if you want something new, you - bombay stock exchange · 2017-09-05 · "if you want...

"If you want something new, you have to stop doing something old."

- Ajay Raina

"Change is Inevitable, Growth is Optional."

- Sunil Kumar Goyal

"There is no elevator to success, you have to take stairs."

- Manoj Rungta

"Growth is never by mere chance, it is a result of force working together."

- Umesh Bhat

"Whatever makes you uncomfortable is your biggest

opportunity for growth."- Nidhi Sharma

CORPORATE OVERVIEW

Chairman‘s Message 2 Letter from CFO 3 Major Milestones 4 United We Stand 6 Key Trends 8 Corporate Information 9BOARD & MANAGEMENT REPORTS

Directors’ Report 10 Corporate Governance Report 31 Code of Business Conduct & Ethics 49 Auditors’ Certificate on

Corporate Governance 50 Management Discussion & Analysis Report 51 CEO/CFO Certification 66FINANCIAL STATEMENTS

Standalone

Auditors’ Report 67 Balance Sheet 73 Statement of Profit & Loss Account 74 Cash Flow Statement 75 Notes on Accounts & Financial Statement 76Consolidated

Auditors’ Report on Consolidated Financial Statement 87 Consolidated Balance Sheet 92 Consolidated Statement of Profit & Loss Account 93 Consolidated Cash Flow Statement 94 Notes on Consolidated Accounts & Financial Statement 95OTHERS

Notes 107 Notice 109 Route Map 115 Proxy Form 116 Attendance Slip 119

INDEX TO ILLUSTRATIVE CONTENT

From 2000 to 2017

Your Company has been at the forefront of this Digital

revolution by making strategic investments across

multiple dimensions ahead of time to ensure that we

are well equipped to capture this big opportunity.

The Digital economy and disruptions in technologies

are changing the skills requirements in our industry.

Recognizing the need to build the right Digital talent

your Company has made significant investments to

upgrade skills of its employees as well as increase its

focus on hiring.

Global business is transitioning to a new age where

technology is playing a central role in the growth of

every industry by delivering a superior customer

experience anytime, anywhere. The power of a

business now depends on its ability to manage the

transition from process maturity to data maturity.

The commitment and passion of a diverse, employee

base helped your Company exhibit strong leadership

during this period, against the backdrop of immense

volatility in our key markets specialized talent.

Your Company is in a growth industry where the

demand for technology continues to expand. In earlier

decades, IT played a key role in supporting business.

The Internet era then saw business strategy being

defined by technology strategy. As a result, technology

was embedded into business. Today we are entering

a new world where technology is now defining what

the business can or should do.

On behalf of the entire Board of Directors of IKF

Technologies, I would like to thank you – our valued

stakeholders – for the continuing confidence you have

placed in the organization.

Dear Shareholders,

Date: 28th July, 2017

Place: Kolkata

Sincerely,

Sunil Kumar Goyal

Chairman

Din: 00550933

‘‘Global business is transitioning to a new age where technology is playing a central role in the growth of every industry by delivering a superior customer experience anytime, anywhere.

’’

CHAIRMAN’S LETTER TO THE STAKEHOLDER

www.ikf-technologies.com2

CFO’S LETTER TO THE STAKEHOLDER

The Financial Year 2016-17, was a significant year for your Company. Our investments in productivity tools have helped expand the operating margins of IT Services business. Over the last few years, there has been a steady improvement in the global economy with improvement in growth expectations in the developed markets. In India, there is increased optimism about the demand of IT environment. We strive to be prepared to respond to the dynamic economic environment and achieve the goals that we have set for ourselves.On the people front, we are driving signifi¬cant retraining efforts to ensure that our workforce skills are in line with new business expectations. Our organizational structure is also undergoing changes as we drive process simpli¬fication and reduce the number of layers to allow for greater business agility. Our continued focus is on

delivering best in class experience for our clients and for the end consumers. Over the last one year, we saw a further evidence of drastic change in expectations and experiences of consumers and business models. Digital is the central element driving this change, India’s IT services industry is struggling to post higher growth due to underlying technology shifts towards digital and cloud, automation taking over low level jobs and growing protectionism in the developed markets and we are making constant effort to make best use of this opportunity .We are certain that our business direction is in the best interests of our customers, employees, and shareholders. I would like to thank each of our stakeholders for their support and commitment over the years.

Dear Shareholders,

‘‘On the people front, we are driving signifi¬cant retraining efforts to ensure that our workforce skills are in line with new business expectations.

’’

Sincerely

Kamal Kishor Poddar

Chief Financial Officer

Date: 28th July, 2017

Place: Kolkata

www.ikf-technologies.com 3

2001The company went for an Initial Public Offer (IPO) of Rs.40,000,000 dividend into 4,000,000 equity shares of Rs.10 each and the issue was fully subscribed.

2006The Company has entered into strategic alliance with Indian Oil Corporation for technical and marketing collaboration. The Company has signed an MOU with Gujarat Govt. for making an investment of over 110 crores to set up a 1,00,000 ton plant in Gujarat.

2008The Company has entered into Agreement with Tata Teleservices Limited (TTSL) for handling all the calls related to the Post-paid connections.

2000 Incorporated on 22nd February, 2000 as Public Limited Company, under the provisions of the Companies Act, 1956.

2005The main objective of the company was promoting IT, ITES, ISP Services, Education and Alternate Resources across the Globe. It’s a fastest growing IT company maintaining its leadership status in catalyzing renaissance in Indian IT arena. The face value of the Equity Shares of the company sub-divided from Rs.10 per share to Re.1 per share.

2007The Company has over the years achieved Jatropha Plantations in the state of Meghalaya. The Company has won the “Excellence Award” and “Udyog and Ratan Award” by IES/ICSME in 2007 for its efforts in field of bio fuels.

2009Company’s Internet Service Provider (ISP) Department has initiated the following products & service in India.(i) Wholesale VOIP minutes traffic termination for International Call Centre.(ii) Internet lease line bandwidth for corporate clients.(iii) Internet Broadband plans on WI-FI networks.

2000

Major Milestones


2010The company has entered into master services agreement with following companies for providing the Call Center Services and selling their product and services- Bharti Airtel Limited, Dish TV, Aircel, Metlife, Kotak Mahindra Life Insurance. The Company has entered into the MOU with TCIL to collaborate for providing various avenues.

2011The company has entered into Agreement with Integrated Subscriber Management Services Limited(Dish TV) to provide Outbound Call center Services to ISML from its operating centre at Kolkata.

2012The Company entered into Master Services Agreement with IDEA Cellular for managing the Contact Center Services for Tele verification from Kolkata based call centers .The company has entered into MOU with VGEL to provide onsite training through technical staff to enhance productivity and employment capability of the trained youths in Rajasthan.

2013The Company has entered into a Rate Contract, Tele Verification Agreement with Dishnet Wireless Limited to provide the Internet Services to DWL. The company has won the prestigious Fourth Inc. India 500 Business Excellence Award as one of the India’s fastest growing Mid-size enterprises. The company entered into Agreement with BSNL for providing call center services.

2014LOI received from E-Mitra (Rajasthan).Telecom ISP has grown substantially in a short span of time with wider national presence.

2015We had taken initiative to make Digital India. Our company has done expansion in diversified sectors. Agreement executed with Software Technology Parks of India under the North east BPO Promotion Scheme.

2016The Company has entered into the MOU with Chhattisgarh State Industrial Development Corporation Ltd. Our company opened the first BPO unit in North-East Region at Guwahati. Telecom ISP has reachedGram Panchayat level for providing fast and cheap internet services to fulfill the dream of Hon’ble Prime Minister Narendra Modi.

2017


QUALITYCERTIFICATIONSISO 27001:2005 Certificate for ensuring Information Security Management System.

ISO 9001:2008 Certificate for ensuring Quality Man-agement Standard System.

Key Trends

12%

14%

16%

16%

22%

20%

Total Income from Operations (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

14%

18%

19%20%

21%

8%

EBT (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

9%

10%

10%

16%

11%

-44%

Return on Networth (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

16%

17%

17%17%

17%

16%

Networth (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

16%

15%

17%13%

18%

21%

EBITDA (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

9%

10%

10%

16%

11%

-44%

Net Profit (Rs. in Crores)

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17



Board of DirectorsChairman of the Board & WTD

Mr. Sunil Kumar Goyal

Independent Director

Mr. Ajay Raina

Mr. Umesh Bhat

Ms. Nidhi Sharma

Mr. Manoj Rungta

Company Secretary

Mr. Rajneesh Mishra

Chief Financial Officer

Mr. Kamal Kishor Poddar

Board CommitteesAudit Committee

Ms. Nidhi Sharma Chairman

Mr. Ajay Raina Member

Mr. Umesh Bhat Member

Stakeholders Relationship Committee


Mr. Manoj Rungta Member

Mr. Sunil Kumar Goyal Member

Management Committee


Mr. Sunil Kumar Goyal Member

Nomination & Remuneration Committee

Mr. Ajay Raina Chairman

Ms. Nidhi Sharma Member


Risk Management Committee

Mr. Sunil Kumar Goyal Chairman

Ms. Nidhi Sharma Member


Internal Auditor

RASB & Co Chartered Accountants

Statutory Auditor

M/s. Mandawewala & Co. Chartered Accountants1, British India Street,1st Floor,Suite No. 110 D, Kolkata-700069

Bankers

UCO BankAXIS BankState Bank of India

Listing

The Bombay Stock Exchange Limited (BSE)

The Calcutta Stock Exchange Limited (CSE)

Registrar & Share Transfer Agent

Bigshare Services Private Limited1st Floor, Bharat Tin Works Building Opp. Vasant Oasis , Makwana Road Marol, Andheri East Mumbai-400059, MaharashtraTel: 022 62638200 Fax: 022 62638299Email: [email protected]

Registered Office

2nd Floor, Plot No. J-1/12, Block-EP & GP, Sector-V, Salt Lake, Kolkata-700 091Tel: +91 33 2357 2610/11Fax: +91 33 2357 2612 E-mail: [email protected], [email protected]: www.ikf-technologies.com

Annual General Meeting

Date : 31st August, 2017Time : 3:00 p.m.Day : ThursdayVenue : The Convergence Centre DPSC, Plot No. X - 1, 2 & 3; Block EP, Sector - V, Salt lake, Kolkata – 700 091

Corporate Information

IKF Technologies Limited

10 www.ikf-technologies.com10

Some believe in the power of numbers. Some believe in the power of technology. We believe in the power of people.

- by the Board of Directors

Dear Members,

The Board of Directors (”Board”) hereby submits the report of the business and operations of your Company (‘the Company’ or ‘IKF Technologies Limited’), along with the Audited Financial Statements, for the financial year ended March 31, 2017.

1. Financial Performance

The summarized standalone results of your Company is given in the table below.

Particulars

Financial Year ended

Standalone

31/03/2017 31/03/2016

Total Income 5877.75 6206.45

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 730.65 551.93

Finance Charges 128.03 78.78

Depreciation 559.10 353.92

Provision for Income Tax (including for earlier years) 352.63 44.59

Net Profit/(Loss) After Tax (309.11) 74.64

Profit/(Loss) brought forward from previous year 1694.37 1619.73

Profit/(Loss) carried to Balance Sheet 1385.26 1694.37

*previous year figures have been regrouped/rearranged wherever necessary.

2. State of Company’s Affairs : The highlights of the Company’s performance are as under:

Ø Total Revenue from Operations decreased by 5.29% to Rs. 5877.75 Lakhs

Ø The Company has incurred a loss of Rs. 309.11 Lakhs due to earlier years provision.

3. Transfer to Reserves : The Company has not transferred any amount to general reserves during the financial year ended 31st March, 2017.

4. Liquidity : We continue to maintain sufficient cash to meet our strategic objective.

5. Particulars of Loans, guarantee or Investment: Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the Notes to the

financial statements provided in this Annual report.

6. Fixed Deposits: We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the Balance

Sheet date.

During the year under report your Company has not accepted any Fixed Deposit under section 73 of the Companies Act, 2013 as such; no amount of principal or interest was outstanding as on the balance sheet date.

(` in Lakh)

DIRECTORS REPORT

18th Annual Report 2016-17


7. Particulars of Contracts or Arrangements with Related Parties:

The Particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meeting of Board

and its Powers) rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at arms’ length

basis. Further details are mentioned in the prescribed Form AOC -2, and are appended as Annexure-II to the Board Report.

8. Management’s Discussion and Analysis Report: In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure

Requirements) Regulations, 2015, the Management’s discussion and analysis is presented in a separate section forming part

of the Annual Report.

9. Subsidiaries, Joint Ventures and Associate Companies: During the year under review 2 (two) companies namely i.e IKF Technologies (Pty) Ltd and Biofuel FZE ceased to

be Company’s Subsidiary, Associate or Joint Venture Company. The Board of Directors (‘the Board’) reviewed the

affairs of the subsidiaries during the year. In accordance with section 129(3) of the Companies Act, 2013, we have

prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a

statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC – 1

is appended as Annexure 1 to the Board Report. The statement also provides the details of performance and financial

positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statement, including the consolidated

financial statements and related information of the Company and audited accounts of each of its subsidiaries, are

available on our website, www.ikf-technologies.com. These documents will be available for inspection during business

hours at our registered office at Kolkata, India.

Further, brief about the business of the each of the Subsidiaries, Associates and joint venture are given hereunder:-

a. IKF Green Fuel Ltd. – Indian WOS

A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Shillong

(Meghalaya).

b. IKF Telecom Inc. - Foreign WOS

A Company organized under the laws of Delaware, U.S.A.

c. IKF Insurance Marketing Ltd (formely known as IKF Salampuria Agrotech Ltd)- Indian Associate

A Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Kolkata.

10. Human Resources: The Human Resource is important asset of the Company. For growth of employees, Company organizes training

sessions, various other programs to boost the morale of employees and appreciate them from time to time for their

performance. Management communicates with employees on regular basis through various modes and including

internal portal. The Company has maintained cordial relationship with the employees.

The Internal Complaints Committee has been constituted pursuant to the Section 4 of the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for protection against sexual harassment of

women at work place.

11. Talent Hunt: During the financial year under review, we launched various innovative programs to search the talent to create valuable

resources for the organisation. Our employees can enhance their skills to gain exposure while delivering value.

12. Education, Training and Assessment: Learning and Education are the integral part of IKF. To enhance the innovation quotient among the workforce, we

conduct various programs, which train individuals in an empathetic, customer-centric mode of problem-fining and

problem-resolving. The performance driven culture challenges every employee to scale up and grow. A wide range

DIRECTORS REPORT (Contd.)



of competency enhancement opportunities, challenging assignments and rotation across units help employees in

their career progression and meeting aspirations. The coaching and mentoring programmes enable employees to get

constant feedback and career guidance to achieve and exceed their performance targets thus realising their potential.

13. Particulars of Employees: In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employee drew remuneration in

excess of the limit set out in the said rules and details has been mentioned in Annexure-III.

14. Corporate Governance: The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate

governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders value ethically and

sustainably. We believe sound corporate governance is essential criteria to enhance and retain investor’s reliance. We

always seek to ensure that our performance is driven by integrity. The report on Corporate Governance as stipulated

under the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors

of the Company confirming compliance with the conditions of corporate governance is attached to the report on

Corporate Governance.

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with

auditors’ certificate thereon and Management Discussion and Analysis are attached and form part of this report.

15. Policy on Directors’ Appointment and Remuneration: The Board consists of five members, one of whom is executive or whole-time director and four are independent

directors. Board consists of appropriate mix of executive and independent directors to maintain the independence of

the Board and separate its functions of governance and management.

The policy on Directors Nomination and Remuneration, including criteria for determining qualifications, positive

attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the

Companies Act, 2013 is available on the website of the Company. There has been no change in the policy since last

financial year.

16. Directors: As per Article 107 of the Articles of Association of the Company read with the provisions of section 152 of the Companies

Act, 2013, at least two-third of the directors shall be subject to retirement by rotation. One-third of such directors must

retire from office at each Annual general Meeting of the Shareholders and a retiring director is eligible for re-election.

Accordingly, Mr. Sunil Kumar Goyal retires by rotation and being eligible, has offered to be re-appointed at the ensuing

Annual General Meeting.

Mr. Sunil Kumar Goyal was re-appointed as the Whole time Director & CEO of the Company at the Board Meeting held

on 02nd July, 2016 for a period of one year from 26th day of August, 2016 to 25th day of August, 2017. In accordance

with the provisions of Section 196, 197, 203 read with Schedule V and other applicable provisions of the Companies

Act, 2013, the said re-appointment as Whole Time Director & CEO was placed before the Members for their approval

at the postal ballot conducted during the year 2016-17.

i. Board Meeting:

During the year, 4 Board Meetings were convened and held. The intervening gap between the meetings was within the

period prescribed under the Companies Act, 2013. The dates on which meetings were held are as follows :

1. April 30, 2016

2. July 02, 2016

3. October 27, 2016

4. February 11, 2017




The details of the attendance of the Directors is provided in the Corporate Governance Report.

ii. Declaration from Independent Directors on Annual Basis The Company has received necessary declaration from each Independent Director of the Company under section 149(7)

of the Companies Act, 2013 that the Independent Directors of the Company meet with the Criteria of their Independence laid down in section 149(6).

17. Board Evaluation: The board of directors has carried out an annual evaluation of its own performance, board committees and individual

directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

18. Audit Committee: The Audit Committee presently has 3 Directors as its member’s viz. Ms. Nidhi Sharma, Mr. Ajay Raina and Mr. Umesh

Bhat. The role, terms of reference, the authority and power of the Audit Committee are in conformity with the provisions of the Companies Act, 2013 and Clause 49 of the listing Agreement/Regulation 18 of the SEBI (LODR) Regulations, 2015. Further details of the Audit Committee have been provided in the report on Corporate Governance forming part of this Annual Report.

19. Nomination and Remuneration Committee: Mr. Ajay Raina (Chairman), Mr. Umesh Bhat, Ms. Nidhi Sharma are the Members of the Nomination and Remuneration

Committee of the Company.

Remuneration Policy for Directors, Key Managerial Personnel & Senior Executive Personnel is attached herewith marked as Annexure-III.

20. Statutory Auditors: M/s. Mandawewala & Co., Chartered Accountants (FRN. 322130E), the Auditors of the company who hold office

upto the conclusion of the ensuing AGM have shown their unwillingness to continue as Auditors of the company and have given their resignation. In view of this, the Board has sent a proposal to M/s Agarwal Vishwanath & Associates (FRN 323024E ) for appointing them as Auditors from the conclusion of the 18th Annual General Meeting till the 22nd Annual General Meeting to be held in the year 2022 on a remuneration as fixed by the Board of Directors” and they have confirmed their willingness and eligibility under the provision of the Companies Act, 2013 to be as statutory auditors of the Company, which is subject to shareholders’ approval.

21. Cost Auditors: The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no cost auditors

are appointed.




22. Secretarial audit: In terms of Section 204 of the Act and Rules made there under, Mr. Pramod Kumar Pal Practicing Company Secretary

have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as to this report. The report is self-explanatory and do not call for any further comments.

23. Code of Conduct for Prevention of Insider Trading: Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI

(Prohibition of Insider Trading) Regulation, 2015 and the Board has adopted the same. The Insider Trading Policy of the Company explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation of norms.

24. Operations : Our reputation for excellence and integrity earned through the consistent delivery of quality work and by adhering the

highest standard of business conduct through principles of Corporate Governance continues to be our most valuable assets. As we position ourselves for the future and our standard of excellence, integrity and accountability will serve us well.

Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

25. Business Outlook: IT, ITES, Telecom & Education sectors are expected to grow tremendously in 2017-18. Global IT & ITES spending will

accelerate during 2017-18. We place significant emphasis on collaborative spirit, unrelenting dedication towards our customers, expert thinking and high standards of corporate governance. Our endeavor is to create success for our customers through innovative working by happy people at workplace.

With centers franchisee all over India, we offer ITES Call Centre, BPO, IT Software, ISP Internet & VoIP Services etc., to our customers. We believe that our comprehensive portfolio of service offerings helps our customers achieve their key business objectives.

Your Company received good traction for its services and its expertise in chosen segments & continues to hold it in good stead. Your Company has also re-aligned its processes, updated services, enhanced offerings, upgraded brand image and continue to deliver superior value to its customers. Your Company today is much more focused and is executing better than a year ago.

26. Dividend: Your Directors feel that it is prudent to plough back the profits for long term growth objectives of the Company and

hence, do not recommend any dividend for the year ended 31st March, 2017.

27. Consolidated Financial Statement: In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial

Statements, the audited consolidated financial statement is provided in the Annual Report.

28. Loan, Guarantee, Security & Investment: The details of Loan, Guarantee, Security & Investment cover under the provisions of section 186 of the Companies Act,

2013 are given in the Financial Statements. During the year under review, no guarantee/ security in connection with a loan to anybody corporate or person has been given.

29. Listing: During the year under review, the Company continued to remain listed on The Bombay Stock Exchange, The Calcutta

Stock Exchange.

30. Capital: During the year, the Company has not allotted any Equity Share on rights/ preferential/ private placement basis. All

Equity Shares of the Company ranks pari-passu in all respect.

The Company has not allotted any Preference Shares/ Debentures.

As on 31st March, 2017, the issued, subscribed and paid up share capital of your Company comprising 430,581,440 Equity shares of Re.1/- each.




31. Extract of Annual Return: Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, extract of annual return (MGT-9) is Annexed as Appendix-I.

32. Vigil Mechanism: The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement,

includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company’s website www.ikf-technologies.com.

33. Corporate Social Responsibility: Provisions of the Companies Act, 2013 in regards to Corporate Social Responsibility (CSR) does not mandatorily apply

to our Company, still Company follow it voluntarily. Details of CSR activities of the Company form part of this Annual Report.

34. Directors’ Responsibility Statement: Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors

confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2017 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35. Contracts and Arrangement with Related Parties: All contracts / arrangements / transactions, if any, entered by the Company during the financial year 2016-17 with

related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material.

Your Directors draw attention of the members to Note (1B)(5) to the Financial Statement which sets out Related Party Disclosures.

36. Risk Management Policy : In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and

the Audit Committee of the Board reviews the same periodically.

37. Audit Committee : The details pertaining to composition of audit committee are included in the Corporate Governance Report, which

forms part of this report

38. Significant and material orders passed by the Regulators/Courts/Tribunals: During the year under review, no significant and material orders were passed by the regulators or courts or tribunals

impacting the going concern status and company’s operations. However, Company received final order dated 20th April, 2015 from SEBI, where SEBI restricted the Company not to issue Equity Shares or any other instrument convertible into Equity Shares or any other Securities for a period of 10 years. Company has already undergone the prohibition for a period of approximately 5 years and 8 months and has filed Appeal before Securities Appellate Tribunal.




39. Internal Control Systems and Their Adequacy: The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature

of business of the Company.

40. Transfer of Amount to Investor Education and Protection Fund: Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no

funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

41. Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The Particulars relating to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo,

as required to be disclosed under the Companies Act, 2013, are provided in Annexure IV of the Report.

42. General Disclosures: Neither the CFO nor the CEO of the Company receives any remuneration or commission from subsidiary company viz.

IKF Green Fuel Limited.

43. Obligation of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has adopted an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the workplace ( Prevention, Prohibition & Redressal) Act, 2013. Your Directors further states that during the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & redressal) Act, 2013.

44. Acknowledgement: The Directors acknowledge and would like to place on record the commitment and dedication on the part of the

employees of your Company for their continued efforts in achieving good results. The Directors also wish to acknowledge and record their appreciation of the continued support and assistance received by the Company’s Bank,

financial institutions, mutual funds as well as from various Government bodies both at the centre and the State.

Date : 28th July, 2017

Place : Kolkata

For and on behalf of the Board


Sunil Kumar Goyal Chairman

DIN: 00550933




EXTRACT OF ANNUAL RETURN for the financial year ended on 31st March, 2017

of

IKF TECHNOLOGIES LIMITED[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN : L72200WB2000PLC111253

ii) Registration Date : 22-02-2000

iii) Name of the Company : IKF Technologies Limited

iv) Category / Sub-Category of the Company : Public Company/Limited by Shares

v) Address of the Registered Office and contact details :

2nd Floor, Plot No. J1/12, Block EP & GP, Sector V, Salt Lake, Kolkata – 700 091

Phone No. 033-23572610/11; Fax: 033-23572612

E-mail: [email protected]

Website: www.ikf-technologies.com

vi) Whether Listed Company : Yes

vii) Name, Address and contact details of Registrar & Transfer Agents (RTA) :

Bigshare Services Private Limited

1st Floor, Bharat Tin Works Building

Opp. Vasant Oasis , Makwana Road

Marol, Andheri East

Mumbai-400059, Maharashtra

Tel: 022 62638200

Fax: 022 62638299

Email: [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 and Description of main products /

servicesNIC Code of the

Product/ service #% to total turnover

of the Company

1. Software Sales 222 28.31%

2. BPO Income 176 26.79%

3. Software Services/Consultancy & IT Income 846 35.02%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name of the CompanyHolding/

Subsidiary/Associate

% of Shares heldApplicable Section

1. IKF Green Fuel Ltd. Subsidiary 99.93% 2(87)(ii)

2. IKF Telecom Inc. Subsidiary 100% 2(87)(ii)

3.IKF Insurance Marketing Ltd. (formerly known as IKF Salampuria Agrotech Ltd.)

Associate 44.64% 2(6)

Appendix IForm No. MGT-9



Form No. MGT-9 (Contd.)IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Shareholding:

Category of Shareholders

No. of Shares held at the beginning of the year (01-04-2016)

No. of Shares held at the end of the year (31-03-2017)

% of Change

during the yearDemat Physical Total % of Total Share Demat Physical Total % of Total Share

A. Promoters

(1) Indian

(a) Individual/HUF 5400000 0 5400000 1.2541 5400000 0 5400000 1.2541 0

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt (s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corp. 0 0 0 0 0 0 0 0 0

(e) Banks / FI 0 0 0 0 0 0 0 0 0

(f) Others 33326036 0 33326036 7.7398 33326036 0 33326036 7.7398 0

Sub-total (A)(1):- 38726036 0 38726036 8.9939 38726036 0 38726036 8.9939 0

(2) Foreign

(a) NRIs - Individuals 0 0 0 0 0 0 0 0 0

(b) Other – Individuals 0 0 0 0 0 0 0 0 0

(c) Bodies Corp. 0 0 0 0 0 0 0 0 0

(d) Banks / FI 0 0 0 0 0 0 0 0 0

(e) Any Others 0 0 0 0 0 0 0 0 0

Sub-total (A)(2):- 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) = (A)(1)+(A)(2)

38726036 0 38726036 8.9939 38726036 0 38726036 8.99 0

B. Public Shareholding

1. Institutions

(a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks / FI 0 0 0 0 0 0 0 0 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govt(s) 0 0 0 0 0 0 0 0 0

(e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

(f) Insurance Companies 0 0 0 0 0 0 0 0 0

(g) FIIs 11412544 0 11412544 2.6505 11412544 0 11412544 2.65 0

(h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0

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

Sub-total (B)(1) :- 11412544 0 11412544 2.6505 11412544 0 11412544 2.6505 0

2. Non-Institutions

(a) Bodies Corp. 35136294 52000 35188294 8.17 31428829 52000 31480829 7.31 (0.86)

(b) Individuals

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

178571775 469098 179040873 41.58 177557862 469398 178027260 41.35 (0.24)

(ii) Individual shareholders holding nominal share capital in excess of Rs. lakh

38018508 224000 38242508 8.88 42134787 224000 42358787 9.84 0.96

(c) Others (specify) 5872025 - 5872025 1.36 6476824 - 6476824 1.50 0.14

Sub-total (B)(2):- 257598602 745098 258343700 60.00 257598302 745398 258343700 60.00 0.00

Total Public Shareholding (B)=(B)(1)+(B)(2) 269011146 745098 269756244 62.65 269010846 745398 269756244 62.65 0.00

C. Shares held by Custodian for GDRs & ADRs 122099160 0 122099160 28.3568 122099160 0 122099160 28.36 0

Grand Total (A+B+C) 429836342 745098 430581440 100.00 429836042 745398 430581440 100.00 0



Form No. MGT-9 (Contd.)(ii) Shareholding of Promoters:

Sl.No.

