28 - bombay stock exchange · perumanoor road, thevara- 682015 kochi index s.no. content page 1...

28th Annual Report

Kings Infra Ventures Limited

2015-16

www.kingsinfra.com

Kings Infra Ventures Limited Board of Directors

Mr. Shaji Baby John Managing Director

Mr. Baby John Shaji Joint- Managing Director

Mr. Balagopalan Veliyath Whole- Time Director

Mrs. Rita Shaji John Non- Executive Director

Mr. Alexander John Joseph Independent Director

Mr. Narayana Pillai Rajendran Independent Director

Mr. Paul Joseph Independent Director

Mr. Rathina Asohan Independent Director

Company Secretary

K Sooraj

Statutory Auditors Secretarial Auditor

M/s. Sankar & Moorthy Mr. G Porselvam 37/3640, “Paradise” Company Secretary in Practice Ponoth Road, Kaloor Off. North Usman Rd, T, Nagar Ernakulam- 17 Chennai- 600 017

Bankers

Union Bank of India Bank of Baroda Punjab National bank Panampilly Nagar Branch Panampilly Nagar Branch DHB Road Kochi Kochi Kochi

Registrar & Share Transfer Agent

S.K.D.C Consultants Limited Kanapathy Towers, 3rd Floor, 1391/A1, Sathy Road, Ganapathy, Coimbatore – 641 006

Registered Office

A1, Atria, First Floor Atria Apartments, Opp. Gurudwara Temple Perumanoor Road, Thevara- 682015 Kochi

Index

S.No. Content Page

1 Notice 1-15 2 Directors’ Report 16-21 3 Secretarial Audit Report 22-24 4 Extract of Annual Return 25-33 5 Corporate Governance Report 34-43 6 CEO/CFO Certification 44 7 Certification on Compliance with

Condition of Corporate Governance

45

8 Management Discussion & Analysis Report

46-47

9 Independent Audit Report & Financial Statements

48-70

10 Route Map 71

11 Attendace Slip 72

12 Proxy Form 73-74

13 Ballot Paper 75-78

Attendance Slip

Kings Infra Ventures Limited

Notice

Notice is hereby given that the 28th Annual General Meeting of the members of Kings Infra Ventures Limited will be held on Saturday, the 24th Day of September, 2016, at 11:00 A.M. at HIG 9, 9TH Cross Road, Panampilly Nagar, Kochi- 682036, to transact the following business:- Ordinary Business 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2016 and the

Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Mrs. Rita Shaji John (DIN No. 01544753), who retires by rotation and being eligible, offers herself for re-appointment.

3. To ratify the appointment of Statutory Auditors and if thought fit, to pass with or without modification(s) the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions of the Companies Act, 2013 (the “Act”) read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies the appointment of M/s. Sankar & Moorthy, Chartered Accountants (Firm Registration No. 003575S), as the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to be held for the financial year 2016-17 on such remuneration as may be determined by the Board of Directors.”

Special Business

4. To approve the re-appointment of Mr. Shaji Baby John (DIN: 01018603) as the Managing Director and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, (including any statutory modifications or reenactment(s) thereof, for the time being in force), and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company be and is hereby approve the re- appointment of Mr. Shaji Baby John who was re- appointed by the Board in its meeting held on 30-05-2015 as Managing Director of the Company (not liable to retire by rotation) for a period of five years from 01st June 2015 to 31st May 2020 for an overall remuneration to the extent of Rs. 12,00,000/- pa

5. To appoint Mr. Shaji Baby John, as Chairman of the Company

To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

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http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force, Mr. Shaji Baby John, who was appointed as a Managing Director of the Company, be and is hereby designated as Chairman of the Company, with effect from 24th September 2016

6. To approve the appointment of Mr. Baby John Shaji (DIN: 03498692) as the Joint-Managing Director and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Sections 196, 197, 198 and 203 read with Schedule V and

other applicable provisions, if any, of the Companies Act, 2013 and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company be

and is hereby approve the appointment of, Mr. Baby John Shaji (DIN: 03498692) as Joint

Managing Director of the Company with effect from 28th October 2015, for a period of 3

(Three) years on a consolidated monthly salary of Rs.50,000/-(Rupees Fifty thousand).

7. To regularize the Directorship of Mr. Alexander John Joseph To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Alexander John Joseph, (DIN: 00485766) who was appointed as an Additional Director (Non- Executive Independent Director) of the Company with effect from 28th December 2015 pursuant to Section 161 of the Companies Act, 2013 (“the Act”) and Articles of Association of the Company and who holds office only up to the date of this Annual General Meeting and in respect of whom notice under Section 160 of the Act has been received from a member signifying his intention to propose Mr. Alexander John Joseph as a candidate for the office of Director of the Company, be and is hereby appointed as a Director (Non- Executive Independent Director) of the Company.”

8. To regularize the Directorship of Mr. Paul Joseph To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Paul Joseph, (DIN: 03444740) who was appointed as an Additional Director (Non- Executive Independent Director) of the Company with effect from 28th October 2015 pursuant to Section 161 of the Companies Act, 2013 (“the Act”) and Articles of Association of the Company and who holds office only up to the date of this Annual General Meeting and in respect of whom notice under Section 160 of the Act has been received from a member signifying his intention to propose Mr. Paul Joseph as a candidate for the office of Director of the Company, be and is hereby appointed as a Director (Non- Executive Independent Director) of the Company.”

9. To re-classify the promoter list of the Company To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

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“RESOLVED that pursuant to Regulation 31A and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the approval of the members of the Company be and is hereby accorded for re-classification of Mr. N Jayadevan, Mrs. Savithri Antharjanam, Mrs. Sreekala M, Mr. Narayanan Nampoothiri K M, Mr. Alex Cheriyan, Mrs. Diana Alex, Mr. K V Panicker, Mrs. Susan Cheriyan, Mr. Viswabhadran, Mr. P T Boves, Mr. Joel Manohar, Mr. Abraham J Tharakan, Mr. Ramesh J Tharakan, and Major P J Antony, the persons forming part of the promoters Group of the Company to Public (Non-Promoter) shareholders subject to conditions that the promoters seeking re-classification, along with its relatives and person acting in concert therewith will not:

· have any special rights through formal or informal agreements.

· hold more than 10% of the paid-up equity capital of the Company.

· act as a Key Managerial person for a period of more than three years from the date of Shareholders approval.

RESOLVED FURTHER that the Board be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.

RESOLVED FURTHER that the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this Resolution including filing of necessary forms / returns with the Ministry of Corporate Affairs / Stock Exchanges / other authorities concerned.

10. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 197 and all other applicable provisions of the Companies Act, 2013, read with Section II of the Part II of Schedule V, consent of the members be and is hereby accorded to pay remuneration to the Managerial Personnel in consonance with the limits prescribed in Section II of the Part II of Schedule V

11. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013 consent of the Company be and is hereby accorded to the revision in the remuneration of Mr. Baby John Shaji, (DIN: 03498692), Joint - Managing Director of the Company, w.e.f. 1st August 2016 on the remuneration, terms and conditions as recommended by the nomination and remuneration committee and as set out in the explanatory statement annexed to the notice, for the remaining period of his tenure i.e. up to 27.10.2018.

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RESOLVED FURTHER THAT except for the aforesaid revision in salary, all other terms and conditions of his appointment as the Joint - Managing Director of the Company, as approved earlier shall remain unchanged

12. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 197, and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), read with Schedule V to the Companies Act, 2013 consent of the Company be and is hereby accorded to the revision in the remuneration of Mr. Balagopalan Veliyath, (DIN: 05254460), Whole-Time Director of the Company, w.e.f. 1st August 2016 on the remuneration, terms and conditions as recommended by the nomination and remuneration committee and as set out in the explanatory statement annexed to the notice, for the remaining period of his tenure i.e. up to 30.09.2017. RESOLVED FURTHER THAT except for the aforesaid revision in salary, all other terms and conditions of his appointment as the Whole-Time Director of the Company, as approved earlier shall remain unchanged

By order of Board of Directors For Kings Infra Ventures Limited

Sd/-

Dated: 13-08-2016 K Sooraj Place: Kochi Company Secretary

Notes

1. A member entitled to attend and vote at the annual general meeting ("the meeting") is entitled to appoint a proxy to attend and vote on a poll instead of himself / herself and the proxy need not be a member of the company. The instrument appointing proxy in order to be effective should be duly completed, stamped and signed and must be deposited at the registered office of the company not less than forty-eight hours before commencement of the meeting. A blank proxy form (MGT-11) is enclosed

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder

2. Corporate Members intending to send their authorized representative to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

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3. Additional information pursuant to the listing agreement with the stock exchange and SS - 2 in respect of all Directors seeking re-appointment as mentioned under items nos. 2, 4 and 6 contained in the notice of Annual General Meeting is provided hereunder. The said Directors have furnished necessary consents / declarations for their re-appointment.

Details of the directors seeking appointment/ re-appointment as required under listing agreement and secretarial standard-2: Name of Director Rita Shaji John Shaji Baby John Baby John Shaji

Date of Birth 13-06-1963 10-05-1959 17-05-1986

Date of appointment 13-11-2014 23-11-1987 10-02-2014

Expertise in specific functional area

Experience of over 28 Years



Qualification MA Graduated in Mechanical Engineering

B. Tech in Mechanical Engineering, Master of Science in Strategic Project Management

No. of equity shares held in the Company

368025 2707428 709000

List of other companies in which directorship are held (excluding Foreign companies & Section 8 companies)

Kings Properties And Housing Ltd Venus Fisheries Private Limited Kings International Limited Cochin Technopark Limited Goodtimes India Holidays And Travels Private Limited Kings Travelworld (india) Private Limited Kings Hotels And Resorts Limited Hi-line Developers And Projects Private Limited Kings Infomatica Solutions Private Limited SBJ Holding

Kings Travelworld (India) Pvt Ltd King Propex Ventures Ltd Kings International Ltd Venus Fisheries Ltd Hiline Developers & Projects Pvt Ltd Alpha Holdings And Infrastructures Pvt Ltd Lewa Properties & Realty Limited King Fisheries Ltd Sri Srinivas Wheat Industries Ltd GoodTimes India Holidays And Travels Pvt Ltd Kings Hotel and Resorts Pvt Ltd

King Propex Ventures Ltd Management Manthra Pvt Ltd Alpha Seafood Global Impex LLP

List of all committees of Board of Directors (across all companies) in which Chairmanship/membership is held (includes only Audit committee and Shareholders/ Investor Grievance committee)

Nil Member in Audit Committee & Investor Grievance Committee of kings Infra Ventures Limited

Member in Audit Committee & Investor Grievance Committee of kings Infra Ventures Limited

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4. Members may note that the Notice of the Annual General Meeting and the Annual Report for 2015-16 will also be available at the Company's Registered Office at A1, Atria, First Floor, Atria Apartments, Opp. Gurudwara Temple Perumanoor Road, Thevara- 682015, Kochi for inspection during normal business hours on working days. Even after registering for e-communication, members can obtain the said documents in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders can also post requests to the Company's investor email id: [email protected].

5. Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto.

6. Members attending the meeting are requested to bring with them the Attendance Slip

attached to the Annual Report duly filled in and signed and handover the same at the entrance of place of the meeting. Proxy/representative of a member should mark on the Attendance Slip as "Proxy" or "Representative" as the case may be.

7. Members who hold shares in dematerialized mode are requested to intimate any changes pertaining with their bank account details, ECS mandates, nominations, power of attorney, change of address/name etc. to their Depository Participant only and not to the Company's Registrar & Share Transfer Agent. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its Registrar & Share Transfer Agent to provide efficient and better service to the members.

8. Members holding shares in physical form are requested to intimate all changes pertaining to their bank details, ECS mandates, nominations, power of attorney, change of address/name etc. to the Company's Registrar & Share Transfer Agent quoting their registered folio number.

9. The Company has notified closure of Register of Members and Share Transfer Books from

Saturday, September 17, 2016 to Saturday, September 24, 2016 (both days inclusive) for the purpose of AGM

10. Members who have not registered their e-mail addresses so far as requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.

12. Voting through electronic means:

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday, 20th September 2016 at 10.00 AM and ends

Friday, 23rd September 2016 at 5 PM. During this period shareholders’ of the Company,

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mailto:[email protected]

holding shares either in physical form or in dematerialized form, as on the cut-off date

Friday, 16th September 2016 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/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence 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 sequence 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 member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

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

(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

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7SaturdaySaturday, 17th September 2016

http://www.evotingindia.com/


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 for the relevant <Company Name> 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) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for

android based mobiles. The m-Voting app can be downloaded from Google Play Store.

