Z 4,561,241.54 3,347,721.75

Total Expenses 40,574,606.24 27,697,062.55 V.

Profit before exceptional and extraordinary items and tax (III-IV) 1,075,089.40 2,634,682.35

VI. Exceptional items A1 - -

VII. Profit before extraordinary items and tax (V - VI) 1,075,089.40 2,634,682.35

VIII. Extraordinary Items - -

IX. Profit before tax (VII- VIII) 1,075,089.40 2,634,682.35

X Tax expense:

(1) Current Tax 204,860.00 443,298.25

Less: MAT Credit Entitlement (204,860.00) (443,298.25)

(2) Tax expense relating to earlier years - 483,600.00

(3) Deferred Tax (28,284.08) (5,732.67) XI

Profit (Loss) for the period from continuing operations (VII-VIII) 1,103,373.48 2,156,815.02

XII Profit/(loss) from discontinuing operations - -

XIII Tax expense of discontinuing operations - - XIV

Profit/(loss) from Discontinuing operations (after tax) (XII-XIII) - -

XV Profit (Loss) for the period (XI + XIV) 1,103,373.48 2,156,815.02

XVI Earnings per equity share:

(1) Basic 0.36 0.70

(2) Diluted 0.36 0.70

See accompanying notes forming part of the financial statements


Sd/-


SHAJI BABY JOHN



Sd/-

Sd/-

BALAGOPALAN VELIYATH

V.C.James. BSc, FCA

Whole-time director

Partner Place : Ernakulam

M.No.200/22565 Date : 29.05.2015

F.R.No.003575S



CASH FLOW STATEMENT FOR THE YEAR 2014-15

PARTICULARS

As at 31.03.2015

Rupees

As at 31.03.2014

Rupees

Cash Flow from Operating Activities

Net Profit Before Taxation and Extra Ordinary Items 1,075,089.40 2,634,682.35

Adjustments for

Add Depreciation 274,179.24 274,179.24

Less: Interest Income (Fixed Deposit) 66,374.00 14,247.00

Add: Finance Cost 1,392,155.28 356,235.18

Operating profit before working capital changes 2,675,049.92 3,250,849.77

(Increase)/ Decrease in Trade Receivables 24,652,976.21 (15,890,414.65)

(Increase)/ Decrease in Inventories (6,516,482.00) (619,318.00)

(Decrease)/Increase in Other Current Liabilities (5,987,614.01) (2,086,477.00)

(Increase)/Decrease in other non current asset (93,756.08) (315,888.00)

(Increase)/Decrease in Long Term Loans & Advances 91,254,437.19 1,559,731.75

Increase/(Decrease) in other long term Liabilities (127,328,000.00) (12,000.00)

(Increase)/Decrease Short Term Advances 4,026,123.00 (5,517,304.00)

(Decrease)/Increase in Trade Payables (7,727,198.32) 11,815,956.00

(Decrease)/Increase in Other Current Liabilities (238,438.25) 443,298.25

Cash Generated from Operations (25,282,902.34) (7,371,565.88)

Income taxes paid - 483,600.00

Net cash flow from operating activities (25,282,902.34) (7,855,165.88)

Cash Flow from Investing Activities

Sale of Fixed Assets - -

Sale/ (Purchase) of Investments - -

Interest Income (Fixed Deposit) 66,374.00 14,247.00

Purchase of Fixed Assets (606,661.50) -

Net Cash Flow from Investing Activities (540,287.50) 14,247.00

Cash Flow from Financing Activities

Finance Cost (1,392,155.28) (356,235.18)

Increase/(Decrease) in long term borrowings 18,582,678.06 (1,486,226.00)

Increase/(Decrease) in short term borrowings (15,617.09) 19,186,195.43

Net Cash flow from financing activities 17,174,905.69 17,343,734.25

Net Cash generated (8,648,284.15) 9,502,815.37

Opening cash 10,882,910.98 130,749.23

Closing cash 2,234,626.83 9,633,564.60



Sd/- Chartered Accountants

SHAJI BABY JOHN Sd/-

Chairman and Managing Director V.C.James. BSc, FCA

Sd/- Partner

BALAGOPALAN VELIYATH M.No.200/22565

Whole-time director F.R.No.003575S Place : Ernakulam

Date : 29.05.2015


KINGS INFRA VENTURES LIMITED Notes forming part of the financial statements

A SHARE CAPITAL

Note 1: Break up of Share Capital

Share Capital 31.03.2015 31.03.2014

Number Rs. Number Rs.

Authorised Equity Shares of Rs. 10/- each 3,500,000 35,000,000.00 3,500,000 35,000,000.00

Issued

Equity Shares of Rs.10/-each 3,17,000 3,17,00,000 3,17,000 3,17,00,000

Subscribed & Paid up

Equity Shares of Rs. 10/- each fully paid 3,092,250 30,922,500.00 3,092,250 30,922,500.00 Subscribed but not fully Paid up

Equity Shares of Rs.10/- each, not fully

paid up - - - -

Total 3,092,250 30,922,500.00 3,092,250 30,922,500.00

Note 2 Reconciliation of number of shares

Particulars Equity Shares Preference

Shares

Number Rs. Number Rs.

