REPORT OF BOARD OF DIRECTORS
Your Directors are pleased to present their SeventhAnnual Report on the business andoperations of theCompany and the accounts for the financial yearended 31 March 2016.
Shri Krishna Prasadam Limited was incorporated as a private limited company on 28th May2009 under the provisions of the Companies Act 1956 with the object of dealing inrudraksha beeds tulsi gems diamonds jewelleries and precious stones etc.
Company successfully carried on the business of trading in to the gems jewelleries andprecious stones since its inception. Later on Company has changed its main object totrading of agricultural products and Real Estate business; the new certificate pursuant toobject change was issued by Registrar of Companies on 16th December 2013. At present theCompany is engaged in the business of trading of agricultural produce and in particulartrading of RICE of several qualities.
The Company has been converted from Private Limited to Public Limited after complyingwith the provisions of the Companies Act 1956 in this regard and the name of Companyconsequent upon the conversion has been changed from Shri Krishna Prasadam Pvt. Ltd. toShri Krishna Prasadam Limited. The fresh certificate of incorporation has been issued bythe registrar of the Companies NCT of Delhi on 24th December 2013.
Your Company has also expand its business in Real Estate business the company isservice provider in the real estate sector to the company engaged in the development ofprojects in the form consultancy marketing underwriting services etc.
Scope of Services offered by the Company
Sell & Purchase
Marketing of the projects
Underwriting of properties
At present company has emphasized its focus only on the residential properties in thearea of Delhi NCR and other surrounding region. We are also planning to extend ourServices to the commercial properties segment. Company believes in stepwise consistentand sustainable growth. We are also planning to expand our geographical presence andclientele base.
| ||(Rupees in Lacs) |
|Particulars ||F.Y. 2016 ||F.Y. 2015 |
|1 Net Sales/ Income From Operation ||343.90 ||795.93 |
|2 Operating Expenditure ||343.67 ||794.56 |
|3 Operating Profit ||0.22 ||1.37 |
|4 Add: Other Income ||0.00 ||0.03 |
|5 Less: Finance Cost ||0.00 ||0.04 |
|6 Profit before Depreciation and Tax ||0.43 ||1.36 |
|7 Less: Depreciation/ Amortization / Impairment ||0.21 ||0.52 |
|8 Profit Before Tax ||0.22 ||0.84 |
|9 Less: Tax Expanses ||0.07 ||0.27 |
|10 Net Profit/ Loss after Tax ||0.15 ||0.53 |
REVIEW OF OPERATION
The Board is pleased to inform you that during the financial year 2015-16 the revenuefrom business decreased to Rs. 343.89lacs as compared to Rs. 795.93lacs in the previousyear. The Company has earnedprofitof Rs. 16966/- forthe financial year 2015-16as comparedto profit of Rs. 52549/- during financial year 2014-15.Th profit for the current year hassuffered a dip on account of decrease in the revenue and increase in the operatingexpenses. The management assures you that it will try to bring the Company in the moreprofitable situation in the coming years. Your Company hopes to increase its presence inother geographical market in the coming years which would significantly increase the topline and bottom line of Company in the coming years.
The Board of Directors of your Company is of the opinion that keeping in view thefuture fund requirements of the Company. Your Directors have not recommended any dividendon equity shares for the year under review. The Board assures you to present a much strongfinancial statements in coming years.
TRASFER TO RESERVES
During the financial year 2015-16 an amount of Rs. 16966/- has been transferred toGeneral Reserve.
The Members of the Company had at its 06th Annual General Meeting held on 28thSeptember2015 approved the appointment of M/s. Rishi Arora&Associates Chartered Accountantshaving registration No. 027766N as the Statutory Auditor of the Company upto theconclusion of Ninth Annual General Meeting (AGM). In terms of Section 139 of the CompaniesAct 2013 and Rules made thereunder the said appointment is required to be ratified at theComing Annual General Meeting.
As required under Section 139 of the Companies Act 2013 the Company has obtained acertificate from them to the effect that their appointment if ratified would be inaccordance with the conditions prescribed under the Companies Act 2013 and the rules madethereunder as may be applicable.
During the year under review Internal Audit of the Company has been carried out by Mr.GauravBansal Chartered Accountants Delhi.Also Mr. GauravBansal Chartered AccountantNew Delhi has given its consent to be re-appointed as an Internal Auditor of the Companyfor the financial year 2016-17.
M/s Vivek Kumar & Associates Practicing Company Secretaries was appointed toconduct the secretarial audit of the Company for the financial year 2015-16 as requiredunder Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial AuditReport for the financial year ended 31st March 2016 is annexed herewith and marked asAnnexure I to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
The Auditors report on the financial statement for the financial year 2015-16 isself-explanatory and does not require any comment from the management of the company.
SECRETARIAL AUDITORS REPORT
The Secretarial Auditors Report on the compliances of all the laws which areapplicable on the Company for the financial year 2015-16 and done by M/s Vivek Kumar &Associates is self-explanatory and does not require any comment from the management of thecompany.