Apple and Windows phone users can download the app from the App Store and the

Windows Phone Store respectively on or after 30th June 2016. Please follow the

instructions as prompted by the mobile app while voting on your mobile.

(xx) 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 Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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Kings Infra Ventures Limitedrelevant to Kings Infra Ventures Limitedrelevant to Kings Infra Ventures Limited



(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

STATEMENT PURSUING TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ("the Act") The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice: Item No. 4 Mr. Shaji Baby John is a Promoter Director and is actively associated with the development of the Company from its inception. He was appointed as Managing Director w.e.f. 01.06.2010 and still continues as Managing Director of the Company. The term of appointment of Mr. Shaji baby John as a Managing Director of the Company were expired on 31.05.2015 and in connection to this the Board of Directors of the Company in its meeting held on 30-05-2015 re- appointed him as the Managing Director on recommendation of the “Nomination and Remuneration Committee” and subject to approval of the members in the General Meeting. Your directors are desirous that his valuable services may be continues and be utilized for the benefit of the Company. But the Company unknowingly failed to pass this resolution in last year. Accordingly the Board recommends the shareholders approval for re-appointment of Mr. Shaji baby John as Managing Director of the Company for a further period of 05 years on remuneration as set forth in the resolution. He is not disqualified from being re-appointed as director in terms of Section 164 of the Act. Board is of opinion that his re-appointment is properly justified, considering his contribution in the growth of the Company as explained above. Considering the role and the important contribution made by Mr. Shaji baby John in varied capacities for the growth of the Company, the Board of Directors unanimously approved the above remuneration as detailed in the resolution. Mr. Shaji Baby John as Managing Director of the Company and Mrs. Rita Shaji John & Mr. Baby John Shaji being a relative of Mr. Shaji Baby John may be deemed to be interested in the resolution. The Board of Directors recommends the resolution for your approval as special resolution. STATEMENT PURSUANT TO THE PROVISIONS OF SCHEDULE V OF THE COMPANIES ACT 2013 IS GIVEN BELOW: I. General Information

1 Nature of Industry Infrastructure Projects & other related activities

2 Date of Commencement of business 23/11/1987

3 In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

NA

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4 Financial performance Financial performance of the Company as on March 31, 2016: Total Income: Rs. 92,682,440.51/- Total Expenditure: Rs. 86,369,737.09/- Profit /(Loss) before tax: Rs. 4,692,703.42/- Profit /(Loss) after tax: Rs. 4,710,378.79/-

5 Foreign investments or collaborations, if any

NA

II. Information About The Appointee

1 Background Details As narrated above 2 Past Remuneration 1200000/- pa 3 Recognition or awards a) Best Exporter of Aquaculture products at

national level for highest productivity in Aquaculture.

b) National Award by Indian Commerce Minister for India’s Best Exporter of Aquaculture products

4 Job profile and his suitability Mr. Shaji Baby John is the Managing Director of the Company and has been looking after the overall affairs and operations of the Company under the supervision and control of the Board of Directors. The Company has made enormous progress under stewardship of Mr. Shaji Baby John, who has the management expertise to handle the business of the Company and the vision to take the business forward.

5 Remuneration proposed As mentioned in the resolution 6

Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

The proposed remuneration is justified in comparison with the general market trends and remuneration package of top level managerial person having comparative qualifications, experience and expertise.

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Pecuniary relationship directly or indirectly, with the company, or relationship with the managerial personnel, if any

Mr. Shaji Baby John is holding 2,707,428 equity shares (19.21 % of the paid up capital) of the Company

III. Other Information

1 Reasons of loss or inadequate profit As per the Audited Balance Sheet of the Company as at March 31, 2015, the net profit after tax of the Company is Rs.11,03,373.48/-

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. The net profit has increased from the last year and it is expected to increase on a continuous basis. The profits of the Company are inadequate to pay the present remuneration of Managing Director of the Company.

2 Steps taken or proposed to be taken for improvement

The company is making concerted efforts to increase the revenue of Company and as a result the turnover and profit of the company are expected to increase continuously.

3 Expected increase in productivity and profits in measurable terms

In view of the facts stated above, it is difficult to forecast the profitability in measurable terms. However, the Company expects that the profitability would improve in future in comparison with industry average.

IV. Disclosures

The remuneration package of the managerial person is given in the respective resolution.

Item No. 5

The Board decided to appoint Shaji Baby John as Chairman of the Company. However this requires the approval of members by way of a special resolution. Keeping in view that Mr. Shaji Baby John has rich and varied experience in the Industry and has been involved in the operations of the Company over a long period of time; it would be in the interest of the Company to appoint him as Chairman. Mr. Shaji Baby John as Managing Director of the Company and Mrs. Rita Shaji John & Mr. Baby John Shaji being a relative of Mr. Shaji Baby John may be deemed to be interested in the resolution. The Board recommends the resolution for approval of the members as Special Resolution. Item No. 6

In order to improve further the management of the affairs of the Company, Mr. Baby John

Shaji, Executive Director-Projects and Whole time Director, needs to be appointed as Joint

Managing Director, with the existing pay and perquisites. The Board has appointed Mr. Baby

John Shaji as Joint Managing Director of the Company with effect from October 28, 2015 and

requires approval of members by way of a special resolution.

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Keeping in view Joint Managing Director will be responsible for all matters relating to the

affairs of the Company jointly with the Managing Director, as mutually agreed between them.

Besides, he may be entrusted with additional responsibilities as may be delegated by Managing

Director.

1 Background Details As narrated above

2 Past Remuneration 600000/- pa

3 Recognition or awards ---

4 Job profile and his suitability Mr. Baby John Shaji is the Joint-Managing Director of the Company and will be responsible for all matters relating to the affairs of the Company jointly with the Managing Director, as mutually agreed between them

5 Remuneration proposed As mentioned in the resolution

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Comparative remuneration profile with respect to industry, size of the company, profile of the position and person

The proposed remuneration is justified in comparison with the general market trends and remuneration package of top level managerial person having comparative qualification, contribution and expertise.

7

Pecuniary relationship directly or indirectly, with the company, or relationship with the managerial personnel, if any

Mr. Baby John Shaji is holding 709000 equity shares (5.031 % of the paid up capital) of the Company

Mr. Baby John Shaji as Joint Managing Director of the Company and Mrs. Rita Shaji John & Mr. Shaji Baby John being a relative of Mr. Baby John Shaji may be deemed to be interested in the resolution. The Board recommends the resolution for approval of the members as Special Resolution. Item No. 7 Mr. Alexander John Joseph (DIN: 00485766) was appointed as an Additional Director w.e.f. 28th December 2015, categorized as Non- Executive Independent Director in accordance with the provisions of Section 161, 149(6) of the Companies Act, 2013, and Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Alexander John Joseph, candidature for appointment as Director (Non- Executive Independent Director) of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013. The Board feels that presence of Mr. Alexander John Joseph on the Board is desirable and would be beneficial to the company and hence recommend item no. 7 for adoption.

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None of the Directors except Mr. Alexander John Joseph is in any way concerned or interested, financially or otherwise, in the said resolution. The Board recommends resolutions to be passed as an ordinary resolution. Item No. 8 Mr. Paul Joseph (DIN: 03444740) was appointed as an Additional Director w.e.f. 28th October 2015, categorized as Non- Executive Independent Director in accordance with the provisions of Section 161, 149(6) of the Companies Act, 2013, and Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing Mr. Paul Joseph, candidature for appointment as Director (Non- Executive Independent Director) of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013. The Board feels that presence of Mr. Paul Joseph on the Board is desirable and would be beneficial to the company and hence recommend item no. 8 for adoption. None of the Directors except Mr. Paul Joseph is in any way concerned or interested, financially or otherwise, in the said resolution. The Board recommends resolutions to be passed as an ordinary resolution. Item No. 9 The members may note that the Mr. N Jayadevan, Mrs. Savithri Antharjanam, Mrs. Sreekala M, Mr. Narayanan Nampoothiri K M, Mr. Alex Cheriyan, Mrs. Diana Alex, Mr. K V Panicker, Mrs. Susan Cheriyan, Mr. Viswabhadran, Mr. P T Boves, Mr. Joel Manohar, Mr. Abraham J Tharakan, Mr. Ramesh J Tharakan, and Major P J Antony have requested to the Company to reclassify themselves as Public (Non Promoters) shareholders. The said applicants hold 73413 (0.52%) equity shares of Rs 10 each in aggregate as on date. The said shares are purchased by them out of their own funds. Further, the said shareholders do not have any kind of direct or indirect pecuniary or such other interest in the Company except to the extent of their respective shareholding as mentioned above. None of the (i) Directors, (ii) Key Managerial Personnel,(iii) relatives of the persons mentioned in (i) and (ii), are concerned or interested in the said resolution The Board recommends the resolution for approval of the members as Ordinary Resolution. Item No. 10

Taking in to consideration of inadequate profit for the financial year 2015-16, the board decided to pay remuneration to the Managerial Personnel in consonance with the limits prescribed in Section II of the Part II of Schedule V, subject to the consent of the members. As the effective capital of the Company is within the slab of Rs. 5 crores and above but less than Rs.100 crores, the Company can pay maximum limit of 42 lakhs rupees as yearly remuneration to the Managerial Personnel, which require the approval of members.

13


Mr. Shaji Baby John, Managing Director, Mr. Baby John Shaji, Joint Managing Director and Mr. Balagopalan Veliyath, Whole Time Director of the Company and Mrs. Rita Shaji John being a relative of Mr. Shaji Baby John & Mr. Baby John Shaji may be deemed to be interested in the resolution. No other Director, key managerial personnel or their relatives are concerned or interested in the said resolution.

The Board recommends the resolution for approval of the members as Ordinary Resolution. Item No. 11 Since there has been a considerable increase in the duties and responsibilities performed by the Joint- Managing Director and after considering the prevailing managerial remuneration in industry, the Board of Directors at their meeting held on 13-08-2016, on the recommendations made by the nomination and remuneration committee, has approved the proposal to increase the salary of Mr. Baby John Shaji, Joint- Managing Director w.e.f. 1st August 2016 for the remaining period of his tenure i.e., upto 27.10.2018 as mentioned below;

1. Basic Salary: Rs.50,000 per month

2. House Rent Allowance of Rs.25,000/- per month w.e.f. 1St August 2016

3. Telephone, Cell Phone, PC shall be provided and their maintenance and running expenses shall be met by the Company.

Except for the aforesaid revision in salary, all other terms and conditions of his appointment as the Joint- Managing Director of the Company as approved earlier, shall remain unchanged. As the terms for revision in remuneration proposed above are well in conformity with the relevant provisions of the Companies Act, 2013, read with Schedule V to the said Act, Central Government approval is not necessary for the above revision in remuneration.

Mr. Baby John Shaji as Joint Managing Director of the Company and Mrs. Rita Shaji John & Mr. Shaji Baby John being a relative of Mr. Baby John Shaji may be deemed to be interested in the resolution. No other Director, key managerial personnel or their relatives are concerned or interested in the said resolution. The Board recommends the resolution for approval of the members as Ordinary Resolution. Item No. 12

Taking into consideration the duties and responsibilities of the Whole-time Director, the prevailing managerial remuneration in industry and on the recommendation of the nomination and remuneration committee, the Board at their meeting held on 13-08-2016 approved the revised remuneration of Mr. Balagopalan Veliyath, (DIN: 05254460), Whole-Time Director w.e.f. 1st August 2016 for the remaining period of his tenure i.e., upto 30.09.2017 as mentioned below;

14

1. Basic Salary: Rs.50,000 per month

2. House Rent Allowance of Rs.20,000/- per month w.e.f. 1St August 2016

3. Telephone, Cell Phone, PC shall be provided and their maintenance and running expenses shall be met by the Company.

Except for the aforesaid revision in salary, all other terms and conditions of his appointment as the Whole-Time Director of the Company as approved earlier, shall remain unchanged. As the terms for revision in remuneration proposed above are well in conformity with the relevant provisions of the Companies Act, 2013, read with Schedule V to the said Act, Central Government approval is not necessary for the above revision in remuneration. Mr. Balagopalan Veliyath may be deemed to be concerned or interested in the said resolution. No other Director, key managerial personnel or their relatives are concerned or interested in the said resolution The Board recommends the resolution for approval of the members as Ordinary Resolution.