Shares outstanding at the beginning of the year 3092250 30,922,500.00 - -

Shares Issued during the year - - - - Shares bought back during the year - - - - Shares outstanding at the end of the 3092250 30,922,500.00 - - year

Note 3 Shares held by holding company - N.A

Note 4 Details of shareholders holding more than 5% of shares

Name of Shareholder 31.03.2015 31.03.2014

No. of Shares % No. of Shares %

held held

Venus Fisheries (P) Ltd 633,525 20.49 633525 20.49 King Fisheries Ltd 210,000 6.79 210000 6.79 Shibu Baby John 423,900 13.71 423900 13.71 Shaji Baby John 457,428 14.79 457428 14.79

Note

5 Details of changes in share pattern for the last 5 years

Particulars Year (Aggregate No. of Shares)

2014-15 2013-14 2012-13 2011-12 2010-11

Equity Shares :

Fully paid up pursuant to contract(s) - - - - -

without payment being received in

cash

Fully paid up by way of bonus shares - - - - - Shares bought back - - - - -

Note 6 Details of Unpaid calls 2014-15 2013-14

By Directors - -

By Officers - -

Note 7 Details of forfeited shares

77,750 equity shares out of the shares allotted on 12.05.1995



Particulars As at 31.03.2015 As at 31.03.2014

B RESERVES & SURPLUS

Note 1 Break up of Reserves & Surplus

a. Securities Premium Account

Opening Balance 14,974,680.00 14,974,680.00

Add : Securities premium credited on Share issue - -

Less : Premium Utilised for various reasons - -

Premium on Redemption of Debentures - -

For Issuing Bonus Shares - -

Closing Balance 14,974,680.00 14,974,680.00

b. Surplus / (Deficit) in Statement of Profit and Loss

Opening balance (16,432,767.08) (18,589,582.09)

(+) Net Profit/(Net Loss) For the current year 1,103,373.48 2,156,815.02

(+) Transfer from Reserves - -

(-) Proposed Dividends - -

(-) Interim Dividends - -

(-) Transfer to Reserves - -

Closing Balance (15,329,393.60) (16,432,767.08)

Total (354,713.60) (1,458,087.08)

C LONG TERM BORROWINGS

Note 1

Secured

(a) Term loans

from banks - -

Unsecured

(a) Loans and advances from Directors & Promoters 171,994,410.78 153,411,732.72

(b) Other loans and advances - -

In case of continuing default as on the balance sheet

date in repayment of loans and interest with respect to

above

1. Period of default - -

2. Amount - -

Total 171,994,410.78 153,411,732.72

D OTHER LONG TERM LIABILITIES

Note 1

(a) Interest Free Project Advance - Un Secured 44,750,000.00 172,078,000.00

(b) Others - -

Total 44,750,000.00 172,078,000.00



E LONG TERM PROVISIONS

Note 1 (a) Provision for employee benefits (b) Others

Provision for Income Tax 1,000,000.00 1,000,000.00

Total 1,000,000.00 1,000,000.00

F SHORT TERM BORROWINGS

Note 1 Secured

Union Bank of India (OD Facility) 19,295,878.96 6,811,496.05

(Secured by mortgage of land and building and guaranteed

by Directors)

Terms of Repayment: Repayment on demand/-

Unsecured

Other Loans and Advances - 12,500,000.00

Total 19,295,878.96 19,311,496.05

G TRADE PAYBLES

Note 1

(a) Trade Payables 4,051,194.68 11,815,956.00

(b) Other Trade Payables 37,563.00 -

4,088,757.68 11,815,956.00

H OTHER CURRENT LIABILITIES

Note 1 (a) Other Payables

(a) Advances - 9,640,285.56

(b) Statutory Duties Payable 1,747,473.05 241,279.00

( c) Advances from Customers 3,014,321.00 349,152.00

(d)Creditors for expenses 1,162,795.00 1,681,486.50

Total 5,924,589.05 11,912,203.06

I SHORT TERM PROVISIONS

Note 1

(a) Provision for employee benefits - -

(b) Provision for Income Tax 204,860.00 443,298.25

Total 204,860.00 443,298.25

L DEFERRED TAX ASSETS

Note 1 Tax effects constituting deferred tax assets

On difference between book balance and tax balance of

fixed assets 88,674.27 60,390.19

Total 88,674.27 60,390.19

M LONG TERM LOANS AND ADVANCES

Note 1

a. Security Deposits

Unsecured, considered good 1,856,000.00 -

b. Loans and advances to related parties

Unsecured, considered good - 47,084,600.19

c. Other loans and advances

Unsecured, considered good

Advance for Property Purchase 1,736,650.00 47,967,347.00

d. MAT Credit Entitlement 648,158.25 443,298.25

Total 4,240,808.25 95,495,245.44

Note 2 Amount Due From:

Directors - -

Other officers of the Company - -

Firm in which director is a partner - -

Private Company in which director is a member - 47,084,600.19

Total - 47,084,600.19


KINGS INFRA VENTURES LIMITED Notes forming part of the financial

statements

N OTHER NON CURRENT ASSETS Note 1 Others

Unsecured, considered good Income tax deposit 1,802,056.00 1,802,056.00

Tax Deducted at Source 467,234.42 374,755.00

Prepaid Insurance 6,462.66 5,186.00

Miscellaneous Expenditure 11,124,010.81 11,124,010.81

Total 13,399,763.89 13,306,007.81

P INVENTORIES Note 1

a. Work-in-progress (Valued at cost) 208,650,820.08 202,134,338.08

Total 208,650,820.08 202,134,338.08

Q TRADE RECEIVABLES Note 1

Trade receivables outstanding for a period less than six months from the they are due for payment payment

months from the date they are due for payment

Unsecured, considered good 24,219,724.04 19,483,430.65

24,219,724.04 19,483,430.65

Trade receivables outstanding for a period

exceeding six months from the date they are

due for payment

Unsecured, considered good 3,439,726.00 32,828,995.60

3,439,726.00 32,828,995.60

Total 27,659,450.04 52,312,426.25

Trade Receivable stated above include debts due by:

Directors - -

Other officers of the Company - -

Firm in which director is a partner - 12,994,800.00

Private Company in which director is a member - -

Total - 12,994,800.00

R CASH AND CASH EQUIVALENTS Note 1

a. Balances with Banks in Current Accounts 314,991.83 134,175.98

b. Balances with Banks in Fixed Deposit 1,622,044.00 10,064,247.00

c. Cash on Hand 297,591.00 684,488.00

Total 2,234,626.83 10,882,910.98

S SHORT TERM LOANS AND ADVANCES Note 1

a. Loans and advances to related parties G - -

b. Others 1,151,028.00 5,223,520.00

C. Advance to staff & Others 504,504.00 458,135.00

Total 1,655,532.00 5,681,655.00

T OTHER CURRENT ASSETS Note 1

(a) Unbilled revenue - -

(b) Unamortised expenses - -

Total - -



A1 CONTINGENT LIABILITIES

Note 1

Contingent liabilities and commitments (to the extent

not provided for)