Shareholder’s Name

Shareholding at the beginning of the year (01-04-2016

Share holding at the end of the year (31-03-2017) % of Change

In shareholding during

the year

No. of Shares

% of totalShares of the

Company

% of SharesPledged /

encumberedto total shares

No. of Shares

% of totalShares of the

Company

% of SharesPledged /

encumberedto total shares

1. Sunil Kumar Goyal 5400000 1.25 - 5400000 1.25 - -

2. Shree Assets Reconstruction

Ltd.

15000000 3.48 - 15000000 3.48 - -

3. Green Open Technologies Pvt.

Ltd.

13941667 3.24 - 13941667 3.24 - -

4. Premium Linkers Ltd. 4384369 1.02 - 4384369 1.02 - -

Total 38726036 8.99 - 38726036 8.99 - -

(iii) Change in Promoters’ Shareholding:

Sl.No.

Shareholding at the beginning of the year (01-04-2016)

Cumulative Shareholding during the year (31-03-2017)

No. of Shares% of total Shares of

the CompanyNo. of Shares

% of total Shares of the Company

1. At the beginning of the year (01-04-2016) 38726036 8.99 38726036 8.99

2. 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)

No Change No Change

3. At the end of the year (31-03-2017) 38726036 8.99 38726036 8.99

Note: There is no change in the total shareholding of promoters between 01-04-2016 and 31-03-2017

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

ADRs):

Sl.No.


Shareholding

DateIncrease/

Decrease in shareholding

Reason

Cumulative Shareholding during the year

(01-04-2016 to 31-03-2017)No of shares at the

beginning (01-04-2016) /end

of the year (31-03-2017)

% of totalSharesof heCompany

No of Shares% of total

shares of the Company

1 Basmati Securities Pvt Ltd.

16085115 3.74 01-04-16 0 Nil movement during the year 16085115 3.74

23-08-16 -16085115 Transfer 0

26-08-16 16085115 Transfer 16085115

16085115 3.74 31-03-17 16085115 3.74

2 Indian Focus Cardinal Fund 10062544 2.34 01-04-16 10062544 Nil Movement During The Year 10062544 2.34

01-04-16 -10062544 Transfer 0

22-04-16 10062544 Transfer 10062544

28-02-17 -10062544 Transfer 0

03-03-17 10062544 Transfer 10062544



3 B Lodha Securities Limited

2181659 0.51 01-04-16 -2181659 Transfer 0 0

22-04-16 2181659 Transfer 2181659 0.51

14-10-16 -2100000 Transfer 81659

28-02-17 -81659 Transfer 0

03-03-17 81659 Transfer 81659

31-03-17 -76659 Transfer 5000

5000 0 31-03-17 5000 0

4 Abdul Javed Farooqui

2008000 0.47 01-04-16 -2008000 Transfer 0 0

22-04-16 2008000 Transfer 2008000

28-02-17 -2008000 Transfer 0

03-03-17 2008000 Transfer 2008000

2008000 0.47 31-03-17 2008000 0.47

5 Patangi Trade And Holdings Pvt Ltd

1597059 0.37 01-04-16 -1597059 Transfer 0 0

22-04-16 1597059 Transfer 1597059

28-02-17 -1597059 Transfer 0

03-03-17 1597059 Transfer 1597059

1597059 0.37 31-03-17 1597059 0.37

6 Shiv Kumar Jalan 155050 0.04 01-04-16 0 Nil movement during the year 155050 0.04

08-04-16 94505 Transfer 249555

15-04-16 -13525 Transfer 236030

22-04-16 37996 Transfer 274026

29-04-16 20180 Transfer 294026

06-05-16 75530 Transfer 369736

13-05-16 4030 Transfer 373766

20-05-16 55848 Transfer 429614

27-05-16 63735 Transfer 493349

03-06-16 7300 Transfer 500649

10-06-16 52042 Transfer 552691

17-06-16 121371 Transfer 674062

24-06-16 139798 Transfer 813860

30-06-16 37871 Transfer 851731

01-07-16 -25114 Transfer 826617

08-07-16 -38097 Transfer 788520

15-07-16 310228 Transfer 1098748

22-07-16 -122333 Transfer 976415

29-07-16 139512 Transfer 1115927

05-08-16 -194249 Transfer 921678

12-08-16 56042 Transfer 977720

18-08-16 486 Transfer 978206

23-08-16 -978206 Transfer 0

26-08-16 988212 Transfer 988212

02-09-16 70408 Transfer 1058620

09-09-16 7790 Transfer 1066410

16-09-16 20010 Transfer 1086420

23-09-16 -2861 Transfer 1083559

30-09-16 -285951 Transfer 797608

07-10-16 11510 Transfer 809118

14-10-16 -18690 Transfer 790428

21-10-16 153149 Transfer 943577

28-10-16 -112314 Transfer 831263

04-11-16 -831263 Transfer 0

Sl.No.


Shareholding

DateIncrease/


Reason

Cumulative Shareholding during the year

(01-04-2016 to 31-03-2017)No of shares at the

beginning (01-04-2016) /end

of the year (31-03-2017)




Form No. MGT-9 (Contd.)



11-11-16 10000 Transfer 10000

18-11-16 89078 Transfer 99078

25-11-16 9315 Transfer 108393

02-12-16 -108393 Transfer 0

30-12-16 4000 Transfer 4000

06-01-17 26282 Transfer 30282

13-01-17 441294 Transfer 471576

20-01-17 100507 Transfer 572083

27-01-17 44550 Transfer 616633

03-02-17 187909 Transfer 804542

10-02-17 -73878 Transfer 730664

17-02-17 6373 Transfer 737037

24-02-17 20379 Transfer 757416

28-02-17 66770 Transfer 824186

03-03-17 31100 Transfer 855286

10-03-17 255853 Transfer 1,111,139

17-03-17 99690 Transfer 1210829

24-03-17 127861 Transfer 1338690

31-03-17 175320 Transfer 1514010

1514010 0.35 31-03-17 1514010 0.35

7 Shri Parasram Holdings Pvt Ltd 1480967 0.34 01-04-16 -1480967 Transfer 0 0

22-04-16 1425276 Transfer 1425276

29-04-16 4999 Transfer 1430275

06-05-16 5101 Transfer 1435376

13-05-16 12460 Transfer 1447836

20-05-16 -7504 Transfer 1440332

27-05-16 5197 Transfer 1445529

03-06-16 -98838 Transfer 1346691

10-06-16 -82504 Transfer 1264187

17-06-16 -42981 Transfer 1221206

24-06-16 -49422 Transfer 1171784

30-06-16 -116450 Transfer 1055334

01-07-16 -13398 Transfer 1041936

08-07-16 -84500 Transfer 957436

15-07-16 -53787 Transfer 903649

22-07-16 -17180 Transfer 886469

29-07-16 -42711 Transfer 843758

05-08-16 -3922 Transfer 839836

12-08-16 2000 Transfer 841836

18-08-16 1500 Transfer 843336

19-08-16 -1500 Transfer 841836

26-08-16 -32289 Transfer 809547

02-09-16 -49120 Transfer 760427

09-09-16 -5100 Transfer 755327

16-09-16 2400 Transfer 757727

23-09-16 -18506 Transfer 739221

30-09-16 -41744 Transfer 697477

07-10-16 9400 Transfer 706877

21-10-16 3500 Transfer 710377

28-10-16 -10668 Transfer 699709

04-11-16 -28546 Transfer 671163

11-11-16 22446 Transfer 693609


Sl.No.


Shareholding

DateIncrease/


Reason

Cumulative Shareholding during the year$

(01-04-2015 to 31-03-2016)

No of shares at the beginning

(01-04-2015) /end of the year

(31-03-2016)






18-11-16 -8700 Transfer 684909

25-11-16 -34750 Transfer 650159

02-12-16 -28800 Transfer 621359

09-12-16 -30200 Transfer 591159

16-12-16 10100 Transfer 601259

23-12-16 -88245 Transfer 513014

30-12-16 3701 Transfer 516715

06-01-17 -2 Transfer 516713

13-01-17 19400 Transfer 536116

20-01-17 -15319 Transfer 520794

27-01-17 4000 Transfer 524794

03-02-17 -1002 Transfer 523792

10-02-17 -11478 Transfer 512314

17-02-17 1700 Transfer 514014

24-02-17 -2000 Transfer 512014

28-02-17 -512014 Transfer 0

03-03-17 523290 Transfer 523290

10-03-17 -7900 Transfer 515390

17-03-17 1493 Transfer 516883

24-03-17 -42900 Transfer 473983

31-03-17 -153845 Transfer 320138

320138 0.07 31-03-17 320138 0.07

8 KII Limited1350000 0.31 01-04-16 -1350000 Transfer 0 0

22-04-16 1350000 Transfer 1350000

28-02-17 -1350000 Transfer 0

03-03-17 1350000 Transfer 1350000

1350000 0.31 31-03-17 1350000 0.31

9 Puneet Vats 1200000 0.28 01-04-16 -1200000 Transfer 0

22-04-16 1200000 Transfer 1200000

28-02-17 -1200000 Transfer 0

03-03-17 1200000 Transfer 1200000

1200000 0.28 31-03-17 1200000 0.28

10 Keshav Anand Karapurkar 1006539 0.23 01-04-16 -1005539 Transfer 1000 0

22-04-16 1005539 Transfer 1006539

23-08-16 -1000 Transfer 1005539

26-08-16 1000 Transfer 1006539

23-09-16 -305539 Transfer 701000

14-10-16 -215392 Transfer 485608

21-10-16 -484608 Transfer 1000

1000 0 31-03-17 1000 0

11 Lachman Kishan Chand 800000 0.19 01-04-16 -800000 Transfer 0 0

22-04-16 800000 Transfer 800000

28-02-17 -800000 Transfer 0

03-03-17 800000 Transfer 800000

800000 0.19 31-03-16 800000 0.19

* Not in the list of Top 10 shareholders as on 01-04-2016. The same has been reflected above since shareholders were among the Top 10 shareholders as on 31-03-2017. # Ceased to be in the list of Top 10 shareholders as on 31-03-2017. The same is reflected above since shareholders were among the Top 10 shareholders as on 01-04-2016. $ Percentage for Cumulative shareholding during the year have been calculated by taking total shares of the Company at the end of the year.




(v) Shareholding of Directors & Key Managerial Personnel:

Sl.No.

For Each of the Directors and KMP

Shareholding at the beginning of the year (01-04-2016)

Cumulative Shareholding during the year (31-03-2017)

No. of Shares % of total Shares of the Company

No. of Shares % of total Shares of the Company

1. At the beginning of the year (01-04-2016)- Sunil Kumar GoyalWhole-Time Director & CEO

5400000 1.25 - -

2. Date wise Increase /Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc):

No Change No Change

3. At the End of the year (31-03-2017) 5400000 1.25 5400000 1.25

(VI) INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment:

ParticularsSecured Loans

excluding depositsUnsecured

LoansDeposits

TotalIndebtedness

Indebtedness at the beginning of the financial year (01-04-2016)i) Principal Amount (a) UCO Bank –Cash Credit A/c. 699.3502 - - 699.3502

(b) Car Loan 4.7463 4.7463(c) Term Loan 136.3927 - - 136.3927

ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -

Total (i+ii+iii) 804.4892 840.4892

Change in Indebtedness during the financial year - -Addition 136.5679 - -Reduction (4.4135) - - (4.4135)Net Change 132.1544 132.1544

Indebtedness at the end of the financial year (31-03-2017) - -

i) Principal Amount (a) UCO Bank –Cash Credit A/c. 802.7520 - - 802.7520(b) Car Loan 0.3328 - - 0.3328(c) Term Loan 169.5588 - - 169.5588

ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 972.6436 972.6436

(VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amt in `)

Sl.No.

Particulars of RemunerationName of MD/WTD/Manager

Total AmountSunil Kumar GoyalWhole Time Director & CEO

1. Gross salary(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3) of

the Income Tax Act, 1961

12,00,000

-

-

12,00,000

-

-

2. Stock Option - -3. Sweat Equity - -4. Commission

- as % of profit- others

- -

5. Others - -Total (A) 12,00,000 12,00,000

(` in Lakhs)




B. Remuneration to other Directors: (Amt in `)

Sl.No.

Particulars of RemunerationName of Directors

Total AmountN. V. Simhadri Umesh Bhat Nidhi Sharma

1. Independent Directors- Fee for attending board / committee meetings- Commission- Others, please specify

75,000

-

-

50,000

-

-

100,000

-

-

225,000

-

-

Total (1) 75,000 50,000 100,000 225,000

2. Other Non-Executive Directors- Fee for attending board / committee meetings - Commission- Others, please specify

-

-

-

-

-

-

-

-

-

-

-

-

Total (2) - - - -Total (B)=(1+2) 75,000 50,000 100,000 225,000

Total Managerial Remuneration (A+B) 225,000

C. Remuneration to Key Managerial Personnel other than MD/WTD/Manager Director: (Amt in `)

Sl.No.

Particulars of Remuneration

Key Managerial Personnel

CEO (Sunil Kumar Goyal) (Liable to remuneration as

WTD only. No extra remuneration payable

as CEO)

Company Secretary (Amar Jyoti Lenka)

CFO(Kamal Kishor Poddar)

TotalAmount

1. Gross salary(a) Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961Not Applicable

6,75,000

-

-

10,00,000

-

-

16,75,000

-

-

2 Stock Option - - -3 Sweat Equity - - -4 Commission - as % of profit - - -5 Others - - -

Total - 6,75,000 10,00,000 16,75,000

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

TypeSection of the Companies Act

Brief Description

Details of Penalty /Punishment/

Compounding fees imposed

Authority [RD/

NCLT /COURT] Appeal made

A. COMPANYPenalty - - - - -Punishment - - - - -Compounding - - - - -B. DIRECTORSPenalty - - - - -Punishment - - - - -Compounding - - - - -C. OTHER OFFICERS IN DEFAULTPenalty - - - - -Punishment - - - - -Compounding - - - - -




Annexure-I

AOC-1

Statement Containing Salient Features of the Financial Statement of Subsidiaries/Associate Companies/ Joint Ventures

Part “A”: Subsidiaries

Sl.No.

Name of the Subsidiary IKF Green Fuel Ltd. IKF Telecom Inc.

1.Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

01.04.2016To

31.03.2017

01.01.2016To

31.12.2016

2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

INR USD 67.67

3. Share Capital 309,737 65

4. Reserves & Surplus 25,821 57

5. Total Assets 379782 122

6. Total Liabilities 379782 122

7. Investments - -

8. Turnover 47650 -

9. Profit Before Taxation 301 -

10. Provision for Taxation - -

11. Profit After Taxation 301 -

12. Proposed Dividend - -

13. % of Shareholding 99.93% 100.00%

The following information shall be furnished:-

1. Names of subsidiaries which are yet to commence operations : IKF Telecom Inc.

2. Names of subsidiaries which have been liquidated or sold during the year: 2(Two)

Part “B”: Associates and Joint Ventures (Amt in `)

Sl.No.

Name of Associates/Joint VenturesIKF Insurance Marketing Ltd.

(Associate Company)

1. Latest audited Balance Sheet Date 31-03-2017

2. Shares of Associate/Joint Ventures held by the company for the year end (31-03-2017) No.Amount of Investment in Associates/Joint Venture Extend of Holding %

25,000 ` 2,50,000

44.64%

3. Description of how there is significant influence By Shareholding

4. Reason why the associate/joint venture is not consolidated Investment is for temporary purpose

5. Networth attributable to Shareholding as per latest Audited Balance Sheet ` 2,59,164

6. Profit / Loss for the year i. Considered in Consolidationii. Not Considered in Consolidation 3

The following information shall be furnished:- 1. Names of associates or joint ventures which are yet to commence operations: Nil. 2. Names of associates or joint ventures which have been liquidated or sold during the year: Nil.


Place : Kolkata




DIN: 00550933



Annexure II

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies

(Accounts) Rules, 2014)

Disclosure of Particulars of Contracts/Arrangements entered into by the Company with Related Parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length

transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Sl.No.

Name of Related Party and nature of relationship

Nature of contract/

arrangements/transactions

Duration of contract/

arrangements/transactions

Silent features of contract/

arrangements/transactions including the value if any.

Justification for entering

into such contracts or

arrangements or transactions

Date of Approval by

Board

Amount paid as advance if any

Date on which the special

resolution was passed in the

general meeting as require under section 188(1)

1. NIL

2. Details of material contracts or arrangement or transactions at arm’s length basis.

Sl.No.

Name of Related Party and nature of

relationship

Nature of contract/arrangements/transactions

Duration of con-tract/arrangements/

transactions

Silent features of contract/arrange-

ments/transactions including the value

if any.

Date of Approval by Board

Amount paid as advance if any

1. Sunil Kumar Goyal Remuneration - 12,00,000

Not Applicable. However a statement

of transaction entered into with

related parties were placed before board at regular interval

Not Applicable

Note: All related party(s) transaction(s) are negotiated on arms length basis, and are intended further in the Company’s interest.


Place : Kolkata




DIN: 00550933



Annexure III

Extract From Nomination and Remuneration Policy:

POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR, NON-EXECUTIVE/INDEPENDENT DIRECTOR, KMP AND SENIOR MANAGEMENT PERSONNEL

General:

a. The remuneration / compensation / commission etc. to the Whole-time Director, Non-Executive/Independent Director, KMP and

Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration

/ compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central

Government, wherever required.

b. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions

as per the provisions of the Companies Act, 2013, and the Rules made thereunder.

c. Increments to the existing remuneration / compensation structure linked to performance, should be clear and meet appropriate

performance benchmarks and may be recommended by the Committee to the Board which should be within the slabs approved by

the Shareholders in the case of Whole-time Director.

d. The Committee does not propose to fix the actual amounts of remuneration that may be payable to each individual key managerial

personnel or senior management personnel. However, the management, while fixing the remuneration of any such key personnel must

consider the following:

1. The Industry practice for the same level of employment/office.

2. Past performance/seniority of the concerned appointee.

3. The nature of duties and responsibilities cast upon such person by reason of his holding that office.

4. The remuneration should be such that it provides adequate incentive to the person to give his best to the Company and feel

essence of high satisfaction with his employment.

5. The perquisites to be given to Whole-time Director/s, KMP & Senior Management Personnel will be as per industry practice and

as may be recommended by the Committee to the Board.

Remuneration to Whole-time Director, KMP and Senior Management Personnel:

The Whole-time Director / KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the

Board on the recommendation of the Committee. The break-up of the pay scale and quantum of perquisites including, employer’s contribution

to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board on the recommendation of the

Committee and approved by the shareholders and Central Government, wherever required, reflecting the short and long term performance

objectives appropriate to the working of the Company and its goals.

Remuneration to Non-Executive / Independent Director:

a. Remuneration / Commission: In the past the Company has not paid remuneration to Non-Executive Directors by way of commission.

b. Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board

or Committees thereof as may be recommended by the Committee and approved by the Board provided that the amount of such

fees shall not exceed amount prescribed in this behalf by the Central Government from time to time. So far as the Sitting Fees are

concerned, presently, for meetings of the various Committees, the same are at par for all the Committees.


Place : Kolkata




DIN: 00550933



Annexure IV

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 ARE PROVIDED AS MENTIONED BELOW:

A. CONSERVATION OF ENERGY: The provisions of conservation of energy and technology absorption and adaptation do not apply to the Company.

However, various measures voluntarily taken by the Company are given below.

(a) Additional Investments and Proposals implemented for Reduction of Consumption of Energy: The Company uses energy efficient for all its equipments such as air conditioners, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve energy at all the operational levels and efforts are made in this direction on a continuous basis.

(b) Impact of the Measures and Impact on the Cost: Though the Company does not have energy intensive operations, it continues to adopt energy conservation measures. As the cost of energy consumed by the Company forms a very small portion of the total costs, the financial impact of these measures is not material.

(c) Energy Conservation Measures: During the year, the Company has taken following measures towards energy conservation:

1. Organising the procedures in such a way that energy losses are minimized by eliminating idle running. This has helped in reducing per unit energy consumption.

2. Modifying the processes so as to reduce per unit consumption of energy. 3. Optimisation of electrical load by matching machine power capacity to the exact Organisational

requirements. 4. Using energy-efficient computers and equipments with the latest technologies, which would help

in conservation of energy.(d) Future Proposals for conservation of energy: The Company is planning to enter new agreements and

implement new measures which will play instrumental role in bringing down the cost of energy in addition to improving quality.

B. TECHNOLOGY ABSORPTION:The details are mentioned as below:(1) Research & Development :

Risks are inherent in the Information technology sector businesses. The Management of the Company gives utmost importance to the R&D activities.

In keeping with its spirit of “Be ahead of the times through endless creativity, inquisitiveness, and pursuit of improvement”, IKF actively carries out research and development activities. Our R&D activities can be broadly classified into two areas,

(i) Product development and improvements performed independently within each business division and

(ii) R&D undertaken mainly by the “Research & Development Center” separate from the activities of our business divisions and with a view towards Company-wide Management Strategy.

(a) Research & Development Center Activities: IKF has its own “Research & Development Center”, carrying on Research and Development activities. This undertakes the advanced development of fundamental technologies which will be the keys to the future products of each division and advanced research for the development of new products for new businesses as well as development of materials and other technologies that will come to serve as the common foundation for all divisions. There are a multitude of research and development results. From this point forward research and development will continue into new technology themes for every field including E-learning, IT/ITES, ISP etc.

(b) R&D Activities Carried Out by the Business Divisions: In each of our internal divisions various initiatives, centered on the technical departments, are being taken to promote the advanced development of future products that will lead the world in functionality, quality and low cost. The results of these R&D activities are unveiled at an internal technology exhibition in each division. This allows them to absorb the latest technologies and we create opportunities for them to deepen their practical business experience in product development through exchanges with the other technical divisions within IKF technologies and cooperation with other members of IKF group.

Areas in which Research & Development (R&D) is being carried out by the Company are given below,

I) E-learning: In today’s scenario every Company needs e-learning technology to grow. E-learning techniques are required for

the Management of increasing scale and more complex learning challenges. E-learning technology becomes an important toll in reaching employees in widely disturbed locations. IKF can use E-learning technologies in many creative ways to meet demanding business requirements, training needs for personnel working in various departments, common leadership development, sharing of knowledge in variety of engineering disciplines.



II) IT/ ITES: As enterprises embark on their transformation journeys, a reliable IT application backbone becomes ssential

to manage the requirements of an ever evolving business. IKF’s Packaged application portfolio includes the entire gamut of packaged application services right from package evaluation, selection, implementation, post-implementation support and development, version upgrades and Master Data Management services.

IKF has expert practices for the following solutions: a. Customer Relationship Management. b. Supplier Relationship Management. Project Management, oversight and control includes:

Project Planning, Scheduling, Scope/Time/Cost Management, Project Tracking, Project status reporting.

l Software requirement: Requirements Fundamental, Requirements Gathering, Requirements Analysis and Documentation, Requirements validation and Review.

l Software design: Design criteria, Software Structure and Architecture, Implementation Design, signre views.

l Software construction: Organizational Coding Guidelines, Coding, Code reviews, Unit testing.

l Software testing: Test Planning, Test Process, Conducting Test, Test Results and Analysis.

l Software Maintenance: Maintenance planning, Change Management and impact analysis, Maintenance and Change Management process.

l Software Quality Assurance: Quality Planning, Work Product Reviews, Process Tailoring, Metrics, Improvement Actions.

l Configuration & Change Management: Configuration Planning, Change Request Management, Impact Analysis.

(III) ISP : ISP division do R&D related with Internet Services, VoIP Services, Integration Services, Government

policies affecting the telecom industry etc.

l Future Plan: The Company’s plan is to carry on innovations in process development, cost reduction, quality improvement, process implementations and process controls. Your Company will continue to invest in R&D initiatives going forward.

l Expenditure on R&D: As the expenditure on R&D done by the Company forms a very small portion of the total costs, the financial impact on this cost is not material.

2. Technology Absorption, Adaptation and Innovation:(a) Efforts made towards Technology Absorption, Adaptation and Innovation: Research on acquiring solution,

micro strategy, use of state-of-the-art technology for improving the productivity and quality of services and investing in new technology has been done by the Company.

(b) Benefits derived as a result of the above efforts: Going ahead the Company plans to actively acquire new customers using the knowledge and competency required. Encouraging for the continuous innovation.

Imported Technology: During last five years from the beginning of the financial year, no technology has been imported.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:1. Exports, initiatives like increasing exports, development of new export markets for product and

services and export plans etc. to earn foreign exchange: The Company has continued to maintain focus and avail of export opportunities based on economic considerations. Our Company is developing new centre in foreign countries to create new export markets and to provide its products and services globally.

2. Total Earnings and Expenditure in Foreign Currency: (` in’000)

Particulars Year Ended 2016-2017 Year Ended 2015-2016Earnings in Foreign Currency-2013Expenditure Foreign Currency

21,969 41,108

-Revenue Expenditure 0 0


Place : Kolkata

For and on behalf of the Board IKF Technologies Limited


DIN: 00550933



Form No. MR 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, IKF Technologies Limited I have conducted the secretarial audit of the Compliances of applicable statutory provisions and the adherence to good corporate governance practice by IKF Technologies Limited (hereinafter referred to as “the Company”). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, Minutes Book, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised 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 31st March, 2017 (audit period) 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, minutes books, forms and returns filed and other records maintained by the Company, for the financial year ended on 31st March, 2017, 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 there under;

(iii) The Depositories Act, 1996 and the Regulations and bye-laws framed there under ;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowing;

(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; (Not applicable to the

Company during the Audit Period)(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Audit Period); (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; (Not applicable to the Company during the Audit Period)(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not applicable to the Company during the Audit Period)(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period)

(vi) Other Laws.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India under the Provisions of Companies Act, 2013 ; and

(ii) The Listing Agreement entered into by the Company with Stock Exchange(s);

During the financial year under report, the Company has complied with Provisions of the Act, Old Act, Rules, Regulations and Guidelines, standards, etc. mentioned above.

I further report that :

The Board of Directors of the Company is duly constituted with proper balance of Executive Director, Non-executive Directors, Independent Directors and Women Director. Changes in the composition of Board of Directors took place during the year under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the Meeting.