By order of Board of Directors For Kings Infra Ventures Limited

Sd/-

Dated: 13-08-2016 K Sooraj Place: Kochi Compliance Officer & Company Secretary

15

Kings Infra Ventures Limited DIRECTORS’ REPORT

To, The Members, Kings Infra Ventures Limited Thevara, Kochi The Directors have pleasure in submitting their 28th Annual report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Accounts for the year ended March 31, 2016. FINANCIAL RESULTS

Financial Results of the Company for the year under review along with the figures for previous year are as follows:

Particulars 31-03-2016 31-03-2015

Net sales / Income from Operations

92,455,097.26 40,878,610.64

Other Income 227,343.25 771,085

Total Revenue 92,682,440.51 41,649,695.64

Total Expense 86,369,737.09 40,574,606.24

Profit Before Tax 4,692,703.42 1,075,089.40

Profit After Tax 4,710,378.79 1,103,373.48

Earnings Per Equity Share 1. Basic 2. Diluted

0.33 0.33

0.36 0.36

REVIEW OF OPERATIONS Revenue for Financial Year March 31, 2016 stood at Rs. 92,682,440.51/- as against Rs. 41,649,695.64/- in the previous year, which shows an increase in revenue of Rs. 51,032,744.87/-. After providing for depreciation and taxation of Rs. 261,276.25/- & Rs.-17,675.37/- respectively, the net profit of the Company is Rs. 4,710,378.79 There were no material changes and commitments to affect the financial position of the company in between the end of the financial year on 31-03-2016 and the date of this report.

TRANSFER TO RESERVES The Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.

16

DIVIDEND

In view of the expansion and diversification projects on hand and proposals under consideration, your Directors do not recommend the payment of Dividend for the year ended March 31, 2016. DEPOSITS Your Company has not accepted deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non compliance of the relevant provisions of the law relating to acceptance of deposits does not arise. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

The Company is not having any subsidiary, Joint Ventures and Associate Companies DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

(i) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Director's have prepared the annual accounts on going concern basis; (v) The Directors have laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and are operating effectively; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Rita Shaji John (DIN No. 01544753), Non- Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

17


The Board re-appointed Mr. Shaji Baby John as Managing Director for a term of 05 years w.e.f. 01.06.2015 subject to the approval of the members of the Company at the ensuing Annual General Meeting. The Board appointed Mr. Baby John Shaji as the Joint- Managing Director of the Company with effect from 28th March 2015 (b) Declaration by an Independent Director

The Company has complied according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013.

(c) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance and the directors individually.

STATUTORY AUDITOR M/s. Sankar & Moorthy, Statutory Auditors of the Company, who were appointed to hold office till the conclusion of the Annual General Meeting to be held for the financial year 2016-17, are eligible to continue the office. They have confirmed their eligibility to the effect that their ratification, if made, would be within the prescribed limits under the Act and that they are not disqualified. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR The Board has appointed M/s G Porselvam, Practicing Company Secretary as the Secretarial Auditor of your Company to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

MEETING OF THE BOARD

8 (Eight) meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

18

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS Pursuant to listing agreement with Stock Exchanges, report on Corporate Governance along with Auditors statement on its compliance and Management Discussion and Analysis has been included in this annual report as separate annexure.

VIGIL MECHANISM

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 the Company has established a vigil mechanism for Directors and employees to report matters concerning unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. BUSINESS RISK MANAGEMENT

The details of Risk Management Policy are included in the Management Discussion & Analysis, which forms part of this report

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report. RELATED PARTY TRANSACTION

During the year under review, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material as per Listing Agreement with Stock Exchanges. Further, there are no materially significant related party transactions during the year made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons. PARTICULARS OF EMPLOYEES

As required under the provisions of section 134 of Companies Act, 2013, read with the companies (Particulars of Employees) Rules, 1975, as amended by companies (Particulars of Employees) Amended Rules, 2011, there are no employee falling under the above category, thus no information is required to be given in the report. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of caste, creed or social class of the employees. No complaint from women employees was received during the year regarding sexual harassment. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. BOARD EVALUATION

The Board of Directors 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

19

governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements), Regulation, 2015. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. The Board 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.

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

The company has not given any loans, guarantees or investments made covered under the provisions of section 186 of the Companies Act, 2013. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The consumption of power was kept at the minimum possible level. The Company adheres to good practices especially in terms of safety, health, environment, etc. No special measures were taken to conserve it. No new technology was absorbed by the company during the period. Kings Infra ventures Limited does not have any foreign exchange earnings and expenditure. CORPORATE SOCIAL RESPONSIBILITY

The Company does not come within the purview of Corporate Social Responsibility.

AUDIT COMMITTEE, NOMINATION & REMUNERATION COMMITTEE & INVESTOR GRIEVANCE COMMITTEE

Details pertaining to composition of Audit Committee, Nomination & Remuneration Committee and Investor Grievance Committee are included in the report on Corporate Governance. All the recommendations made by Audit Committee were accepted by Board. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy of the Company on Directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, are under consideration.

20

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise 2. Issue of shares (including sweat equity shares) to employees of the Company under any

scheme. 3. Disclosure regarding remuneration or commission to Managing Director or the Whole-

time Directors from subsidiaries not applicable since there is no subsidiaries 4. There is no change in the nature of business 5. There are no share transfer/transmission related transactions during the period

01.04.2015 to 31.03.2016 6. No significant or material orders were passed by the Regulators or Courts or Tribunals

which impact the going concern status and Company's operations in future. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders request at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders' Grievance Committee of the Board meets periodically. The shares of the Company are listed in Bombay Stock Exchange and continue to be traded in electronic form and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government authorities, regulators, members and other stakeholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by the Company's executives, staff and workers.

For Kings Infra Ventures Limited

Sd/- Sd/- Dated: 13-08-2016 Place: Kochi Shaji Baby John Baby John Shaji DIN: 01018603 DIN: 03498692 Managing Director Joint- Managing Director

21

Kings Infra Ventures Limited (Annexure A to Board Report)

Form No. MR-3 SECRETARIAL AUDIT REPORT

For the Financial Year ended on 31st March, 2016 (Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Kings Infra Ventures Limited Thevara, Kochi I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and

the adherence to good corporate practices by M/S. KINGS INFRA VENTURES LIMITED,

(hereinafter called the company). Secretarial Audit was conducted in a manner that provided

me a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing my opinion thereon.

Based on my verification of the 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 31/03/2016 has complied with

the statutory provisions listed hereunder and also that the Company has proper Board-

processes and compliance mechanism in place to the extent, in the manner and subject to the

reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by KINGS INFRA VENTURES LIMITED for the financial year ended on 31/03/2016

according to the provisions of:

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

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

22

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

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to

the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board

of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011.

b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992;

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

Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme

and Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing

with client;

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

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

1. Payment of Wages Act, 1936

2. The Minimum Wages Act, 1948

3. Equal Remuneration Act, 1976

4. The Payment of Bonus Act, 1965

5. The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

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

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

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

with Bombay Stock Exchange of India Limited;

23

During the period under review the Company has complied with the provisions of the Act,

Rules, Regulations, Guidelines, Standards, etc. mentioned above.

The company has duly complied with the various provisions contained in the Act, there are no

remarks as on date of issue of the report.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors, Independent Directors, Women Director. The changes in

the composition of the Board of Directors during the period under review were carried out in

compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the meeting and

for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company commensurate

with the size and operations of the company to monitor and ensure compliance with applicable

laws, rules, regulations and guidelines.

I further report that during the audit period there were no specific events/ actions in pursuance

of the above referred laws, rules, regulation, guidelines, etc, having a major bearing on the

companies affairs.

Place: Cochin Signature: Sd/- Date: 05/08/2016 Name : G.Porselvam

C P No : 3187

24

Kings Infra Ventures Limited (Annexure B to Board Report)

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2016

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:

i CIN L05005KL1987PLC004913

ii Registration Date 23/11/1987

iii Name of the Company KINGS INFRA VENTURES LIMITED

iv Category/Sub-category of the Company Public Company Limited By Shares

v Address of the Registered office & contact details

A-1, First Floor, Atria Apartments, Opp. Gurudwara Temple, Perumanoor Road, Thevara Cochin KL 682015 IN Ph: 8129511400

vi Whether listed company Listed

vii 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 – 641 006 +91 422 6549995, [email protected]

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

SL No Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1. Construction of Roads 4210 89

2. Supply of materials for construction of harbor

4290 11

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES – NA

25


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

(i) Category - wise Shareholding Category of Shareholders

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the year %

change

during

the year

Demat Physical Total % of Total

Shares

Demat Physical

Total % of

Total

Shares

A. Promoters (1) Indian

a) Individual/HUF 1290778 184713 1475491 47.716 4670778 184713 4855491 34.455 -13.261

b) Central Govt or State Govt 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corporates 843525 0 843525 27.279 5558525 0 5558525 39.444 12.165

d) Bank/FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any other 0 0 0 0.00 0 0 0 0.00 0.00

0.00

SUB TOTAL:(A) (1) 2134303 184713 2319016 74.995 10229303 184713 10414016 73.899 -1.096

(2) Foreign a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any other… 0 0 0 0.00 0 0 0 0.00 0.00

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0.00 0.00

Total Shareholding of

Promoter (A)=

(A)(1)+(A)(2)

2134303

184713

2319016

74.995

10229303

184713

10414016

73.899

-1.096

B. PUBLIC SHAREHOLDING

(1) Institutions a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00

C) Cenntral govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt. 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Fund 0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FIIS 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

0 0.00 0.00

SUB TOTAL (B)(1): 0 0 0 0 0 0 0 0 0.00

(2) Non Institutions a) Bodies corporates i ) Indian 390 110484 110874 3.586 480000 110484 590484 4.190 .604

ii) Overseas 0 0.00 0 0 0 0.00 0.00

b) Individuals

i)Individual shareholders

holding nominal share

capital upto Rs.1 lakhs

16377

170200

186577

6.033

16237

170200

186437

1.322

-4.711

ii) Individuals shareholders

holding nominal share

capital in excess of Rs. 1

lakhs

151392

317550

468942

15.165

2576552

317550

2894102

20.537

5.372

c) Others (NRI) 4114 4114 0.133 4214 0 4214 0.030 -0.103

d) Clearing member 0 0 0 100 0 100 0.001 0.001

e) HUF 2727 0 2727 0.088 2897 0 2897 0.021 -0.067

SUB TOTAL (B)(2): 175000 598234 773234 25.005 3080000 598234 3678234 26.101 1.096

Total Public

Shareholding (B)=

(B)(1)+(B)(2)

175000 598234 773234 25.005 3080000 598234 3678234 26.101 1.096

C. Shares held by

Custodian for

GDRs & ADRs

0

0

0

0

0

0

0

0

0.00

Grand Total (A+B+C) 2309303 782947 3092250 100 13309303 782947 14092250 100 0.00

26

(ii) SHARE HOLDING OF PROMOTERS

Sl

No.

Shareholders Name

Shareholding at the beginning

of the year

Shareholding at the end

of the year

% change

in share holding

during

the year No of shares

% of total

shares

of the company

% of shares pledged

encumbered

to total

shares

No of shares

% of total

shares

of the company

% of shares pledged

encumbered

to total

shares

1 Venus Fisheries Pvt Ltd

633525 20.488 NIL 3448525 24.471 NIL 3.983

2 Shaji Baby John 457428 14.793 NIL 2707428 19.212 NIL 4.419

3 Baby John Shaji 29000 0.938 NIL 709000 5.031 NIL 4.093

4 Kings Properties & Housing Limited

0 0 NIL 625000 4.435 NIL 4.435

5 GoodTimes India Holidyas & Travels Pvt Ltd

0 0 NIL 625000 4.435 NIL 4.435

6 Kings Infomatica Solutions Pvt Ltd

0 0 NIL 625000 4.435 NIL 4.435

7 Shibu Baby John 423900 13.708 NIL 448900 3.185 NIL -10.523

8 Rita Shaji John 68025 2.2 NIL 368025 2.612 NIL 0.412

9 King Fisheries Ltd 210000 6.791 NIL 235000 1.668 NIL -5.123

10 Sheela James 126300 4.084 NIL 151300 1.074 NIL -3.010

11 Annamma Baby John 122625 3.966 NIL 147625 1.048 NIL -2.918

12 C Baby John 111300 3.599 NIL 111300 0.790 NIL -2.809

13 Peter John 29000 0.938 NIL 79000 0.561 NIL -0.377

14 Annie Mathew John 34500 1.116 NIL 59500 0.422 NIL -0.694

15 N Jayadevan 7803 0.252 NIL 7803 0.055 NIL -0.197

16 Alex Cheriyan 7500

0.243 NIL 7500 0.053 NIL -0.190

17

Savithri Antharjanam 7500

0.243 NIL 7500 0.053 NIL -0.190

18 Sreekala M 7500

0.243 NIL 7500 0.053 NIL -0.190

19 Diana Alex 7500

0.243 NIL 7500 0.053 NIL -0.190

20 K V Panicker 7500

0.243 NIL 7500 0.053 NIL -0.190

21 Narayanan Nampoothrir K M

7500

0.243 NIL 7500 0.053 NIL -0.190

22 P T Boves 6000 0.194 NIL 6000 0.043 NIL -0.151 23 Vishwabhadran 6000 0.194 NIL 6000 0.043 NIL -0.151

24 Susan Cheriyan 6000 0.194 NIL 6000 0.043 NIL -0.151

25 Joel Manohar 1701 0.055 NIL 1701 0.012 NIL -0.043

26 Major P J Antony 303 0.010 NIL 303 0.002 NIL -0.008

27 Abraham J Tharakan 303 0.010 NIL 303 0.002 NIL -0.008

28 Ramesh J Tharakan 303 0.010 NIL 303 0.002 NIL -0.008

Total 2319016

74.998 NIL 10414016 73.899 NIL -1.099

27

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

Sl.