(i) Contingent Liabilities - -

(ii) Commitments - -

Total - -

A2 OTHER DISCLOSURES

Note 1 Details of dividends proposed

Particulars Total Total

Dividends proposed to be distributed to equity

shareholders Nil Nil

Dividends proposed to be distributed to preference

shareholders Nil Nil

Arrears of fixed cumulative dividends on preference shares

Note 2

In the opinion of the Board, all assets other than fixed assets and non current investments, have a

realisable value in the ordinary course of business which is not different from the amount at which it is

stated.



Notes forming part of the financial statements

Particulars 31.03.2015 31.03.2014

K NON CURRENT INVESTMENTS

Note 1

Trade Investments - -

Total (A) - -

Other Investments

(a) Investment in Equity instruments 4,900,000.0

0 4,900,000.00

(b) Other non-current investments (Gold coins) 80,700.00 80,700.00

('c) National Saving Certificate 100,000.00 100,000.00

Total (B) - - 5,080,700.0

0 5,080,700.00

Grand Total (A + B) - -

5,080,700.00 5,080,700.00

Less : Provision for dimunition in the value of Investments - -

Total - - 5,080,700.0

0 5,080,700.00

Aggregate amount of quoted investments : N.A.

Aggregate amount of unquoted investments Rs. 49,00,000/-

Details of Trade Investments : N .A.

Details of Other Investments

Sr. No. Name of the Body Subsidiary / No. of Shares / Units Quoted / Partly Paid / Extent of Holding (%) Amount (Rs.) Whether If

Corporate Associate / JV/ Unquoted Fully paid stated at Answer

Controlled Entity / Cost to

Others Yes / No Column

(9) is

'No' -

31.03.2015 31.03.2014 31.03.2015 31.03.2014 31.03.2015 31.03.2014

(a) Investment in

Controlled entity

490,000 490,000 Kings Kings

4900000 4900000 Yes

Equity Instruments international- international-

3.267% 3.267%

Other non-current

(b) investments (Gold 80gms 80gms 80700 80700 Yes

coin- 80gms)

(c) National Saving 100000 100000 Yes

Certificate

Total 5,080,700.00 5,080,700.00

Particulars

31.03.2015 31.03.2014

O CURRENT INVESTMENTS

Note 1

(a) Investment in

Equity instruments - -

Total - -

Details of Current Investments : N A


J FIXED ASSETS depreciation

not done

Note 1

Fixed Assets Gross Block Accumulated Depreciation Net Block

As on 01.04.14

Additions/ Acquired

Revaluations 31.03.2015

As on 01.04.14

Depreciation Adjus

On disposals

As on 31.03.2015

As on 31.03.2014

As on 31.03.15

(Disposals

) through / charge for

the tmen

business (Impair

ments year t due

combinat

ions ) to

reval

uatio

ns

Tangible Assets

Land 13,928,612.80 - - - 13,928,612.80 - - - - - 13,928,612.80 13,928,612.80 Furniture and Fixtures 262,438.00 - - - 262,438.00 185,146.50 31,913.66 - - 217,060.16 77,291.50 45,377.84 New Office Furnishing 323,830.05 - - - 323,830.05 236,881.14 35,901.20 - - 272,782.34 86,948.91 51,047.71 Water Dispenser 6,500.00 - - - 6,500.00 4,196.03 497.66 - - 4,693.69 2,303.97 1,806.31 UPS & Battery 18,020.00 - - - 18,020.00 15,457.38 532.77 - - 15,990.15 2,562.62 2,029.85 Computer 349,003.00 - - - 349,003.00 303,400.23 39,414.47 - - 342,814.70 45,602.77 6,188.30 Computer - 93,300.00 - - 93,300.00 - 20,253.08 - - 20,253.08 - 73,046.92 Motor car - Ritz 525,589.00 - - - 525,589.00 367,381.08 57,271.27 - - 424,652.35 158,207.92 100,936.65

Motor Bike (HondaYouga) - 112,950.00 - 112,950.00 - 10,174.88 - - 10,174.88 - 102,775.12

Bicycle 3,200.00 - - - 3,200.00 1,511.71 330.57 - - 1,842.28 1,688.29 1,357.72 Generator 63,760.00 - - - 63,760.00 38,474.83 5,254.26 - - 43,729.09 25,285.17 20,030.91 Air Conditioner 227,880.00 - - - 227,880.00 143,233.09 18,283.73 - - 161,516.82 84,646.91 66,363.18 Xerox machine 55,125.00 - - - 55,125.00 34,034.36 4,555.58 - - 38,589.94 21,090.64 16,535.06 Machinery - 62,700.00 - - 62,700.00 - 9,483.16 - - 9,483.16 - 53,216.84 Electrical Fittings - 20,010.00 - - 20,010.00 - 2,682.55 - - 2,682.55 - 17,327.45 Time Attendence System - 27,480.00 - - 27,480.00 - 1,485.35 - - 1,485.35 - 25,994.65 Voice Recorder - 6,490.00 - - 6,490.00 - 745.76 - - 745.76 - 5,744.24 Toos & Equipments - 272,931.50 - - 272,931.50 - 17,090.04 - - 17,090.04 - 255,841.46 Mobile Phone 61,560.00 - - - 61,560.00 23,550.42 7,442.28 - - 30,992.70 38,009.58 30,567.30 Total 15,825,517.85 595,861.50 - - 16,421,379.35 1,353,266.77 263,312.27 - - 1,616,579.04 14,472,251.08 14,804,800.30