All decisions of Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meeting of Board of Directors and Committee of the Board, as the case may be.

I further report that during the audit period, Company received an order dated April 21, 2015 from SEBI restricting to issue equity shares or any other instrument convertible into equity shares or any other securities for a period of ten years for which Company has filed Appeal before Securities Appellate Tribunal.

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.

We further report that during the audit period the Company has:

(i) Not done any public/Right/Preferential Issue of Shares/Debentures/Sweat Equity etc.

(ii) Not done any redemption/Buy-Back of Securities.

(iii) Not done Merger/Amalgamation/Reconstruction, etc.

(iv) Not done any Foreign technical collaborations.

Annexure V

Date : 28th July, 2017Place : Kolkata

For Pramod Kumar Pal Company Secretary in Practice

ACS : 21983 CP: 8425



(Pursuant to SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015

Corporate Governance PhilosophyIKF Technologies Limited (hereinafter referred to as ‘IKF’ or ‘the Company’), looks upon good corporate governance practices as a key driver of sustainable corporate growth and long-term stakeholder value creation. Good corporate governance is all about enhancing value for all our stakeholders. Your Company believes in ethical business conduct, integrity and commitment to values which enhance and retain stakeholders’ trust and are the hallmarks of good corporate governance. The Company and its employees are committed and adhere to the highest standards of integrity.

Corporate governance is of extreme importance to IKF and our stakeholders. Good corporate governance is delivering sustainable and industry leading financial performance. The Company has a strong legacy of fair, transparent and ethical governance practices.

IKF has implemented relevant systems and procedures to enable corporate governance. Integrity and Transparency are the key drivers of our corporate governance practices which ensures that we gain and retain the trust and confidence of our valuable shareholders all the time . In the conduct of business and in our dealings that affect business, we abide by the principles of honesty, openness and doing what is right and fair. These are the strong principles which guide our behavior at all times.

Corporate Governance at IKF is a value based framework to manage our Company affairs in a fair and transparent manner. As a responsible corporate, we use this framework to maintain accountability in all our affairs, in order to protect the interests of its stakeholders. The Company has set itself the objective of expanding its services and becoming competitive in its business. As a part of its growth strategy, the Company believes in adopting the ‘best practices’ that are followed in the area of Corporate Governance and disclosures. The Board and Management acknowledge its responsibilities towards them for creation and safeguarding their wealth.

In accordance with the IKF Vision, IKF is committed towards value creation. The Company expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Appropriate Governance Structure with defined roles and responsibilitiesThe Company has sound internal governance structure with defined roles and responsibilities of every officer. The Company’s Board of Directors, which in turn governs the Company. The Board has established four Committees to discharge its responsibilities in an effective manner. IKF’s Company Secretary acts as the Secretary to all Committees. The Chairman provides overall direction and guidance to the Board. Concurrently, the Whole Time Director and Chief Executive Officer (WTD and CEO) is responsible for overall implementation. In the operations and functioning of the Company, the WTD and CEO is assisted by a core group of senior level executives

Ethics Policies and CodesAt IKF, we conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes

and policies are:

4 Code for Board of Directors and Board Committees

4 Code of Business Conduct and Ethics for Directors and Senior Management Personnel

4 Code of Conduct for Prohibition of Insider Trading

4 Code of Ethics and Business Policies

4 Code of Conduct for Employees

4 Remuneration Policy for Directors, Key managerial Personnel and other Employees.

4 Vigil Mechanism and Whistle Blower Policy

4 Code of Independent Directors Etc.

REPORT ON CORPORATE GOVERNANCE



Audits and Internal checks and balances. M/s. Mandawewala & Co. Chartered Accountant are the Statutory Auditors of the Company who audit the accounts of the Company.

Ms. Lina Agarwal, Chartered Accountant on 18th January 2017resigned from the post of Internal Auditor, The Board has appointed M/S RASB & Co, Chartered Accountants ( Firm Registration No. 328113E) as the new Internal Auditor of the Company in the Board Meeting held on 11th February, 2017.

Corporate Social Responsibility (CSR)The provision of Corporate Social Responsibility in terms of section 135 of the Companies Act, 2013 does not applies to company , but the company being a corporate citizen accepts its responsibility towards society at large and is committed to discharge it social responsibilities through ethical manner.

Our organisation “IKF Technologies Limited” is committed towards its Corporate Social Responsibility and is working in association with Industrial Training Institutes in Rajasthan as industry partner for educating and training the unemployed youth through imparting the skill training for employability.

Presently we are working as Chief Industry partner in Industrial Training Institute Aklera, Khetri;Attru, Rajasthan.We are conducting various skill training courses in Telecom, BPO, Solar, Agriculture and other skill courses through these Industrial Training Institutes with our sole motto to educate the unemployed youth belonging to medium and lower income group of society in nearby areas so that they can earn their livelihood with pride.

We have done the work of reconstructing and reviving these ITI’s so as to provide the best possible facilities for the unemployed youth of the area. The unemployed, unskilled youth of the village benefited from this step of the organisation. Some glimpse

of the ITI are as under

Shareholders communications The Board recognizes the importance of communication with shareholders and giving a balanced report of results and progress and responding to questions and issues raised in a timely and consistent manner. IKF corporate website (www.ikf-technologies.com) has information for institutional and retail shareholders alike. Shareholders seeking information related to their shareholding may contact the Company’s Registrars and Share Transfer Agents (RTA), details of which are available on the Company’s website.IKF ensures that complaints and suggestions of its shareholders are responded to in a timely manner. A comprehensive and informative shareholders’ reference is appended to this annual report.

Role of the Company Secretary in overall governance process The Company Secretary plays a key role in ensuring that the Board procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for governance matters.

Reference of the Secretarial Standards issued by the Institute of Company Secretaries of India The Institute of Company Secretaries of India (ICSI), has issued Secretarial Standards on important aspects like Board meetings, General meetings, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board’s Report etc. Although standards have become mandatory from 1st July, 2015, and some of these standards are still recommendatory in nature, the Company substantially makes attempts to adhere to these standards voluntarily.

REPORT ON CORPORATE GOVERNANCE (Contd.)



The Three-Tier Corporate Governance Structure at IKF includesI. Governance by Board: On behalf of the Shareholders, the Board leads the strategic management of the Company, exercises supervision

through direction and control and appoints various Committees to handle specific areas of responsibilities. The Board act as a trustee to protect and enhance the shareholder value by giving strategic direction to the Company . The Board as a trustee has fiduciary duty to see that the Company has well defined clear goals aligned to shareholders growth and value.

II. Governance by the Sub-Committees of the Board: The Committees of the Board and Executive Management appointed by the Board take up specific responsibilities and

day-today tasks to ensure that the activities of the Company run according to the strategies set by the Board. Our Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee. All decisions and recommendations of the Committees are placed before the Board for information or approval.

III. Governance to Shareholders: Shareholders appoint and authorize the Board of Directors (‘Board’) to conduct business with objectivity and ensure

accountability.

First Tier: Governance by the Board(a) Board Composition: The Company has a judicious and proper mix of Executive and Non-Executive Directors on its Board in conformity with

the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, and had one woman Director on Board. The chairman of the Company Mr. N.V Simhadri who was a Non-Executive and Independent Director placed his resignation to Board of Directors for physical illness w.e.f 11th February, 2017 the company took on record his sincere co-operation and effort towards ensuring good corporate governance.

None of the Director is a director in more than 20 (twenty) companies or member of more than 10 (ten) committees or act as Chairman of more than 5 (five) Committees across all Companies in which they are Directors.

Details of number of Directorships and Committee Memberships held by Directors in companies other than IKF Technologies Limited as on March 31, 2017 are given below:

Name of the Directors Category DesignationDate of

Appointment

Number of Directorship

in other Indian Public Companies *

Other Committee position held **

No. of Board Meeting AttendedAs

ChairmanAs

Member

Ms. Nidhi SharmaIndependent Non Executive Woman Director

Director 30-Jan-12 1 - 5 4

Mr. Umesh Bhat Independent Non Executive Director Director 20-Jan-12 2 - 5 2

Mr. Sunil Kumar Goyal Executive Director Whole-Time Director & CEO 19-May-12 2 - 6 4

Mr. N.V . Simhadri Independent Non Executive Director Chairman 19-Oct- 2010 - - - 3

• The number of directorship excludes directorship of professional bodies, foreign companies, company under section 8 of the Companies Act, 2013.

• Other Committee position represents only membership/chairmanship of Audit Committee & stakeholder Relationship Committee of Indian Public Companies.

• Mr. N.V. Simhadri resigned from the Board with effect from 11.02.2017

• All Directors have given a declaration that they do not disqualify under the provision of Section 164 (2) of the Companies Act, 2013.

Further all the Independent Directors of the Company furnish a declaration at the time of their appointment and also they qualify the conditions of their being independent as laid down under the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013. All Such declaration are placed before the Board.




(b) Board Meetings: The calendar of Board meetings is decided in consultation with the Board and the schedule of such meetings is

communicated to all Directors in advance, to enable them to schedule their effective participation during Board meetings. The Board meets at least once in a quarter to review the quarterly results and other items of agenda. The Board being represented by Independent Directors from various parts of India, it may not be possible for each of them to be present physically at all the meetings and hence we use video / tele conferencing facilities to enable their participation. 4(Four)

Board meetings were held during the year ended 31st March 2017.

Sl. No. Date of Board Meeting During the Quarter Board Strength No. of Directors Present

1. 30-Apr-2016 April 2016-June 2016 4 4

2. 02-Jul-2016 July 2016-September 2016 4 3

3. 27-Oct-2016 October 2016-December 2016 4 3

4. 11-Feb-2017 January 2017-March 2017 4 3

(c) Attendance of Directors at the previous Annual General Meeting For the financial year 2015-16, we had our Annual General Meeting on Friday, 26th August, 2016. The meeting was

held at The Convergence Centre, DPSC, Plot no. X-1, 2 & 3, Block – EP, Sector V, Salt Lake, Kolkata – 700 091 and was attended by Mr. N.V. Simhadri (Chairman).

(d) Directors retiring by rotation Mr. Sunil Kumar Goyal will be retiring by rotation and being eligible, offers himself for re-appointment in the ensuing 18

(Eighteenth) Annual General Meeting (AGM).

Their brief resume is attached to the notice of the AGM. The Board has recommended the same and seeks Shareholders’ approval.

(e) Changes in composition Mr. N.V Simhadri, ceased to be a director w.e.f 11th February, 2017.

(f) Terms and Conditions for Appointment of Independent Directors The terms and condition of appointment of the independent Directors are subject to the provisions of the applicable

laws, including the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 along with the Articles of Association of the Company. The maximum tenure of independent directors is in accordance with the Companies Act 2013 and rules made there under. The code of conduct contains the duties of the Independent Directors laid down in Companies Act, 2013.

The Nomination and Remuneration Committee of the Company recommend Independent Director on Board after considering the requirement and efficiency of the person who can effectively contribute to the Company’s business and policy decisions. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and

Memberships held in various committees of other companies by such persons. The Company has separate code for Independent Director. The Board considers the Committee’s recommendation, and takes appropriate decision.

(g) Meeting of Independent Directors Schedule IV of the Companies Act and the rules made thereunder mandate that the Company’s Independent Directors

meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs, risk faced by it, the flow of information to the Board, leadership strengths and weakness, compliance matters and performance of the executive on the Board, including the Chairman. During the year 2016-17 the independent Directors met on 27th October, 2016.

(h) Code of Business Conduct and Ethics for Directors/ Management Personnel The Code of Business Conduct and Ethics for Directors and Senior Management Personnel (‘the Code’), as adopted by

the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel.

The Company’s Board and Management Personnel are responsible for, and are committed to, setting the standards of conduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance, effectiveness and responsiveness to the needs of local and international investors and other stakeholders as also to reflect corporate, legal and regulatory developments. This Code should be adhered to in letter and in spirit’.




A copy of the Code has been put on the Company’s website (www.ikf-technologies.com). The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them annually.

A declaration signed by the Company’s WTD & CEO Mr. Sunil Kumar Goyal is published in this Report.

(i) Directors Shareholding Details in the Company as on 31st March, 2017

Name of the Directors

Category DesignationOpening Balance (No of Eq. shares of Rs. 1/- each)

Additions during the year (No of

Eq. shares of Rs. 1/- each)

Deletions during the year (No of

Eq. shares of Rs. 1/- each)

Closing Balance (No of Eq. shares of Rs. 1/- each)

Mr. Umesh Bhat Independent Non Executive Director Director - - - -

Ms. Nidhi Sharma Independent Non Executive Director Director - - - -

Mr. Sunil Kumar Goyal Executive Director Whole-Time Director & CEO 5400000 - - 5400000

Board AgendaThe Company Secretary in consultation with the Executive Director drafts the agenda for each meeting, along with explanatory notes, and distributes these in advance to the directors. Every member of the Board can give their suggestion for inclusion of additional items in the agenda. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting.

Recording minutes of proceedings at Board and Committee meetingsThe Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

Post meeting follow-up mechanismThe guidelines for Board and Board Committee meetings facilitate an effective post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees thereof. Important decisions taken at Board/Board Committee meetings are communicated promptly to the concerned departments/divisions. Action-taken report on decisions/minutes of the previous meeting(s) is placed at the succeeding meeting of the Board/Board Committee for noting.

Second tier: Governance by the Sub-Committees of the BoardBoard CommitteesThe Board has constituted the following committees keeping in view the requirements of the Companies Act, 2013 as well as SEBI (LODR) Regulations, 2015 also with an objective to have a more focused attention on various facets of business

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

4. Management Committee

5. Risk management Committee

1. Audit Committee

Composition, Meetings and Attendance during the financial year 2016-17:The Board has a duly constituted Audit Committee in accordance with the provisions of the Companies Act, 2013 and Regulation 18 of SEBI (LODR ) Regulation, 2015.

All the members of the committee as financially literate and the composition of the Audit Committee meets the specified requirements. Generally the Statutory Auditors, Internal Auditors, Chief Financial officer are Invitee to the meetings of the Committee. The Company Secretary acts as secretary to the committee.




The Composition and attendance of the members of the Audit Committee are as follows:

Name Designation CategoryNumber of Meetings during the year 2016-17

Held Attended

Mr. N.V. Simhadri ChairmanIndependent and Non-Executive Director

4 4

Ms. Nidhi Sharma MemberIndependent and Non-Executive Director

4 4

Mr. Umesh Bhat MemberIndependent and Non-Executive Director

4 2

• w.e.f 11.02.2017. Mr. N. V Simhadri ceased to be the chairman of Audit Committee

Powers of the Audit Committee

ü To investigate any activity within its terms of reference;

ü To seek information from any employee;

ü To obtain outside legal or other professional advice; and

ü To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of the Audit Committee inter alia, includes the following:The Audit Committee was constituted in terms of Section 177 of the Companies Act, 2013 and is governed by the terms and reference as laid down under the provisions of the Companies Act,2013. And Regulation 18 of SEBI (LODR) Regulations, 2015 which includes

(i) Oversee the financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

(ii) Recommend for appointment, remuneration and terms of appointment of auditors;

(iii) Approve payment to statutory auditors for any other services rendered by statutory auditors;

(iv) Review with the management, the annual financial statement and auditor’s report thereon before submission to the board for approval, with particular reference to;

lMatters required to be included in the Directors’ Responsibility Statement to be included in the Directors’ Report in terms of sub-section (5) of Section 314 of the Companies Act, 2013;

lChanges, if any, in accounting policies and practices and reasons for the same;

lMajor accounting entries involving estimates based on the exercise of judgment by the management;

lSignificant adjustments made in financial statements arising out of audit findings;

lCompliance with listing and other legal requirements relating to financial statements;

lDisclosure of related party transactions;

lmodified option (s) in the draft audit report;

(v) review and monitor the auditors’ independence and performance, and effectiveness of audit process.

(vi) Approve or subsequently modify the transaction with related parties.

(vii) Scrutinize inter-corporate loans and investments

(viii) Undertake valuation of undertakings or assets of the Company, wherever it is necessary;

(ix) Evaluate internal financial controls and risk management systems;

(x) Review with the management, performance of statutory and internal auditors, and adequacy of internal control systems;

(xi) Review 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;

(xii) Discuss with internal auditors any significant findings and follow up thereon;

(xiii) Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or failure of internal control systems of a material nature and reporting the matter to the board;

(xiv) Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;




(xv) Look into the reason for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends;

(xvi) Review the functioning of the whistle blower mechanism;

(xvii) Approve appointment of chief financial officer after assessing the qualifications, experience and background, etc of the candidate;

(xviii) Perform any other activity consistent with these terms of reference and applicable laws that the committee deems necessary or appropriate or as may be requested by the Board from time to time.

lThe Management Discussion and Analysis of financial condition and results of operations; lStatement of significant related party transactions (as defined by the Audit Committee), submitted by management; lManagement letters/letters of internal control weaknesses issued by the statutory auditors; lInternal audit reports relating to internal control weakness issued by the internal auditors; lThe appointment, removal and term of remuneration of the chief internal auditor shall be subject to review by the

audit committee; lStatement of deviation;

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32 (1) of SEBI (LODR) Regulations, 2015,

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32 (7) of SEBI (LODR) Regulation, 2015.

2. Stakeholders Relationship CommitteeComposition, Meetings and Attendance during the financial year 2016-17:The board has a duly constituted Stakeholders Relationship Committee in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The Committee specifically looks into the redressal of shareholders complaints like transfer of shares , non-receipt of balance sheet, non-receipt of declared dividends, issue of duplicate shares etc.

The Composition and attendance of the members of the Stakeholders Relationship Committee are as follows:


Held Attended

Mr. N.V. Simhadri Chairman Independent and Non-Executive Director 2 2

Ms. Nidhi Sharma Member Independent and Non-Executive Director 2 2

Mr, Sunil Kumar Goyal Member Executive Director 2 2

1. Mr.N.V Simhadri ceased to be a member w.e.f 11th February, 2017.

2. The Company Secretary acts as the secretary to this committee.

Terms of Reference of the Committee, inter alia, includes the following:üOversees and review all matters connected with Transfer / transmission of shares.

ü Issue of share certificate in lieu of lost, sub-divided, consolidated, rematerialized, transposition or defaced Certificates.

ü Review of shares dematerialized and all other related matters.

ü Investors’ grievance and redressal mechanism.

ü The redressal of Investors/Shareholders complaints relating to non-receipt of Annual Report, notices and dividend etc.

ü Oversees the performance of the Registrar and Share Transfer Agent.

ü Monitor implementation of the Company’s Code of Conduct for Prohibition of Insider Trading.

ü Recommend methods to upgrade the standard of services to investors.

ü Comply with all such directions of SEBI, Stock Exchanges, Ministry of Corporate Affairs and other regulatory bodies w.r.t. shareholders/investors rights and market regulations, from time to time.

ü Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable




Details of complaints/requests etc, received and resolved for the year ended March 31, 2017 are as below:

Complaints pending as on 1st April, 2016 0

Complaints received during the year ended 31st March, 2017 0

Complaints resolved during the year ended 31st March, 2017 0

Complaints pending as on 31st March, 2017 0

3. Nomination and Remuneration CommitteeThe Board has constituted a Nomination & Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulation, 2015.

The purpose of the Nomination and Remuneration Committee is to review individuals qualified to serve as independent directors, executive directors and non executive directors as per the criteria laid down as well as approved by the Board. The Committee also has the overall responsibility of approving and evaluating the remuneration plans, policies and programs for Directors, Executive Directors and Senior Management.

Composition, Meetings and Attendance during the financial year 2016-17:The Composition of the Nomination and Remuneration Committee and the attendance of Independent Directors of the Committee during the financial year 2016-17 are as follows:


Held Attended



Mr. Sunil Kumar Goyal Member Executive Director 4 4

l Mr.N.V Simhadri ceased to be a member w.e.f 11th February, 2017.

l The Company Secretary acts as the secretary to this committee.

The terms of reference of the Nomination and Remuneration Committee are as follows:üThe Committee shall review the performance of the Executive Director, on the basis of detailed performance parameters set

for the Executive Director at the beginning of the year;

üThe Committee may, from time to time, also evaluate the usefulness of such performance parameters, and make necessary amendments.;

üThe Committee may also make recommendations to the Board with respect to incentive plans;

üThe Committee shall recommend appointment of Independent Director to the Board;

üThe Committee shall make regular reports to the Board;

üReview and approve the overall budgetary increment proposals for annual increase of compensation and benefits for the employees;

üReview and approve any disclosures in the annual report or elsewhere in respect of remuneration policies or Directors’ compensation.

Nomination and Remuneration Policy of the Company: The Remuneration of the Executive Director is recommended by the Nomination and Remuneration Committee. Based on criteria such as Industry benchmarks, Company’s performance vis-à-vis the Industry, responsibility shouldered, performance/ track record, macro-economic view etc. The Company pays remuneration by way of salary to its Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the Board

Members and Shareholders.

The Company does not pay any remuneration to the Non-Executive Directors.




Details of Remuneration/sitting fees paid to the Directors during the year 2016-17:The Remuneration determined for the Executive Director is subject to the approval of the Board of Directors and the Members.

To Non-Executive/Independent Directors’ Remuneration:Non-Executive Directors are entitled to sitting fee and out of pocket expanses only. Notice pay is not applicable to the Non-Executive Directors. There is no severance, commission pay to any of the Non-Executive Directors.

During the Financial Year 2016-17, the Company has not advanced any loans to any of its Directors.

There is no specific period of contract of service for Chairman. The notice period in case of resignation is 1 month.

Details of the sitting fees paid and commission payable during the year 2016-17 are as follows:( Amt. in `)

Directors Sitting fee Commission Total

Mr. N. V. Simhadri 75000 - 75000

Ms. Nidhi Sharma 100000 - 100000

Mr. Umesh Bhat 50000 - 50000

Note: All Members of different Committees unanimously waived their sitting fees for all Committee Meetings of the financial year 2016-17

Mr. N.V Simhadri ceased to be director w.e.f 11.02. 2017.

Executive Director’ Remuneration:Remuneration paid to Mr. Sunil Kumar Goyal, Whole Time Director during the financial year 2016-17 was Rs. 12,00,000/- and other out of pocket expenses.

Ø The existing agreement with the Executive Director, Mr. Sunil Kumar Goyal is for a period of three years w.e.f. 30th May, 2015. The Company in its 16th Annual General Meeting held on 7th August, 2015 has approved the appointment of Mr. Sunil Kumar Goyal as Whole Time Director.

Ø He is also Chief Executive Officer of the Company.

Ø Remuneration package of Mr. Sunil Kumar Goyal includes only salary and no bonuses, pension, stock option etc. are payable to him.

Ø No Commission or performance linked incentives are payable to Mr. Sunil Kumar Goyal.

Ø There is no separate provision for service contract, notice period and payment of severance fees.

Ø The Company does not have any scheme for grant of Stock Option to its Directors or other employees.

Mr. Sunil Kumar Goyal hold 1.25% paid-up equity shares of IKF Technologies Limited.

4. Management Committee:The Board had constituted a Management Committee to handle any merger, acquisition and demerger etc. opportunities for the Company and other key strategic activities.


Held Attended




1. Mr. N.V Simhadri ceased to be the chairman of the committee w.e,f 11th February, 2017

Management Committee is responsible for:ü Approval for entry into new business areas;

ü Approval for setting up new centers in and outside India;




ü Investment in the equity of any other company;

ü Approval for any merger or acquisition or demerger opportunities, including any funding arrangements entered into by the Company for such activities; and

ü Approval for any organic or inorganic growth of the Company.

5. Risk Management Committee: The company has duly constituted a Risk Management Committee, The committee identifies risks inherent in any business

operation of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks.

The board has formulated a risk management policy.

Details of Composition of the Risk Management Committee


Held Attended



Mr. Umesh Bhat Member Independent and Non-Executive Director 3 3


1. Mr. N.V Simhadri ceased to be the member of the committee w.e.f 11th February, 2017

The Risk Management Committee lays down procedures:A) To inform Board members about the risk assessment and minimization procedures.

B) Framing, implementing and monitoring the risk management plan for the company.

C) Any other matter that may be entrusted to the Committee by the Board.

Board Disclosures - Risk ManagementThe Company has established effective risk assessment and minimization procedures, which are reviewed by the Board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The structure also comprises of risk identification and assessment by the concerned departments, identification of controls in place/ mitigation process in place, updating of risk registers by various departments if required.

These reports are consolidated and presented before the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements.

Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall. A detailed report on risk management is provided herewith in this Annual Report.

Third Tier: Governance to Shareholders18th Annual General Meeting (‘AGM’)The Eighteenth Annual General Meeting for the year 2016-17 is scheduled on 31st day of August, 2017 at 03.00 p.m. at Convergence Centre, DPSC, and Plot No. X - 1, 2 and 3; Block EP, Sector - V, Salt lake, Kolkata – 700 091, West Bengal, India.

Those of you, who cannot attend the meeting in person, can appoint a proxy to represent you in the meeting, for which you need to fill in a proxy form and send it to us, before 03.00 p.m. of 29th August, 2017.




Annual General Meetings of earlier three years

Financial Year Date Time Venue Special Resolution Passed

2015-16 26th August, 2016 03.00 pm

17th AGM

The Convergence Centre,

DPSC, Plot No. X - 1, 2 and 3.

Block EP, Sector - V, Salt lake,

Kolkata – 700 091, West Bengal, India

No Special Resolution was passed.

2014-15 7th August, 2015 03.00 pm

16th AGM

The Convergence Centre,

DPSC, Plot No. X - 1, 2 and 3.

Block EP, Sector - V, Salt lake,

Kolkata – 700 091, West Bengal, India


2013-14 19th September, 2014 03.00 pm

15th AGM

Rang Darbaar – Swabhumi,

89C, Moulana Abul Kamal Azad Sarani, Kolkata –

700 054, West Bengal, India


Extra-Ordinary General Meetings (‘EGM’) of earlier three yearsNo EGM was conducted in the financial year 2016-17, 2015-16, 2014-15.

Postal BallotNo Postal Ballot was conducted during the financial year ending March 31, 2017.

Disclosure:

ØRelated Party Transaction: None of the transactions with any of related parties were in conflict with the Company’s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.6 of Standalone Financial Statements, forming part of the Annual Report.The Company’s major related party transactions are generally with its subsidiary.

All related party transactions are negotiated on arms length basis, and are intended to further the Company’s interests.

ØDetails of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchanges or Securities and Exchange Board of India (‘SEBI’) or any statutory authority, on any matter related to capital markets, during the period from 1st April, 2016 to 31st March, 2017: During the last three years, SEBI has issued a Final order in connection with the alleged irregularisation in the GDRs issued by the Company in March, 2007 & May, 2009, whereby SEBI directed IKF not to issue equity shares or any other instrument convertible into equity shares or any other security for a period of six years two months. The Company has challenged this order before the Hon’ble Securities Appellate Tribunal.

ØDisclosure of Accounting Treatment: The Company has followed the Accounting Standards issued & notified by the Institute of Chartered Accountants of India in preparation of its financial statements for the year 2016-17. The financial statements have been audited by M/s. Mandewewala & Co., Chartered Accountants, and Statutory Auditors of the Company and have been discussed with the Audit Committee. The Company has adequate Internal Control systems to identify and mitigate the risk.