No.

Share holding at the beginning

of the Year

Cumulative Share holding

during the year

No. of Shares

% of total shares of the company

No of shares

% of total shares

of the company

I. Venus Fisheries Pvt Ltd

At the beginning of the year 633525 20.488

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc)

2,815,000 Equity Shares

were allotted on 13-06-

2015

At the end of the year 3448525 24.471

II. Shaji Baby John





2015


III. Baby John Shaji





2015


IV. Kings Properties And Housing Ltd

At the beginning of the year 0 0


625,000 Equity Shares


2015


V. GoodTimes India Holidyas & Travels Pvt Ltd





2015


28

VI. Kings Infomatica Solutions Pvt Ltd


Date wise increase/decrease in

Promoters Share holding during

the year specifying the reasons for

increase/decrease (e.g. allotment/

transfer/bonus/sweat equity etc)



2015


VII. Shibu Baby John









2015


VIII. Rita Shaji John









2015


IX. King Fisheries Ltd









2015


X. Sheela James









2015


XI. Annamma Baby John


29








2015


XII. Peter John









2015


XIII. Annie Mathew John









2015


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

of GDRs & ADRs)

Sl. No

Shareholding at the beginning of the Year

(01.04.2015)

Shareholding at the end of the

year (31.03.2016)

For Each of the Top 10 Shareholders

No. of Shares % of total shares of the

company

No of shares

% of total shares of the company 1 Adithya B S

0 0.000 325000 2.306

2 Lilly Gardens Holiday Homes Pvt Ltd 0 0.000 200000 1.419

3 Ajay Bhaskar 0 0.000 200000 1.419

4 Shobha Suresh 0 0.000 200000 1.419

5 Revathi H K 0 0.000 200000 1.419

6 Nandini K V 0 0.000 200000 1.419

7 Somashekar B K 0 0.000 200000 1.419

8 Umadevi B S 0 0.000 200000 1.419

9 Rekha B A 0 0.000 200000 1.419

10 Sowjanya Deepthi 0 0.000 200000 1.419

30

(V) Shareholding of Directors & KMP

Sl

No

Shareholding at the end of the year

Cumulative Shareholding during the year

Directors & KMP No. of shares


No of shares


1 Shaji Baby John: Managing Director


Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc)

2,250,000 Equity Shares were allotted on 13-06-2015


2 Baby John Shaji – Joint Managing- Director


Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc)

6,80,000 Equity Shares were allotted on 13-06-2015


2 Rita Shaji John - Women Director


Date wise increase/decrease in Promoters

Share holding during the year specifying the

reasons for increase/decrease (e.g.

allotment/transfer/bonus/ sweat equity etc)

300,000 Equity Shares were allotted on 13-06-2015


(VI) INDEBTEDNESS

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

Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 19295878.96 171994410.7

8

- 191290289.66

ii) Interest due but not paid -

iii) Interest accrued but not due -

Total (i+ii+iii) 19295878.96 171994410.7

8

- 191290289.66

Change in Indebtedness during the financial year

-

Additions 30715.24 0 - 30715.24

31

Reduction 0 (81387875) -- (81387875)

Net Change 30715.24 (81387875) - (81357159.76)

Indebtedness at the end of the financial year

-

i) Principal Amount 19326594.20 90606535.78 - 109933129.98

ii) Interest due but not paid -

- -

iii) Interest accrued but not due - - -

Total (i+ii+iii) 19326594.20 90606535.78 - 109933129.98

REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SNo Particulars of Remuneration

Name of the MD/WTD/Manager Total Amount

1 Gross salary Shaji Baby John- MD

Balapopalan Veliyath-

WTD

Baby John Shaji-

JMD

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

12,00,000

6,00,000

-

6,00,000

24,00,000

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

-

-

-

-

-

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

-

-

-

-

2 Stock option

3 Sweat Equity

4 Commission

as % of profit

others (specify)

5 Others, please specify

Total (A) 1,200,000 6,00,000 -

6,00,000

24,00,000

B. REMUNERATION TO OTHER DIRECTORS: NIL

32

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

Sl No.

Particulars of Remuneration

Key Managerial Personnel

1 Gross Salary CEO CS CFO Total

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

-

3,15,000

5,71,359

8,86,359

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

-

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

-

2 Stock Option -

3 Sweat Equity -

4 Commission -

as % of profit

others, specify

5 Others, please specify -

Total 3,15,000 5,71,359 8,86,359 VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES: NA

For Kings Infra Ventures Limited

Dated: 13-08-2016 Sd/- Sd/- Place: Kochi Shaji Baby John Baby John Shaji DIN: 01018603 DIN: 03498692 Managing Director Joint- Managing Director

33

Kings Infra Ventures Limited CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance is as follows: COMPANY’S PHILOSPHY ON CORPORATE GOVERNANCE The Company is committed to good corporate governance, which promotes the long-term interests of shareholders, strengthens Board and management accountability and helps build public trust in the Company. 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.

BOARD OF DIRECTORS

The business of the Company is managed by Board of Directors. The Board of Directors comprises of a Managing Director, Joint Managing Director, Whole Time Director, a Non- Executive Women Director and four Non-Executive Independent Directors. The Non-Executive Directors are drawn from amongst persons with experience in business, industry and finance. The Board of Directors has the ideal with more than half the directors being non-executive directors. Composition of Directorship

The Company's policy is to maintain optimum combination of Executive and Non-Executive Directors. The Constitution of the Board as on March 31, 2016:

Promoter Director Executive/Non-Independent Independent Director

1. Shaji Baby John: Promoter/Executive

2. Baby John Shaji: Promoter/Executive

3. Rita Shaji John: Promoter/Non: Executive

1. Balagopalan Veliyath 1. Alexander John Joseph 2. Paul Joseph 3. Rathina Asohan 4. Narayana Pillai Rajendran

The Board periodically reviews the Compliance report pertaining to all laws applicable to the Company.

34

Attendance record of Board meetings

During the year under review, 8 (Eight) Board meetings were held on 21.04.2015, 29.05.2015, 13.06.2015, 14.08.2015, 28.10.2015, 09.11.2015, 14.01.2016, and 13.02.2016. The Board members are given appropriate documents and information in advance of each board meeting. The attendance record of all directors on the Board and the last AGM and the number of Companies / Committees where he / she is a Director / Member as under:

Name of Director No. of Board Meeting Attended

Attendance at last AGM

No. of other Directorship

No. of membership & Chairmanship in other companies committees

Shaji Baby John 8 No 14 -

Baby John Shaji 8 No 2 -

Rita Shaji John 8 Yes 8 -

Balagopalan Veliyath

7 Yes 3 -

Alexander John Joseph

- - 12 8

Paul Joseph 4 - - -

Rathina Asohan 5 Yes - -

Narayana Pillai Rajendran

7 Yes

COMMITTEES OF THE COMPANY (A) Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee of the Company consist five directors. All the directors have good knowledge of finance, accounts as well as company law. The Chairman of the Committee is Mr. Narayanan Pillai Rajendran. The other members of the committee are Mr. Paul Joseph, Mr. Alexander John Joseph, Mr. Shaji Baby John and Mr. Baby John Shaji. During the year under review, the committee re-constituted on January 14, 2016 consisting five member out of which three were Independent Directors. Terms of Reference – The terms of reference of the Audit Committee covering the matters specified under Regulation 18 read with Part C of Schedule II to the SEBI LODR and Section 177 of the Companies Act, 2013. The terms of reference for the Audit Committee are broadly as under: 1. Oversight of the Company's financial reporting process and the disclosure of its financial

information to ensure that the financial statement is correct, sufficient and credible.

35

2. Recommending the appointment, remuneration and terms of appointment of auditors of the

Company.

3. Approval of payment to statutory auditors for any other services rendered by the statutory

auditors.

4. Reviewing, with the management the annual financial statements and the auditor's report

thereon, before submission to the board for approval, with particular reference to:

(a) Matters required being included in Director's Responsibility Statement included in Board's report; (b) Changes, if any, in accounting policies and practices and reasons for the same; (c) Major accounting entries based on exercise of judgment by management; (d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; (g) Qualifications in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to

the Board for approval.

6. Reviewing, with the management, statement of uses and application of funds raised through

an issue, statement of funds utilised for other purposes and report of monitoring agency.

7. Review and monitor the auditors' independence and performance, and effectiveness of audit

process.

8. Approval or any subsequent modification of transactions of the Company with related

parties.

9. Scrutiny of inter-corporate loans and investments.

10. Valuation of undertakings or assets of the Company, wherever it is necessary.

11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, and

adequacy of the internal control systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department,

reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors of any significant findings and follow up thereon.

15. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a

material nature and reporting the matter to the Board.

16. Discussion with statutory auditors before the audit commences about nature and scope of

audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors,

debenture holders, shareholders (in case of non-payment of declared dividends) and

creditors.

18. To review the functioning of the Whistle-Blower mechanism.

19. Approval of appointment of Chief Financial Officer.

36

20. To review report submitted by Monitoring Agency informing material deviations in the

utilization of issue proceeds and to make necessary recommendations to the Board, if, when

and where applicable.

21. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee.

During the year under review, the Committee met 04 times on 29.05.2015, 14.08.2015, 09.11.2015 and 12.02.2016. Attendance of the members at the meetings was as follows:

Name of Member Designation No of Meetings Attended

Narayana Pillai Rajendran Chairman 4

Paul Joseph Member 2

Alexander John Joseph Member -

Shaji Baby John Member 4

Baby John Shaji Member 2

(B) Nomination & Remuneration Committee The Nomination & Remuneration committee comprise of three directors, viz, Mr. Rathina Asohan as Chairman and Mr. Alexander John Joseph & Mr. Narayana Pillai Rajendran as other members. The Nomination & Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria lay down. Recommended to the Board their appointment and removal and shall carry out evaluation of every director performance. The Committee had been consulted to review and approve the annual salaries, commission, service agreement and other employment conditions for the executive directors. The terms of reference of the Committee are in line with the requirements of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the SEBI LODR. The terms of reference of the Committee are broadly as under:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees

2. Formulation of criteria for evaluation of performance of independent directors and the board

3. Devising a policy on Board diversity 4. Identifying persons who are qualified to become directors and who may be appointed in

senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal

5. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

37

During the year under review, the Committee met 01 time and all members except Alexander John Joseph were present at the meeting.

Details of the remuneration to the Executive Director provided as per accounts for the year ended March 31, 2016 are given below:

Executive Director Salary Commission

Shaji Baby John 1200000 --

Baby John Shaji 600000 --

Balagopalan Veliyath 600000 --

Details of the remuneration to the Non-Executive Director provided as per accounts for the year ended March 31, 2016 are given below:

Non- Executive Director Sitting Fee Commission

Rita Shaji John 35000 --

Alexander John Joseph - --

Rathina Asohan 25000 --

Paul Joseph 20000 -

Narayana Pillai Rajendran 25000 - (C) Investor Grievance Committee

The Stakeholders Relationship Committee comprise of three directors, viz, Mr. Rathina Asohan, as Chairman and Mr. Shaji Baby John & Mr. Baby John Shaji as other members. The Committee has been constituted to specifically look into redressal of shareholders' grievance such as transfer, de-materialization related matters. The Committee has also been dealing the power to approve transfer / transmission, issue of new or duplicate certificates, sub-division of shares, split of shares and all matters related to shares. . Total number of letters and complaints received and replied to the satisfaction of shareholders during the year under review was NIL as on March 31, 2016 there are NIL complaints pending with the Company. The Company has also adopted code of internal procedures and code for prevention of insider trading in the shares of the Company, pursuant to Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended. The Board has designated Company Secretary as the Compliance Officer of the Company. SEPARATE MEETINGS OF INDEPENDENT DIRECTORS

As required by SEBI (LODR), Regulations, 2015 the Independent Directors held 01 meeting during the year. All four Independent Directors attended the same. The Independent Directors discussed / review the matters specified in Regulation 25 of SEBI (LODR), Regulations, 2015.