Intangible Assets Computer software 235,000.00 - - - 235,000.00 223,825.83 10,615.46 - 234,441.29 11,174.17 558.71 Computer software - 10,800.00 - - 10,800.00 - 251.51 - 251.51 - 10,548.49 Total 235,000.00 10,800.00 - - 245,800.00 223,825.83 10,866.97 - - 234,692.80 11,174.17 11,107.20 - - - -

Capital Work In Progress - - - - - - - - - - - -

Total - - - - - - - - - - - - Intangible assets under - - - - Development - - - - - - - -

Total - - - - - - - - - - - - Grand total 16,060,517.85 606,661.50 - - 16,667,179.35 1,577,092.60 274,179.24 - - 1,851,271.84 14,483,425.25 14,815,907.50

Note 2

(a) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation during the preceding 5 years: NIL (b) Details of assets acquired under hire purchase agreements: NIL



('C) Annexure to Longterm Borrowings under non current Liabilities Loans and advances from Directors and Promoters

Particulars 2014-15 2013-14 Shaji Baby John 121,263,346.21 99,370,365.00 Baby John S 8,588,155.00 9,855,128.00 Annamma Baby John - 1,093,330.15 Rita S John 1,250,000.00 - Venus Fisheries Pvt. Ltd. 40,892,909.57 43,092,909.57

Total 171,994,410.78 153,411,732.72

(D) Other Long Term Liabilities-Interest Free Un Secured Project Advance Particulars 2014-15 2013-14

Jacob Mathew - 2,000,000.00 Ravindrakumar.N - 2,578,000.00 Analysis Securities Pvt Ltd 1,500,000.00 1,500,000.00 Aranco Infra Developers Pvt Ltd 2,000,000.00 - LillyGardens Holiday Homes Pvt Ltd 2,500,000.00 - Goodtimes India Holidays & Travels Pvt Ltd 8,750,000.00 7,400,000.00 Kings Properties & Housing Ltd 8,750,000.00 4,600,000.00 Kings Infomatica Solutions Pvt Ltd 8,750,000.00 - DD Resorts Pvt Ltd. - 152,000,000.00 Ozone Urbana Infra Developers Pvt Ltd 12,500,000.00 Mr.Uday Ravi - 2,000,000.00

Total 44,750,000.00 172,078,000.00

(F) Short Term Borrowings-Secured (a)

Particulars 2014-15 2013-14 Union Bank of India (OD) 19,295,878.96 6,811,496.05

Total 19,295,878.96 6,811,496.05

Short term borrowing- Unsecured Particulars 2014-15 2013-14

Ozone Urbana Infra Developers Pvt Ltd - 12,500,000.00 Total - 12,500,000.00

(G) Trade Payable Particulars 2014-15 2013-14

Santhosh - Sub-Contractor 60,261.00 - Ananthapuri Blue Metals 47,100.00 - Team Developers 104,350.00 194,350.00 Metallica Engineers and Contractors 109,760.00 - M.S Steels Sreekaryam 119,074.00 - RMC Readymix (India) Pvt Ltd 142,375.00 - Hanna Rock Products Pvt Ltd 244,200.00 Chitra Constructions 406,376.68 - Ganesh - Sub Contractor 38,959.00 - Noushad - Sub Contarctor 86,119.00 - Anil Kumar - Transporation 741,370.00 - Sudheesh K M 900,000.00 1,636,106.00 Benny AB 465,300.00 Jose M Jose 381,150.00 Dharbi.V.F 204,800.00 - Alpha Contractors and Engineers - 9,985,500.00

Total 4,051,194.68 11,815,956.00


(b) Other Trade Payable Particulars 2014-15 2013-14

Sakhil Transport 21,000.00 - Tanit Cutting Technology 9,120.00 - Indo Quarts Kochi 7,443.00 -

Total 37,563.00 - (H) Other Current Liabilities: Advances

Particulars 2014-15 2013-14 Kings Informatica Solution (P) Ltd - 3,748,433.50 Kings Properties & Housing Ltd - 712,246.06 Mr.Alok Chandra - 2,661,500.00 Mr.Dev Kishan Varyani - 2,381,106.00 Sri Srinivas Wheat Industries Pvt Ltd - 137,000.00

Total - 9,640,285.56

Statutory Duties Payable Particulars 2014-15 2013-14

Service Tax Payable 1,346,151.26 - Work Contract Tax payable 281,443.79 208,450.00 TDS Payable 119,878.00 32,829.00

Total 1,747,473.05 241,279.00

Advance from Customers Particulars 2014-15 2013-14

Jacob Joseph/Beena Joseph - 99,710.00 N.P.Unni - 49,442.00 SS.Rajan - 100,000.00 Gilson - 50,000.00 John Samuel - 50,000.00 Mace Alumini Welfare Society 500,000.00 - IL & FS Township & Urban Assets Ltd (Mob. Adv.) 2,514,321.00 -

Total 3,014,321.00 349,152.00

Creditors for Expenses Particulars 2014-15 2013-14

Cornet Grafics & Communications - 49,282.00 Sankar & Moorthy, Chartered Accountants 197,929.00 106,181.00 S.K.D.C Consultants Limited 38,457.00 32,664.00 Forest Creative Communications - 34,037.00 Kings Travel World India Pvt Ltd 145,560.00 997,844.50 Karthik Industries - 121,318.00 K.G Mohan 28,500.00 18,200.00 Thomas Santi & Co, Chartered Accountants 17,058.00 - Johney & Co, Chartered Accountants 39,052.00 - Salary Payable 461,386.00 193,961.00 Expenses Payable 234,853.00 127,999.00

Total 1,162,795.00 1,681,486.50

(l) Investment in Equity Instruments under Non Current Investment Particulars 2014-15 2013-14

Shares in Kings International Ltd. 4,900,000.00 4,900,000.00 Total 4,900,000.00 4,900,000.00