ØCode of Conduct: In pursuance to Regulation 17 (5) of the SEBI (LODR) Regulation, 2015 the Company has adopted the “Code of Conduct for Board of Directors & Senior Management Personnel” and the same has been circulated and posted on the Company’s website www.ikf-technologies.com. The Board of Directors & Senior Management Personnel has given their declarations confirming compliance of the provisions of the above Code of Conduct for the year ended 31st March, 2017.

Ø Periodic Reviews & Reporting: The Company conducts the periodic reviews and reporting to the Board of Directors regarding Risk Assessment by the Senior Executives with a view to minimize the risk.

ØWhistle Blower Policy: The Company has adopted an effective Whistle Blower mechanism enabling stakeholders, including individual employees to freely communicate their concerns about illegal or unethical practices. The Whistle Blower policy of the Company has been displayed on the webste : www.ikf-technologies.com .




ØCompliance with Mandatory Requirements: The Company has complied with the Mandatory requirements as stipulated under Regulation 27(2) of the (Listing Obligations & Disclosures Requirements,) Regulations, 2015 with the Stock Exchanges to the extent apply to the Company.

Reconciliation of Share Capital Audit Report:

Practicing Company Secretary Ms. Chanchal Sharma reconciled the Total Share Capital with National Securities Depositories Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) and the total issued and Listed Capital. The Audit confirms that the total issued/paid-up capital is in aggregate with the total number of Shares in physical form and the total number of dematerialised shares held in electronic mode with NSDL & CDSL.

Certificate under Clause 47C of the Listing Agreement & under Regulation 40(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 :

As per the requirement of Regulation 40 (9) of the SEBI (LODR) Regulation, 2015 a Certificate from Practicing Company Secretary Ms. Chanchal Sharma has been received within 1 month from the end of each half of the financial year. Share Certificates relating to Share transfer deed received during the period 1st April, 2016 to 30th September, 2016 has been entered in Memorandum of Transfers and had been issued within stipulated time. The Company has not received any request of transfer or transmission of its shares during the period 1st October, 2016 to 31st March, 2017 and as required under Regulation 40(9) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015. There were no requests received by the Company for subdivision, consolidation, split certificate, duplicate issue, renewal and exchange during the year 2016-17.

Secretarial Standards:

The Institute of Company Secretaries of India (ICSI) has issued Secretarial Standards on various important facets of corporate functioning and management. Although these standards are still recommendatory in nature, as a measure of good governance, the Company has voluntarily adopted few aspects of it and complied with the ICSI Secretarial Standards on meetings of Board of Directors, General Meetings, Registers and Returns, Minutes, Transmission of Shares, Passing of Resolutions by Circulation, Affixing of Common Seal and Board’s Report.

Unclaimed Dividend:

Section 124 of the Companies Act, 2013 (Section 205C of the Companies Act, 1956), mandates that Companies transfer dividend has been unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). No dividend has been declared since last seven years and no unclaimed dividend is liable to be transferred to the IEPF during the year.

Subsidiary Companies’ Monitoring Framework:

All Subsidiary Companies are Board managed with their Boards having the rights and obligations to manage such companies in the best interest of their stakeholders. The Company have material unlisted subsidiary, and hence, is required to nominate an Independent Director of the Company on the Board of subsidiary. Mr. Umesh Bhat and Ms. Nidhi Sharma, Independent Non-Executive Director has been appointed on the Board of Subsidiary. The Company has two wholly owned subsidiaries and one associate company viz

Name Subsidiary ProfilePercentage (%) of

Shareholding

IKF Green Fuel Limited Subsidiary CompanyA Company incorporated in India under the Companies Act, 1956. Registered Office is situated at Shillong (Meghalaya).

99.93%

IKF Telecom Inc. Subsidiary CompanyA Company organized under the laws of Delaware, U.S.A.

100%




The Company monitors the performance of Subsidiary Companies, interalia, by the following means:

ü Copy of the Minutes of the Meetings of the Board of Directors of the Subsidiary Companies is tabled before the Company’s Board.

ü Financial results of the Subsidiary Companies are reviewed quarterly by the Company’s Audit Committee and tabled before the Company’s Board.

Means of CommunicationAt IKF, we would like to constantly communicate to our investors and stakeholders about our operations and financial results. The transcripts of the quarterly earnings calls with analysis have also been published on our website.

ØQuarterly Results: In Compliance with Regulation 33 of the (Listing Obligations & Disclosures Requirements,) Regulations, 2015, the Company regularly intimates the Un-audited and Audited Financial Results to the Stock Exchanges as soon as the same are approved and taken on record by the Board.

ØNewspaper Release: The Un-audited and/or Audited results along with other half-yearly reports of the Company are published in the performa under the Listing Agreement in one English Newspaper (normally in Business Standard) having wide circulation and another in Vernacular Language i.e. in Bengali Newspaper (normally in Ek Din), we also display it on website of the Company i.e.(www.ikf-technologies.com). However, only the Annual Results are sent to the Shareholders of the Company.

ØNews releases, presentations, among others: Official news releases and official media releases are sent to Stock Exchanges and we also display it on website of the Company i.e.(www.ikf-technologies.com).

ØWebsite: In compliance of Regulation 46 of the (Listing Obligations & Disclosures Requirements,) Regulations, 2015 , the Company is maintaining a functional website i.e. (www.ikf-technologies.com) containing the basic required information about the Company. The Company’s website contains a separate dedicated section ‘Investors’ where shareholders’ information is available

Ø Support through Exclusive email-id: As per Regulation 46 of SEBI (LODR) Regulation, 2015 Listing Agreement, the Company has created exclusive email id for redressal of investor grievances. Contact information of Designated Official responsible for assistance and handling shareholders/investor grievances is:

The Company SecretaryIKF Technologies Limited2nd Floor, Plot No. J-1/12, Block EP & GP,Sector V, Salt Lake, Kolkata – 700 091West Bengal, IndiaTel No.: +91 33 23572610Fax No.: +91 33 23572612

E-mail: [email protected]; [email protected].

ØIn case of any query Investors/Shareholders may also contact Registrar and Share Transfer Agent on [email protected]; [email protected].

Ø Annual Report: The Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Corporate Governance Report and Management’s Discussion and Analysis Report forms part of the Annual Report and it can be downloaded from Company website (www.ikf-technologies.com).

ØChairman’s Message: The printed copy of the Chairman’s speech is distributed to shareholders at Annual General Meetings. The document is also placed on the Company’s website (www.ikf-technologies.com) and sent to Stock Exchanges.

ØBSE Corporate Compliance & Listing Centre (the ‘Listing Centre’): All periodical compliance filings like shareholding pattern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

Ø SEBI Complaints Redress System (SCORES): SCORES is a centralised web-based complaints redress system where Action Taken Reports (ATRs) can be uploaded and actions taken can be viewed by Investor and other agencies on the complaint to get its current status.




General Shareholder Information

Corporate Identity Number (‘CIN’)Corporate Identity Number (CIN) allotted by the Ministry of Corporate Affairs, Government of India, is L72200WB2000PLC111253 and the Company Registration No. is 111253 of 2000. Your Company is registered in the State of West Bengal, India.

Annual General Meeting

Date : 31st August, 2017

Time : 3:00 p.m.

Day : Thursday

Venue : The Convergence Centre,

DPSC, Plot No. X - 1, 2 & 3.

Block EP, Sector - V,

Salt lake, Kolkata – 700 091.

Financial Year 1st April 2016 to 31st March 2017.

Financial Calendar (tentative) Results for the quarter ending

June 30, 2016- Second week of August, 2016 September 30, 2016 - Second week of November, 2016 December 31, 2016 -Second week of February, 2017 March 31, 2017 - Fourth week of May, 2017 Annual General Meeting in the Month of August, 2017

Date of Book Closure: 29th August, 2017 to 31st August, 2017 (both days inclusive)

Date of Dividend Payment: N.A.Equity Shares Listing on Stock Exchanges

Bombay Stock Exchange Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001

Calcutta Stock Exchange Limited (CSE) 7, Lyons Range, Kolkata 700 064

Indian Depositories

National Securities Depository Limited Trade World. 4th floor, “A” Wing,

Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013

Central Depository Services (India) Limited

Phirozee Jeejeebhoy Towers, 17th Floor, Dalal Street, Mumbai-400 001

Scrip Code/Symbol/ Trading Code Scrip Code/Symbol of Equity Shares BSE – 532414/IKFTECH CSE – 10019274/IKFTECHNO

Payment of Listing Fees Listing fees for FY 2016-17 has been paid to both BSE and CSE.

Payment of Depository Fees Annual Custody fee for the year 2016-17 is paid to NSDL and CDSL.

International Securities Identification Number (ISIN) ISIN (for fully paid-up equity shares): INE052C01027 ISIN (for Global Depository Receipts): US44963E1029




Market Price Data: High, Low during each month of the Financial Year 2016-17

Trading in shares of the Company has been done throughout the year.

The Company’s monthly high and low quotations as well as the total turnover at the BSE is given herein;

The equity shares of the Company were listed in the Stock Exchanges for Financial Year 2016-17. Share price data for each month during the financial year 2016-17 on the Bombay Stock Exchange of India Limited are as mentioned below:

Month Total VolumeHigh(Rs.)

Low(Rs.)

April – 2016 1675627 0.95 0.73

May – 2016 1325387 0.90 0.63

June – 2016 3503701 0.82 0.60

July – 2016 3357533 0.94 0.71

August – 2016 2281646 0.85 0.67

September – 2016 2891620 0.80 0.65

October – 2016 9252820 0.92 0.60

November – 2016 8201508 1.06 0.72

December – 2016 2271397 1.01 0.74

January – 2017 2694282 0.82 0.73

February – 2017 3610766 0.87 0.73

March – 2017 4215706 0.83 0.68

Performance in comparison to broad-based indices such as BSE Sensex, index etc.

List of Top Ten Shareholders of the Company as on 31st March, 2017

Name of the Shareholders No of Shares Percentage (%)

The Bank of New York 122099160 28.36 %

Basmati Securities Limited 16085115 3.74%India Focus Cardinal Fund 10062544 2.34%

B Lodha Securities Limited 2181659 0.51%

Abdul Javed Farooqui 2008000 0.47%

Patangi Trade And Holdings Pvt. Ltd 1597059 0.37%

Shri Parasram Holdings Pvt. Ltd 1425167 0.33%

KII Limited 1350000 0.31%

Puneet Vats 1200000 0.28%

Keshav Anand Karapurkar 1005539 0.23%

Pie-Chart showing Top Ten Shareholders of the Company as on 31st March, 2017




Registrar & Share Transfer Agent Bigshare Services Private Limited1st Floor, Bharat Tin Works Building Opp. Vasant Oasis, Makwana Road Marol, Andheri East Mumbai-400059, MaharashtraTel: 022 62638200, Fax: 022 62638299Email: [email protected]

Share Transfer System: i). Physical Form – Shares in the physical form for transfer, should be lodged with the office of the Company’s Registrar & Share

Transfer Agent, M/s. Bigshare Services Private Limited or at the Registered Office of the Company. The transfers are processed if technically found to be in order and complete in all respect. The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s securities to the Whole Time Director and/or Company Secretary. A summary of transfer/transmission of securities of the Company so approved by the Whole Time Director/Company Secretary is placed at every Board meeting/Stakeholders Relationship Committee (earlier Shareholders’/Investors’ Grievance Committee). The Company obtains from a Practicing Company Secretary a half-yearly certificate of compliance with the share transfer formalities as required under Clause 40 (9) of the SEBI (Listing Obligation and Disclosure Regulation) 2015

Transfers are normally processed within 15 days from the date of receipt, provided the documents are valid and complete in all respect.

SEBI vide its Circular No. MRD/DoP/Cir-05/2009 dated 20th May, 2009 made it mandatory for the transferee(s) to furnish a copy of PAN card to the Company/RTA’s for registration of transfer of shares, for securities market transactions and off-market/private transactions involving transfer of shares in physical form.

For matters regarding shares transferred in physical form, share certificates, change of address, etc., Shareholders should communicate with Bigshare Services Private Limited, Registrar & Share Transfer Agent.

ii). Demat Form – The Company had made arrangements to dematerialise its shares through National Securities Depositories Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) and the Company’s ISIN no is INE052C01027.

As on 31st March, 2017, a total number of the Equity Shares 429836042 comprising 99.83% of the paid-up capital of the Company is in electronic form.

For shares transferred in electronic form, after confirmation of sale/purchase transaction from the Broker, Shareholders should approach their respective Depositary Participant (DP) with a request to debit or credit the account for the transaction. The DP will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to either Company or Registrar and Share Transfer Agent to register such share transfers in electronic/demat form. For matters regarding shares held in demat form and for matters related to change of address, change of bank mandates etc., Shareholders should communicate directly with their respective DP.

Distribution of Shareholding as on 31st March, 2017

Range of Equity Shares

As at March 31, 2017 As at March 31, 2016

No. of Shareholders

(%) No. of Shares (%)No. of

Shareholders(%)

No. of Shareholders

(%)

Up to 5000 75251 91.9781 77706102 18.0468 77969 92.3136 80410243 18.6748

5001-10,000 3381 4.1325 26818967 6.2285 3385 4.0078 26830639 6.2313

10,001-20,000 1594 1.9483 23821773 5.5325 1567 1.8553 23364547 5.4263

20,001-30,000 566 0.6918 14281359 3.3168 543 0.6429 13605810 3.1599

30,001-40,000 249 0.3043 8848558 2.0550 241 0.2853 8566190 1.9894

40,001-50,000 195 0.2383 9209183 2.1388 202 0.2392 9499544 2.2062

50,001-1,00,000 333 0.4070 24412455 5.6696 330 0.3907 24162611 5.6116

1,00,001 and above 245 0.2994 245483043 57.0119 224 0.2652 244141856 56.7005

Total 81814 100.0000 430581440 100.0000 84461 100.0000 430581440 100.0000




Category-wise Shareholding as on 31st March, 2017

Sl. No. CategoryNumber of

Share holders(%) No. of Shares (%)

1. Clearing Member 47 0.574 706558 0.1641

2. Corporate Bodies 576 0.7040 31480829 7.3112

3. Corporate Body-NBFC 3 0.0037 171093 0.0397

4. Foreign Company 2 0.0024 11542 0.0027

5. FIIs 2 0.0024 11412544 2.6505

6. Global Depository Receipts 1 0.0012 122099160 28.3568

7. Group Companies 3 0.0037 33326036 7.7398

8. Non Resident Indians 198 0.2420 5587631 1.2977

9. Promoter / Directors 1 0.0012 5400000 1.2541

10. Public 80981 98.9818 220386047 51.1834

Total 81814 100.0000 430581440 100.000

Column Chart Showing Category-wise Shareholding as on 31st March, 2017

Dematerialisation of shares and liquidity as on 31st March, 2017:Trading in shares of the Company has been done throughout the year.

As on 31st March, 2017, 429836042 Equity Shares comprising 99.83% of the Paid-up Capital of the Company were held in dematerialised form with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

Demat International Securities Identification Number (ISIN) for NSDL and CDSL

ISIN (for fully paid-up equity shares)

INE052C01027

Particulars No. of Shares Percentage (%)

NSDL 185943055 43.184 %

CDSL 243892987 56.643%

PHYSICAL 745398 0.173%

Total 430581440 100.0000


As on March 31, 2017, the number of shares held in dematerialized and physical mode are as under



LiquidityPresently the Company’s Equity Shares are among the liquid and actively traded shares on the Indian Stock Exchange.

Outstanding GDRs / Warrants and Convertible Instruments, Conversion Date and likely impact on EquityGDRs: Outstanding GDRs as on 31st March, 2017 represent 4069972 GDRs constituting 28.36% of Company’s paid-up Equity Share Capital. Each GDR represents thirty underlying equity shares in the Company. GDR is not a specific time-bound instrument and can be surrendered and converted into the underlying equity shares in the Company. The shares so released in favour of the investors upon surrender of GDRs can either be held by investors concerned in their name or sold off in the Indian secondary markets for cash.

Registered Office and Address for correspondences

Mr. Rajneesh Mishra

Company Secretary and Compliance Officer IKF Technologies Limited

2nd Floor, Plot No. J - 1/12, Block EP & GP,

Sector V, Salt Lake, Kolkata – 700 091

West Bengal, India

Tel No.: +91 33 23572610/11

Fax No.: +91 33 23572612

E-mail: [email protected]; [email protected]

Website: www.ikf-technologies.com

Details of Compliance with mandatory requirements and adoption of Non-Mandatory Requirements under Regulation 34(3) and 53(f) read with Schedule V paragraph (C) (10) of SEBI (Listing Disclosure & Obligations Requirement), Regulation 2015.The Company has disclosed and complied with all the mandatory requirements under Regulation 34(3) and 53(f) read with Schedule V paragraph (C) (10) of SEBI (Listing Disclosure & Obligations Requirement), Regulation 2015. The details of these compliances have been given in the relevant sections of this report.

Among the non-mandatory requirements of Regulation 34(3) and 53(f) read with Schedule V paragraph (C) (10) of SEBI (Listing Disclosure & Obligations Requirement), Regulation 2015., the Company has complied with the following:

Ø Reporting of Internal Auditor: The Internal Auditor reports directly submited to the Audit Committee/Board.

Ø Compliance of Prohibition of Insider Trading Regulations: Your Company has comprehensive guidelines on prohibiting insider trading and the Company has adopted the code of internal procedures and conduct for listed companies notified by the SEBI.

Ø Whistleblower Policy: The Company has a Whistleblower Policy and no personnel are denied access to the Audit Committee.

Ø Information to Shareholders: Half-yearly financial results, including summary of the significant events are currently not being sent to the Shareholders of the Company. However, quarterly results are posted at the Company’s website at www.ikf-technologies.com, in addition to being published into two newspapers, one in English and another in vernacular language.

Ø Others: The other non-mandatory requirements such as training of Board Members, Mechanism for Evaluating the Non-Executive Board Members will be implemented by the Company, as and when required and/or deemed necessary by the Board.




Governance by the ManagementManagement Discussion and Analysis ReportThe Management Discussion and Analysis Report as required by Regulation 34 (e) of the SEBI (LODR) Regulation,2015 is given as separate statement.

CEO/CFO CertificationThe CEO/CFO certification has been submitted to the Board. The report is enclosed separately.

Compliance of Insider Trading NormsThe Company has adopted the code of internal procedures and conduct for listed companies notified by the SEBI prohibiting insider trading.

Share Transfer SystemShares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval of transfers. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As bulk of the Company’s shares are currently traded in dematerialized form, the transfers are processed and approved in the electronic form by NSDL / CDSL through their depository participants. Bigshare Services Private Limited is the common Share Transfer Agent for both physical and dematerialised mode.

Corporate GovernanceYour Directors affirm their commitment to Corporate Governance code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Report on Corporate Governance as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A Certificate from M/S Mandawewala & Co., Statutory Auditors conforming compliance of conditions of Corporate Governance is attached separately

CODE OF BUSINESS CONDUCT AND ETHICS FOR

DIRECTORS AND MANAGEMENT PERSONNEL

DECLARATION

All the Board Members and the Senior Management personnel have affirmed their compliance with the ‘Code of Conduct for the Directors and Senior Management’ of the Company for the period from 1st April, 2016 to 31st March, 2017 in terms of Regulation 26(3) of the Listing Agreement with the Stock Exchanges.

The said Code of Conduct for the Director and Senior Management is posted on the website of the Company, namely, www.ikf-technologies.com

Date: 28th July, 2017 Sunil Kumar Goyal Place: Kolkata Whole Time Director

DIN: 00550933




AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members of IKF Technologies Limited

We have examined the compliance of conditions of Corporate Governance by IKF Technologies Limited (‘’The Company”)

for the year ended March 31, 2017, as referred to in the Regulation 15 (2) of the Listing Regulations for the period 1st April,

2016 to 31st March, 2017.

The compliance conditions of Corporate Governance are the responsibility of the management. Our examination was limited

to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the

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 explanation given to us and the representations made by

the Directors and management, we certify that the Company has complied with the conditions of Corporate Governance as

stipulated in the above mentioned SEBI (LODR) Regulation, 2015.

We. 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.

1, British Indian Street For Mandawewala and Co.1st Floor, Suite No. 110D, Chartered AccountantsKolkat-700 069 Firm Registration No. 322130E

CA Swati Singhal

Date: 28th July, 2017 Partner

Place: Kolkata Membership No. 308308



FORWARD LOOKING STATEMENT:

Nothing can move purposefully ahead without certain material objective which can be termed as in corporate world as Forward Looking statement, and in respect of our company it purely based on our future expectation, past experience and present capacity, it concerns our future growth prospect which are based on our current expectation and faith on our ability surrounded with some assumptions concerning future events, number of risk and uncertainties and other uncontrollable factors that could cause some deviation in the actual result. These risk and uncertainties include but are not limited to a slowdown in the economies and sectors in which our client operate, a slowdown in the BPO and IT Services Sectors, the risk and uncertainties arising from our past and future acquisition , our ability to convert bookings to revenue, our ability to manage growth, factor which may impact our cost advantage, wage increase, our ability to attract and retain skilled professionals, risk and uncertainties regarding fluctuations in our earnings, dependence on tax legislation, general economic condition affecting our industry as well as other risk. The company may from time to time make additional written and oral forward-looking statements, and also undertakes no obligation to update any forward looking statement that may be made from time to time by or on behalf of the Company

OVERVIEW

IKF Technologies Limited (“IKF” or “the Company”) along with its subsidiaries has been able to make a robust presence in the world of IT & ITes services and is matured enough to withstand any kind of evolution in the IT sector and more capable to imbibe any change this field. It is only because of this the IKF Group has been able to offer multi faceted service like business outsourcing services, technology services, software Product, education and Internet services etc.

On the front of cultivating new technology the company is seriously thinking on “LIFI” technology which can provide lighting fast internet services.

USE OF 5S IN IT/ITES, BPO & SERVICE INDUSTRY5S is a lean tool which helps in work place organization. It is a list of five Japanese words and their translation in English.

(Seiri) Sorting and Prioritizing: Going through all the tools, materials, etc., in the work area and keeping only the essential items. Everything else is stored or discarded.

(Seiton) Straighten or Set in Order: Focuses on efficiency, by arranging the tools, equipment, visual dashboards and parts in a manner that promotes work flow. For everything there should be place and everything should be in its place.

(Seisõ) Shining or Cleanliness: Systematic Cleaning or the need to keep the workplace clean as well as neat. At the end of each shift, the work area is cleaned up and everything is restored to its place.

(Seiketsu) Standardizing: Standardized work practices or operating in a consistent and standardized fashion. Everyone knows exactly what his or her responsibilities are to keep above 3S’s.

(Shitsuke) Sustaining the discipline: Refers to maintaining and reviewing standards. Once the previous 4S’s have been established, they become the new way to operate.

Earlier 5S had significance in manufacturing world. Now this is getting implemented in IT/ITES, Services and BPO industry as well.

MANAGEMENT’S DISCUSSION & ANALYSIS REPORT



SEGMENT WISE PERFORMANCE

1. IT & ITES Divisions We live in extraordinary times where technology is driving, distributing and reshaping our world in a fundamental way. Technological companies are opening new dimension of transportation, hospitality, retail, insurance and other services hovering over the entire gamut of industries.

Introduction:India is the world’s largest sourcing destination for the information technology (IT) industry, accounting for approximately 67 per cent of the US$ 124-130 billion market. The industry employs about 10 million workforces. More importantly, the industry has led the economic transformation of the country and altered the perception of India in the global economy. India’s cost competitiveness in providing IT services, which is approximately 3-4 times cheaper than the US, continues to be the mainstay of its Unique Selling Proposition (USP) in the global sourcing market. However, India is also gaining prominence in terms of intellectual capital with several global IT firms setting up their innovation centers in India.

The IT industry has also created significant demand in the Indian education sector, especially for engineering and computer science. The Indian IT and ITeS industry is divided into four major segments – IT services, Business Process Management (BPM), software products and engineering services, and hardware.

Market Size

The Indian IT sector is expected to grow at a rate of 12-14 per cent for FY2016-17 in constant currency terms. The sector is also expected triple its current annual revenue to reach US$ 350 billion by FY 2025.

Employees from 12 Indian start-ups, such as Flipchart, Snap deal, Makemytrip, Naukri, Ola, and others, have gone on to form 700 start-ups on their own, thus expanding the Indian start-up ecosystem.! India ranks third among global start-up ecosystems with more than 4,200 start-ups.

Total spending on IT by banking and security firms in India is expected to grow 8.6 per cent year-on-year to US$ 7.8 billion by 2017.

India’s internet economy is expected to touch Rs 10 trillion (US$ 146.72 billion) by 2018, accounting for 5 per cent of the country’s GDP.

The public cloud services market in India is slated to grow 35.9 per cent to reach US$ 1.3 billion according to IT consultancy, Gartner. Increased penetration of internet (including in rural areas) and rapid emergence of e-commerce are the main drivers for continued growth of data centre co-location and hosting market in India. The Indian Healthcare Information Technology (IT) market is valued at US$ 1 billion currently and is expected to grow 1.5 times by 2020. India’s business to business (B2B) e-commerce market is expected to reach US$ 700 billion by 2020 whereas the business to consumer (B2C) e-commerce market is expected to reach US$ 102 billion by 2020.

Cross-border online shopping by Indians is expected to increase 85 per cent in 2017, and total online spending is projected to rise 31 per cent to Rs 8.75 lakh crore (US$ 128 billion) by 2018.

MANAGEMENT’S DISCUSSION & ANALYSIS REPORT (Contd.)



Post the government’s announcement of demonetization of specific currency denominations, digital payment platforms such as Pay tm, MobiKwik, Oxigen witnessed a sharp spike in user transactions, app downloads and merchant enquiries, thereby indicating a greater demand towards digital payments by consumers.

India ranks among the top five countries in terms of digitalization maturity as per Accenture’s Platform Readiness Index, and is expected to be among the top countries with the opportunity to grow and scale up digital platforms by 2020.

Investment and DevelopmentsIndian IT’s core competencies and strengths have attracted significant investments from major countries. The computer software and hardware sector in India attracted cumulative Foreign Direct Investment (FDI) inflows worth US$ 22.83 billion between April 2000 and December 2016, according to data released by the Department of Industrial Policy and Promotion (DIPP).

Leading Indian IT firms like Infosys, Wipro, TCS and Tech Mahindra, are diversifying their offerings and showcasing leading ideas in block chain, artificial intelligence to clients using innovation hubs, research and development centers, in order to create differentiated offerings.

Some of the major developments in the Indian IT and ITeS sector are as follows:

• Bengaluru-based fintech company ZestMoney, owned by Camden Town Technologies Pvt. Ltd, has raised US$ 6.5 million in a series a round of funding led by Naspers-owned PayU; and will invest the funds in technology and product development.

• Google plans to set up its first data centre in India in the city of Mumbai by 2017, to improve its services to local customers wanting to host their applications on the internet, and to compete effectively with the likes of Amazon and Microsoft,

• Sagoon Inc, a social network and e-commerce start-up, has filed mini-initial public offering (IPO) papers with the US Securities and Exchange Commission (SEC), to raise around US$ 20 million, which will be used to set up a campus in India, expand its team in India, the US and Nepal, and support marketing and branding and other general purposes.