38

GENERAL BODY MEETINGS

Year Location Date Time Special Resolution Passed

2015-16 Registered Office 30-09-2015 19-05-2015

11 AM 10 AM

Yes (For Taking Loan) Yes (Alteration of AOA- Insertion of Share

Warrant Clause)

2014-15 Registered Office 27-09-2014 11 AM No

2013-14 Registered Office 27-09-2014 11 AM No

DISCLOSURES (A) Related Party Transactions

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) Whistle Blower Policy

This policy is formulated by the Company to provide an opportunity to employees and an

avenue to raise concerns and to access in good faith the Audit Committee, to the highest

possible standards of ethical, moral and legal business conduct and its commitment to open

communication, in case they observe unethical and improper practices or any other wrongful

conduct in the Company, to provide necessary safeguards for protection of employees from

reprisals or victimization and to prohibit managerial personnel from taking any adverse

personnel action against those employees.

(C) Risk Management

The details of Risk management policy are included in the Management Discussion & Analysis Report, which forms part of this report

(D) Disclosure of Accounting Treatment

Disclosure of accounting treatment there has not been any significant changes in accounting policies during the year. (E) Compliance by the Company

On March 31, 2016, Company has received a mail from BSE India stating, Stock Exchange has

imposed a penalty for late submission of Clause 35 & 49 in the year December 2013 and Clause

49 in the year June 2015 of the erstwhile Listing Agreement/ Listing Regulations, 2015 as per

SEBI Circulars dated 30/09/2013 and 30/11/2015.

There are no other instances of non-compliance by the Company on any matters related to capital market, nor have any other penalty/strictures been imposed by the Stock Exchanges or

39

SEBI or any other statutory authority on any matter relating to capital market during the Financial Year ended on March 31, 2016. CODE OF CONDUCT The Company has adopted a Code of Conduct for Directors and Senior Management of the Company, as required by Clause 49 of the Listing Agreement / Regulation 17(5) of the SEBI LODR. The Company has received confirmation from the Directors and Senior Management regarding compliance with the code for the year ended March 31, 2016. The code has been disseminated on the Company's website. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING As required by the provisions of SEBI (PIT) Regulations, 2015, the Company has adopted a Code of Conduct for prevention of Insider Trading. Company Secretary of the Company is the Compliance Officer. The Code of Conduct is applicable to all Directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information relating to the Company. GENERAL SHAREHOLDER INFORMATION

1. Annual General Meeting Day, Date, Time & Venue

Saturday, September 24, 2016, 11 AM Registered Office: HIG 9, 9TH Cross Road, Panampilly Nagar, Kochi- 682036

2. Financial Calendar (Tentative) Results for the quarter ended Financial Year June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Newspaper where the results are published Website

13th August 2016 Second week of November 2016 Second week of February 2017 Second week of May 2017 Deepika & Financial Express http://www.kingsinfra.com/

3. Listing Details BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

4. Stock Codes Scrip Code: 530215 ISIN: INE050N01010 CIN: L05005KL1987PLC004913

5. Registrar & Share Transfer Agent S.K.D.C Consultants Limited Kanapathy Towers, 3rd Floor, 1391/A1, Sathy Road, Ganapathy, Coimbatore – 641 006

6. Compliance Officer / Company Secretary K Sooraj A-1, First Floor, Atria Apartments, Opp. Gurudwara

40

Temple, Gurudwara Road, Perumanoor, Thevara, Kochi PIN 682015 [email protected]/ [email protected] Mob: 8129511400

7. Bank details for Electronic Shareholding Members are requested to notify their Depository Participant (DP) about the changes in bank details. Members are requested to furnish complete details of their bank account, including the MICR codes of their bank.

8. Furnish copies of Permanent Account Number (PAN)

The members are requested to furnish their PAN which will help us to strengthen compliance with KYC norms and provisions of prevention of Money Laundering Act, 2002. For transfer of shares in physical form, SEBI has made it mandatory to the transferee to submit a copy of PAN card to the Company.

9. Investor complaint to be addressed to Kings Infra Ventures Limited or RTA or K Sooraj, Compliance Officer

10. E-mail ID of Grievance Redressal Division [email protected]

11. Payment of Listing Fees Annual listing fee for the year 2016-17 has been paid by the Company to BSE

12. Payment of Depository Fees Annual custody / Issuer fee for the year 2016-17 has been paid by the Company to CDSL and NSDL.

13. Outstanding Warrants, GDRs/ADRs, and Convertible Bonds, Conversion date and likely impact on equity

Warrants: On or before 13-12-2016

14. Plant Locations Not Applicable

Market Price Data

Monthly high and low of the equity shares of the Company trading volume are as follows from April 2015 to March 2016.

Sl No. Month High Price Low Price Volume

1. April 2015 7.65 6.62 4410

2. May 2015 7.27 6.59 2000

3. June 2015 6.93 6.59 2916

4. July 2015 7.28 5.89 1230

5. August 2015 6.48 6.16 1410

6. September 2015 No Trade -

41

mailto:id%[email protected]



7. October 2015 6.78 6.78 300

8. November 2015 6.77 6.45 1000

9. December 2015 6.46 6.12 5017

10. January 2016 No Trade -

11. February 2016 No Trade -

12. March 2016 6.78 6.78 100

Distribution of Shareholding

No. of Equity Shares

No. of shareholders % of shareholders No. of shares held % of shareholding

1-100 26 6.15 1854 0.01

101-200 126 29.79 25130 0.18

201-300 47 11.11 14100 0.10

301-400 26 6.15 10109 0.07

401-500 38 8.98 18850 0.13

501-1000 76 17.97 57237 0.41

1001-2000 14 3.31 21906 0.16

2001-3000 3 0.71 8100 0.06

3001-4000 3 0.71 10158 0.07

4001-5000 1 0.23 4214 0.03

5001-10000 16 3.78 113603 0.81

10001 & Above 47 11.11 13806989 97.97

Total 423 100.00 14092250 100.00

Shareholding Pattern as on March 31, 2016

Shareholders Category No. of Shares Percentage

Promoter & Promoter group Individual / HUF

Bodies Corporate

4855491 5558525

34.455 39.444

Public Shareholding Institutions

Non-Institutions Bodies Corporate

Individual Shareholders holding nominal value upto Rs. 1 Lac

Individual Shareholders holding nominal value greater than Rs. 1 Lac

NIL

590484

186437

2894102

4.190

1.322

20.537

Any Other (NRI) 4214 0.030

Clearing Members 100 0.001

HUF 2897 0.021

Total 14092250 100

42

MEANS OF COMMUNICATIONS

Effective communication of information is an essential component of Corporate Governance. It helps the Company in developing strong management – shareholder relations. The Company regularly interacts with shareholders through multiple channels of communication such as results announcement, annual reports, and Company's website, media releases. CEO AND CFO CERTIFICATION

As required under Regulation 17(8) read with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 31st March, 2015. The annual Compliance Certificate given by Managing Director and Whole- Time Director (Finance) is published in Annual Report. CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

In accordance with Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members and senior management personnel of the Company have confirmed compliance with the Code of conduct for the financial year ended March 31, 2016.

For and on behalf of the Board of Directors Sd/-

Place: Kochi Shaji Baby John Date: 13-08-2016 Managing Director

43

Kings Infra Ventures Limited CEO/CFO CERTIFICATION

(Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015) In terms of regulation 17(8) of SEBI (LODR) Regulations, 2015, Managing Director and Whole- Time Director of the Company has certified to the Board that:

A. We have reviewed financial statements and the Cash Flow Statement for the year and that to the best of our knowledge and belief: 1. These statements do not contain any materially untrue statement or omit ant

material fact or contain statements that might be misleading; 2. 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. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violation of the Company's code of conduct.

C. We accept responsibility for establishing and maintaining internal control 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 they are aware and steps have been taken to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee that: 1. There has not been any significant change in internal control over financial

reporting during the year; 2. There has not been any significant changes in accounting policies during the year

requiring disclosure in the notes to the financial statements; and 3. We are not aware of any instances during the year of significant fraud with

involvement therein of the management or an employee having a significant role in the Company's internal control system over financial reporting.

For and on behalf of the Board

For Kings Infra Ventures Limited Place: Kochi Sd/- Date: 13-08-2016 Shaji Baby John

(Managing Director)

Sd/- Balagopalan Veliyath

(Whole- Time Director)

44

Kings Infra Ventures Limited CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE

To The Members of Kings Infra Ventures Limited

We have examined the compliance conditions of corporate governance by Kings Infra Ventures Limited for the Financial year ended March 31, 2016 as stipulated in Chapter IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Sd/- Date: 27-05-2016 Place: Kochi CA. V C JAMES

SANKAR & MOORTHY CHARTERED ACCOUNTANTS MNo.200/22565

45

Kings Infra Ventures Limited MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Industry Structure and Developments

India has emerged as the fastest growing major economy in the world. According to the Economic Survey 2015-16, the Indian economy will continue to grow more than 7 per cent in 2016-17

Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling India’s overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. OPPORTUNITIES AND THREAT

The growth of the Company is subject to opportunities and threats as are applicable to the industry from time to time. RISK AND CONCERN

While risk is an inherent aspect of any business, the Company is conscious of the need to have an effective monitoring mechanism and has put in place appropriate measures for its mitigation including business portfolio risk, financial risk, legal risk and internal process risk. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control mechanism of the Company is well documented and implemented through a system of checks and balances. The Company has appointed internal auditors to monitor and assess the adequacy and effectiveness of the internal control system. The company has business plans which are reviewed every quarter. The systems and procedures are being reviewed constantly to strengthen the internal control. FINANCIAL PERFORMANCE

Particulars 31-03-2016 31-03-2015

Net sales / Income from Operations 92,455,097.26 40,878,610.64

Other Income 227,343.25 771,085

Total Revenue 92,682,440.51 41,649,695.64

Total Expense 86,369,737.09 40,574,606.24

Profit Before Tax 4,692,703.42 1,075,089.40

Profit After Tax 4,710,378.79 1,103,373.48

Earnings Per Equity Share 1. Basic 2. Diluted

0.33 0.33

0.36 0.36

46

HUMAN RESOURCES

Your Company gives significant importance to its human capital and is dedicated for continuous enhancement of their skills and knowledge by way of training and supervision. Your Company's belief in trust, transparency and teamwork improved employee productivity at all levels. Your company has effective procedures for recruitment, training, motivation and performance appraisal, to attract and retain the best talent DISCLOSURES

During the year the Company has not entered into any transaction of material nature with its promoters, the directors or the management, their subsidiaries or relatives etc that may have potential conflict with the interest of the Company at large.

For and on behalf of the Board For Kings Infra Ventures Limited

Place: Kochi Sd/- Date: 13-08-2016 Shaji Baby John

(Managing Director)

47

Kings Infra Ventures Limited 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, 2016, 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

48

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, 2016, and the profit or loss account and cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the(Auditor’s Report) Order, 2016, (“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,

2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 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:

49

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

Place: Ernakulam For Sankar & Moorthy Date: 27/05/2016 Chartered Accountants

Sd/- VC James Partner MNo. 200/22565 FNo. 003575S

50

Kings Infra Ventures Limited 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, 2016. 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

c) The company has maintained the title deeds of all immovable properties which are held in the name of the company.

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. 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.

iv. 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.

v. As per the information and explanations given to us, the company have complied with the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, the company has not accepted deposits during the year.

vi. The provisions regarding maintenance of cost records under section 148(1) of the Companies Act, 2013 are not applicable to the company.

vii. 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, 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, 2016 for a period of more than six months from the date they became payable.

51

According to the information and explanations given to us, there are no material dues of sales tax, excise duty of customs and cess or Value Added Tax which have not been deposited with the appropriate authorities on account of any dispute.

viii. 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.

ix. According to the information and explanations given to us, the company has not taken any term loans during the year.

x. According to the information and explanations given to us, during the year, no fraud on or by the company has been noticed or reported.

xi. The company has paid managerial remuneration as per the provisions of section 197 read with schedule V to the Companies Act 2013

xii. The company has complied with the provisions of section 177 of the companies Act 2013

xiii. According to the information and explanations given to us the company has not made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review and the requirement of Section 42 of the Companies Act, 2013 have been complied and the amount raised have been used for the purposes for which the funds were raised

xiv. According to the information and explanations given to us, during the year, the company has not entered into any non-cash transactions with directors or persons connected with him.