(M) Long Term Loans and Advances: (a) Security Deposit

Particulars 2014-15 2013-14 EMD 128,000.00 - House Rent Deposit 228,000.00 - Security Deposit - Elam Project 1,500,000.00 -

Total 1,856,000.00 -


(b) Long term Loans & Advances Particulars 2014-15 2013-14

Cochin Techno Park Ltd. - 34,666.00 Alpha Daily Living Products Pvt Ltd - 317,754.00 Hi-LIne Developers & Projects (P) Ltd - 24,097,100.36 Kings Hotels & Resorts Ltd - 5,132,059.00 Kings International Ltd - 9,595,853.45 Kings Securities Ltd - 3,946,433.38 Alpha Holdings & Infrastructures Solutions (BLR) Pvt Ltd - 2,500,000.00 Alpha Holdings & Infrastructures Pvt Ltd - 1,138,447.00 Priceless Consultancy Management Guide India (P) Ltd - 322,287.00

Total - 47,084,600.19 (c)Advances for property purchase

Particulars 2014-15 2013-14 Mr. Ashraf. V.A - 1,000,000.00 Project Advance 736,650.00 8,685,000.00 Ujith Property - 32,556,347.00 Chacko Thomas - 220,000.00 P.E.Nazar - 200,000.00 Mohammed Nazar 1,000,000.00 1,000,000.00 Wagamon Estate - 4,306,000.00

Total 1,736,650.00 47,967,347.00

(P) Inventories Work in Progress

Particulars 2014-15 2013-14 Land 177,049,184.00 177,049,184.00 Free Trade & Warehousing Zone Development 21,485,986.50 21,485,986.50 Closing Stock of Materials 1,135,000.00 - Work in Progress - Projects 8,980,649.58 3,599,167.58

Total 208,650,820.08 202,134,338.08

(Q) Trade Receivables Particulars 2014-15 2013-14

Less than 6 months

IL & FS Township & Urban Assets Ltd 9,696,600.89 - Consolidated Construction Consortium Ltd 294,725.25 - RDS Project Limited 834,844.25 2,394,998.65 Alpha Consolidated Projects - 12,994,800.00 Planet Constructions 4,379,553.65 - Shapoorji Pallonji & Co. Ltd - 4,093,632.00 Sunwatt Saltech Pvt Ltd. 218,000.00 - Alpha Holdings and Infrastructures Pvt Ltd 8,796,000.00

Total A 24,219,724.04 19,483,430.65 More than 6 months

Fidelity Finance - 24,266,782.10 Alpha Consolidated Projects 19,890.00 - Shapoorji Pallonji & Co. Ltd 3,419,836.00 - Abhilash Nair - 387,852.00 Chandra Bhat - 698,500.00 Cherian Arattukulam - 200,000.00 Rajesh Arakkal - 127,500.00 Ravindrakuman.N - 126,000.00 K.C.Babu - 7,000.00 Mr. George J. E - 10,000.00 Dr.L.George - (35,000.00) P.S. & Company - 52,790.00 Madhusoodhanan Nair - 1,990,000.00 Rama Rao/Saroja Rama Rao - 213,910.00 Rasheeja/Ram - 591,100.00 Raza Khan - 69,596.00 Shahul Hameed - 898,802.50 Sunil - 2,447,340.00 T.M.Rajeevan - 31,817.00 Vijayalakshmi - 389,300.00


Usha - 355,706.00 Total B 3,439,726.00 32,828,995.60

Grand Total A+B 27,659,450.04 52,312,426.25

('R) Cash and Cash Equivalents: (a) Balance with Banks

Particulars 2014-15 2013-14 Syndicate Bank A/c No: 43031010002951 4,069.69 4,069.69 Union Bank of India - 395501010050309 5,162.00 5,442.00 Union Bank of India - 396701010035457 234,196.85 47,275.50 ICICI Bank 50,000.00 55,000.00 Union Bank of India - 396701010035554 11,103.50 - Union Bank of India A/c No.336501010033223 7,675.00 - SBI - Yelanka new Town- 31509252485 2,784.79 22,388.79

Total 314,991.83 134,175.98 (S) Short Term Loans and Advances: (b) Other Advances

Particulars 2014-15 2013-14 Aranco Infra Developers - 2,850,000.00 Prince Gates IT Parks Pvt Ltd - 528,000.00 United Blocks & Allied Building Materials 279,392.00 - United Metals 86,850.00 - Maheen 9,400.00 - A.P Abdul Saleem 27,426.00 - IL & FS Retention Money 712,960.00 - Adv.Arunraj 35,000.00 - Planet Constructions - 1,845,520.00