• SAP SE, in partnership with the Associated Chambers of Commerce of India (ASSOCHAM), has rolled out a knowledge sharing resource centre which will serve as a one-stop portal for businesses looking to adopt or migrate to technology that will make them future ready for the biggest taxation reform of goods and services tax (GST).

• Freshdesk, one of first companies from India to offer Software-as-a-Service (SaaS) to global companies, has raised US$ 55 million in the latest round of funding led by Sequoia Capital India and existing investor Accel Partners, estimating to value the company at US$ 700 million.

• Warburg Pincus LLC, the US-based private equity firm, plans to invest around US$ 75 million in series C round of funding to buy a significant stake in Capital Float, an online credit platform.

• Helpshift Inc, which makes customer support software for mobile apps, announced raising US$ 2 million from Cisco Investments, in addition to working with Cisco to integrate its in-app customer support with Cisco’s contact centre solutions.

• Knowlarity Communications Pvt Ltd, a cloud telephony provider, has announced raising US$ 20 million from multiple investors such as Dubai-based private equity investor Delta Partners, existing investors Sequoia Capital Funds and Mayfield Fund, apart from venture-debt from Blacksoil and Trifecta Capital.

• Flipkart, India’s largest e-commerce marketplace, has re-entered the private label business by launching Smart Buy, the first of two new private labels, with a view to boost earnings and fill gaps in its product selection.

• Fitpass, a Delhi-based revolutionary app which offers access to gyms and health clubs membership, has raised US$ 1 million in seed funding from investors in Mumbai, Delhi, and Bengaluru.

• Apple’s supplier and assembler, Taiwan-based Winstron, will set up an iPhone assembly facility in Peenya, Bengaluru’s industrial hub, thus making India the third country across the world to have an assembly unit for Apple’s iPhone.




• Kratikal Tech Pvt Ltd, a cyber-security start-up, has raised around US$ 500,000 in seed round of funding led by Mr Amajit Gupta, former director of Microsoft India, which will be used for product development and building training modules.

• International Finance Corporation (IFC) plans to invest US$ 10 million as equity in Bengaluru-based Zinka Logistics Pvt Ltd, which provides a technology platform called Blackbuck for long-haul trucking market in India, estimated at US$ 70 billion.

• Paytm’s online marketplace unit raised US$ 200 million in a funding round led by a US$ 177 million investment to be made by Alibaba Group Holding Ltd, and balance by SAIF Partners.

• Intel Corporation plans to invest in Digital India related solutions such as India stack, Unique Identification (UID), e-government 2.0 and other government initiatives, and scale up operations of its data centre group (DCG), as per Mr Prakash Mallya, Director DCG, Asia for Intel Corporation.

• Reliance Industries Ltd (RIL) plans to set up entrepreneurship hubs in key cities and towns, and a Rs 5,000 crore (US$ 748 million) fund, under the name of Jio Digital India Startup Fund, to invest in technology based startups.

• Gurgaon-based digital wallet start-up MobiKwik, which is owned and operated by One MobiKwik Systems Private Limited, has raised US$ 40 million from Nasdaq-listed firm Net1, a South African payments technology company.

• Orange Business Services, the business services arm of Orange Group, has launched a state data centre for Himachal Pradesh government, which will be the first data centre in India to be designed using ‘green’ data centre concepts that minimise power requirements and increase power utilisation efficiency.

• PurpleTalk Inc, a US based mobile solutions company, has invested US$ 1 million in Nukkad Shops, a Hyderabad based uber-local commerce platform that helps neighbourhood retail stores take their businesses online through a mobile app.

• KartRocket, a Delhi based e-commerce enabler has completed its US$ 8 million funding round by raising US$ 2 million from a Japanese investor, which will be used to enhance Kraftly, a mobile-first online-to-offline marketplace targeting small sellers, individuals and home-based entrepreneurs in India in product categories such as apparel and accessories.

• Xpressbees, an e-commerce logistics firm operated by Busybees Logistics Solutions Private Limited, has raised US$ 12.5 million in a Series A funding, led by its existing investors SAIF Partners, IDG Ventures, Vertex Ventures and Valiant Capital, which will be used to strengthen technology initiatives and processes of the firm.

• Housejoy, an online home services provider, has raised Rs 150 crore (US$ 22 million) in a Series B round of funding led by Amazon, and which also includes new investors such as Vertex Ventures, Qualcomm and Ru-Net Technology Partners.

• Nasscom Foundation, a non-profit organisation which is a part of Nasscom, has partnered with SAP India to establish 25 National Digital Literacy Mission (NDLM) centres in 12 cities across India, as a part of Government of India’s Digital India initiative.

Government InitiativesIn the Union Budget 2017-18, the Government of India announced the following key proposals:

• The Government of India has allocated Rs 10,000 crore (US$ 1.5 billion) for BharatNet project under which it aims to provide high speed broadband to more than 150,000 gram panchayats by 2017-18.

• Prime Minister of India, Mr Narendra Modi, has launched the Bharat Interface for Money (BHIM) app, an Aadhaar-based mobile payment application that will allow users to make digital payments without having to use a credit or debit card. The app has already reached the mark of 10 million downloads.




Some of the major initiatives taken by the government to promote IT and ITeS sector in India are as follows:

• Mr Ravi Shankar Prasad, Union Minister of Law & Justice and Information Technology, has launched a free Doordarshan DTH channel called DigiShala, which will help people understand the use of unified payments interface (UPI), USSD, Aadhaar-enabled payments system, electronic wallets, debit and credit cards, thereby promoting various modes of digital payments.

• The Government of India plans to revamp the United Payment Interface (UPI) and Unstructured Supplementary Service Data (USSD), to make it easier for consumers to transact digitally either with or without an Internet connection with the aim of strengthening its push towards making India a digital economy.

• The Telecom Regulatory Authority of India (TRAI) will soon release consultation papers ahead of framing regulations and standards for the rollout of fifth-generation (5G) networks and Internet of Things (IoT) in India.

• The Government of Gujarat has signed 89 MoUs worth Rs 16,000 crore (US$ 2.3 billion) in the IT sector, during Vibrant Gujarat Global Summit-2017.

• The Government of Telangana has signed an agreement with network solutions giant Cisco Systems Incorporation, to cooperate on a host of technology initiatives, including Smart Cities, Internet of Things, cybersecurity, education digitization of monuments.

• The Railway Ministry plans to give a digital push to the India Railways by introducing bar-coded tickets, Global Positioning System (GPS) based information systems inside coaches, integration of all facilities dealing with ticketing issues, Wi-Fi facilities at the stations, super-fast long-route train service for unreserved passengers among other developments, which will help to increase the passenger traffic.

• The Pune Smart City Development Corporation (PSCDCL) has signed a memorandum of understanding (MOU) with the European Business and Technology Centre (EBTC), which will allow it to gain access to real-time knowledge of technologies, solutions and best practices from Europe.

• The Human Resource Development (HRD) Ministry has entered into a partnership with private companies, including Tata Motors Ltd, Tata Consultancy Services Ltd and real-estate firm Hub town Ltd, to open three Indian Institutes of Information Technology (IIITs), through public-private partnership (PPP), at Nagpur, Ranchi and Pune.

• Government of India is planning to develop five incubation centres for IoT start-ups, as a part of Prime Minister Mr Narendra Modi’s Digital India and Startup India campaign, with at least two centres to be set up in rural areas to develop solutions for smart agriculture.

• The Government of India has launched the Digital India program to provide several government services to the people using IT and to integrate the government departments and the people of India. The adoption of key technologies across sectors spurred by the ‘Digital India Initiative’ could help boost India’s Gross Domestic Product (GDP) by US$ 550 billion to US$ 1 trillion by 2025.

• India and the US have agreed to jointly explore opportunities for collaboration on implementing India’s ambitious Rs 1.13 trillion (US$ 16.58 billion) ‘Digital India Initiative’. The two sides also agreed to hold the US-India Information and Communication Technology (ICT) Working Group in India later this year.

Road AheadIndia is the topmost off shoring destination for IT companies across the world. Having proven its capabilities in delivering both on-shore and off-shore services to global clients, emerging technologies now offer an entire new gamut of opportunities for top IT firms in India. Social, Mobility, Analytics and Cloud (SMAC) are collectively expected to offer a US$ 1 trillion opportunity. Cloud represents the largest opportunity under SMAC, increasing at a CAGR of approximately 30 per cent to around US$ 650-700 billion by 2020. The social media is the second most lucrative segment for IT firms, offering a US$ 250 billion market opportunity by 2020. The Indian e-commerce segment is US$ 12 billion in size and is witnessing strong growth and thereby offers another attractive avenue for IT companies to develop products.




GROWTH PROSPECT OF ITS SECTOR:

India has been able to make a visible mark on the world map in terms of Information Technology by its ever growing IT industries. IT sector alone has played a significant role to lead to a steady growth of Indian Economy. Indian it sector has been recognized as a hub of innovators. This sector is playing a pivotal role in every sphere of life touching cross section of society at large. Many IT company has grown leaps and bounds due to sudden increase in cash less transaction after demonetization. Various international organizations have set up their offices here in India like Google, Accenture etc. It has helped in changing Indian economy from an agricultural based economy to a knowledge driven economy.

Future Outlook of Nasscom:In view of the percent sentiment of creeping protectionism and rising anti-globalization across the US and Europe, the country’s $108 billion software exports Industry may end up clocking only single digit growth this financial year. In its mid-term review, Industry body Nasscom cropped the upper end of its yearly guidance of 10-12% and the said industry is now expected to grow between 8-10%.

“The Industry has been impacted negatively by several short- term factors. “Said R Chandrasekhar, President of Nasscom. He added that the situation however, should get better over the next two quarters since the uncertainty over developments such as Brexit or Change of policies after the win of Donald Trump as US president should settle down in the next few months.

In actual revenue terms, the industry will now clock revenues between $116-118 billion in constant currency terms as compared to $119-121 billion as guided by Nasscom. This also includes revenues from business process outsourcing.

A cut in industry’s revenues guidance was expected after the country’s top software firms reported result that fell short of market expectation and firms such as Infosys and cognizant downgraded their own guidance.

Macro-economic challenge such as Brexit and a squeeze in client spending led Infosys to reduce its yearly guidance. It now expects revenue to grow by 8-9% in constant currency, lower than 10-12.5% growth it gave in July. The country’s largest IT firm Tata Consultancy Services (TCS) also posted a modest 0.3% increase in revenues sequentially. Cognizant too trimmed the top end of its full-year guidance making it the third time this year that the IT Company has pared growth expectations.

The company had initially expected revenue to grow 10-14%; it then cut that to 10-12%. Last quarter, it lowered the guidance again to 8.5 – 9.5%.

Slowing growth in the banking and financial services sector, Britain’s decision to leave the EU, unexpected victory of Trump in the US elections, weaker discretionary spending and growing pricing pressure in the traditional business along with the shift towards newer modes of businesses such as digital and cloud have led Indian IT firms to temper down expectations.




2. ISP Division

Indian ISP MarketIndia is currently the world’s second-

largest telecommunications market and

has registered strong growth in the past

decade and half. The Indian mobile

internet economy is growing rapidly

and will contribute substantially to

India’s Gross Domestic Product (GDP),

according to report prepared by GSM

Association (GSMA) in collaboration

with the Boston Consulting Group

(BCG).

The liberal and reformist policies

of the Government of India have

been instrumental along with strong

consumer demand in the rapid growth

in the Indian telecom sector. The government has enabled easy market access to telecom equipment and a fair and proactive

regulatory framework that has ensured availability of telecom services to consumer at affordable prices. The deregulation of

Foreign Direct Investment (FDI) norms has made the sector one of the fastest growing and a top five employment opportunity

generator in the country.

The Indian telecom sector is expected to generate four million direct and indirect jobs over the next five years according to

estimates by Randstad India. The employment opportunities are expected to be created due to combination of government’s

efforts to increase penetration in rural areas and the rapid increase in smartphone sales and rising internet usage.

Driven by strong adoption of data consumption on handheld devices, the total mobile services market revenue in India is

expected to touch US$ 37 billion in 2017, registering a Compound Annual Growth Rate (CAGR) of 5.2 per cent between 2014

and 2017, according to research firm IDC.

According to a report by leading research firm Market Research Store, the Indian telecommunication services market will

likely grow by 10.3 per cent year-on-year to reach US$ 103.9 billion by 2020.




Government InitiativesThe government has fast-tracked reforms in the telecom sector and continues to be proactive in providing room for growth for telecom companies. Some of the other major initiatives taken by the government are as follows:

• The Government of India has allocated Rs 10,000 crore (US$ 1.5 billion) for rolling out optical fibre-based broadband network across 150,000 cumulative gram panchayats (GP) and Rs 3,000 crore (US$ 450 million) for laying optical fibre cable (OFC) and procuring equipment for the Network For Spectrum (NFS) project in 2017-18.

• The Ministry of Communications & Information Technology has launched Twitter Sewa, an online communications platform for registration and resolution of user complaints in the telecommunications and postal sectors.

• The TRAI has released a consultation paper which aims to offer consumers free Internet services within the net neutrality framework and has proposed three models for free data delivery to customers without violating the regulations.

• The Department of Telecommunications (DoT) has amended the Unified Licence for telecom operations which will allow sharing of active telecom infrastructure like antenna, feeder cable and transmission systems between operators, thereby lowering the costs of operations and leading to faster rollout of networks.

• The TRAI has recommended a Public-Private Partnership (PPP) model for BharatNet, the central government’s ambitious project to set up a broadband network in rural India, and has also envisaged central and state governments to become the main clients in this project.

• The Ministry of Skill Development and Entrepreneurship (MSDE) signed a Memorandum of Understanding (MoU) with DoT to develop and implement National Action Plan for Skill Development in Telecom Sector, with an objective of fulfilling skilled manpower requirement and providing employment and entrepreneurship opportunities in the sector.

• The TRAI has directed the telecom companies or mobile operators to compensate the consumers in the event of dropped calls with a view to reduce the increasing number of dropped calls.

Recent Growth of IKF in ISP Division:IKF Technologies has registered a rapid and substantial growth in ISP Segment in last 2 years. IKF has come out with its retail wing “IKF Powernet” in FY 2016-17. IKF has already extended its network across India and counts number of subscribers PAN India.

IKF ISP has been able to develop its own infrastructure by large in previous financial year. Major highlights of infra structure development as follows.

3 IKF has joined hands with all major ISPs in India mainly Bharti Airtel Ltd. /Vodafone /Reliance/TCL/TTSL/Power grid.

3 IKF has developed its Central National Operating Center in Kolkata & Mumbai

3 Network Multiplexer of all Major ISP are installed at its Kolkata NOC

3 NOC working capacity has grown up 500% in this FY Year.

3 IKF has successfully convinced Google INC to create a hub at IKF’s Central NOC by providing a Google Global Cache Server.

3 In the edge of cut through connectivity its speed to subscriber is crucial and IKF has managed to peer its network with all Content Provider i.e. Google/Hotstar/Facebook/Akamai/Microsoft/Amazon and many more to its Mumbai & Kolkata NOC.




3 IKF is putting up extra yard in creation of its Optic Fiber Network. IKF has successfully managed a OFC network of around 250+ KMs in all parts of Kolkata and suburbs. We aim to take this forward to 5000KM by next financial year.

“IKF Powernet” the retail wing of IKF Technologies Limited in ISP Division is the outcome of its expansion process, whereas the ISP giant has come up with more new products and services in the market. Product are as below:

v IKF PowerNet – Retail wing of IKF ISP

v IKF PowerNet – Hot Spot Zones

v X-Cache – in partnership with Xtra band Hyderabad

v GGC Peering

v Akamai Peering

v Amazon Prime

IKF Technologies Ltd. is also prime member of Indian Forum of Internet. Where forum has successfully gained Akamai Server and also working on getting more content provider and as an corporate social responsibility IKF is actively involved in securing the internet cyber space through its various awareness programs in line up with IFON.

Global ISP ScenarioThe global economy presents its own set of opportunities and threats for businesses in a range of industries. IBISWorld’s Global Internet Service Providers global market research report offers insightful industry analysis and research into the market at an international level. IBISWorld’s in-depth industry market research is presented in a logical and consistent format. The industry report contains key industry statistics, market size, industry trends, and growth and profit forecasts for a 5-year outlook period.

3. Bio Fuel DivisionThe quick development and expansion of biofuel production technologies have created remarkable interest within the body of world economic in order to make out the influence of biofuel growth on bioenergy market. One of the most notable factors responsible for the growth of this market is that these are produced from any form of oil-rich crop like as, soy, oil palm or sunflower by simple biochemical processes. These crops are grown naturally in all the regions across the globe. Hence, production of biofuels is cost-effective and the most eco-friendly form of energy to use. The market analysis report reflects the global biofuels market of bioethanol and biodiesel. The biofuels (bioethanol and biodiesel) production in the countries such as USA, Brazil, China, India, and Russia are expected to be the witness of increasing growth in the upcoming days. Due to the rapid increase of greenhouse gases in the atmosphere has boosted the research interest of the scientists towards the renewable energy. Biofuels are the class of renewable energy derived biologically from carbon fixation. In the recent days, the focus on the biofuels have increased significantly in the market due to some factors such as government support, energy sustainability, low volatility, low carbon emissions, increasing crude oil prices, limitation of crude oil and increase in automobile industry.

Glance at Market of Biofuels:As per the new market study, the value of global biofuels market in 2016 was at $170 billion (€150.25bn) and is expected to reach $248.78 billion by 2024 at a CAGR of 4.92%. According to Transparency Market Research’s new study, biofuels and bioenergy are very important part of the renewable energy. Being the only renewable energy, biofuels can be utilized across all three energy sectors (electricity, thermal and transportation). 0 10 20 30 40 50 60 2012 2017 2022 Biofuels associations Asia pacific Middle East Europe USA 24,326.7 million gallons of biofuel was produced worldwide in 2012, of which leading countries like the U.S., especially North America held the biggest market share owing to the increased awareness among the population and stringent environmental regulatory policies in the country. The biofuels production is now expected to rise in the developed countries from 24,326.7 million gallons to 50,921.4 million gallons by 2019 at a CAGR of 9.6%. Europe and Brazil are the major consumers and producer of biofuels, while Asia Pacific is another rising region after Europe and North America. As per a new report by Allied Market Research, the global second-generation market will reach $23.9 billion by 2020, registering a CAGR of 49.4% during 2014-2020. Currently, biodiesel holding the largest market share; however from the latest statistics, it is expected that the most commercially viable cellulosic ethanol will replace biodiesel and eventually lead the market by 2020. North America generated maximum revenue, as it has more than 50% of the global installed capacity bas.




Fig. Evolution of Biofuel World Prices

In the European Union, biodiesel production is estimated to follow a same as ethanol production and to be expected to achieve its maximum in 2020 with 3592.74 million gallons. Production is expected to decline to 3460.65 million gallons due to decrease the demand for both biodiesel and diesel by 2024. It is expected that the United States will lose its position as the second largest biodiesel producer within the next ten years. The utilization of biofuels in transport and aviation sector is increasing their consumption and now a day many automobile companies are manufacturing biodiesel compatible engines and flex fuel vehicles.

Fig: Global Biofuels Production and Consumption Pattern

DEVELOPMENT UNDER THE BIOFUEL POLICYThe Government of India approved the “National Policy of Biofuels” on December 24, 2009. Since then, considerable advancement have taken place in the direction of cultivation, production and use of Biofuel.

The policy and the developments following it have strengthened India’s energy security by encouraging the use of renewable energy resources to supplement transport fuels. It has stimulated rural development and has also created employment opportunities. It has addressed the global concern about containment of carbon emission through use of environmentally friendly Biofuel .

The policy and the developments following it have strengthened India’s energy security by encouraging the use of renewable energy resources to supplement transport fuels. It has stimulated rural development and has also created employment opportunities. It has addressed the global concern about containment of carbon emission through use of environment friendly Biofuel.

Biofuels is derived from non-feed stock that is being raised on degraded land or wasteland that are not suited to agriculture. This has avoided a possible conflict of fuels verses food security. The policy has also facilitated and brought about the development and utilization of indigenous feedstock for production of Biofuel.

Minimum Support price has ensured a fair price for biodiesel oil-seed growers. Oil marketing companies purchase bioethanol at Minimum Purchase Price (MPP) based on actual cost of production and import price bioethanol. In the case of biodiesel,




MPP is linked to prevailing retail diesel price. National Biofuel Fund provides financial incentives, including subsidiaries and grants, for new and second generation feed stocks. Advanced technologies and conversion processes and production units.

Except for concessional excise duty of 16 percent on bioethanol, no other central taxes and duties are levied/imposed on biodiesel and bioethanol. Biodiesel technologies and projects are allowed 100 percent foreign equity through automatic approval routes to attract Foreign Direct Investment (FDI), provided Biofuel is for domestic use only, and not for export. The Prime Minister is the head of the National Biofuels Coordination Committee (NBCC).

Some development works have been carried out with regards to the production of Trans-esterifies no edible oil and its use in biodiesel by units such as Indian Institute of science, Bengaluru and Tamil Nadu. Generally a blend of 5% to 20% of biodiesel (B5 to B2) is used in India; Indian oil Corporation (IOC) has taken up research and development work to establish the parameters of the production of transesterified jatropha vegetables oil & use of biodiesel in its research and development centre at Faridabad.

The Indian Railways has started to use the oil (blended with diesel fuel in various ratios) from the Jatropha plant to power its diesel engines with great success. Currently the diesel locomotives that run from Thanjavur to Nagore section and Tiruchirapally to Lalgudi, Dindigul and Karur Section run on a blend of Jatropha and diesel oil. In one of the biggest initiatives for bio-fuel production in the country, Indian Railway Is poised to setup four bio-diesel plants costing about Rs.120 crore. While two bio-diesel esterification plants are growing to be at Raipur and Chennai during the next two years, the other two units will be set up subsequently. Each plant, estimated to cost around Rs.30 crore, will produce 30 tons bio-diesel per day, which means more than 9,000 tons a year.

CONCLUSION AND FUTURE PROSPECTIVESCurrently, India’s position in global Biofuel map is not very prominent. However, the country has ambitious plans to expand the Biofuel sector, After analyzing the ‘National Policy on Biofuels’ of the Government of India (Ministry of New & Renewable Energy), we would like to make following recommendation.

1. The Government should take steps in the direction of setting up regulating nurseries for certification of seeds and planting materials and to regulate the mechanism of cultivation.

2. An up-to date technology policy is central to bring in efficiency in production which is also cost- effective so that the industry would survive on its own without any subsidies or support.

3. The focus on research has to be sustained to explore the feasibility of environment-friendly and economically

4. Sustainable feed stock.

5. Offer opportunities for promoting local level entrepreneurship and enhancement of women’s participation.

6. Ambiguity in land rights is also considered as an issue in development of wastelands for Biofuel. Therefore, the facts regarding such arguments also need to be verified before opting for full- fledged expansion of Biofuel in the country.

7. Modifications in the engines of the vehicles so that it can run on hybrid fuels.

8. The Government should adopt some of the measures from the success of Biofuel in countries like Brazil.

4. DOMESTIC IT- BPO INDUSTRYIndia has emerged as a hot destination for BPO work in recent years. The success is mainly due to the fact that there is a ready availability of large numbers of resources fluent in English and the diligent and hardworking efforts put in by the companies in India that do BPO work. Further, the fact that Indians are well educated (by Asian standards) and that there is a humungous body of resources who have graduated in commerce and technology has meant that the BPO story took off in right earnest in India. Added to this is the fact that the demographics favor India since a majority of its population is young and under 30. This is the so-called demographic dividend wherein a country that is youthful reaps the fruits of having a labor force which can be tapped into. All these reasons have conspired to bring about a revolution in the way the Indian BPO sector has performed.The domestic IT-BPO revenue is expected to post 10% growth to Rs 1.41 lakh crore in the ongoing fiscal and further grow by 11-13% (in Indian rupee terms) to achieve revenue of Rs 1.56-1.59 lakh crore in 2016-17.




Why BPO SECTOR IS BOOMING INDUSTRY IN INDIABPO or business process outsourcing is a part of the umbrella term outsourcing, which simply stands for a system where the responsibilities of a particular business process can be contracted to a third party service provider. This system was originally associated with manufacturing firms, but over the years that scenario has changed.

Now, BPO is amongst one of the fastest growing industries and has become an integral part of the ITES industry. Amongst the different South Asian countries, where the BPO industry is making its mark, India is quite a prominent one. Certain factors such as cost advantage, time factor, large number of English speakers, competency, the economy of scale and help from the government have helped the BPO industry to grow in India and best BPO companies to come into existence.

An in-depth explanation of these points will help to understand the topic better.

1. The cost advantage is pretty big in each and every sector of life and business is no exception. If an American company outsources its business process to a company in India, not only they are getting Best BPO Services, but will be saving thousands of dollars every year, adding more to their profit. Outsourcing a non-core process reduces the expenses without affecting the profit. Indeed that is quite beneficial from a company’s perspective.

2. Time is always a crucial factor in business and as time wise India and the USA are about half a day apart, it becomes easier for a company to remain functional 24×7 if it has an active base in both countries.

3. It may come as a surprise, but Indians are pretty skilled in English communication. A large part of the population is fluent in English. This has helped English speaking countries to outsource their work to India leading to the boom in BPO industry in India.

4. Mostly, people join the BPO sector after completing their senior high school education. Hence, they are competent, capable, driven, eager to learn and goal-oriented. This has helped the BPO industry to grow phenomenally.

5. Over the years, the government of India has encouraged and cooperated with various multinational companies and contributed to the growth of the BPO industry in India.

BPO AND THE GLOBAL ECONOMY The Global market for Business Process Outsourcing (BPO) is projected to reach US$ 262.2 Billion by 2022 driven by the cost benefits achieved by outsourcing back office administration and the development and availability of new generation




technologies such as process automation, big data analytics , cloud services such as BPaas , and embedded analytics based BPO. In recent years, in the recent years the BPO phenomenon has accompanied the increasing globalization of the world economy and has spawned a shift in the way the United States and Europe view the developing countries of the East. For instance, the increasing movement of companies wishing to outsource their back office work to India and Philippines has meant that the people in the West have a favorable impression of the work ethic and professionalism of the Asian countries.

Of course, with the first wave of outsourcing in the IT industry and the manufacturing companies to India and China respectively had done their bit to alter the perceptions of the West towards the East. What has added further emphasis to the way in which the Westerners perceive the East, has been through the BPO phenomenon which has demolished several stereotypes associated with Asian countries.

The other aspect of the BPO phenomenon is that increasingly countries in the Asian hemisphere are moving up the value chain as far as performing work related to back office operations are concerned. This has resulted in greater accent on doing high end work and given the number of patents being filed on behalf of technology and KPO companies has meant that the East is no longer the laggard that it was and

instead, it competes on even keel with the West. It is indeed the case that even in earlier decades; research and development were being done from South Korea and Singapore (to name a couple of countries). However, India and China were considered to be forever beset by increasing population and lack of resources. It is to the credit of these two countries that they are being talked about in serious terms by western companies.

