Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
TWENTY SEVENTH ANNUAL REPORT – 2014 -15
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.”
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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/-
Kochi (SHAJI BABY JOHN)
August 14, 2015 Chairman and Managing Director
Kings Infra Ventures Limited Annual Report: 2014 – 15
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 .
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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/-
Kochi (SHAJI BABY JOHN)
August 14, 2015 Chairman and Managing Director
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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:
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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 :
Kings Infra Ventures Limited Annual Report: 2014 – 15
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)
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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,
KINGS INFRA VENTURES LIMITED
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;
Kings Infra Ventures Limited Annual Report: 2014 – 15
(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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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-
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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 -
Kings Infra Ventures Limited Annual Report: 2014 – 15
4
Commission -
- as % of profit -
- others, specify -
5 Others, please specify -
Total (A)
- - 1,200,000.00
Ceiling as per the Act
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Name Balagopalan Veliyath (Rs/Lac)
Designation Whole-time Director
1 Gross salary 300000
(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)
- - 300,000.00
Ceiling as per the Act
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Name Baby John Shaji (Rs/Lac)
Designation Whole-time Director
1 Gross salary 400000
(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 -
Kings Infra Ventures Limited Annual Report: 2014 – 15
Total (A)
- - 400,000.00
Ceiling as per the Act
SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Name C.K. Gopalan Nair (Rs/Lac)
Designation Whole-time Director
1 Gross salary 300000
(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)
- - 300,000.00
Ceiling as per the Act
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
-
(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
- 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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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/-
For SANKAR & MOORTHY
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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
For and on behalf of the Board As per our report of even date attached
Sd/-
For SANKAR & MOORTHY
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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
For and on behalf of the Board As per our report of even date attached
For SANKAR & MOORTHY
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 Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED Notes forming part of the financial statements
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED Notes forming part of the financial statements
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 Annual Report: 2014 – 15
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 - -
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED Notes forming part of the financial statements
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
('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
Kings Infra Ventures Limited Annual Report: 2014 – 15
(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 -
Kings Infra Ventures Limited Annual Report: 2014 – 15
(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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
KINGS INFRA VENTURES LIMITED Notes forming part of the financial statements
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
KINGS INFRA VENTURES LIMITED
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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:
Kings Infra Ventures Limited Annual Report: 2014 – 15
(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
Kings Infra Ventures Limited Annual Report: 2014 – 15
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
Chairman and Managing Director
Sd/
BALAGOPALAN VALIYATH
Whole-time director
Place: Ernakulam
Date: 29.05.2015
Sd/-
For SANKAR & MOORTHY
Chartered Accountants
VC James B.Sc, FCA
Partner
M.No 200/22565
F.R. No. 003575S
Kings Infra Ventures Limited Annual Report: 2014 – 15
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 Annual Report: 2014 – 15
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:
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
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.
Kings Infra Ventures Limited Annual Report: 2014 – 15
(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
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
Kings Infra Ventures Limited Annual Report: 2014 – 15
ATTENDANCE SLIP
KINGS INFRA VENTURES LIMITED
((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----------------------------------------------
Kings Infra Ventures Limited Annual Report: 2014 – 15
PROXY FORM
KINGS INFRA VENTURES LIMITED
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 :
Kings Infra Ventures Limited Annual Report: 2014 – 15
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