Total 1,151,028.00 5,223,520.00


Particulars As at 31.03.2015 As at 31.03.2014

U REVENUE FROM OPERATIONS

Contract Income 28,021,133.49 6,948,331.90

Income from Sales 11,322,347.50 22,786,666.00

Income from Investment in Projects 1,535,129.65 -

Commission Income - 582,500.00

Total 40,878,610.64 30,317,497.90

V OTHER INCOME

Miscellaneous Income 704,711.00 -

Interest Income (Fixed Deposit) 66,374.00 14,247.00

Total 771,085.00 14,247.00

W Cost of Construction

Opening Stock of Construction Materials - -

Purchases 20,360,134.52 16,117,300.00

20,360,134.52 16,117,300.00

Less : Closing Stock of Materials 1,135,000.00 -

Cost of Materials Consumed 19,225,134.52 16,117,300.00

Construction Expenses 11,673,748.00 4,749,326.00

Over Head Expenses 4,495,456.66 -

Total 35,394,339.18 20,866,626.00

X EMPLOYEE BENEFIT EXPENSES

Salary 4,334,173.00 2,949,586.00

Gratuity - 11,000.00

Wages - 28,300.00

Total 4,334,173.00 2,988,886.00

Y FINANCE COST

Bank Charges & Interest expense 1,392,155.28 356,235.18

1,392,155.28 356,235.18


Total

Z OTHER EXPENSES

Power and fuel 2,077.00 44,066.00

Water 11,200.00 9,451.00

Rent 159,000.00 335,784.00

Repairs and Maintenance 178,194.00 111,349.00

Insurance 12,152.34 31,019.00

Interest on statutory charges 19,712.00 4,603.00

Rates and Taxes 288,539.50 78,484.00

Communication Expenses 153,801.00 257,124.00

Travelling and Conveyance 1,538,755.00 1,576,803.00

Printing and Stationery 289,188.00 52,014.00

Advertisement Expenses 192,683.79 155,183.00

Business Promotion 29,540.00 39,715.00

Donations and Contributions 7,000.00 3,000.00

Legal and Professional Charges 1,031,735.00 259,889.00

Auditors Remuneration, for Statutory Audit 112,360.00 67,416.00

Miscellaneous Expenses 4,992.75 47,190.75

Listing & Other fees 133,433.00 32,651.00

Office Expenses 326,858.16 231,980.00

Sitting Fees 65,000.00 -

Website Expenses 5,020.00 10,000.00

Total 4,561,241.54 3,347,721.75



1.CORPORATE INFORMATION:

The Company was incorporated on 23rd November 1987 under the name Victory Aqua Farm Limited. During the

year 2007 the company changed its name to Kings Infra Ventures Limited. The main objects of the company are to

promote, develop, finance, establish, to enter into joint ventures, to establish special purpose vehicles, build,

construct, equip, operate and maintain infrastructure projects and facilities.

2.SIGNIFICANT ACCOUNTING POLICIES:

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted

Accounting Principles in India to comply with the Accounting Standards notified under the Companies

(Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The

financial statements have been prepared on accrual basis under the historical cost convention. The accounting

policies adopted in the preparation of the financial statements are consistent with those followed in the previous

year.

2.2) Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make

estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent

liabilities) and the reported income and expenses during the year. The Management believes that the estimates

used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these

estimates and the differences between the actual results and the estimates are recognised in the periods in which the

results are known / materialise.

2.3) Inventories

Inventories are valued at the lower of cost and the net realisable value after providing for obsolescence and other

losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including

octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include

appropriate proportion of overheads.

2.4) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is

adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash

receipts or payments. The cash flows from operating, investing and financing activities of the Company are

segregated based on the available information.

2.5) Depreciation and amortisation

Till the year ended March 31, 2014, Schedule XIV to the Companies Act, 1956, prescribed requirements

concerning depreciation of fixed assets. From the current year, Schedule XIV has been replaced by Schedule II to

the Companies Act, 2013.

2.6) Revenue Recognition

The company follows mercantile system of accounting and recognises income and expenditure on accrual basis.

2.7) Fixed Assets

Tangible Fixed Assets are stated at cost of acquisition less accumulated depreciation. Cost comprise the purchase

price and any attributable cost of bringing the asset to its working condition for its intended use. Borrowing costs

relating to acquisition of fixed assets which takes substantial period of time to get ready for its intended use are

also included to the extent they relate to the period till such assets are ready to be put to use

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,

intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.


Intangible assets, comprising of software are amortized on a straight line basis over a period of 4 years, which is

estimated to be the useful life of the asset.

2.8) Investments

All the investments are classified as either current or long term based on managements intention at the time of

purchase. Current investments are carried at the lower of cost or fair value. Long Term Investments are carried at

cost less provisions made to recognise any decline other than temporary, in the carrying value of each investment.

2.9) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax by the weighted average number of

equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit/ (loss)

after tax as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential

equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share

and the weighted average number of equity shares which could have been issued on the conversion of all dilutive

potential equity shares.

2.10) Taxes on Income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the

provisions of the Income Tax Act, 1961. Minimum Alternate Tax (MAT) paid in accordance with the tax laws,

which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an

asset if there is convincing evidence that the Company will pay normal income tax.

Deferred tax is recognised on timing differences,is being the differences between the taxable income and the

accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting

date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed

depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient

future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of

other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available

against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on

income levied by the same governing tax laws and the Company has a legally enforceable right for such set off.

Deferred tax assets are reviewed at each Balance Sheet date for their realisability.

2.11) Provisions and Contingencies A provision is recognised when an enterprise has a present obligation as a

result of past event; it is probable that an outflow of resources will be required to settle the obligation, in respect of

which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based

on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet

date and adjusted to reflect the current best estimates.

A disclosure of a contingent liability is made when there is a possible obligation or a present obligation, when an

outflow of resource is not probable or a reliable estimate cannot be made. When there is a possible obligation or a

present obligation, in respect of which the likelihood of outflow of resources is remote, no provision or disclosure

is made.

Notes forming part of the financial statements

A. As per the explanations available with the company, contingent liabilities did not exist at the time of finalisation

of accounts.

B. The company has not received information from creditors regarding their status under the Micro, Small and

Medium Enterprises Act 2006 and hence disclosure relating to amounts unpaid as at the year end together with

interest paid/payable under this Act have not been given.

C. Estimated amount of contracts to be executed on capital account and not provided for in the accounts - Nil

D. C.I.F. Value of Imports : Nil

E. Expenses incurred in Foreign currency:


(a) Initial Recognition: There is no foreign currency transaction during the year.

(b) Conversion : Not Applicable

F. Earnings in Foreign Exchange from Export Sales: Nil

G. The value of inventory of the Company (Work-in–Progress)as on 31-03-2015 is Rs.208,650,820.08

H. Related party Disclosures:

The Company is adhering to the Related Party Disclosures as mentioned in AS 18. The details are annexed

herewith.