In pursuant to the provisions of Section 152 of the Act and the Articles of Associationof the Company Mr. Kulbhushan Parashar Director is liable to retire by rotation at theensuing Annual General Meeting ("AGM") and is eligible for re-appointment.
Further Board of Directors at its meeting held on 07th November 2015 hasaccepted the resignation of Mr. Niraj Singh and Mr. Arun Saldi as directors of company.The Board expressed its deep appreciation for the valuable services rendered by them. AlsoBoard has appointed Ms. Ruhi Naaz (DIN- 07062702) as an additional director of Company.
The Board has accepted the resignation of Ms. Ruchi from the post of Director W.e.f 30thJune2015 who was appointed as an Additional Non Executive Independent Director of thecompany at its meeting held on 30th March 2015.
The Board of Directors at its meeting held on 07th November 2015 hasappointed Mr. Himanshu Verma (DIN- 02467832) as an Additional Director of the company whofurther appointed as a Whole Time Director of the company as on 12th February2016.
The Board of Directors at its meeting held on 14th January 2016 changed thedesignations of a. Mr. Kulbhushan Parashar from Whole Time Director to Non-ExecutivePromoter Director and b. Mr. Himanshu Verma from Whole Time Director to ProfessionalDirector.
Mr. Himanshu Verma further retired from the post of Directorship w.e.f 12thJuly 2016 and the board has appointed Mr. Manpreet Singh as Managing Director of theCompany to hold the office subject to the approval of shareholders in the ensuing AGM.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provision of Section 203 of Companies Act 2013 Mr. VidyanandYadav whowas appointed as a Chief Financial Officer of the company in the Board Meeting held on 28thAugust 2015is continuing as a Chief Financial Officer of company.Mr. Kulbhushan Parasharhas resigned from the post of Company Secretary as on 14th January 2016.
DETAIL OF BOARD OF DIRECTORS
|Name of Director ||Designation ||Date of Appointment ||Date of Cessation |
|1. Kulbhushan Parashar ||Non-Executive ||14.01.2016 ||N.A. |
| ||Promoter Director || || |
|2. Subhash Kumar Jha ||Director ||18.08.2014 ||N.A. |
|3. Manpreet Singh ||Director ||12.07.2016 ||N.A. |
|4. RuhiNaaz ||Independent Director ||07.11.2015 ||N.A. |
|5. Niraj Singh ||Director ||14.11.2014 ||07.11.2015 |
|6. Ruchi ||Director ||30.03.2015 ||30.06.2015 |
|7. HimanshuVerma ||Director ||07.11.2016 ||14.07.2016 |
|8. ArunSaldi ||Director ||01.12.2013 ||07.11.2016 |
ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria laid downby the board of Directors for evaluating the performance of Board such as the Boardcomposition and structure effectiveness of Board process information and functioningetc. The performance of the individual directors is evaluated by the whole board ofDirectors excluding the Director whose performance is being evaluated on the basis of thecriteria such as the contribution of individual director to the Board and committeemeetings like preparedness on the issue to be discussed meaningful and constructivecontribution and inputs in meetings etc
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of assets.
The Company has a Risk Management policy in place that defines and lays out thestrategies and methodology to decide on the risk taking ability of the organization.TheCompany constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters andreviews the same on a periodic basis and takes appropriate corrective action as and whennecessary.
CORPORATE GOVERNANCE REPORT
In pursuance of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015the Corporate Governance Report shall not be applicable toacompany having its share listed on the SME Platform of the Stock Exchange.Thereforeseparate report of corporate governance is not attached herewith.
In spite of above aforesaid non applicability Your Company adopts best practices forcorporate governance disclosure standards and enhanced shareholders value whileprotecting the interest of all other stakeholders including clients its employee. Thishas enabled your Company to earn the trust and goodwill of its investors businesspartners employees and the communities in which it operates. Your directors believe thatCompany profitability must go hand in hand with a sense of responsibility towards allstakeholders employee and communities.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined scope:
Audit Committee of Directors
Nomination and Remuneration Committee
Stakeholder Relationship Committee
DIRECTORS RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THE COMPANIESACT 2013
The financial statements are prepared in accordance with the Accounting standard asprescribed under Section 133 of the Companies Act 2013 (the Act) read withRule 7 of the Companies (Accounts) Rules 2014 the provisions of the Act (to the extentnotified) and guidelines issued by the Securities and Exchange Board of India (SEBI).There are no material departures from prescribed accounting standards in the adoption ofthese standards.
The directors confirm that:
In preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards have been followed.
The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period.
The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
The directors have prepared the annual accounts on a going concern basis.