The third aspect of the BPO phenomenon is the increasing confidence with which the Indian and other Asian countries have succeeded in nurturing a class of professionals who are confident and feel empowered enough to think big. Indeed, the youthful composition of the workforce is what India and China have as their advantage. In the previous paragraph, we mentioned how India and China were burdened with growing populations in earlier decades. Ironically, it is these very drawbacks that have now turned the tide in favor of these countries and this is indeed a spectacular achievement.

Finally, the BPO phenomenon has also resulted in India adding substantial amount of Dollars to its foreign reserves which is indeed another feather in its cap. Given the recent slide in the value of Rupee, it would be prudent to say that the BPO companies would be the winners because it increases their competitiveness and at the same time translates into higher rupee earnings. All these developments indicate that the power is shifting to the East as far as competitiveness and efficiency are concerned. It is no longer the case that the East is a land of mystics and now it is the case that these countries are powerhouses of manufacturing and services.




DRIVERS OF BPO PHENOMENNAThe main drivers of the BPO phenomenon are globalization, economics and geopolitics. To elucidate, ever since the global economy started getting more integrated and interconnected, there has been a concomitant movement towards opening up of the economies of the developing countries to greater interaction with the west. This “flattening of the world economy” has meant that the East was no longer ensconced in protectionist walls but threw open the doors of its economies to companies from the west.

Any developing country that had invested in infrastructure and education could reap the advantages of the opening up of the global economy. This was what happened in the case of the BPO sector where the presence of a large pool of English speaking graduates along with availability of broadband brought on by the huge investments made in the Telecom and Software sector during the dotcom boom were leveraged by companies to communicate and plug into the economies of the west.

The second driver of the BPO phenomenon is the economic aspect where the efficiencies brought about due to the economies of scale and the theory of comparative advantage which stated that countries benefit by exporting goods and services when they are cheaper to be made in the home country and benefit by importing goods and services from countries where they are cheap. This mutually beneficial trade between the west and east gave rise to the emergence of the software and the BPO sectors that capitalized on the wage differential and the advantage of low cost production to successfully harness the power of technology and communication.

The third driver of the BPO phenomenon is the geopolitical aspect where the countries in the West encouraged greater interaction and cooperation with the countries in the East as means of facilitating world trade and increasing globalization. The point here is that it made economic and political sense apart from greater international cooperation leading to gains to all countries to encourage the technology and BPO sectors. Further, the three drivers that we have discussed are intertwined and interlinked where each feeds on the other leading to greater synergies between them. Indeed, they have created conditions for the emergence of booming BPO sectors in Asia thanks to this “triple convergence”.

Finally, the BPO phenomenon has also been driven by demographics as the populations in the West age and at the same time, the populations in the East are youthful leading to a comparative advantage in tapping the huge pool of skilled workers in countries like India. Hence, though the ongoing global economic recession has undermined some of the gains, the BPO sector is still thriving because of the confluence of these factors.

In conclusion, while one cannot prognosticate as to the future of the BPO sector a decade from now, for the time being the economies of the west and the east are conjoined and this is indeed a positive development from the perspective of the drivers of the sector as discussed above.

IKF AT ITS BPO SEGMENTThe term Business Process Outsourcing or BPO as it is popularly known, refers to outsourcing in all fields. A BPO service provider usually administers and manages a particular business process for another company. BPOs either use new technology or apply an existing technology in a new way to improve a particular business process. India is currently the number one destination for business process outsourcing, as most companies in the US and UK outsource IT-related business processes to Indian service providers. IKF Technologies Limited offers end-to-end Contact Centre Management and Business Process Management Services. We help our clients effectively serve their customers through our range of services from Customer Acquisition, Maintenance, Enabling Services and Retention. On offer is the right blend of Inbound, Outbound and Back-End services under one roof to cater to our client’s varied service delivery requirements.




SERVICES OFFERED BY IKF BP1. Customer support services: 24/7 inbound / outbound call center services that address customer queries and concerns

through phone, email and live chat.

2. Technical support services: Installation, product support, running support, troubleshooting, usage support and problem resolution for computer software, hardware, peripherals and internet infrastructure.

3. Telemarketing services: Interacting with potential customers and creating interest for the customer’s services/ products. Up-selling, promoting and cross selling to existing customers and completing online sales processes.

4. IT help desk services: Level 1 and 2 multi-channel support, system problem resolutions, technical problem resolution, office productivity tools support, answering product usage queries and performing remote diagnostics.

5. Insurance processing: New business acquisition and promotion, claims processing, policy maintenance and policy management.

6. Data entry and data processing: Data entry from paper, books, images, e-books, yellow pages, web sites, business cards, printed documents, software applications, receipts, bills, catalogs and mailing lists.

7. Data conversion services: Data conversion for databases, word processors, spreadsheets and software applications. Data conversion of raw data into PDF, HTML, Word or Acrobat formats.

8. Bookkeeping and accounting services: Maintenance of the customer’s general ledger, accounts receivables, accounts payables, financial statements, bank reconciliations and assets / equipment ledgers.

9. Form processing services: Online form processing, payroll processing, medical billing, insurance claim forms processing and medical forms processing.

10. Online research: Internet search, product research, market research, surveys, analysis, web research and mailing list research.

SWOT Analysis for BPO in India

Opportunities

Strengths• Largo no. of talented graduates• Affordable and quality education as

compared to dovoloped coun tries• English language benefit• Strong customer base of well known

companies• Powerful venture capital interest in

investing in qrowth opportunity

Threats

• High Billing rates

• Political instability

• India's competitors in EasternEurope, Latin America and the Asia

S W

O T• Horizontal and vortical expansion of

existing customor base into new markets

• Time zone difference between India and target markets

Weakness• Scarco foreign language skills other

than English.• Lack of customor service culture• Expensive and poor quality telecom

infrastructure• Poor electricity supply• Cultural differences




CEO/CFO Certification

We, Kamal Kishor Poddar, Chief Financial Officer and Sunil Kumar Goyal , Whole Time Director & Chief Executive Officer of

IKF Technologies Limited, to the best of our Knowledge and belief certify that :

(a) We have reviewed the Financial Statement and The Cash Flow Statement for the year ended 31st March, 2017 and to

the best of our knowledge and belief we state that :

I. These Statements do not contain any materially untrue statement or omit any material fact or contain any statement

that may be misleading

II. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions entered into by the Company during the financial year 2016-17

which are fraudulent, illegal or in violation of the Company’s Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting. 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 operating of such Internal Controls, if any, of which we

are aware and steps taken or proposed to be taken to rectify the identified deficiencies.

(d) We have disclosed to the Auditors and the Audit Committee of the Board of Directors:

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

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

to the Financial statements; and

(iii) Instances of significant fraud of which we become aware the involvement therein, if any, of the Management or an

employee having a significant role in the Company’s Internal Control System over financial reporting.

Date : 28th July, 2017 Kamal Kishor Poddar Sunil Kumar Goyal Place : Kolkata CFO CEO


Standalone Financials



To the Members of

IKF TECHNOLOGIES LIMITED

Report on the Financial Statements :

We have audited the accompanying financial statements of IKF TECHNOLOGIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2017 and the Statement of Profit and Loss and 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 and financial performance 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 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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:

1. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2017

2. In the case of the Profit and Loss Account, of the PROFIT for the year ended on that date;

3. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

INDEPENDENT AUDITOR’S REPORT



Report on Other legal and Regulatory Requirements :

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013 [hereinafter referred to as the Order], we give in the

Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of the order.

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, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such control, refer to our separate report in Annexure ‘B’

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statement as referred to in Note No. 12(iii) to 12(v) to the financial statements.

(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.

(iv) The Company has provided requisite disclosure in the Financial Statement as to holding as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 on the basis of information available with the Company. Based on audit procedure, and relying on management’s representation, we report that disclosures are in accordance with the books of accounts maintained by the Company and as produced to us by the management. Refer Note – 1.B.14.


CA Swati SinghalDate: 27th May, 2017 PartnerPlace: Kolkata Membership No. 308308

INDEPENDENT AUDITOR’S REPORT (Contd.)



The Annexure – ‘A’ referred to in paragraph 1 of Our Report of even date to the members of IKF Technologies Limited on the accounts of the company for the year ended March 31, 2017.

1. a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

b) All the assets have been physically verified by the management during the year but there is a regular program of

verification which, in our opinion, is reasonable having regard to the size of company and the nature of its assets.

No materials discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of

the company, the title deeds of immovable properties are held in the name of the Company.

2. The Company is a service company, primary rendering Telecom services, BPO services, Software services and other

IT enable services. Accordingly, it does not hold any physical inventories. Thus, Paragraph 3(ii) of the order is not

applicable to the Company.

3. The Company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties covered in

the Register maintained under section 189 of the Act. Accordingly the provisions of Clause 3(iii) (a) to (c) of the Order are

not applicable to the Company.

4. In our opinion and according to the information and explanation given to us, the Company has complied with the

provision of section 185 and 186 of the Act, with respect to the loans and investments made.

5. According to the information and explanations given to us, the Company has not accepted any deposit from the public.

Therefore, the provisions of Clause 3(v) of the CARO 2016 are not applicable to the company.

6. The Central Government of India has not prescribed the maintenance of cost records under sub section (1) of section

148 of the Companies Act, 2013 for any of the services rendered by the company.

7. a) According to the records of the company, the company is not regular in depositing with appropriate

authorities undisputed statutory dues including provident fund, employees’ state insurance, income

tax, sales tax, wealth tax, service tax, duty of custom, duty of excise, value added tax, cess and

other material statutory dues applicable to it. According to the information and explanations given

to us, there are undisputed amounts payable in respects of the aforesaid dues outstanding, as at

31st March, 2017 for a period of more than six months from the date they became payable. Details

are as follows:-

Particulars Amount ( ` in ‘000 )

PF 1,903

ESI 1,123

Service Tax 73,417

Total 76,443




b) Details of dues of Income Tax, Sales Tax, duty of Custom, Wealth Tax, Service Tax, duty of Excise, Value Added Tax and Cess, which have not been deposited as on 31stMarch, 2017 on account of dispute are given below :

Sl. No.

Name of Statute Nature of DuesAmount

(` in ‘000)Period

Forum where dispute is pending

1Income Tax Act,

1961Income Tax

250/- A.Y. 2010-11CIT (Appeal) – 1

/ Kolkata2 418/- A.Y. 2012-133 481/- A.Y.2013-14

8. According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any bank as at the balance sheet date.

9. Based on our audit procedures and on the information given by the management, we report that the company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purpose for which they are raised.

10. In our opinion and according to the information and explanation given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

11. According to the information and explanation given to us and based on our examination of the records of the Company, the Managerial Remuneration paid by the Company has been paid or provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

15. According to the audit procedure performed and the information and explanations given to us by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the order are not applicable to the Company.

16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.






Annexure-B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of IKF Technologies Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.




Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management, override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants Of India.






( ` in ‘000)

Particulars Note No. As at 31st March, 2017

As at 31st March, 2016

A. EQUITY AND LIABILITIES

1. Shareholders’ Funds (a) Share Capital 2 430,581 430,581 (b) Reserves and Surplus 3 976,039 1,006,949

1,406,620 1,437,530 2. Non-Current Liabilities (a) Long-Term Borrowings 4 11,029 8,939 (b) Deferred Tax Liabilities 1.B.2 - 5,488 (c) Other Long-Term Liabilities 5 590,824 335,391

601,853 349,818 3. Current Liabilities (a) Short-Term Borrowings 6 86,235 75,109 (b) Trade Payables 7 46,122 62,675 (c) Other Current Liabilities 8 335,117 112,877

467,474 250,661

TOTAL 2,475,947 2,038,009

B. ASSETS1. Non-Current Assets (a) Fixed Assets -Tangible Assets 9 68,684 120,861 -Capital Work in Progress 410,532 410,532 (b) Non-Current Investments 10 452,520 496,528 (c) Deferred Tax Assets 1.B.2 444 - (d) Long-Term Loans and Advances 11 412,475 287,475

1,344,655 1,315,396 2. Current Assets (a) Current Investments 12 11,308 11,085 (b) Trade Receivables 13 847,575 653,262 (c) Cash and Cash Equivalents 14 35,049 36,475 (d) Short-Term Loans and Advances 15 45,463 19,514 (e) Other Current Assets 16 191,897 2,277

1,131,292 722,613

TOTAL 2,475,947 2,038,009

Significant Accounting Policies & Notes to the 1 Financial Statements

The accompanying notes are integral part of the Financial Statements

Balance Sheet as at 31st March, 2017

In terms of our report on even date

For Mandawewala & Co. For and on behalf of the Board of Directors Chartered Accountants (Firm’s Registration No. 322130E)

CA. Swati Singhal Sunil Kumar Goyal Umesh Bhat Partner Whole Time Director Director Membership No. 308308 1, British Indian Street, Amar Jyoti Lenka Kamal Kishor Poddar 1st Floor, Suite No, 110D, Company Secretary Chief Financial Officer Kolkata - 700 069,

Dated : 27th May, 2017 Place : Kolkata



( ` in ‘000)

Particulars Note No.For the year ended 31st March, 2017

For the year ended 31st March, 2016

1. Revenue from Operations 17 575,780 614,787

2. Other Income 18 11,999 5,858

3. Total Revenue (1+2) 587,779 620,645

4. Expenses

(a) Purchases of Stock In Trade 19 318,268 335,320 (b) Employee Benefits Expense 20 97,805 130,473 (c) Finance Costs 21 12,803 7,878 (d) Depreciation and Amortisation Expense 9 55,911 35,392 (e) Other Expenses 22 98,639 99,659

5. Total Expenses 583,426 608,722

6. Profit Before Tax (3-5) 4,353 11,923

7. Tax Expenses

(a) Tax Expense for Current Year 6,850 2,381 (b) Tax adjustment for earlier years 34,345 - (c) Deferred Tax Liability / (Asset) (5,932) 2,078

Total Tax Expenses 35,263 4,459

8. Profit for The Year (6-7) (30,910) 7,464

9. Earnings per share (of `1/- each) 1.B.7 Basic / Diluted (0.072) 0.017



Statement of Profit & Loss Account for the year ended 31st March, 2017







( ` in ‘000)

Particulars Note No.As at

31st March, 2017As at

31st March, 2016

A. Cash Flows form Operating Activities Net Profit Before Tax and Extra Ordinary Items 4,353 11,923 Adjustment for :

Depreciation and Amortisation 55,911 35,392 Profit/Loss on sale of Fixed Assets 415 (15) Interest Expenses 12,348 7,715 Extraordinary Items - - Interest Income (8,962) (2,301)

Operating Profit Before Working Capital Changes 64,065 52,714 Add: Trade Receivables (194,313) (142,580) Long Term Loans & Advances (124,999) (71,023) Short Term Loans and Advances (25,949) (18,766) Other Current Assets (189,620) 547 Other Long Term Liabilities 255,433 237,699 Trade Payables (16,553) (2,953) Other Current Liabilities 222,240 29,626 Short Term Provisions - -

Cash Generated From Operations (9,696) 85,265 Less : Tax Paid 41,195 2,381

Net Cash Flow From Operating Activities (50,891) 82,884 B. Cash Flow from Investing Activities

Purchase of Fixed Assets (6,951) (114,438) Proceeds from Sale of Fixed Assets 2,802 83 Interest Received 8,962 2,301 Sale (Purchase) of Investment 43,785 (754)

Net Cash Flow From Investing Activities 48,598 (112,809)C. Cash Flow from Financing Activities

Loans Borrowed (Net of Repayment) 13,215 47,612 Interest Paid (12,348) (7,715)

Net Cash Flow From Financing Activities 867 39,897 Net increase in cash / cash equivalent during the year (1,426) 9,973

Cash and Cash equivalent at the beginning 36,475 26,502

Cash and Cash equivalent at the end 35,049 36,475

Significant Accounting Policies & Notes to the 1 Financial Statements The accompanying notes are integral part of the Financial Statements

Cash Flow Statement as at 31st March, 2017







Note No. 1 : Significant Accounting Policies & Notes on Accounts

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation a) The financial statements of IKF Technologies Limited (the company) have been prepared under the historical cost

convention on the accrual basis of accounting and comply with the mandatory Accounting Standards (AS) issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 2013

b) As required by Schedule III, the Company has classified assets and liabilities into current and non - current based on the operating cycle. An operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. Since the normal operating cycle is not determinable, the operating cycle has been considered as 12 months and the Assets & Liabilities are segregated between Current & Non-Current on the basis of management’s decision.

2. Use of Estimates The preparation of financial statements requires management to make assumptions that affect the reported amounts

of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Any revisions to accounting estimates are recognized prospectively in current and future periods.

3. Revenue Recognition The company derives its revenues primarily from IT Enabled services, Telecom & Project, Business Process Outsourcing

operations (BPO) and Bio Fuel division. Revenue from IT enabled services and project comprises income from time and material and fixed contracts. Revenue from time and material contracts is recognized on the basis of software development and billable in accordance with the terms of contracts with clients. Maintenance revenue is recognized ratably over the period of the underlying maintenance agreement. Revenue from business process outsourcing operations arises from both time based and unit priced client contracts. Such revenue is recognized on completion of the related services and is billable in accordance with the specific terms of the contracts with the clients. Rates & Taxes are accounted on Cash Basis.

4. Fixed Assets Fixed Assets are stated at cost of acquisition less accumulated depreciation thereon. Direct costs are capitalized until

assets are ready to be put to use. Fixed assets purchased in foreign Currency are recorded at the actual rupee cost incurred. Building represents cost of construction carried on structures taken on rent. Lease under which the company assumes substantially all the risks and rewards of ownership are classified as “Finance Lease”. Lease Assets are capitalized at the fair value of the assets or the present value of the minimum lease payments at the inception of the lease, whichever is lower.

5. Depreciation Depreciation on Fixed Assets is provided to the extent of depreciable amount on the Written down Value (WDV) Method.

Depreciation is provided based on useful life of the assets as prescribed in schedule II to the Companies Act, 2013.

6. Investments Investments in Indian / Foreign Subsidiary Company are stated at cost. Provisions for diminution in value of Investment

are made only when such diminution is permanent in nature.

Notes forming part of the Financial Statement for the year ended 31st March, 2017



7. Foreign Currency Transaction (`. in ‘000)

Particulars Year Ended 31.03.2017 Year Ended 31.03.2016

Earning in Foreign Currency # 21,969 41,108

Expenditure in Foreign Currency # Revenue Expenditure

- -

# On Receipt and Payment Basis

Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transactions. Foreign Currency monetary assets and liabilities outstanding at the year end are translated at the exchange rate prevailing as on Balance Sheet Date. Difference in Exchange Rate arising on account of conversion/transaction of such assets/liabilities

has been recognized in the accounts.

8. Provisions & Contingencies The company recognizes a provision when there is a present obligation as a result of an obligating event that probably

requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not

require an outflow of resources.

9. Impairment of Assets The company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any

such indication exists, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount the cash generating unit to which the asset belongs is less than its carrying amount,

the carrying amount is reduced to recoverable amount and the reduction is treated as an impairment loss.

10. Retirement Benefits & Other Employee Benefits Defined Contribution Plans

Company’s Contribution to Provident Fund & Employees State Insurance Corporation has been recognized

as expenses of the year.

Defined Benefit Plans No provision for defined benefit plans and other post-employment benefits is recognized in the books as no actuarial

valuation has been done as on 31st March 2017.

11. Income Tax (a) Provision for Current Income Tax is made on the basis of relevant provisions of the Income Tax Act, 1961 as

applicable to the financial year.

(b) Deferred Tax on timing differences is measured based on the Tax Rates and the Tax laws enacted or substantively enacted as on the Balance Sheet date. Deferred Tax Assets are recognized only to the extent that there is virtual certainty with convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realized.

12. Cash Flow Statement The Company adopts the Indirect Method in the preparation of Cash Flow Statement. For the purpose of Cash Flow

Statement, Cash & Cash equivalents consist of Cash in hand, Bank Balances and Fixed Deposits with Bank.

13. Provisions, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

Notes forming part of the Financial Statement for the year ended 31st March, 2017 (Contd.)



B NOTES TO THE ACCOUNTS

1. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of Current Assets, Loans & Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet. The provision of all known liabilities is adequate and is neither excess nor short of the amount reasonable necessary.

2. In terms of Accounting Standard 22, issued by the Institute of Chartered Accountants of India, there is a net Deferred Tax Assets of Rs. 59,32,172/- which has been adjusted against current year’s Profit. The Deferred Tax Assets as on

31.03.2017 is Rs. 4,44,172/- due to timing difference in Depreciable Assets.

3. As per Accounting Standard 15 “Employees Benefit”, the disclosures of Employees benefits as defined in the Accounting Standard are given below :

Contribution to defined Contribution Plan, recognized as expense for the year are as under: (`. in ‘000)

Particulars 2016-17 2015-16

Employer’s contribution to Provident Fund & Pension Fund

1,981 2,133


3,274 4,367

4. The Company has made an investment of ` 1,13,08,441.08 in a Firm in which the Company is a partner. The particulars of the Firm are as follows:

(`. in ‘000)

Particulars Details

a) Name : M/s. R 2 R Seva

b) Name of the Partner Capital as on 31.03.2017

(`)

Profit Sharing Ratio

(%)

M/s. IKF Technologies Ltd 11,308 99%

Mr. Sunil Kumar Goyal 509 1%

5. Related Party Disclosure in accordance with Accounting Standard 18 issued by the Institute of Chartered Accountants of India:

(a) Subsidiaries and entities where control exists :

IKF Telecom Inc.

IKF Green Fuel Ltd.

R2R Seva




(b) Key Management Personnel:

Key Executive Management Personnel of the Company represented on the Board:

Mr. Sunil Kumar Goyal Whole Time Director

Non Executive / Independent Director on the Board:

Mr. N.V. Simhadri Director (ceased w.e.f 11.02.2017)

Ms. Nidhi Sharma Director

Mr. Umesh Bhat Director

(c) Significant transaction with related parties : (`. in ‘000)

Particulars 31.03.2017 31.03.2016

Investment in Subsidiaries 3,095,72 3,53,580

Salary to Executive/Whole Time Directors 1,200 1,200

Advance to Subsidiary 43,450 18,021

6. Business Segments : The Company is engaged primarily in providing services relating to Information Technology and Business

Process Outsourcing (BPO) and there are no separate reportable segments as per Accounting Standard 17 (Segment Reporting).

7. Earning Per Share :

Calculation of Earning Per Share (Basic and Diluted) as required by AS – 20 :

Particulars UnitsYear ended on

31.03.2017Year ended on

31.03.2016

Total No. of Shares Nos. 430581440 430581440

Profit (Loss) After Tax ` (30,910) 7,464

Earning Per Share ` (0.072) 0.017

Nominal Value Per Share ` 1.00 1.00

8. The management has carried out an impairment test in accordance with the Accounting Standard 28 issued by the Institute of Chartered Accountants of India on all its Cash Generating Units (CGU). As there was no impairment, no provision has been made in the books.

9. Auditors Remuneration includes:

Particulars For the Year 2016-17 For the Year 2015-16

As Statutory Audit Fees 245 245

As Tax Audit Fees 25 25

Total 270 270

10. The Balances of Debtors, Creditors & Advances are subject to confirmation.

11. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

(`. in ‘000)




12. Contingent Liabilities :

i) The company has furnished a Performance Bank Guarantee of 200.00 Lakhs from UCO Bank Ltd. in respect of the ISP License to the Department of Telecommunication (DOT).

ii) The company has lien on FDR for ` 47.57 Lakhs of Corporation Bank to e-Mitra Society for Bikaner

district & ` 7.90 Lakhs to Custom Depart

13. SEBI has issued an impugned order dated 20th April, 2015 to the Company and directed Company not to issue equity shares or any other instrument convertible into equity shares or any other security for a period of 10 years. Company has already undergone the prohibition for a period of approximately 5 years and 8 months and an appeal has been filed before Securities Appellate Tribunal (SAT) against the said impugned order of SEBI.

14. 14. Disclosure in respect of Specified Bank Notes held and transacted:-

ParticularsSpecified Bank

Notes (SBN)Other Denomination

NotesTotal

Closing Cash in Hand as on 08.11.2016

47,500.00 1,51,912.00 1,99,412.00

(+) Permitted Receipts 0.00 5,89,171.00 5,89,171.00

(-) Permitted Payments 0.00 5,48,709.00 5,48,709.00

(-) Amount deposited in Bank 47,500.00 0.00 47,500.00


0.00 1,92,374.00 1,92,374.00

15. Previous year’s figures have been regrouped / rearranged wherever necessary, to confirm to the current period presentation.


(Amt. in `)



( `. in ‘000)

ParticularsAs at 31st March, 2017 As at 31st March, 2016

No. of shares ( ` ) No. of shares ( ` )

Note 2 : Share Capital(a) Authorised, Issued, Subscribed and Paid-Up

Share Capital Authorised

Equity shares of `1 each with voting rights 1,000,000,000 1,000,000 1,000,000,000 1,000,000

1,000,000,000 1,000,000 1,000,000,000 1,000,000 Issued, Subscribed and Fully Paid-Up Equity shares of `1 each with voting rights 430,581,440 430,581 430,581,440 430,581

430,581,440 430,581 430,581,440 430,581

(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Balance

Fresh issueClosing Balance

Equity shares with voting rights Year ended 31st March, 2017 - Number of shares 430,581,440 – 430,581,440 - Amount (`) 430,581 – 430,581

Year ended 31st March, 2016 - Number of shares 430,581,440 – 430,581,440

- Amount (`) 430,581 – 430,581

(c) Terms/rights attached to equity shares: The company has only one class of equity shares having par value of ` 1/- per share. Each holder of equity shares is

entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the

company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares

held by the shareholders. (d) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2017 As at 31st March, 2016

Number % age Number % age

None of the shareholder of the Company is _ _ _ _ holding more than 5% shares.

Note - 3 : Reserves and Surplus

Particulars As at 31st March, 2017

( ` )As at 31st March, 2016

( ` )

(a) Securities Premium Account Opening Balance 837,512 837,512

Closing Balance 837,512 837,512

(b) Surplus / (Deficit) in Statement of Profit & Loss Opening Balance 169,437 161,973 Add: Profit / (Loss) for the year (30,910) 7,464


Grand Total (a+b) 976,039 1,006,949




( `. in ‘000)



Note - 4 : Long-Term Borrowings

(a) Car Loan - Secured against Car - 33

(b) Term Loan

- Secured against property & FD 11,029 8,906

Total 11,029 8,939

Note - 5 : Other Long-Term Liabilities

Trade Payables - Sundry Creditors 590,824 335,391

Total 590,824 335,391

Note - 6 : Short-Term Borrowings

(a) Loans repayable on Demand from Banks - Cash Credit from UCO Bank-Secured 80,275 69,935

(b) Car Loan - Secured against Car 33 441

(c) Term Loan from UCO Bank - Secured against property & FD 5,927 4,733

Total 86,235 75,109

Note - 6.1 : Details of security for the secured short-term borrowings

(i) Cash Credit Account from bank is secured on hypothecation of Trade Receivables, Director’s Property, Land & Building of the Company and Personal Guarantees of the Directors.