Sl

No Name of the Party Relationship

Nature of

Transaction Amount

Outstaning

Amount

1 Mr.Shaji Baby John

Chairman and

Managing Director Payment of Salary

1,200,000 Nil

2 Mr.Shaji Baby John

Chairman and

Managing Director

Advance from

Director

21,892,981 121263346 Cr

3 Rita S John

Promoter Non

Executive Director

Advance from

Director

1,250,000 1250000 Cr

4 Baby John S Executive Director Payment of Salary

400,000 55000 Cr

5 Baby John S Executive Director

Refund of Advance

Received

1,266,973 8588155 Cr

6 Balagopalan Veliyath Executive Director Payment of Salary

300,000 20000 Cr

7 CK Gopalan Nair Executive Director Payment of Salary

300,000 Nil

8 Saji Mathew

Chief Financial

Officer Payment of Salary

480,000 40000 Cr

9

Achyuth Dutt Company Secretary Payment of Salary

180,000 30000 Cr

10 Kings Infomatica Solutions Pvt Ltd Common Directors

Project Advance

Received

5,001,567 8750000 Cr

11 Kings Travel World India Pvt Ltd Common Directors

Travel Services

Received

1,119,363 145560 Cr

12

Hi-Line Developers & Projects

Pvt Ltd Common Directors Outstanding Received

24,704,100 Nil

13 Kings International Ltd Common Directors

Refund of Advance

Paid

10,218,546 Nil

14 Kings Properties & Housing Ltd. Common Directors

Project Advance

Received

415,000 8750000 Cr

15 Venus Fisheries Pvt Ltd Common Directors

Refund of Advance

Received

220,000 40892909 Cr

16

Goodtimes India Holidays &

Travels

Pvt Ltd Common Directors

Project Advance

Received

1,350,000 8750000 Cr

17 Kings Hotels & Resorts Ltd Common Directors

Refund of Advance

Paid

5,132,059 Nil

18

Priceless Consultancy management

Guide India Pvt Ltd Common Directors

Refund of Advance

Paid

322,287 Nil


19 Kings Securities Ltd Common Directors

Refund of Advance

Paid

3,946,434 Nil

20 Cochin Technopark Ltd Common Directors

Refund of Advance

Paid

34,666 Nil

I. Previous year‟s figures have been regrouped or re-arranged wherever found necessary.

For and on behalf of the Board of Directors As per our report of even date attached

Sd/-

SHAJI BABY JOHN


Sd/

BALAGOPALAN VALIYATH

Whole-time director

Place: Ernakulam

Date: 29.05.2015

Sd/-



VC James B.Sc, FCA

Partner

M.No 200/22565

F.R. No. 003575S


CEO/CFO CERTIFICATION TO THE BOARD

(Under Clause 49(V) of Listing Agreement)

The Board of Directors Ernakulam

Kings Infra Ventures Limited 14-08-2015

In pursuance to the Clause 49 of the Listing Agreements with the Stock Exchanges, we wish to certify as

under with regard to the Annual Accounts of the Company for the Financial Year ended March 31, 2015,

including the Schedules and Notes forming part thereof, as well as the Cash Flow Statement for the

financial year ended on that date:-

(a) We have reviewed financial statements and the cash flow statement for the year ended 31-03-

2015 and that to the best of our knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact

or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the company‟s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the company

during the year which are fraudulent, illegal or violative of the company‟s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting

and that we have evaluated the effectiveness of internal control systems of the company

pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee,

deficiencies in the design or operation of such internal controls, if any, of which we aware and the

steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which I have become aware and the involvement therein,

if any, of the management or an employee having a significant role in the company‟s

internal control system over financial reporting.

Sd/- Sd/-

(BALAGOPALAN VELIYATH) (SHAJI BABY JOHN)

Whole-time Director Chairman and Managing Director


Kings Infra Ventures Limited

Corporate Identification No. (CIN)- L05005KL1987PLC004913

Regd. Off.: A – 1, First Floor, Atria Apartments, Opp. Gurudwara Temple, Perumanoor Road, Thevara,

Cochin – 682 015

E-mail: [email protected]. Website: www.kingsinfra.com

BALLOT FORM

(1) Name and Registered Address of the :

Sole/First named Shareholder

(2) Name(s) of the Joint Holder(s) :

(if any)

(3) Registered Folio No./DP ID No. :

and Client ID No.

(4) Number of Share(s) held :

(5) EVSN(e-voting Sequence number) :

(6) User ID :

(7) Password :

(8) I/We hereby exercise my/our vote(s) in respect of the Resolutions set out in the Notice of the

Twenty Seventh Annual General Meeting (AGM) of the Company to be held at 11.00 a.m,

on Wednesday, 30th

September, 2015 by sending my/ our assent or dissent to the said

Resolutions by placing a tick() mark at the appropriate box below:


Item

no.

Resolution No. of

Shares

(FOR) (AGAINST)

I/We

assent to

the

Resolution

I/We

dissent the

Resolution

1 Adoption of Audited Financial Statements

of the Company for the financial year ended

31st March, 2015, including the Audited

Balance Sheet as at 31st March, 2015 and

the Statement of Profit and Loss Account

for the year ended on that date and the

Reports of the Board of Directors and

Auditors thereon.

2 Appointment of Auditors to hold office

from conclusion of 27th

Annual General

Meeting until the conclusion of 29th

Annual

General Meeting of the Company and fixing

their remuneration.

3 Appointment of Mrs. Rita Shaji John

(DIN:01544753) as Director

4 To take loan for an amount of Rs.

150,00,00,000

5 To pledge, mortgage or charge any movable

or immovable property of the Company to

procure the loan amount of Rs.

150,00,00,000

Place:

Date : (signature of the Shareholder)

Note: Please read the instructions carefully before exercising your vote.


The instructions for shareholders voting electronically are as under:

The Board of Directors of the Company has appointed Mr. C.A. Jomy Saimon, FCA (M.No:221929),

GSPU & Associates( FRN.No.:011266S), Chartered Accountants, Third Floor, Al-Fiya Building, Lisie Jn.

Opp. Reserve Bank of India, Kaloor, Cochin-682018. Telephone: 0484 4015019, Mobile: 09495212418, e-

mail:[email protected] as the scrutinizer for evoting.