The directors have laid down internal financial controls which are adequate andare operating effectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 therefore nostatement is required be given showing the names and other particulars of the employeesdrawing remuneration in excess of the limits set out in the said rules are not applicable.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2015-16:
Mr. Kulbhushan Parashar Director of the Company has drawn Rs 540000/- as Salaryduring the year therefore ratio of remuneration of each director the median remunerationof the employees of the Company is 4:1
ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2015-16:
Mr. Kulbhushan Parashar Director and Compliance Officer of the Company has drawn Rs540000/- as Salary during the yearand there was no increase in the salary No otherDirector Chief Financial Officer Chief Executive Officer or Manager has drawn anyremuneration from the Company during the financial year 2015-16 therefore the percentageincrease in remuneration is nil.
iii) The percentage increase in the median remuneration of employees in the financialyear 2015-16: 4.34%
iv) The number of permanent employees on the rolls of company: 5
v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
There has been around 4.34% increment in the median remuneration paid to the employeesother than managerial personnel and nil increment in the remuneration of managerialremuneration.
vi) The key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited (SME Segment) and the Company has paidthe necessary listing fees for the Financial Year 2015-16.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. However there were related partytransactions. All related party transactions are presented to the Audit Committee and theBoard for approval.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.shrikrishnaprasadam.com
The details of the transactions with related party are provided in the accompanyingfinancial statements.
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to thisReport.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2016 10 meetingsof the Board of Directorswere held as against the statutory minimum requirement of 4 times. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:
|Sr. No. ||Date |
|1. ||25.05.2015 |
|2. ||27.06.2015 |
|3. ||28.08.2015 |
|4. ||31.08.2015 |
|5. ||07.11.2015 |
|6. ||14.01.2016 |
|7. ||05.02.2016 |
|8. ||12.02.2016 |
|8. ||03.03.2016 |
|10. ||30.03.2016 |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members including two Non ExecutiveDirector viz. Mr. Kulbhushan Parashar and Mr. Subhash Kumar Jha and one Non ExecutiveIndependent Director Ms. Ruhi Naaz. Presently Ms. Ruhi Naaz is heading the Committee.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of three members viz.Mr. Kulbhushan Parashar Ms. Ruhi Naaz and Mr. Subhash Kumar Jha. Ms. Ruhi Naaz is headingthe Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members viz. Mr.Kulbhushan Parashar Ms. Ruhi Naaz and Mr. Subhash Kumar Jha Ms. Ruhi Naaz is heading theCommittee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors at itsmeeting held on 14th August 2014 has adopted a vigil mechanism/whistle blowerpolicy of the Company. The policy provides a framework for directors and employees toreport genuine concerns about unethical behavior actual or suspected fraud or violationof theCompany's code of conduct or ethics policy. Protected disclosures can be made by awhistle blower through an email or to the Chairman of the Audit Committee. The vigilmechanism/whistle blower policy can be accessed on the Company's website at the link:www.shrikrishnaprasadam.com
G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplace and the Board hasconstituted an Internal Complaints Committee to consider and redress complaints of sexualharassment & also adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder.
During the financial year 2015-16 the Company has not received any complaints onsexual harassment.
H) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITY PROVIDED
Particulars of loans given investments made guarantees given and securities areprovided in the financial statements as annexed.
I) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT
There were no such changes during the period under consideration.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Details relating to deposits covered under Chapter V of the Companies Act 2013.
Issue of equity shares with differential rights as to dividend voting orotherwise.
Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme.
The Managing Directors of the Company did not receive any remuneration orcommission from subsidiary.
No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
During the year Company has acquired certain private limited Companies as mentioned inthe list attached as Annexure A.
A. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
(i) The steps taken or impact on conservation of energy: Your Company is consciousabout its responsibility to conserve energy power and other energy sources whereverpossible. We emphasis towards a safe and clean environment and continue to adhere to allregulatory requirements and guidelines.
(ii) The steps taken by the company for utilizing alternate sources of energy; TheCompany has been taking energy saving measures viz. Energy saver electrical equipmentsLEDs Power saver cables are provided inside the building for common area lighting in theprojects of the Company Efficient ventilation system in offices and the projects of theCompany.
(iii) The capital investment on energy conservation equipments; Your company has nilcapital investment on energy conservation equipments.
(i) The efforts made towards technology absorption; N.A.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- N.A. (a) the details of technology imported;(b) the year of import; (c) whether the technology been fully absorbed; (d) if not fullyabsorbed areas where absorption has not taken place and the reasons thereof;
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Detail of Foreign exchange earnings and outgo of your Company is below mentioned:
|Particulars ||FY 2015 ||FY 2014 |
|Foreign Exchange earning ||Nil ||Nil |
|Foreign Exchange outflow ||Nil ||Nil |
On behalf of the Directors of the Company We would like to place on record our deepappreciation to our Shareholders Customers Business Partners Vendors Bankers. TheDirectors are thankful to the Government of India and the various Ministries the StateGovernments and the various Ministries Regulatory authorities communities in theneighborhood of our operations.
We also appreciate and value the contributions made by all our employees for makingShri Krishna Prasadam Limited what it is.
|Registered Office || ||By Order of Board of Directors |
| || ||Shri Krishna Prasadam Limited |
|C-214 Second Floor Paryavaran || || |
|Complex || || |
|Near Saket Metro Station ||Manpreet Singh ||Kulbhushan Parashar |
|New Delhi 110030 ||Director ||Chairman & Non Executive |
| ||DIN:07514820 ||Director |
| || ||DIN:02608369 |
|Date: 02.09.2016 || || |
|Place: New Delhi || || |