Note - 7 : Trade Payables

Sundry Creditors 46,122 62,675

Total 46,122 62,675

Note - 8 : Other Current Liabilities

(a) Statutory Liabilities 108,045 87,436 (b) Liability for Expenses 12,763 15,966 (c) Advances from Customers 214,141 1,503 (d) Other Liabilities 168 7,972

Total 335,117 112,877




No

te 9

: Fi

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ets

(

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)

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the

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Up to

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Adju

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Adju

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Up to

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As o

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As o

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31,

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93

2,4

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28,

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10,

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4,8

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4,8

61

1,4

34

197

-

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(A)

445

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6

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7

0,87

5 3

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47

324

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5

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8 -

312

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410

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- -

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10,5

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410

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-

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- -

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- 4

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791

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(Con

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( `. in ‘000)


Units ( ` ) Units ( ` )

Note - 10 : Non- Current Investments

Non Trade Investments Investment in Equty Instruments (a) In Subsidiaries IKF Technologies (Pty) Ltd - - 100 43,450 IKF Telecom Inc. 1,500 65 1,500 65 IKF Greenfuel Ltd. 30,950,696 309,507 30,950,696 309,507 Biofel FZE - - 1 558

(b) In Others - IKF Insurance Marketing Ltd.(` 10/- each) 25,000 250 25,000 250 (Formerly known as IKF Salampuria Agrotech Ltd.) (Unquoted, fully paid up shares) - Naya Raipur Electronics Manufacturing Cluster 50,000 500 50,000 500

Pvt. Ltd. (` 10/- each) (Fully paid up shares)

- Virtual Global Education Ltd. (` 1/- each) 77,500,000 142,198 77,500,000 142,198 (Quoted, fully paid up shares)

Total 452,520 496,528

Aggregate market value of Quoted Investments 429,350 553,350



( ` )

Note - 11 : Long-Term Loans and Advances (a) Advance Income Tax 44,016 48,288 ` 92,30,919 /- as at 31st March, 2017 and ` 4,07,91,565/- as at 31st March, 2016)

(b) Security Deposit 9,485 17,299

(c) Advances to Parties - Unsecured, Considered Good 358,974 221,888

Total 412,475 287,475

Note - 12 : Current Investments Investment in Partnership Firm

- R 2 R Seva 11,308 11,085

11,308 11,085

Note - 13 : Trade Receivables (a) Trade receivables outstanding for a period 610,166 479,535

exceeding six months from the date they were due for payment.

(b) Other Trade Receivables - Unsecured, Considered Good 237,409 173,727

Total 847,575 653,262




( `. in ‘000)



Note - 14 : Cash and Cash Equivalents (a) Cash in Hand (As Certified by Management) 602 2,808 (b) Balances with Banks

- In Current Accounts 476 421 (c) Other Bank Balances

- In Fixed Deposit (i) Maturity less than 12 months 31,038 30,222 (ii) Maturity more than 12 months 2,933 3,024

Total 35,049 36,475

Note : For Disclosure regarding the details of Specified Bank Notes (SBN) held and transactedduring the period from 8th November, 2016 to 30th December, 2016, refer Note No. 1.B.

Note - 15 : Short-Term Loans and Advances Advances to Parties

- Unsecured, Considered Good 45,463 19,514

Total 45,463 19,514

Note - 16 : Other Current Assets (a) Advance to Creditors 190,423 487 (b) Balance with Department of Telecommunication 1,300 1,300 (c) Prepaid Expenses 174 490

191,897 2,277

( `. in ‘000)

Particulars For the year ended 31st March, 2017


Note - 17 : Revenue from Operations (a) BPO Income 154,299 192,171 (b) Bandwidth & VOIP Sales 56,805 41,376 (c) Software Services/Consultancy & IT Income 201,664 128,561 (d) Software Sales (Net) 163,012 251,932 (e) Other Sales - 405 (f) Kiosk Registration Charges - 342

Total 575,780 614,787

Note - 18 : Other Income (a) Interest Income: - Interest on FDR 2,533 2,301 - Interest on IT Refund 6,428 - (b) Rent Received 285 300 (c) Income from Partnership Firm R2R Seva 24 24 (d) Fluctuation in Foreign Currency - 138 (e) Miscellaneous Income 106 - (f) Commission Income 2,623 3,080 (g) Profit on sale of Fixed Assets - 15

Total 11,999 5,858

Note - 19 : Purchases of Stock in Trade (a) Bandwidth & VIOP Purchases 41,036 35,189 (b) Purchase of Data - 101 (c) Software Purchases (Net) 277,232 299,625 (d) Other Purchase - 405

Total 318,268 335,320




( `. in ‘000)



Note - 20 : Employee Benefits Expense (a) Salaries and Allowances 89,915 120,564 (b) Directors’ Salary 1,200 1,200 (c) Staff Welfare Expenses 1,435 2,218 (d) EPF/ESI 5,255 6,491

Total 97,805 130,473

Note - 21 : Finance Costs (a) Bank Charges 455 112 (b) Interest on Cash Credit 9,427 7,620 (c) Interest on Car Loan 30 76 (d) Interest on Term Loan 2,677 51 (e) Other Interest 214 19

Total 12,803 7,878

Note - 22 : Other Expenses Electricity Charges 11,122 16,982 Rent 32,748 31,614 Repairs and Maintenance - Others 2,906 2,803 Insurance 58 124 Telephone Charges 20,316 22,673 Travelling and Conveyance 911 1,386 Printing and Stationery 1,044 1,378 Business Promotion 2,484 1,243 Legal and Professional Charges 6,015 2,074 Rates and Taxes 1,591 1,353 Donation 8 - Computer Hire Charges 1,370 5,487 Fluctuation in Foreign Currency 6,788 - Loss on Sale of Fixed Assets 415 - General Expenses 10,593 12,272 Auditors Remuneration - - - As Audit Fees 270 270

Grand Total 98,639 99,659






Consolidated Financials



To The Members of

IKF TECHNOLOGIES LIMITED

Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements (the “Consolidated Financial Statements) of IKF TECHNOLOGIES LIMITED (“the Company”), and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the group”), which comprise the consolidated Balance Sheet as at 31st March, 2017 and the consolidated Statement of Profit and Loss and consolidated 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 Consolidated Financial StatementsThe Holding 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 consolidated financial statements in terms of the requirements of the Companies Act, 2013 that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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 Rules, 2014. The respective Board of Directors of the Companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of

presentation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.We did not audit the financial statements of subsidiary companies, whose financial statements reflect total Assets of Rs. 33,64,53,676.98 as at 31st March, 2017 and total revenues of Rs.47,65,040.00 for the year then ended and cash flows amounting to Rs.(3,12,694.41) for the year then ended. These financial statements have been audited by other auditors except the financial statements of IKF Telecom Inc. which are unaudited (As explained to us, there is no mandatory requirement of audit at the place of incorporation of the Company.), whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts included in respect of these subsidiaries, is based solely on the reports of the other auditors and management’s certification.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

INDEPENDENT AUDITOR’S REPORT



Opinion

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

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:

1. In the case of the consolidated Balance Sheet, of the state of affairs of the Company as at 31st March, 2017;

2. In the case of the consolidated Profit and Loss Account, of the PROFIT for the year ended on that date;

3. In the case of consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, we report to the extent applicable 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 of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid

consolidated financial statements have been kept by the Company so far as it appears from our examination

of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash

Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained

for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated 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 of the Holding company as on 31st

March, 2017 taken on record by the Board of Directors of the Holding company and the reports of the

other statutory auditors of its subsidiary companies, none of the directors of the Group’s Company are

disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the

Act.

(f) With respect to the adequacy of the internal financial control over financial reporting of the company and

the operating effectiveness of such control, refer to our separate report in Annexure ‘A’

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of

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

according to the explanations given to us:

(i) The Group has disclosed the impact of pending litigations on its consolidated financial position in its

consolidated financial statement as referred to in Note No. 13(ii) to 13(iv) to the consolidated financial

statements.

(ii) The Group 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 Holding Company and its Subsidiary Companies

(iv) The Holding Company has provided requisite disclosures in its consolidated financial statements as

to holdings as well as dealing in specified bank notes as defined in the Notification S.O. 3407( E )

dated the 8th November, 2016 of the Ministry of Finance, during the period from November 8, 2016

to December 30, 2016. Based on audit procedures performed and the representation provided to

us by the management we report that the disclosures are in accordance with the books of accounts

maintained by Holding Company and the respective group entities, as produced to us and based on

the consideration of reports of other auditors. Refer Note – 1. B. 18






Annexure-A to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub Section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of IKF Technologies Limited (“the Holding Company”) and its subsidiary companies which are companies incorporated in India as of 31st March, 2017 in conjunction with our

audit of financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated in India are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable

financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial

statements.






Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management, override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion, the Holding Company and its subsidiary companies which are companies incorporated in India have, in

all material respects, an adequate internal financial controls system over financial reporting and such internal financial

controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants Of India.

Other MattersOur aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial

controls over financial reporting in so far as it relates to 1 (One) subsidiary company, which is company incorporated in

India, is based on the corresponding reports of the auditors of such company incorporated in India.




( ` in ‘000)

Particulars Note No. As at 31st March, 2017


A. EQUITY AND LIABILITIES

1. Shareholders’ Funds (a) Share Capital 2 430,581 430,581 (b) Reserves and Surplus 3 1,002,147 1,039,790

1,432,728 1,470,371 2. Non-Current Liabilities (a) Long-Term Borrowings 4 11,029 8,939 (b) Deferred Tax Liabilities 1.B.2 - 5,488 (c) Other Long-Term Liabilities 5 590,824 335,391

601,853 349,818 3. Current Liabilities (a) Short-Term Borrowings 6 86,235 75,109 (b) Trade Payables 7 46,395 64,351 (c) Other Current Liabilities 8 335,617 113,277

468,247 252,737

TOTAL 2,502,828 2,072,926

B. ASSETS1. Non-Current Assets (a) Fixed Assets -Tangible Assets 9 294,014 293,941 -Capital Work in Progress 410,532 410,532 (b) Non-Current Investments 10 142,948 142,948 (c) Deferred Tax Assets 1.B.3 444 - (d) Long-Term Loans and Advances 11 566,735 467,249

1,414,673 1,314,670 2. Current Assets (a) Current Investments 12 11,308 11,085 (b) Trade Receivables 13 847,575 704,823 (c) Cash and Cash Equivalents 14 35,362 38,578 (d) Short-Term Loans and Advances 15 2,013 1,493 (e) Other Current Assets 16 191,897 2,277

1,088,155 758,256

TOTAL 2,502,828 2,072,926



Consolidated Balance Sheet as at 31st March, 2017







( ` in ‘000)

Particulars Note No.For the year ended 31st March, 2017


1. Revenue from Operations 17 580,545 810,129

2. Other Income 18 11,998 5,858

3. Total Revenue (1+2) 592,543 815,987

4. Expenses

(a) Purchases of Stock In Trade 19 320,676 510,577 (b) Employee Benefits Expense 20 99,072 141,472 (c) Finance Costs 21 12,806 7,886 (d) Depreciation and Amortisation Expense 9 55,911 35,392 (e) Other Expenses 22 99,424 105,535

5. Total Expenses 587,889 800,862

6. Profit Before Tax (3-5) 4,654 15,124

7. Tax Expenses

(a) Tax Expense for Current Year 6,850 2,450 (b) Tax adjustment for earlier years 34,345 - (c) Deferred Tax Liability / (Asset) (5,932) 2,078

Total Tax Expenses 35,263 4,528

8. Profit for The Year (6-7) (30,610) 10,596

9. Earnings per share (of `1/- each) 1.B.8 Basic / Diluted (0.07) 0.02

Significant Accounting Policies & Notes to the 1.00 Financial Statements


Consolidated Statement of Profit & Loss Account for the year ended 31st March, 2017







( ` in ‘000)

Particulars Note No.As at

31st March, 2017As at

31st March, 2016

A. Cash Flows form Operating Activities

Net Profit Before Tax and Extra Ordinary Items 4,654 15,124 Adjustment for :

Depreciation and Amortisation 55,911 35,392 Profit/Loss on sale of Fixed Assets - (15) Interest Expenses 9,671 7,715 Extraordinary Items - - Interest Income (2,533) (2,301)

Operating Profit Before Working Capital Changes 67,703 55,916 Add: Trade Receivables (142,752) 423,221 Long Term Loans & Advances (99,486) (87,477) Short Term Loans and Advances (520) (765) Other Current Assets (189,619) 548 Inventories - 156,141 Other Long Term Liabilities 255,433 237,699 Trade Payables (17,955) (160,506) Other Current Liabilities 222,340 29,906 Short Term Provisions - -

Cash Generated From Operations 95,144 654,683 Less : Tax Paid 41,195 2,450

Net Cash Flow From Operating Activities 53,949 652,232 B. Cash Flow from Investing Activities

Purchase of Fixed Assets (59,201) (117,453) Proceeds from Sale of Fixed Assets 3,217 403,303 Interest Received 2,533 2,301 Sale (Purchase) of Investment (224) 546,847

Net Cash Flow From Investing Activities (53,675) 834,998 C. Cash Flow from Financing Activities

Loans Borrowed (Net of Repayment) 13,215 47,612 Decrease in reserves (7,034) (1,521,076) Interest Paid (9,671) (7,715)

Net Cash Flow From Financing Activities (3,490) (1,481,179) Net increase in cash/ cash equivalent during the year (3,216) 6,051

Cash and Cash equivalent at the beginning 38,578 32,527

Cash and Cash equivalent at the end 35,362 38,578

Significant Accounting Policies & Notes to the 1 Financial Statements The accompanying notes are integral part of the Financial Statements

Consolidated Cash Flow Statement as at 31st March, 2017







Note1 : SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Preparation

a) The consolidated financial statements of IKF Technologies Limited (the company) and its subsidiaries collectively referred to as the IKF Group or “the Group” has been prepared under the historical cost convention on the accrual basis of accounting and comply with the mandatory Accounting Standards (AS) issued by the Institute of Chartered Accountants of India.

b) As required by schedule III, the Company has classified assets and liabilities into current and non - current based on the operating cycle. An operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. Since the normal operating cycle is not determinable, the operating cycle has been considered as 12 months and the Assets & Liabilities are segregated between Current & Non Current on the basis of management’s decision.

2. Basis of Consolidation

The consolidated financial statement includes the financial statements of IKF Technologies Limited and all its subsidiaries, which are more than 50% owned or controlled. Please refer to Note B1 for the description of the Group.

The financial statements are prepared in accordance with the principles and procedures for the preparation and presentation of consolidated financial statements as laid down under AS 21 prescribed by the ICAI.

The financial statements of the parent company and the subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances and intra-group transactions resulting unrealized profits or losses.

In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate. All the assets and liabilities are converted at the rates prevailing at the end of the year.

The financial statements of the subsidiary companies have been prepared in accordance with International Financial Reporting Standard. The difference in accounting policies between the company and its subsidiary is not material and there are no significant inter company transactions till 31st March 2017.

3. Use of estimates

The preparation of consolidated financial statements requires management to make assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Any revisions to accounting estimates are recognized prospectively in current and future periods.

4. Revenue Recognition

The Group derives its revenues primarily from IT Enabled services, Telecom & Projects, Business process outsourcing operations (BPO) and Bio Fuel division. Revenue from IT enabled services and project comprises income from time and material and fixed contracts. Revenue from time and material contracts is recognized on the basis of software development and billable in accordance with the terms of contracts with clients.Maintenance revenue is recognized ratably over the period of the underlying maintenance agreement.

Notes forming part of the Consolidated Financial statement for the year ended 31st March, 2017



Revenue from business process outsourcing operations arises from both time based and unit priced client contracts. Such revenue is recognized on completion of the related services and is billable in accordance with the specific terms of the contracts with the clients. Rates & Taxes are accounted for on Cash basis.

5. Fixed Assets

Fixed Assets are stated at cost of acquisition less accumulated depreciation thereon. Direct costs are capitalized until assets are ready to be put to use. Fixed assets purchased in foreign currency are recorded at the actual rupee cost incurred. Building represents cost of construction carried on structures taken on rent. Lease under which the company assumes substantially all the risks and rewards of ownership are classified as “Finance Lease”. Lease Assets are capitalized at the fair value of the assets or the present value of the minimum lease payments at the inception of the lease, which is lower.

6. Depreciation

Depreciation on Fixed Assets is provided to the extent of depreciable amount on the Written down Value (WDV) Method. Depreciation is provided based on useful life of the assets as prescribed in schedule II to the Companies Act, 2013.

7. Investments

Investments in Indian / Foreign Subsidiary Company are stated at cost. Provisions for diminution in value of Investments are made only when such diminution is permanent in nature.

8. Foreign currency Transaction

Particulars Year Ended 31.03.2017

Year Ended 31.03.2016

Earning in Foreign Currency # 21,969 41,108


- -

# On Receipt and Payment Basis

Foreign currency transactions are recorded at rates of exchange prevailing on the dates of the respective transaction.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the exchange rates on that date.

The financial statements of the foreign subsidiaries being non-integral operations in terms of para 24 of AS-11 are translated into Indian rupees as follows:

a) Income and Expenses items are translated at the average rate.

b) Assets and Liabilities, both monetary and non-monetary are traslated at the closing rate.

9. Provisions & Contingencies

The group recognizes a provision when there is a present obligation as a result of an obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the

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

obligation that may but probably will not require an outflow of resources.

(`. in ‘000)

Notes forming part of the Consolidated Financial statement for the year ended 31st March, 2017 (Contd.)



10. Impairment of assets

The Group assesses at each balance sheet date whether there is any indication that an asset may be

impaired. If any such indication exists, the company estimates the recoverable amount of the asset. If such

recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset

belongs is less than its carrying amount, the carrying amount is reduced to recoverable amount and the

reduction is treated as an impairment loss.

11. Retirement Benefits & Other Employee Benefits

Defined Contribution Plans

Company’s Contribution to Provident Fund & Employees State Insurance Corporation has been recognized

as expenses of the year.

Defined Benefit Plans

No provision for defined benefit plans and other post-employment benefits is recognized in the books as

no actuarial valuation has been done as on 31st March 2017.

12. Income Tax

a) Provision for Current Income Tax is made on the basis of relevant provisions of the Income Tax Act,

1961 as applicable to financial year.

b) Deferred Tax on timing differences is measured based on the Tax Rates and the Tax laws enacted or

substantively enacted as on the Balance Sheet date. Deferred Tax Assets are recognized only to the

extent that there is virtual certainty with convincing evidence that sufficient future taxable income will

be available against which such deferred tax assets can be realized

13. Cash Flow Statement

The group adopts the Indirect Method in the preparation of Cash Flow Statement. For the purpose of Cash

Flow Statement, Cash & Cash equivalent consist of Cash in hand, Bank Balances and Fixed Deposits with

banks.

14. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present

obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statement.

15. Earning per Share

The Earning per share (basic & diluted) is computed by dividing the net profit attributable to the Equity

shareholders for the period by the weighted average number of euity shares outstanding during the period.




B. NOTES TO THE ACCOUNTS

1. Description of the Group

IKF Technologies Limited is registered under the Indian Companies Act, 2013 with its Registered Office in Kolkata. This is the flagship company of the group and is listed on the principal stock exchanges of India.

List of the subsidiaries with present holding

Subsidiaries Country of incorporation % holding

IKF Telecom Inc.a Company organized under the laws of Delaware, U.S.A

100%

IKF Green Fuel Ltd.a company incorporated under the Companies Act. 1956

99.93%

2. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of Current Assets, Loans & Advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet. The provision of all known liabilities is adequate and is neither excess nor short of the amount reasonable necessary.

3. In terms of Accounting Standard 22, issued by the Institute of Chartered Accountants of India, For Current

Year, there is a net Deferred Tax Asset of ` 59.32 Lakhs which has been adjusted against current year’s

Profit. The Deferred Tax Asset as on 31.03.2017 is ` 4.44 Lakhs due to timing difference in Depreciable

Assets.

4. As per Accounting Standard 15 “Employees Benefit”, the disclosures of Employees benefits as defined in the Accounting ‘Standard are given below :

Contribution to defined Contribution Plan, recognized as expense for the year are as under:

(`. in ‘000)

Particulars 2016-17 2015-16

Employer’s contribution to Provident Fund & pension Fund

1,981 2,133

Employer’s contribution to ESI 3,274 4,367

5. The Company has made an investment of `1,13,08,441.08 in a Firm in which the Company is a partner The

particulars of the Firm is as follows :

Particulars Details

a) Name: M/s. R 2 R Seva

b) Name of the Partner Capital as on 31.03.2017

(`. in ‘000)

Profit Sharing Ratio

(%)

M/s. IKF Technologies Ltd 1,13,08 99%

Mr. Sunil Kumar Goyal 509 1%




6. Related Party Disclosure in accordance with Accounting Standards 18 issued by the Institute of

Chartered Accountants of India :

(a) Subsidiaries and entities where control exists :

IKF Telecom Inc. IKF Green Fuel Ltd. R2R Seva

(b) Key Management Personnel:

Key Executive Management Personnel of the Company represented on the Board:

Mr. Sunil Kumar Goyal Whole Time Director

Non Executive / Independent Director on the Board:

Ms. Nidhi Sharma Director

Mr. Umesh Bhat Director

Mr. N.V. Simhadri Director (ceased w.e.f 11.02.2017)

(c) Significant transaction with related party : (`. in ‘000)

Particulars 31.03.2017 31.03.2016

Investment in Subsidiaries 309572.00 353580.00

Salary to Executive/Whole Time Directors 1200.00 1200.00

Advance to Subsidiary 43450.00 18021.00

7. Business Segments : The Company is engaged primarily in providing services relating to Information Technology and

Business Process Outsourcing (BPO) and there are no separate reportable segments as per Accounting Standard 17 (Segment Reporting).

8. Earnings Per Share : Calculation of Earnings Per Share (Basic and Diluted) as required by AS – 20 : (`. in ‘000)

Particulars Units Year Ended on

31.03.2017

Year Ended on

31.03.2016

Total No. of Shares Nos. 430581440 430581440

Profit (Loss) After Tax ` (30,610) 10,595

Earning Per Share (`. in ‘000) ` (0.07) 0.02

Nominal Value Per Share ` 1.00 1.00

9. The management has carried out an impairment test in accordance with the Accounting Standard 28 issued by the Institute of Chartered Accountants of India on all its cash generating units (CGU). As there was no impairment, no provision has been made in the books.

10. Auditors Remuneration includes : (`. in ‘000)

Particulars For the Year 2016-17 For the Year 2015-16

As Statutory Audit Fees 252 301

As Tax Audit Fees 25 29

Total 277 330




11. The Balances of Debtors, Creditors & Advances are subject to confirmation.

12. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

13. Contingent Liabilities: i) The company has furnished a Performance Bank Guarantee of ` 200.00 Lakhs from UCO Bank Ltd.

in respect of the ISP License to the Department of Telecommunication (DOT). ii) The company has lien on FDR for ` 47.57 Lakhs of Corporation Bank to e-Mitra Society for Bikaner

district & ` 7.90 Lakhs to Custom Department.

14. SEBI has issued an impugned order dated 20th April, 2015 to the Company and directed Company not to issue equity shares or any other instrument convertible into equity shares or any other security for a period of 10 years. Company has already undergone the prohibition for a period of approximately 5 years and 8 months and an appeal has been filed before Securities Appellate Tribunal (SAT) against the said impugned order of SEBI.15. There is no mandatory requirement of Financial Statements to be audited in IKF Telecom Inc. as a consequence, the figures of IKF Telecom Inc. considered for consolidation are unaudited and the same has been certified by management.

16. Previous year’s figures have been regrouped/rearranged wherever necessary, to confirm to the current period presentation.

17. Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary.

Name of the Enterprise

Net Assets (Total Assets - Total Liabilities)

Share in Profit or Loss

As % of Consolidated Net Assets

Amount (`)As % of

Consolidated Profit or Loss

Amount (`)

Parent 76.57 10,97,076.11 100.98 (30,911)Subsidiaries Indian IKF Green Fuel Limited 23.42 3,35,559 -0.98 301 Foreign IKF Telecom INC 0.01 122 - -Minority Interests in all subsidiaries NIL NIL NIL NILTOTAL 100.00 14,32,757.00 100.00 (30,610)

18. Disclosure in respect of Specified Bank Notes held and transacted :-

ParticularsSpecified Bank

Notes (SBN)Other Denomination

NotesTotal (`)


47,500.00 1,51,912.00 1,99,412.00

(+) Permitted Receipts 0.00 5,89,171.00 5,89,171.00(-) Permitted Payments 0.00 5,48,709.00 5,48,709.00(-) Amount deposited in Bank 47,500.00 0.00 47,500.00Closing Cash in Hand as on 30.12.2016

0.00 1,92,374.00 1,92,374.00

Note: The above disclosure is based on the data of the Holding Company, no information of the same has been provided for the subsidiary companies, and thus was not considered for the purpose of consolidation




Notes forming part of the Consolidated Financial Statement for the year ended 31st March, 2017 (Contd.)

( `. in ‘000)


No. of shares ( ` ) No. of shares ( ` )

Note 2 : Share Capital(a) Authorised, Issued, Subscribed and Paid-Up

Share Capital Authorised

Equity shares of `1 each with voting rights 1,000,000,000 1,000,000 1,000,000,000 1,000,000

1,000,000,000 1,000,000 1,000,000,000 1,000,000 Issued, Subscribed and Fully Paid-Up Equity shares of `1 each with voting rights 430,581,440 430,581 430,581,440 430,581

430,581,440 430,581 430,581,440 430,581

(b) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars Opening Balance

Fresh issueClosing Balance

Equity shares with voting rights Year ended 31st March, 2017 - Number of shares 430,581,440 – 430,581,440 - Amount (`) 430,581 – 430,581

Year ended 31st March, 2016 - Number of shares 430,581,440 – 430,581,440

- Amount (`) 430,581 – 430,581

(c) Terms/rights attached to equity shares: The company has only one class of equity shares having par value of ` 1/- per share. Each holder of equity shares is

entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the

company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares

held by the shareholders. (d) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2017 As at 31st March, 2016

Number % age Number % age

None of the shareholder of the Company is _ _ _ _ holding more than 5% shares.

Note - 3 : Reserves and Surplus



( ` )

(a) Capital Reserve Opening Balance (1,647,627) (126,551) Less: During the year (7,034) (1,521,077)

Closing Balance (1,654,661) (1,647,627)

(b) Securities Premium Account Opening Balance 837,512 837,512


(c) Surplus / (Deficit) in Statement of Profit & Loss Opening Balance 1,849,905 1,839,310

Add: Profit / (Loss) for the year (30,609) 10,595

Closing Balance 1,819,296 1,849,905

Grand Total ( a+b+c ) 1,002,147 1,039,790



( `. in ‘000)

Particulars As at 31st March,

2017 ( ` )

As at 31st March, 2016 ( ` )

Note - 4 : Long-Term Borrowings

(a) Car Loan - Secured against Car - 33

(b) Term Loan

- Secured against property & FD 11,029 8,906

Total 11,029 8,939

Note - 5 : Other Long-Term Liabilities

Trade Payables - Sundry Creditors 590,824 335,391

Total 590,824 335,391

Note - 6 : Short-Term Borrowings

(a) Loans repayable on Demand from Banks - Cash Credit from UCO Bank-Secured 80,275 69,935

(b) Car Loan - Secured against Car 33 441

(c) Term Loan from UCO Bank - Secured against property & FD 5,927 4,733

Total 86,235 75,109

Note - 6.1 : Details of security for the secured short-term borrowings

(i) Cash Credit Account from bank is secured on hypothecation of Trade Receivables, Director’s Property, Land & Building of the Company and Personal Guarantees of the Directors.