(i) The voting period begins on September 27, 2015 (9:00 am) and ends on September 29, 2015 (5:00 pm)

(One Day prior to the AGM). During this period shareholders‟ of the Company, holding shares either in

physical form or in dematerialized form, as on the cut-off date (record date) of September 23, 2015)

(Seven Days prior to the AGM). may cast their vote electronically. The e-voting module shall be disabled

by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting

venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iv) Click on Shareholders.

(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an

earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company are

requested to use the first two letters of their name and the 8 digits of the

folio number/ demat account number in the PAN field.

In case the Folio number is less than 8 digits enter the applicable

number of 0‟s before the number after the first two characters of the

name in CAPITAL letters. Eg. If your name is Ramesh Kumar with

Folio Number 1 then enter RA00000001 in the PAN field.

Dividend

Bank

Details

OR Date

of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as

recorded in your demat account or in the company records in order to login.

If both the details are not recorded with the depository or company

please enter the demat id / folio number in the Dividend Bank details

field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.

http://www.evotingindia.com/



(x) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach „Password Creation‟ menu wherein they are

required to mandatorily enter their login password in the new password field. Kindly note that this

password is to be also used by the demat holders for voting for resolutions of any other company on which

they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly

recommended not to share your password with any other person and take utmost care to keep your

password confidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

(xii) Click on the EVSN relevant to Kings Infra Ventures Limited on which you choose to vote.

(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to

the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will

be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on

“CANCEL” and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log

on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to

[email protected]

After receiving the login details a Compliance User should be created using the admin login and password.

The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on

approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour

of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the

same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to

[email protected].






ATTENDANCE SLIP


((Registered Office: A – 1, First Floor, Atria Apartments, Opposite Gurudwara Temple,

Perumanoor Road, Thevara, Cochin – 682 015)

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL

JOINT SHAREHOLDERS MAY OBTAIN ADDITIONAL SLIP ON REQUEST

Twenty Seventh Annual General Meeting, 30th

September, 2015

No. of Shares held : …………. Registered Folio: ……………

DP ID : …………. Client ID : ……………

Name of the Member/ Proxy

with complete address

I certify that I am a registered shareholder/ proxy for the registered shareholder of the Company.

I hereby record my presence at the Twenty seventh Annual General Meeting of the Company to

be held at 11.00 A.M, on Wednesday, September 30, 2015 at the Registered Office of the

company at A – 1, First Floor, Atria Apartments, Opposite Gurudwara Temple, Perumanoor,

Thevara, Cochin – 682 015

Signature of the Member/Proxy

---------------------------------------------TEAR HERE----------------------------------------------


PROXY FORM


Regd.Off: A – 1, First Floor, Atria Aptmnts.,Opp. Gurudwara Temple, Perumanoor Road, Thevara, Cochin

– 682 015

CIN: L05005KL1987PLC004913. E-mail: [email protected]. website:

www.kingsinfra.com

Form No.MGT - 11

Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

I/We, being the member(s) of …………. shares of the above named company, hereby appoint

1. Name : _____________________________________ E-mail

Id:______________________________

Address :

________________________________________________________________________________

Signature: ___________________________________________, or failing him/her

2. Name : _____________________________________ E-mail

Id:______________________________

Address :

________________________________________________________________________________

Signature: ___________________________________________, or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 27th

Annual general

meeting of the company, to be held at 11.00 a.m, on Wednesday, the 30th

day of September, 2015 at the

Registered Office of the Company at A – 1, First Floor, Atria Apartments, Opposite Gurudwara Temple,

Name of the member (s) :

Registered address :

E-mail Id :

Folio No/ Client Id : DP ID :


Perumanoor Road, Thevara, Cochin – 682 015 and at any adjournment thereof in respect of such

resolutions and in such manner as are indicated below:

Resoluti

on No.

Resolutions Optional*

For Agai

nst

Ordinary Business

1 Adoption of Audited Financial Statements of the Company for the

financial year ended 31st march, 2015, including the Audited Balance

Sheet as at 31st march, 2015 and the Statement of Profit and Loss Account

for the year ended on that date and the Reports of the Board of Directors

and Auditors thereon.

2 Appointment of Auditors to hold office from conclusion of 26th

Annual

General Meeting until the conclusion of 29th

Annual General Meeting of

the Company and fixing their remuneration.

Special Business

3 Approval of Appointment of Mrs. Rita Shaji John as Director liable to

retire by rotation

4 To take loan for an amount of Rs. 150,00,00,000

5 To pledge, mortgage or charge any movable or immovable property of the

Company to procure the loan amount of Rs. 150,00,00,000

Signed this____day of________________2015

Signature of shareholder Signature of Proxy holder(s)

Notes:

1. A Proxy need not be a member of the Company. Pursuant to the provisions of section 105 of the

Companies Act, 2013, a person can act as proxy on behalf of not more than fifty members and

holding in aggregate not more than ten percent of the total share capital of the Company.

Members holding more than ten percent of the total share capital of the Company may appoint a

single person as proxy, who shall not act as proxy for any other member.

2. *It is optional to put „X‟ in the appropriate column against the Resolutions indicated in the Box. If

you leave the „For‟ or „Against‟ column blank against any or all Resolutions, your Proxy will be

entitled to vote in the manner as he/she thinks appropriate.

3. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 27th

Annual General Meeting of the Company.

4. This Form of Proxy, to be effective, should be duly completed and deposited at the Registered

Office of the Company at A – 1, First Floor, Atria Apartments.,Opp. Gurudwara Temple,

Perumanoor Road, Thevara, Cochin – 682 015, not later than 48 hours before the commencement

of the aforesaid meeting.

Affix

Revenue

Stamp

KINGS INFRA VENTURES LIMITED TWENTY …...Kings Infra Ventures Limited Annual Report: 2014 – 15...

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Transcript of KINGS INFRA VENTURES LIMITED TWENTY …...Kings Infra Ventures Limited Annual Report: 2014 – 15...