Place: Ernakulam For Sankar & Moorthy Date: 27/05/2016 Chartered Accountants

Sd/- VC James Partner MNo. 200/22565 FNo. 003575S

52

Kings Infra Ventures Limited Balance Sheet as at March 31, 2016

Particulars Note No As at 31.03.2016 Rupees

As at 31.03.2015 Rupees

I. EQUITY AND LIABILITIES

1 Shareholders’ funds

(a) Share Capital A 140,922,500.00 30,922,500.00

(b) Reserves and Surplus B 4,355,665.68 (354,713.60)

(c) Money received against share warrants 27,500,000.00 -

2 Share application money pending allotment - -

3 Non-current liabilities

(a) Long-term Borrowings C 90,606,535.78 171,994,410.78

(b) Other Long-term Liabilities D 15,312,500.00 44,750,000.00

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

4 Current liabilities

(a) Short-term borrowings F 19,326,594.20 19,295,878.96

(b) Trade payables G 28,277,541.52 3,809,365.68

(c) Other current liabilities H 3,144,209.61 5,924,589.05

(d) Short-term provisions I 1,059,190.00 204,860.00

TOTAL 330,504,736.79 277,546,890.87

II. ASSETS

1 Non-current assets

(a) Fixed assets J

(i) Tangible assets 14,612,514.17 14,804,800.31

(ii) Intangible assets 8,470.08 11,107.20

(iii) Capital work-in-progress - -

(iv) Intangible assets under dvpt - -

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

(c) Deferred tax asset (Net) L 106,349.64 88,674.27

(d) Long-term loans and advances M 16,706,156.25 4,240,808.25

(e) Other non-current assets N 13,160,917.91 13,399,763.89

2 Current assets

(a) Current investments O - -

(b) Inventories P 220,103,120.08 208,650,820.08

(c) Trade receivables Q 49,204,461.85 27,659,450.04

(d) Cash and cash equivalents R 10,660,565.81 2,234,626.83

(e) Short-term loans and advances S 861,481.00 1,376,140.00

(f) Other current assets T - -

TOTAL 330,504,736.79 277,546,890.87

See accompanying notes forming part of the financial statements

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

Sd/- Shaji Baby John

Managing Director

Sd/- Baby John Shaji

Joint Managing Director

Sankar & Moorthy Chartered Accountants

Sd/- V.C James BSc, FCA, Partner

M.No.200/22565, F.R.No. 003575S

Sd/- K Sooraj

Company Secretary

Sd/- Balagopalan Veliyath Whole- Time Director

Place : Ernakulam Date : 27.05.2016

53

Kings Infra Ventures Limited Cash Flow Statement for the year 2015-16

PARTICULARS As at 31.03.2016 Rs.

As at 31.03.2015 Rs.

Cash Flow from Operating Activities

Net Profit Before Taxation and Extra Ordinary Items 4,692,703.42 1,075,089.40

Adjustments for

Add Depreciation 261,276.25 274,179.24

Less: Interest Income (Fixed Deposit) 176,221.00 66,374.00

Add: Finance Cost 2,912,255.19 1,392,155.28

Operating profit before working capital changes 7,690,013.86 2,675,049.92

(Increase)/ Decrease in Trade Receivables (21,545,011.81) 24,652,976.21

(Increase)/ Decrease in Inventories (11,452,300.00) (6,516,482.00)

(Decrease)/Increase in Other Current Liabilities (2,780,379.44) (5,987,614.01)

(Increase)/Decrease in other non current asset 238,845.98 (93,756.08)

(Increase)/Decrease in Long Term Loans & Advances (12,465,348.00) 91,254,437.19

Increase/(Decrease) in other long term Liabilities (30,437,500.00) (127,328,000.00)

(Increase)/Decrease Short Term Advances 514,659.00 4,026,123.00

(Decrease)/Increase in Trade Payables 24,468,175.84 (7,727,198.32)

(Decrease)/Increase in Other Current Liabilities 854,330.00 (238,438.25)

Cash Generated from Operations (44,914,514.57) (25,282,902.34)

Income taxes paid - -

Net cash flow from operating activities (44,914,514.57) (25,282,902.34)

Cash Flow from Investing Activities

Sale of Fixed Assets - -

Sale/ (Purchase) of Investments - -

Interest Income (Fixed Deposit) 176,221.00 66,374.00

Purchase of Fixed Assets (66,352.50) (606,661.50)

Net Cash Flow from Investing Activities 109,868.50 (540,287.50)

Cash Flow from Financing Activities

Increase/(Decrease) in share capital 110,000,000.00 -

I/(D) money received against share warrants 27,500,000.00 -

Finance Cost (2,912,255.19) (1,392,155.28)

Increase/(Decrease) in long term borrowings (81,387,875.00) 18,582,678.06

Increase/(Decrease) in short term borrowings 30,715.24 (15,617.09)

Net Cash flow from financing activities 53,230,585.05 17,174,905.69

Net Cash generated 8,425,938.98 (8,648,284.15)

Opening cash 2,234,626.83 10,882,910.98

Closing cash 10,660,565.81 2,234,626.83

For and on behalf of the Board Sd/- Sd/- Shaji Baby John Baby John Shaji Managing Director Joint- Managing Director

As per our report of even date attached


Sd/-

V.C James BSc, FCA, Partner

M.No.200/2256, F.R.No. 003575S

Sd/- Sd/- K Sooraj Balagopalan Veliyath Company Secretary Whole- Time Director

Place : Ernakulam Date : 27.05.2016

54

Kings Infra Ventures Limited Statement of Profit & Loss Account for the year ended 31-03-2016

Particulars Note No 31.03.2016 (Rs) 31.03.2015 (Rs ) I. Revenue from operations U 92,455,097.26 40,878,610.64

II. Other Income V 227,343.25 771,085.00

III. Total Revenue (I + II) 92,682,440.51 41,649,695.64

IV. Expenses:

Cost of Construction W 73,486,827.34 35,394,339.18

Purchases of Stock-in-Trade -

(increase)/ Decrease in work-in-progress (2,525,000.00) (5,381,482.00)

Employee benefits expense X 5,902,014.00 4,334,173.00

Finance costs Y 2,912,255.19 1,392,155.28

Depreciation and amortization expense J 261,276.25 274,179.24

Other Expenses Z 6,332,364.31 4,561,241.54

Total Expenses 86,369,737.09 40,574,606.24

V. Profit before exceptional and extraordinary items and tax (III-IV)

6,312,703.42 1,075,089.40

VI. Exceptional items A1 1,620,000.00 -

VII. Profit before extraordinary items & tax (V - VI) 4,692,703.42 1,075,089.40

VIII. Extraordinary Items - -

IX. Profit before tax (VII- VIII) 4,692,703.42 1,075,089.40

X Tax expense:

(1) Current Tax 894,190.00 204,860.00

Less: MAT Credit Entitlement (894,190.00) (204,860.00)

(2) Tax expense relating to earlier years - -

(3) Deferred Tax (17,675.37) (28,284.08)

XI Profit (Loss) for the period from continuing operations (VII-VIII)

4,710,378.79 1,103,373.48

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) 4,710,378.79 1,103,373.48

XVI Earnings per equity share:

(1) Basic 0.33 0.36

(2) Diluted 0.33 0.36

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/- Sd/- Shaji Baby John Baby John Shaji Managing Director Joint- Managing Director Sd/- Sd/ K Sooraj Balagopalan Veliyath Company Secretary Whole- Time Director Place : Ernakulum Date : 27.05.2016


Sd/- V.C James BSc, FCA

Partner M.No.200/22565 F.R.No. 003575S

55

A) SHARE CAPITAL

Note 1: Break Up of Share Capital

Share Capital 31.03.2016 31.03.2015

Number Rs. Number Rs.

Authorised

Equity Shares of Rs. 10/- each 25,100,000 251,000,000.00 3,500,000 35,000,000.00

Issued

Equity Shares of Rs.10/-each 14,170,000 141,700,000.00 3,170,000 31,700,000.00

Subscribed & Paid up

Equity Shares of Rs. 10/- each fully paid

14,092,250 140,922,500.00 3,092,250 30,922,500.00

Subscribed but not fully Paid up Equity Shares of Rs.10/- each, not fully paid up

-

-

-

-

Total 14,092,250 140,922,500.00 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 11000000 110,000,000.00 - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 14092250 140,922,500.00 - -

Note 3: Shares Held by Holding Company

Shares held by holding company N.A

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

Name of Shareholder

31.03.2016 31.03.2015

No. of Shares held % No. of Shares held %

Venus Fisheries Pvt Ltd 3,448,525 24.47 633525 20.49

King Fisheries Ltd 235,000 1.67 210000 6.79

Shibu Baby John 448,900 3.19 423900 13.71

Shaji Baby John 2,707,428 19.21 457428 14.79

Baby John S 709,000 5.03 29000 0.94

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

Particulars Year (Aggregate No. of Shares)

2015-16 2014-15 2013-14 2012-13 2011-12

Equity Shares :

56

Fully paid up pursuant to contract(s) without payment being received in cash

- - - - -

Fully paid up by way of bonus shares

- - - - -

Shares bought back - - - - -

Others 11,000,000.00 - - - -

Note 6: Details of unpaid calls

Details of Unpaid calls 2015-16 2014-15

By Directors - -

By Officers - -

Note 7: Details of Forfeited Shares

77,750 Equity Shares out of the Shares allotted on 12.05.1995

B) RESERVES & SURPLUS

Note 1: Break up of Reserves & Surplus

Particulars As at 31.03.2016 As at 31.03.2015

a. Securities Premium Account

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

Add : Securities premium credited on Share issue - -

Less : Premium Utilized 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 (15,329,393.11) (16,432,767.08)

(+) Net Profit/(Net Loss) For the year 4,710,378.79 1,103,373.48

(+) Transfer from Reserves - -

(-) Proposed Dividends - -

(-) Interim Dividends - -

(-) Transfer to Reserves - -

Closing Balance (10,619,014.32) (15,329,393.60)

Total 4,355,665.68 (354,713.60)

C) LONG TERM BORROWINGS

Note 1


Secured

(a) Term loans

from banks - -

Unsecured

(a) Loans and advances from Directors & Promoters 90,606,535.78 171,994,410.78

(b) Other loans and advances - -

57

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 90,606,535.78 171,994,410.78

D) OTHER LONG TERM LIABILITIES

Note 1


(a) Interest Free Project Advance - Un Secured 15,312,500.00 44,750,000.00

(b) Others

Total 15,312,500.00 44,750,000.00

E) LONG TERM PROVISIONS

Note 1


LONG TERM PROVISIONS

(a) Provision for employee benefits

(b) Others

Provision for Income Tax - 1,000,000.00

Total - 1,000,000.00

F) SHORT TERM BORROWINGS

Note 1


Secured

Union Bank of India (OD Facility) 19,326,594.20 19,295,878.96

(Secured by mortgage of land and building and guaranteed by Directors)

Terms of Repayment: Repayment on demand/-

Unsecured

Other Loans and Advances - -

Total 19,326,594.20 19,295,878.96

G) TRADE PAYABLES Note 1


Trade Payables 28,277,541.52 3,809,365.68

Total 28,277,541.52 3,809,365.68

58

H) OTHER CURRENT LIABILITIES

Note 1


(a) Other Payables

(a) Advances - -

(b) Statutory Duties Payable 1,643,084.87 1,747,473.05

( c) Advances from Customers - 3,014,321.00

(d)Creditors for expenses 1,501,124.74 1,162,795.00

Total 3,144,209.61 5,924,589.05

I) SHORT TERM PROVISIONS

Note 1


(a) Provision for employee benefits - -

(b) Provision for Income Tax 894,190.00 204,860.00

(c) Provision for Contract Expenses - -

(d) Provision for for Professional charges 165,000.00 -

Total 1,059,190.00 204,860.00

L) DEFFERED TAX ASSET

Note 1


Tax effects constituting deferred tax assets

On difference between book balance and tax balance of fixed assets

106,349.64 88,674.27

Total 106,349.64 88,674.27

M) LONG TERM LOANS AND ADVANCES

Note 1


a. Security Deposits

Unsecured, considered good 3,462,158.00 1,856,000.00

b. Loans and advances to related parties

Unsecured, considered good - -

c. Other loans and advances

Unsecured, considered good - -

Advance for Property Purchase 11,701,650.00 1,736,650.00

d. MAT Credit Entitlement 1,542,348.25 648,158.25

Total 16,706,156.25 4,240,808.25

59

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 - -

Total - -

N) OTHER NON CURRENT ASSETS

Note 1


Others

Unsecured, considered good

Income tax deposit 802,056.00 1,802,056.00

Tax Deducted at Source 1,204,946.42 467,234.42

Prepaid Expenses 29,904.68 6,462.66

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

Total 13,160,917.91 13,399,763.89

P) INVENTORIES

Note 1


a. Work-in-progress (Valued at cost) 220,103,120.08 208,650,820.08

Total 220,103,120.08 208,650,820.08

Q) TRADE RECEIVABLES

Note 1


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


47,184,625.85 24,219,724.04

Trade receivables outstanding for a period exceeding six months from the date they are due for payment