Note - 7 : Trade Payables

Sundry Creditors 46,395 64,351

Total 46,395 64,351

Note - 8 : Other Current Liabilities

(a) Statutory Liabilities 108,046 87,436 (b) Liability for Expenses 12,763 15,966 (c) Advances from Party 214,641 1,903 (d) Other Liabilities 167 7,972 Total 335,617 113,277




Note

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( `. in ‘000)


Units ( ` ) Units ( ` )

Note - 10 : Non- Current Investments

Non Trade Investments Investment in Equity Instruments (a) In Others - IKF Insurance Marketing Ltd.(` 10/- each) 25,000 250 25,000 250 (Formerly known as IKF Salampuria Agrotech Ltd.) (Unquoted, fully paid up shares) - Naya Raipur Electronics Manufacturing Cluster 50,000 500 50,000 500

Pvt. Ltd. (` 10/- each) (Fully paid up shares)

- Virtual Global Education Ltd. (` 1/- each) 77,500,000 142,198 77,500,000 142,198 (Quoted, fully paid up shares)

Total 142,948 142,948

Aggregate market value of Quoted Investments 429,350 553,350


( ` in ‘000)As at 31st March, 2016

( ` in ‘000)

Note - 11 : Long-Term Loans and Advances (a) Advance Income Tax 44,341 48,546

“(Net of Provision for Income Tax ` 92,30,919/- as at 31st March, 2017 and ` 4,08,52,546/- as at 31st March, 2016)”

(b) Security Deposit 9,625 17,439

(c) Advances to Parties - Unsecured, Considered Good 512,617 401,212 - Related Parties 152 52 Total 566,735 467,249

Note - 12 : Current Investments (a) Investment in Partnership Firm - R 2 R Seva 11,308 11,085

Total 11,308 11,085

Note - 13 : Trade Receivables (a) Trade receivables outstanding for a period 642,863 531,096

exceeding six months from the date they were due for payment.

(b) Other Trade Receivables - Unsecured, Considered Good 204,712 173,727

Total 847,575 704,823

Note - 14 : Cash and Cash Equivalents

(a) Cash in Hand (As Certified by Management) 883 4,819 (b) Balances with Banks

- In Current Accounts 508 513 (c) Other Bank Balances

- In Fixed Deposit Maturity less than 12 months 31,038 30,222 Maturity more than 12 months 2,933 3,024

Total 35,362 38,578





Note - 15 : Short-Term Loans and Advances (a) Advances to Parties

- Unsecured, Considered Good 2,013 1,493

Total 2,013 1,493

Note - 16 : Other Current Assets (a) Advances to Creditors 190,423 487 (b) Balance with Department of Telecommunication 1,300 1,300 (c) Prepaid Expenses 173 490

191,896 2,277



Note - 17 : Revenue from Operations

(a) BPO Income (Domestic & International) 154,299 192,171 (b) Bandwidth & VOIP Sales 56,805 41,376 (c) Software Services/Consultancy & IT Income 201,664 128,561 (d) Software Sales 163,012 418,901 (e) Others 4,765 29,121

Total 580,545 810,129

Note - 18 : Other Income

(a) Interest Income: - Interest on FDR 2,533 2,301 - Interest on IT Refund 6,428 - (b) Rent Received 284 300 (c) Income from Partnership Firm R2R Seva 24 24 (d) Fluctuation in Foreign Currency - 138 (e) Miscellaneous Income 106 - (f) Commission Income 2,623 3,080 (g) Profit on sale of Fixed Assets - 15

Total 11,998 5,858

Note - 19 : Purchases of Stock in Trade

(a) Bandwidth & VIOP Purchases 41,036 35,189 (b) Purchase of Data - 101 (c) Software Purchases 277,232 455,766 (d) Other Purchase - 17,484 (e) Cost of Seeds & Samplings 2,020 405 (f) Planatation Expenses 388 1,632

Total 320,676 510,577

Note - 20 : Employee Benefits Expense

(a) Salaries and Allowances 91,175 131,402 (b) Directors’ Salary 1,200 1,200 (c) Staff Welfare Expenses 1,442 2,379 (d) EPF/ESI 5,255 6,491

Total 99,072 141,472

( `. in ‘000)






Note - 21 : Finance Costs

(a) Bank Charges 456 120 (b) Interest on Cash Credit 9,427 7,620 (c) Interest on Car Loan 29 76 (d) Interest on Term Loan 2,680 51 (e) Other Interest 214 19

Total 12,806 7,886

Note - 22 : Other Expenses Electricity Charges 11,140 17,640 Rent 32,812 32,562 Repairs and Maintenance - Others 2,913 2,883 Insurance 58 149 Telephone Charges 20,359 23,047 Travelling and Conveyance 1,132 2,560 Printing and Stationery 1,045 1,456 Business Promotion 2,546 1,597 Legal and Professional Charges 6,024 2,342 Rates and Taxes 1,591 1,353 Donation 8 - Computer Hire Charges 1,370 5,487 Fluctuation in Foreign Currency 6,788 - Loss on Sale of Fixed Assets 415 - General Expenses 10,946 14,130 Auditors Remuneration - As Audit Fees 277 330

Total 99,424 105,535



CA. Swati Singhal Sunil Kumar Goyal Umesh Bhat Partner Whole Time Director Dirtector Membership No. 308308 1, British Indian Street, Amar Jyoti Lenka Kamal Kishor Poddar 1st Floor, Suite No, 110D, Company Secretary Chief Financial Officer Kolkata - 700 069,





Notice is hereby given that the 18th Annual General Meeting (AGM) of the members of IKF Technologies Limited will be held on 31st August 2017 at 3.00 P.M at the Convergence Centre, DPSC Plot No. X-1, 2&3, Block EP, Sector- V, Salt Lake, Kolkata - 700091, to transact the following business:

ORDINARY BUSINESS :

Item No. 1: Adoption of Financial Statements

To receive consider and adopt the audited financial statement (including the Consolidated Financial Statements) of the Company for the financial year ended March 31st, 2017 and the reports of the Board of Directors (‘The Board’) and the Auditors Report thereon

Item No. 2 – Appointment of Director liable to be retire by rotation

To appoint a director in place of Mr. Sunil Kumar Goyal (Din: 00550933), who retires by rotation and being eligible offer himself for reappointment, and to pass the following resolution with or without modification(s) as an Ordinary Resolution.

“ RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act 2013, the approval of the members of the Company be and is hereby accorded for the reappointment of Mr. Sunil Kumar Goyal (DIN : 00550933) as a whole time director, whose place is liable to retire by rotation.”

Item No. 3 - To Appoint Statutory Auditor to fill casual vacancy of Statutory Auditor due to resignation.

“RESOLVED THAT pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 as amended from time to time, and the consent of the shareholders be and are hereby given for the appointment of Auditors viz. M/s. Agarwal Vishwanath & Associates, Chartered Accountants (Firm Registration No. 323024E), as the statutory auditor of the Company to fill the casual vacancy caused by resignation of M/s Mandawewala & Co, Chartered Accountants (Firm Registration No.322130E) from the conclusion of the 18th Annual General Meeting till the 22nd Annual General Meeting to be held in the year 2022 on a remuneration as fixed by the Board of Directors”.

SPECIAL BUSINESS:

To consider and if thought fit pass the following resolution as Ordinary Resolution:

Item No. 4 - Ordinary Resolution for the appointment of Mr. Ajay Raina as Independent Director (DIN: 06470583)

“ RESOLVED THAT pursuant to the provisions of Sections 152 ,160 and 161 and other applicable provisions of Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment thereof and for the time being in force, Mr. Ajay Raina (DIN : 06470583), who was appointed as an Additional Director by the Board of Directors of the Company on the Board Meeting which was held on 27.05.2017 and who holds office as such upto the date of this Annual General Meeting, and who has submitted a declaration of Independence u/s 149(6) of the companies act 2013, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act ,2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company for a term of 5 (five) years”.

Item No. 5 - Ordinary Resolution for the appointment of Mr. Manoj Rungta as Independent Director (DIN: 02170863)

“ RESOLVED THAT pursuant to the provisions of Sections 152 ,160 and 161 and other applicable provisions of Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, including any statutory modification(s) or re-enactment thereof and for the time being in force, Mr. Manoj Rungta (DIN: 02170863), who was appointed as an Additional Director by the Board of Directors of the Company on the Board Meeting which was held on 27.05.2017 and who holds office as such upto the date of this Annual General Meeting, and who has submitted a declaration of Independence u/s 149(6) of the companies act 2013, in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act ,2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as Independent Director of the Company for a term of 5 (five) years”.

NOTICE

By Order of the Board of Directors

For IKF Technologies Limited

Rajneesh Mishra

Company Secretary

Registered Office:

2nd Floor, Plot No. J-1/12 Block- EP & GP, Sector-V Salt Lake, Kolkata-700 091CIN: L72200WB2000PLC111253 Phone: +91 33 23572610/11 E-mail: [email protected], Website: www.ikf-technologies.com

Date: 28th July, 2017Place: Kolkata



NOTES :

A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“AGM’’)MAY APPOINT ONE

OR MORE PROXIES TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF /HERSELF AND A PROXY

SO APPOINTED NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT OF PROXY IN ORDER TO BE

EFFECTIVE MUST BE RECEIVED AT THE COMPANY’ S REGISTERED OFFICE, DULY COMPLETED AND SIGNED, NOT

LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE AGM I.E BY 3:00 P.M ON 29TH

OF AUGUST, 2017. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND

HOLDING IN THE AGGREGATE NOT MORE THAT TEN PERCENT (10%) OF THE SHARE CAPITAL OF THE COMPANY.

B. Corporate members intending to send their authorized representative in accordance with Section 113 of the Companies

Act, 2013 to attend the meeting are required to send a certified copy of the Board resolution to the Company or upload

it on the e-voting portal, authorizing their representative to attend and vote on their behalf.

C. Members are requested to bring their attendance slips duly filled in and signed as per the specimen signature recorded

with the Company for attending the meeting along with Annual Report already circulated to them.

D. In case several joint holders attending the meeting, only such joint holder who is higher than in the order of names will be

entitled to vote at the meeting.

E. The Register of Members and Share Transfer Books will remain close on 29th August, 2017 to 31st August, 2017 (both

days inclusive).

F. The Company’s Registrars & Transfer Agents for its share registry (both physical as well as electronic mode) is M/s.

Bigshare Services Private Limited having its office at 1st Floor, Bharat Tin Works Building , Opp Vasant Oasis, Makwana

Road, Marol, Andheri East, Mumbai-400059, Maharastra.

G. Members holding share in electronic mode are requested to intimate any change in their address or bank mandates or

demise of any member to the Registrar & Share Transfer Agent of the Company, M/s. Bigshare Services Private Limited

at 1st Floor, Bharat Tin Works Building, Opp Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai-400059,

Maharastra and /or to Company Secretary at the registered office of the company at 2nd Floor, J-1/12, Block EP&GP,

Sector- V, Salt Lake, Kolkata- 700091, quoting their Folio Number. Shareholders holding share in dematerialized form are

requested to address all their correspondence to their respective Depository Participants.

H. In all correspondence with the Company, members are requested to quote their Account/Folio Number and in case their

shares are held in dematerialized form their client ID and DP ID numbers.

I. The Securities & Exchange Board of India (SEBI) has mandated the submission of the Permanent Account No (PAN) by

every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit

their PAN to their Depository Participant(s). Members holding shares in physical form are required to submit their PAN

details to the Registrar and Share Transfer Agents.

J. In compliance with Section 108 of the Act, read with corresponding rules and Regulation 44 of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’)the Company has provided a facility to its

members to exercise their votes electronically through electronic (e-voting) services facilitated by The National Securities

Depository Limited (NDSL).The facility for voting through ballot papers will also be made available at the AGM and

members attending the AGM, who have not cast their votes by remote e-voting shall be able to exercise their right at

the AGM, through ballot papers. Members who have caste their votes by remote e-voting prior to the AGM may attend

the AGM but shall not be entitled to caste their votes again. The instructions for e voting are annexed to the Notice. The

Board has appointed Mr. Pramod Kumar Pal Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting/

ballot papers in affair and transparent manner.

NOTICE (Contd.)



K. Members holding share in the same manner or in the same order of names but in several folios are requested to consolidate

them into one Folio.

L. Members may also note that the Notice of the 18th Annual General Meeting and Annual Report for the financial year

2016-17 can be downloaded from the Company’s website, www. ikf-technologies.com. For any communication, the

shareholders may also send requests to the Company’s investor email id: [email protected].

M. The Annual Report 2016-17, the Notice of 18th AGM and instructions of e-voting, along with the attendance slip and

proxy form are being sent by electronic mode to the members whose email addresses are registered with the Company

or Depository Participant(s),unless a member has requested for physical copy of the documents. For members who have

not registered their e-mail address, physical copies will be sent through permitted mode.

N. Additional information, pursuant to Regulation 36 of Listing Obligation and Disclosure Requirement, in respect of the

directors seeking appointment/ reappointment at the AGM, forms integral part of Notice.

O. The Company has no unpaid or unclaimed dividends for the purpose of transferring into the Investor Education and

Protection Fund (The IEPF) established by the Central Government.

P. All documents referred to in the Notice will be available for inspection, at the Company’s registered office during normal

business hours on working days upto the date of the AGM.

Q. Members seeking clarifications on the Annual Report are requested to send in written queries to the Company at least

one week before the date of meeting. This would enable the company to compile the information and provide replies in

the meeting.

R. Queries proposed to be raised at the AGM may be sent to the Company at its Registered Office at least seven days prior

to the date of AGM to enable the Management to compile the relevant information to reply the same in the Meeting.

S. Copies of the Memorandum and Articles of Association of the Company and the documents referred to in the Notice etc.,

shall be open for inspection at the Registered Office of the Company on any working day between 11 A.M. to 4 P.M. up

to the date of AGM.

T. Voting through electronic means

In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management

and Administration) Rules, 2014 as amended and Regulation 44 of the Listing Obligation and Disclosure Requirements),

Regulation 2015, the Company is pleased to provide Members facility to exercise their right to vote on resolutions

proposed to be passed in the 18th Annual General Meeting (AGM) by electronic means and the business may be

transacted through Remote e-Voting Services provided by NSDL.

1. The facility for voting through poll by ballot paper shall be made available at the Meeting and the members attending the

Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting through poll by ballot paper.

2. The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast

their vote again.

3. The Board of Directors of the Company has appointed Mr. Pramod Kumar Pal, Practicing Company Secretary, Kolkata as

Scrutinizer the poll by ballot paper and remote e-voting process in a fair and transparent manner and he has communicated

his willingness to be appointed and will be available for same purpose.

4. Voting rights shall be reckoned on the paid-up value of shares registered in the names of the member/beneficial owner

(in case of electronic shareholding) as on the cut-off date i.e. 24th August, 2017 only shall be entitled to avail the facility

of remote e-voting/poll by ballot paper.

NOTICE (Contd.)



5. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the

depositories as on the cut-off date i.e. 24th August 2017 only shall be entitled to avail the facility of remote e-voting/Poll

by ballot paper.

6. Once the vote on a resolution is cast by a member, the member shall not be allowed to change it subsequently or cast

the vote again.

7. In case of any query pertaining to e-voting, please visit Instructions FAQ’s for Members & E-voting User Manual for

Members in download section of NSDL’s e-voting website https://www.evoting.nsdl.com or call on toll free no.

1800222990 or contract Mr. Subhashis Sengupta, Assistant Manager NSDL at designated emails ids [email protected]

or [email protected] or at telephone nos: 022-2499 4545/4738. Members may also address their queries relating to

e-voting to the e-mail ID [email protected].

8. The Remote E-voting period begins at 9.00 A.M. on Monday, 28th August, 2017 and ends at 5.00 P.M. on Wednesday, 30th

August, 2017. During this period members; of the Company, holding shares either in physical form or in dematerialized

form, as on the cut – off date (record date) i.e. 24h August, 2017 may cast their vote electronically. The e-Voting module

shall be disabled by NSDL for voting thereafter. The instructions for e-voting are as under :

(I) In case of Members who receive the Notice in Electronic mode :

(a) Open e-mail and open PDF file viz. “IKF Technologies e-voting.pdf” with your client ID No. or Folio No. as password.

The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password.

You will not receive this PDF file if you are already registered with NSDL for e-voting.

(b) Launch internet browser by typing the URL: https://www.evoting.nsdl.com/ and click on “Shareholder-Login”.

(c) Put User ID and password as initial password noted in step (a) above and Click Login. If you are already registered

with NSDL for e-voting then you can use your existing user ID and password. If you forgot your password, you can

reset your password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com.

(d) Password change menu appears. Change the password with a new password of your choice with minimum 8 digits/

character or combination thereof. Please do not share your password with any other person and take utmost care to

keep your password confidential.

(e) Home page of e-voting opens. Click on “e-voting: Active E-voting Cycles” and select the Electronic Voting Event

Number (106743) of IKF Technologies Limited. Members can cast their vote online from 9.00 A.M. to on Monday, 28th

August, 2017 till 5.00 P.M. On Wednsday, 30th August, 2017.

(f) Now you are ready for e-voting as ‘Cast Vote’ page opens.

(g) Cast your vote by selecting appropriate option and click on “Submit”. Thereafter click on ‘Confirm” when prompted.

(h) Upon confirmation, the message ‘Vote cast successfully’ will be displayed. Thereafter you will not be allowed to

modify your vote.

(i) Corporate and institutional shareholders (companies, trusts, societies etc.) are required to send a scanned copy (in

PDF/JPG format) of the relevant Board Resolution/appropriate authorization, with the specimen signature(s) of the

Authorised signatory(ies) duly attested, to the Scrutinizer through e-mail at [email protected] with a copy

marked to NSDL’s e-mail ID [email protected].

(II) In case of Members who receive the Notice by Post:

(a) User ID and initial password is provided for the purpose of remote e-voting for AGM.

(b) Please follow the steps from SI. No T-8 (b) to (i) to caste your vote.

NOTICE (Contd.)



NOTICE (Contd.)

(III) Members already registered with NSDL for remote e-voting can use their existing user ID and password for Login.

Thereafter please follow the steps from Sl. Nos. (e) to (i) mentioned in (I) above, to cast your vote.

(IV) General Information

(a) Every Client ID No./Folio No. shall have one e-vote, irrespective of the number of joint holders.

(b) Voting rights shall be reckoned on the paid up value of shares registered in the name of the Member as on 24th

August, 2017.

(c) Remote E-voting right cannot be exercised by a proxy.

(d) The Scrutinizer, after scrutinizing the votes cast at the meeting through poll by ballot paper and through remote e-voting, will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www.ikf-technologies.com and on the website of NSDL www.evoting.nsdl.com . The result shall simultaneously be communicated to the Stock Exchanges, where the Company’s shares are listed.

U. Explanatory Statement under Section 102(1) of the Companies Act, 2013 which sets out details relating to Special Business to be transacted at the meeting, is annexed hereto and form part of the Notice.

By Order of the Board of Directors

For IKF Technologies Limited

Rajneesh Mishra

Company Secretary

Registered Office:2nd Floor, Plot No. J-1/12 Block- EP & GP, Sector-V Salt Lake, Kolkata-700 091CIN: L72200WB2000PLC111253 Phone: +91 33 23572610/11 E-mail: [email protected]: www.ikf-technologies.com

Date: 28th July, 2017Place: Kolkata



Annexure to the NoticeExplanatory Statement Pursuant to Section 102 of the Companies Act, 2013Item No; 4Based on the recommendation of the Nomination and Remuneration Committee, Mr. Ajay Raina (DIN: 06470583) was appointed as an Additional Director on the Board of the Company at their meeting held on 27th May, 2017 pursuant to provisions of Section 161 of the Act and Articles of Association of the Company.

Mr. Ajay Raina is a graduated with a Bachelor of Arts, thereafter a degree in Marketing followed by Master’s Degree in Management from Mumbai University. He has undergone various comprehensive leadership training courses, skills and strategies to effectively impact profitability, productivity and performance to take extraordinary opportunity to study the leadership skills from some of the world’s best leaders.

His work experience and exposure is in various verticals and domains, such as, construction, building material, telephonic products and exchanges, mobile telephony, global processor and provider for e-commerce business and lastly providing financial, advisory and intermediary services, borrowing arrangements for all types of Loans from financial Institutions, public sector banks, private sector banks, non-banking finance companies, and other institutions in and outside India.

Item No; 5Based on the recommendation of the Nomination and Remuneration Committee, Mr. Manoj Rungta (DIN: 02170863) was appointed as an Additional Director on the Board of the Company at their meeting held on 27th May, 2017 pursuant to provisions of Section 161 of the Act and Articles of Association of the Company..

Mr. Manoj Rungta is a commerce graduate from Calcutta University.

He started his career as an Entrepreneur in Media and Distribution industry. He has been associated with IT&ITES, ISP and BPO industries for more than 15 years

PROFILE OF DIRECTORS BEING APPOINTEDAs required by Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the particulars of Directors who are proposed to be appointed are given below.

1. Name : Mr. Ajay RainaAge: 61 years Qualification: M.B.A (Mumbai University)

Experience: His work experience and exposure is in various verticals and domains, such as, construction, building material, telephonic products and exchanges, mobile telephony, global processor and provider for e-commerce business and lastly providing financial, advisory and intermediary services, borrowing arrangements for all types of Loans from financial Institutions, public sector banks, private sector banks, non-banking finance companies, and other institutions in and outside India.

Other Directorship as on 31.03.2017

Name of the Company Position Held INFINITE NATURAL RESOURCES (P) LTD DirectorMEGA NIRMAN & INDUSTRIES LTD Managing Director

2. Name : Mr. Manoj RungtaAge: 47 years Qulaification: B.Com

Experience: Mr. Rungta is a commerce graduate from Calcutta University. He started his career as an Entrepreneur in Media and Distribution industry. He has been associated with IT&ITES,ISP and BPO industries for more than 15 years

Other Directorship as on 31.03.2017

Name of the Company Position Held RANGER REALITY PRIVATE LIMITED Director



Route Map of AGM Venue

18TH ANNUAL GENERAL MEETING

PROXY FORM

Form MGT- 11[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Shareholder(s) (In Block Letters) ....................................................................................................................

Registered Address ..............................................................................................................................................................

E-mail Id ................................................................................................................................................................................

Registered Folio No. / DP ID & Client ID No.

I/We, being the Shareholder(s) holding .................................................... shares of IKF Technologies Limited hereby appoint:-

(1) Name : .....................................................................Address ...................................................................................

E-mail ID: ...................................................................Signature ...................................................................................or falling him/her

(2) Name : .....................................................................Address ...................................................................................

E-mail ID: ...................................................................Signature ...................................................................................or falling him/her

(3) Name : .....................................................................Address ...................................................................................

E-mail ID: ...................................................................Signature ...................................................................................

or falling him/her

as my / our proxy to attend and vote for me/us and on my/our behalf, if not already voted by me/us through remote e-voting, at the 18th

Annual General Meeting of the Company to be held on Thursday, 31st day of August, 2017 at 3:00 P.M. at The Convergence Centre, DPSC,

Plot no. X-1, 2 & 3, Block EP, Sector - V, Salt lake, Kolkata – 700 091 and at any adjournment thereof in respect of such resolutions as

are indicated below:

Resolution No. Description Optional ( 3 )

For Against

Ordinary Business

1. Adoption of Annual Accounts of the Company as on 31st March, 2017.

2. Appointment of Director who is liable to retire by rotation.

3. Appointment of Statutory Auditors of the Company.

Special Business

4. Appointment of Mr. Ajay Raina as Independent Director.

5. Appointment of Mr. Manoj Rungta as Independent Director.

Signed this ___________________________ day of ____________________________ 2017

Signature of Shareholder (s) ____________________________________________________

Signature of Proxy holder (s) ____________________________________________________

Note: This form of Proxy in order to be effective, should be duly completed and deposited at the Registered Office

of the Company at 2nd Floor, Plot No. J 1/12, Block EP & GP, Sector – V, Salt Lake, Kolkata – 700 091 not less

than 48 hours before the commencement of the AGM i.e. by 03:00 p.m. on 31st August, 2017.

AffixRevenue Stamp

"

IKF Technologies Limited Regd. Off – 2nd Floor, Plot No. J 1/12, Block EP & GP, Sector – V, Salt Lake, Kolkata – 700 091

Tel No: +91 33 2357 2610/11; Fax No: +91 33 2357 2612E-mail: [email protected]; Website: www.ikf-technologies.com

CIN: L72200WB2000PLC111253

"

18TH ANNUAL GENERAL MEETING

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE

Name of the Shareholder (s) (In Block Letters) ...............................................................................................................................

Registered Folio No./DP ID & Client ID No. ....................................................................................................................................

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

Name of the Proxy, if any (In Block Letters) ....................................................................................................................................

I hereby record my presence at the 18TH ANNUAL GENERAL MEETING of the Company being held at The Convergence Centre, DPSC, Plot no. X-1, 2 & 3, Block EP, Sector - V, Salt lake, Kolkata – 700 091 on Thursday, 31st day of August, 2017at 03:00 P.M

Signature of the Shareholder or Proxy ..............................................................................................................................

Note: Shareholder/Proxy attending the Annual General meeting (AGM) must bring his/her Admission Slip which should

be signed and deposited before entry to the Auditorium.

ELECTRONIC VOTING PARTICULARS

In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration)

Rules, 2014 and amendments thereafter, the Resolutions proposed at the 18th AGM will be transacted through remote

E-Voting (facility to cast vote from a place other than the venue of the AGM).

EVEN (E-voting Event Number) User ID Password

Please refer to Note No. S of Notice

REGISTRATION OF E-MAIL ADDRESS FOR FUTURE COMMUNICATION

Name of the Shareholder (s) (In Block Letters) ................................................................................................................................

Registered Address. .......................................................................................................................................................................

E-mail Id .........................................................................................................................................................................................

Registered Folio No/DP ID & Client ID No. ......................................................................................................................................

Signature of the Shareholder (s) ......................................................................................................................................................

IKF Technologies Limited Regd. Off – 2nd Floor, Plot No. J 1/12, Block EP & GP, Sector – V, Salt Lake, Kolkata – 700 091

Tel No: +91 33 2357 2610/11; Fax No: +91 33 2357 2612E-mail: [email protected]; Website: www.ikf-technologies.com

CIN: L72200WB2000PLC111253

In this Annual Report, we have disclosed forward looking information to enable investors to comprehend our prospect and take informed investment decisions. This report and other statements – written and oral that we periodically make, contain forward looking statements that set out anticipated results based on the Management’s plans and assumptions. We have tried where ever possible to identify such statements by using words such as ‘anticipates, estimates, expects, projects, intends, plans, believes’ and words of similar substance in connection with any discussion or future performance.

We cannot guarantee that these forward looking statements will be realized, although we believe that we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even in an inaccurate assumption. Should known or unknown risks or uncertainties materialise or should underline assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future event or otherwise.

Looking Forward Statement

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