2,019,836.00 3,439,726.00 Total 49,204,461.85 27,659,450.04

Trade Receivable stated above include debts due by:

Directors - -

Other officers of the Company - -

Firm in which director is a partner - -

Private Company in which director is a member - -

Total - -

60

R) CASH & CASH EQUIVALENTS

Note 1


a. Balances with Banks in Current Accounts 9,545,243.81 314,991.83

b. Balances with Banks in Fixed Deposit 1,026,075.00 1,622,044.00

c. Cash on Hand 89,247.00 297,591.00

Total 10,660,565.81 2,234,626.83

S) SHORT TERM LOANS & ADVANCES

Note 1


a. Loans and advances to related parties - -

b. Others 731,190.00 871,636.00

C. Advance to staff & Others 130,291.00 504,504.00

Total 861,481.00 1,376,140.00

T) OTHER CURRENT ASSET

Note 1


(a) Unbilled revenue - -

(b) Unamortised expenses - -

Total - -

A1) CONTIGENT 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 dividend proposed: Nil

Note 2: In the opinion of the Board, all assets other than fixed assets and non-current investments have a realizable value in the ordinary course of business which is not different from the amount at which it is stated.

61

K) NON CURRENT INVESTMENT

Note 1


Trade Investments - -

Total (A) - -

Other Investments

(a) Investment in Equity instruments 4,900,000.00 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) 5,080,700.00 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 5,080,700.00 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 Corporate

Subsidiary /

Associate / JV/

Controlled Entity / Others

No. of Shares / Units Extent of Holding (%)

Amount (Rs.)

Whether

stated at Cost Yes / No

31.03.2016

31.03.2015

31.03.2016

31.03.201

6 31.03.201

5

a Investment in Equity Instruments

Controlled entity

490,000

490,000

Kings international-3.267%

Kings international-3.267%

4900000 4900000

Yes

b Other non-current investments (Gold coin- 80gms)

80gms 80gms

80700 80700

Yes

c National Saving Certificate

100000 100000

Yes

Total 5,080,700 5,080,700

O) CURRENT INVESTMENT

Note 1

Details of Current Investments: N A

J) FIXED ASSET

Note 1

62

Fixed Assets Gross Block Accumulated Depreciation Net Block

As on 01.04.15

Additions/

(Disposals)

Acquired through business combinations

Revaluations/ (Impairments)

31.03.2016 As on 01.04.15

Depreciation charge for the Year

Adjustment due to revaluations

On disposals

As on 31.03.2016

As on 31.03.2016

As on 31.03.2015

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 - - - 262,438.00 217,060.16

18,736.51

- - 235,796.67

26,641.33 45,377.84

New Office Furnishing

323,830.05 - - - 323,830.05 272,782.34

21,077.60

- - 293,859.94

29,970.11 51,047.71

Water Dispenser 6,500.00 - - - 6,500.00 4,693.69 390.16 - - 5,083.85 1,416.15 1,806.31

UPS & Battery 18,020.00 - - - 18,020.00 15,990.15 422.01 - - 16,412.16 1,607.84 2,029.85

Computer 349,003.00 - - - 349,003.00 342,814.70

5,348.55 - - 348,163.25

839.75 6,188.30

Computer 93,300.00 52,000.00

- - 145,300.00 20,253.08 54,324.74

- - 74,577.82 70,722.18 73,046.92

Motor car - Ritz 525,589.00 - - - 525,589.00 424,652.35

36,539.07

- - 461,191.42

64,397.58 100,936.65

Motor Bike (HondaYouga)

112,950.00 - - 112,950.00 10,174.88 26,608.48

- - 36,783.36 76,166.64 102,775.12

Bicycle 3,200.00 - - - 3,200.00 1,842.28 265.84 - - 2,108.12 1,091.88 1,357.72

Generator 63,760.00 - - - 63,760.00 43,729.09 4,162.42 - - 47,891.51 15,868.49 20,030.91

Air Conditioner 227,880.00 - - - 227,880.00 161,516.82

14,334.45

- - 175,851.27

52,028.73 66,363.18

Xerox machine 55,125.00 - - - 55,125.00 38,589.94 3,571.57 - - 42,161.51 12,963.49 16,535.06

Machinery 62,700.00 - - - 62,700.00 9,483.16 9,632.25 - - 19,115.41 43,584.59 53,216.84

Electrical Fittings 20,010.00 - - - 20,010.00 2,682.55 4,486.08 - - 7,168.63 12,841.37 17,327.45

Time Attendance System

27,480.00 - - - 27,480.00 1,485.35 4,705.03 - - 6,190.38 21,289.62 25,994.65

Voice Recorder 6,490.00 - - - 6,490.00 745.76 1,487.18 - - 2,232.94 4,257.06 5,744.24

Toos & Equipments 272,931.50 - - - 272,931.50 17,090.04 46,307.30

- - 63,397.34 209,534.16 255,841.46

63

Mobile Phone 61,560.00 - - - 61,560.00 30,992.70 5,985.08 - - 36,977.78 24,582.22 30,567.30

Water Tank - 5,603.00

- - 5,603.00 - 99.47 - - 99.47 5,503.53 -

Motor - 8,750.00

- - 8,750.00 - 155.34 - - 155.34 8,594.66 -

Total 16,421,379.35

66,353.00

- - 16,487,732.35

1,616,579.04

258,639.13

- - 1,875,218.17

14,612,514.17

14,804,800.31

Intangible Assets

Computer software 10,800.00 - - - 10,800.00 251.51 2,637.12 - 2,888.63 7,911.37 10,548.49

Computer software 235,000.00 - - - 235,000.00 234,441.29

- - 234,441.29

558.71 558.71

Total 245,800.00

- - - 245,800.00

234,692.80

2,637.12 - - 237,329.92

8,470.08 11,107.20

Capital Work In Progress

- - - - - - - - - - - -

Total - - - - - - - - - - - -

Intangible assets under Development

- - - - - - - - - - - -

Total - - - - - - - - - - - -

Grand total 16,667,179.35

66,353.00

- - 16,733,532.35

1,851,271.84

261,276.25

- - 2,112,548.09

14,620,984.25

14,815,907.51

Note: 2

(i) 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 (ii) Details of assets acquired under hire purchase agreements: NIL (iii) Details of assets jointly owned by the Company: NIL

64

U) REVENUE FROM OPERATIONS

Note 1


Contract Income 82,742,157.26 28,021,133.49

Income from Sales 9,712,940.00 11,322,347.50

Income from Investment in Projects - 1,535,129.65

Total 92,455,097.26 40,878,610.64

V) OTHER INCOME

Note 1


Miscellaneous Income 51,122.25 704,711.00

Interest Income (Fixed Deposit) 176,221.00 66,374.00

Total 227,343.25 771,085.00

W) COST OF CONSTRUCTION

Note 1


Opening Stock of Construction Materials - -

Purchases 20,292,162.50 20,360,134.52

20,292,162.50 20,360,134.52

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

Cost of Materials Consumed 20,292,162.50 19,225,134.52

Construction Expenses 53,194,664.84 11,673,748.00

Over Head Expenses - 4,495,456.66

Total 73,486,827.34 35,394,339.18

X) EMPLOYMENT BENEFIT EXPENSES

Note 1


Salary 5,897,624.00 4,334,173.00

Workers welfare fund -

Staff Wefare Expenses 4,390.00 -

Total 5,902,014.00 4,334,173.00

Y) FINANCE COST

Note 1


Bank Charges & Interest expense 2,912,255.19 1,392,155.28

Total 2,912,255.19 1,392,155.28

65

Z) OTHER EXPENSES

Note 1


Power and fuel 60,871.00 2,077.00

Water 6,270.00 11,200.00

Rent 575,000.00 159,000.00

Repairs and Maintenance 233,010.00 178,194.00

Insurance 7,178.98 12,152.34

Interest on statutory charges 87,172.00 19,712.00

Rates and Taxes 441,741.41 288,539.50

Communication Expenses 247,346.14 153,801.00

Travelling and Conveyance 1,398,006.00 1,538,755.00

Printing and Stationery 154,514.00 289,188.00

Advertisement Expenses 296,776.00 192,683.79

Business Promotion 8,342.00 29,540.00

Donations and Contributions 14,020.00 7,000.00

Legal and Professional Charges 1,980,542.00 1,031,735.00

Auditors Remuneration, for Statutory Audit 190,000.00 112,360.00

Miscellaneous Expenses 416.78 4,992.75

Listing & Other fees 314,000.00 133,433.00

Office Expenses 194,600.00 326,858.16

Sitting Fees 105,000.00 65,000.00

Website Expenses 17,558.00 5,020.00

Total 6,332,364.31 4,561,241.54

ADDITIONAL ANNEXURES

(C) Annexure to Long term Borrowings under Non-Current Liabilities

Loans and advances from Directors and Promoters

Particulars 2015-16 2014-15

Shaji Baby John 84,812,971.21 121,263,346.21

Baby John S 88,155.00 8,588,155.00

Rita S John - 1,250,000.00

Venus Fisheries Pvt. Ltd. 5,705,409.57 40,892,909.57

Total 90,606,535.78 171,994,410.78

(D) Other Long Term Liabilities-Interest Free Un Secured Project Advance


Analysis Securities Pvt Ltd - 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 937,500.00 8,750,000.00

Kings Properties & Housing Ltd 937,500.00 8,750,000.00

Kings Infomatica Solutions Pvt Ltd 937,500.00 8,750,000.00

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

Total 15,312,500.00 44,750,000.00

66

(F) Short Term Borrowings-Secured


Union Bank of India (OD) 19,326,594.20 19,295,878.96

Total 19,326,594.20 19,295,878.96

(G) Trade Payable


Santhosh - Sub-Contractor - 60,261.00

Ananthapuri Blue Metals - 47,100.00

Team Developers - 104,350.00

Noushad - Sub Contarctor - 86,119.00

M.S Steels - 119,074.00

RMC Readymix (India) Pvt Ltd - 142,375.00

Hanna Rock Products Pvt Ltd - 244,200.00

Sudheesh K M - 900,000.00

Sakhil Transport - 21,000.00

Tanit Cutting Technology - 9,120.00

Indo Quarts Kochi - 7,443.00

Project Expenses Payable 28,277,541.52 2,068,323.68

Total 28,277,541.52 3,809,365.68

(H) Other Current Liabilities

Statutory Duties Payable


Service Tax Payable 248,759.62 1,346,151.26

Work Contract Tax payable 1,108,423.92 281,443.79

Labour Cess Payable (2,165.67) -

TDS Payable 288,067.00 119,878.00

Total 1,643,084.87 1,747,473.05

Advance from Customers


Mace Alumini Welfare Society - 500,000.00

IL & FS Township & Urban Assets Ltd (Mob. Adv.) - 2,514,321.00

Total - 3,014,321.00

Creditors for Expenses


Sankar & Moorthy, Chartered Accountants 214,904.00 197,929.00

Saju & Co., Chartered Accountants 17,175.00 -

S.K.D.C Consultants Limited 39,714.00 38,457.00

Kings Travel World India Pvt Ltd - 145,560.00

K.G Mohan - 28,500.00

Thomas Santi & Co, Chartered Accountants - 17,058.00

Johney & Co, Chartered Accountants - 39,052.00

67

Salary Payable 1,040,667.00 461,386.00

Abhilash.K.V 14,000.00 -

Expenses Payable 174,664.74 234,853.00

Total 1,501,124.74 1,162,795.00

(I) Investment in Equity Instruments under Non Current Investment


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 & Advances

(a) Security Deposit


Technopark Trivandrum (EMD) 100,000.00 128,000.00

House Rent Deposit 299,000.00 228,000.00

IL & FS Retention Money 1,230,814.00 -

Retention Money - Technopark 332,344.00 -

Security Deposit - Elam Project 1,500,000.00 1,500,000.00

Total 3,462,158.00 1,856,000.00

(c) Advances for Projects


Project Advance 10,701,650.00 736,650.00

Mohammed Nazar 1,000,000.00 1,000,000.00

Total 11,701,650.00 1,736,650.00

(P) Inventories

Work in Progress


Land 184,701,484.00 177,049,184.00

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 13,915,649.58 8,980,649.58

Total 220,103,120.08 208,650,820.08

(Q) Trade Receivables


Less than 6 months

IL & FS Township & Urban Assets Ltd 1,348,355.14 9,696,600.89

Consolidated Construction Consortium Ltd - 294,725.25

RDS Project Limited 39,107,264.33 834,844.25

DMRC Limited 1,641,452.73 -

Planet Constructions - 4,379,553.65

68

Sunwatt Saltech Pvt Ltd. 218,000.00 218,000.00

Mace Alumini Welfare Society 500,000.00 -

Kings Travel World (India) Pvt Ltd - -

Sajin Joy 4,369,553.65 -

Alpha Holdings and Infrastructures Pvt Ltd - 8,796,000.00

Total A 47,184,625.85 24,219,724.04

More than 6 months

Alpha Consolidated Projects - 19,890.00

Shapoorji Pallonji & Co. Ltd 2,019,836.00 3,419,836.00

Total B 2,019,836.00 3,439,726.00

Grand Total A+B 49,204,461.85 27,659,450.04

(R) Cash & Cash Equivalents

(a) Balance with Banks


Syndicate Bank A/c No: 43031010002951 - 4,069.69

Bank of Baroda A/c. 28750200000345 1,020,472.00 -

Punjab National Bank CA 4273 0021 0400 3082 242,235.00 -

Union Bank of India - 395501010050309 5,286.00 5,162.00

Union Bank of India - 396701010035457 8,105,483.85 234,196.85

ICICI Bank - 50,000.00

Union Bank of India - 396701010035554 10,991.00 11,103.50

Union Bank of India A/c No.336501010033223 5,414.50 7,675.00

SBI Ernakulam South 35403509498 146,849.42 -

SBI - Yelanka new Town- 31509252485 8,512.04 2,784.79

Total 9,545,243.81 314,991.83

(R) Short Term Loans & Advances

(b) Other Advances


United Metals - 86,850.00

Maheen - 9,400.00

A.P Abdul Saleem - 27,426.00

IL & FS Retention Money - 712,960.00

Bharath Petoleum Corporation Ltd. 123,191.00 -

Grand Four Group 499,999.00 -

Shanbhoga Hegde 55,000.00 -

J.V Associates 18,000.00 -

Adv.Arunraj 35,000.00 35,000.00

Total 731,190.00 871,636.00

69

Depreciation as per Income Tax

Description of Assets

WDV as on 01.04.2015

Additions Deletions

Total Depreciation WDV as on

31.03.2016

More

than 180

days

Less than 180 days

Rate %

Period

Amount

Land 13,928,612.80 - - - 13,928,612.80 - 13,928,612.80

Furniture & Fittings

118,377.42 - - - 118,377.42 10 FY* 11,837.74 106,539.68

Generator 26,055.24 - - - 26,055.24 15 FY* 3,908.29 22,146.95

Water Dispenser

1,771.19 - - - 1,771.19 15 FY* 265.68 1,505.51

Xerox Machine

16,346.43 - - - 16,346.43 15 FY* 2,451.96 13,894.47

Computer 74,203.58 - 52,000.00 - 126,203.58 60 FY* 60,122.15 66,081.43

Bicycle 1,313.37 - - - 1,313.37 15 FY* 197.01 1,116.36

Softwares & Website

4,474.01 - - - 4,474.01 60 FY* 2,684.40 1,789.60

Air Conditioner

63,470.61 - - - 63,470.61 15 FY* 9,520.59 53,950.02

Motor Car- Maruthi Ritz

207,507.59 - - - 207,507.59 15 FY* 31,126.14 176,381.45

New Office Furnishings

164,006.74 - - - 164,006.74 10 FY* 16,400.67 147,606.07

Mobile Phone

37,287.48 - - - 37,287.48 10 FY* 3,728.75 33,558.73

Machinery 56,430.00 - - - 56,430.00 10 FY* 5,643.00 50,787.00

Motor Bike 107,302.50 - - - 107,302.50 10 FY* 10,730.25 96,572.25

Time Attendence System

25,419.00 - - - 25,419.00 15 FY* 3,812.85 21,606.15

Voice Recorder

6,003.25 - - - 6,003.25 15 FY* 900.49 5,102.76

Electrical Fittings

17,331.00 - - - 17,331.00 15%

FY* 2,599.65 14,731.35

Tools & Equipments

246,915.39 - - - 246,915.39 15 FY* 37,037.31 209,878.08

UPS & Battery

51.67 - - - 51.67 60 FY* 31.00 20.67

Water Tank - - 5,603.00 - 5,603.00 15 FY* 420.23 5,182.78

Motor - - 8,750.00 - 8,750.00 15 FY* 656.25 8,093.75

15,102,879.26 - 66,353.00 - 15,169,232.26 204,074.40 14,965,157.85

*FY: Full Year

70

Kings Infra Ventures Limited ROUTE MAP FOR 28TH ANNUAL GENERAL MEETING OF KINGS INFRA VENTURES LIMITED

71

ATTENDANCE SLIP

28TH Annual General Meeting- 30 September 2016

Kings Infra Ventures Limited A-1, First Floor, Atria, Opp. Gurudwara Temple,

Gurudwara Road, Perumanoor, Thevara, Kochi 682015

CIN: L05005KL1987PLC004913

DP ID/Client ID/Folio No

No. of shares held

I certify that I am a member/proxy for t he member of the Company.

I hereby record my presence at the 28th Annual General Meeting of the Company held on Saturday, September 24, 2016 at 11.00 a.m. at HIG 9, 9TH Cross Road, Panampilly Nagar, Kochi- 682036

Name of the Member …………………………………………………

Name of the Proxy …………………………………………………

Signature …………………………………………………

Note: Please complete this Attendance Slip and hand it over at the Attendance Verification Counter at the entrance of the meeting hall. Members are requested to bring their copy of the Annual Report for reference at the meeting.

72

PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

28TH Annual General Meeting- 30 September 2016



CIN: L05005KL1987PLC004913

Name of the Member(s):

Registered Address:

Folio No./Client Id:: DP ID:

E-mail Id:

I/We, being the member(s) of the above named Company hold ………….....….. Shares hereby appoint: Name :

Address :

E-mail Id :

Signature :

or failing him/her

Name :

Address :

E-mail Id :

Signature :

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28th Annual General Meeting of the Company to be held on Saturday, September 24, 2016 at 11:00 a.m. at HIG 9, 9TH Cross Road, Panampilly Nagar, Kochi- 682036 and any adjournment thereof in respect of such resolution as indicated in ballot paper:. Note: 1. This form of proxy, in order to be effective, should be duly stamped, completed, signed

and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Annual General Meeting.

Affix Revenue

Stamp

73

2. A proxy need not be a member of the Company. 3. It is optional to indicate your preference. If you leave the for, against or abstain column

blank against any or all resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.

4. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes.

6. For the resolutions, explanatory statements and notes please refer Notice of the 28th Annual General Meeting.

74



CIN: L05005KL1987PLC004913

Form No. MGT 12 BALLOT PAPER/ POLLING PAPER

Name(s) of Member(s) (in BLOCK/ CAPITAL Letters)

Registered Address

DP ID / Client ID or Folio No

No. of equity shares held

I/ We hereby exercise my/ our vote in respect of the following resolution(s) as set out in the Notice of 28th Annual General Meeting (AGM) of Company held on Saturday, September 24, 2016 at 11:00 a.m. at HIG 9, 9TH Cross Road, Panampilly Nagar, Kochi- 682036, which is proposed to be placed for consideration of members at the aforesaid Annual General Meeting of the Company, by recording my/ our assent and/ or dissent to the said Resolution(s) in the following manner:

Resolution No. Resolution Optional

For Against Abstain

Ordinary Business

1 Adoption of Balance Sheet, statement of Profit & Loss, Report of the Board of Directors and Auditors for the Financial Year Ended March 31 2016.

2 To appoint director in place of Mrs. Rita Shaji John who retires by rotation and being eligible, offer herself for reappointment.

3 To re-appoint M/s. Sankar & Moorthy Chartered Accountants as a statutory Auditors of the Company.

Special Business 4 To re-appoint Shaji Baby John as

Managing Director of the Company

5 To appoint Mr. Shaji Baby John as Chairman of the Company.

6 To appoint Mr. Baby John Shaji as Joint- Managing Director of the Company.

75

7 To regularize the Directorship of Mr. Alexander John Joseph.

8 To regularize the Directorship of Mr. Paul Joseph.

9 To re-classify the promoter list of the Company.

10 To pay remuneration to Managerial Personnel in consonance with the limits specified in Section II of the Part II of Schedule V.

11 To revise the remuneration of Mr. Baby John Shaji, Joint- Managing Director

12 To revise the remuneration of Mr. Balagopalan Veliyath, Whole- Time Director

*Please put a tick mark in appropriate column against the resolution(s) indicated above. In case the shareholder/ proxy wishes his/ her vote

Signed this ________ day of ___________________ 2016

Signature of Shareholder ………………………………..

Signature of Proxy holder(s) …………………………………

76

INSTRUCTIONS

This Ballot Paper is provided, pursuant to Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to enable the shareholder(s) or their proxy(ies) for voting by way of Ballot Paper, who does not have access to e-voting facility and/ or who have not voted through e-voting, so that they can also participate in voting process through this physical Ballot Paper. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot Paper. If a Member casts votes by both modes, then voting done through e-voting shall prevail and voting by Ballot Paper shall be treated as invalid. The Scrutinizer will collate the votes downloaded from the e-voting system as well as the votes received through physical Ballot Papers from member(s) at the venue of AGM for declaring the final result for each of the Resolutions forming part of 28th AGM Notice of company Process and manner for Members opting to vote by using the Ballot Paper:

1. Please complete and sign this Ballot Paper and drop in the locked Ballot Box provided in the meeting hall of this AGM for voting purpose.

2. This Ballot Paper should be signed by the Member as per the specimen signature

registered with Registrar and Share Transfer Agent of the Company. In case of joint holding, the Ballot Paper should be completed and signed by the first named Member and in his/ her absence, by the next named joint holder or by their proxy(ies) duly authorised by any Joint Holder(s). A Power of Attorney (POA) holder may vote on behalf of a Member, mentioning the registration number of the POA registered with the Company or enclosing a duly attested/ notarized copy of the POA.

3. In case the shares are held by companies, trusts, societies, etc. the duly completed

Ballot Paper should be accompanied by a certified true copy of the relevant Board Resolution/ Authorization document(s).

4. Votes should be cast in case of each resolution separately either in favour or against

by putting the tick mark in the respective column provided in the Ballot Paper. 5. The voting rights of shareholders shall be in proportion of the shares held by them in

the Paid-up Equity Share Capital of the Company as on Saturday, 16th September, 2016 and each such share carries one voting right.

6. A Member may request Ballot Paper from the Company or they can download the

same from the website of the Company viz. www.kingsinfra.com, if so required.

7. Unsigned, incomplete, improperly or incorrectly tick marked Ballot Papers will be rejected. The Ballot Papers will also be rejected if it is torned, defaced or mutilated to

77

7

the extent which makes it difficult for the Scrutinizer to identify either the Member or as to whether the votes are in favour or against or if the signature cannot be verified with the available records.

8. The decision of the Scrutinizer on the validity of the Ballot Paper and any other

related matter shall be final and binding.

9. The results declared alongwith Scrutinizer’s Report shall be placed on the Company’s website i.e. www.kingsinfra.com within 48 hours of working days of the conclusion of this AGM and on the website of CDSL, whenever they upload, and will simultaneously be forwarded to the Bombay Stock Exchange(s) where the Company’s shares are listed.

************************************************************************** ******************************************************* ********************************************

A-1, FIRST FLOOR, ATRIA APARTMENTS, OPP.GURUDWARA TEMPLE,

PERUMANOOR ROAD, THEVARA, COCHIN, KL 682015

CIN: L05005KL1987PLC004913 | E-mail- [email protected]

www.kingsinfra.com

78


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