Your Directors have pleasure in presenting the 24th ANNUAL REPORT on thebusiness and operations of your company and the Audited Financial Statements together withthe Auditors Report for the year ended 31st March 2018.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2018.
| || ||(Rupees in lacs) |
|Particulars ||31.3.2018 ||31.3.2017 |
|Profit/(Loss) from capital market operations ||72.09 ||59.56 |
|Profit/(Loss) before depreciation Interest & tax ||(375.12) ||(31.26) |
|Interest ||15.33 ||9.58 |
|Depreciation ||8.31 ||2.88 |
|Profit/(Loss) before tax ||(398.76) ||(30.67) |
|Provision for tax ||0.00 ||0.00 |
|Deferred tax ||0.98 ||0.00 |
|Profit/(Loss) after tax ||(397.78) ||(15.84) |
Due to the loss incurred the board of director have decided to concerve the resourcesand have not declare any dividend for the financial year 2017-18.
3. TRANSFER TO PROFIT & LOSS ACCOUNT
Your Company proposes to transfer Rs. -37332151/- to the General Reserve.
4.MATERIAL CHANGE AND COMMITMENTS OF THE COMANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report; and there are no significantand material orders passed by the regulators or courts or tribunals impacting the goingconcern status and company s operations.
5. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT
The Company has given loan of Rs. 69695463/- under Section 186 of the Act during thefinancial year 2016-17.The Company has not given any guarantee nor made any investmentsduring the Financial year 2017-2018.
6. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company doesn t have any subsidiaries associates and joint venture companies as on31st March 2018 though the Company had purchased the shares of Kreon InfotechPrivate Limited resulting the latter as subsidiary during the year. However the entireshares were sold within the financial year itself.
7. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company s business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.
Foreign Exchange inflow and outflow during the year is Nil.
8. FIXED DEPOSITS:
Your Company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31st March 2018.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL BOARD COMPOSITION AND INDEPENDENT DIRECTORS
The Board consists of the one Executive Director one Non-Executive Director and TwoIndependent / Non - Executive Directors including a Woman Director. The Chairman of theBoard is a Promoter Non-Executive Director.
Mr. E. Subbarayan and Ms. Hemamalini are the Independent directors of the company for aterm of five years from 29th September 2014 and they are not liable to retireby rotation.
Further Board recommends re-appointment of Mr. E. Subbarayan and Ms. Hemamalini for anext term of 05 years as stated in the notice and explanatory statement.
During the Financial year Mr. Pannalal Jain Tatia Sampathlal resigned on 19thFebruary 2018 and subsequently Mr. Jaijash Tatia was appointed on 17th March2018 making his appointment effective from 01st April 2018.
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149 of the companies Act 2013 which has beenrelied on by the company and placed at the board meeting of the company.
During the Financial Year directors on the Board- Bharat Tatia Pannalal Tatia and Mr.E. Subbarayan had been disqualified u/s 164(2)(a) read with section 248 of the CompaniesAct 2013 for non-filing of Annual Return and Financial Statements of Stallion BrandsIndia Private Limited for a consecutive period of 3 years and the Directors had filed Writof Mandamus on 26th October 2017 before the High Court of Madras in respect of which astay order was granted for operation of the above said section.
RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act 2013 Mr. Bharat Jain Tatia Directorretires by rotation at the ensuing Annual General Meeting and eligible offers himself forre-appointment.
KEY MANAGERIAL PERSONNAL
Pursuant to the provisions of section 203 of the Companies Act 2013 the key ManagerialPersonnel of the Company is Mrs. Shoba Nahar Chief Financial Officer.
Pursuant to the provisions of the Companies Act 2013 and applicable Laws the CompanySecretary and Compliance Officer of the Company is Ms. Nutika Jain.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies act 2013 and in terms of Regulation 17(10)of the SEBI Listing Regulations the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of the audit and the Nomination & Remuneration Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
11. REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection and appointment of directors senior management and theirremuneration. The Remuneration policy is stated in the corporate Governance Report.
12. STATUTORY AUDITORS
J.V.Ramanujam & Co. bearing FRN:02947S are being appointed as statutory auditorsof the Company for a term of 5 years from the financial year 2017-18 onwards on such termsand conditions and remuneration as may be decided by the Audit Committee. The ratificationof Statutory Auditors appointment is no longer required and is hence not placed before theshareholders for their approval.
13. COMMENT ON STATUTORY AUDITOR'S REPORT
There were no adverse remarks made by the statutory auditor J.V.Ramanujam & Co.bearing FRN:02947S in the Statutory Audit Report during the current financial year.
14. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Lakshmmi Subramanian & Associates Practicing Company Secretaries toundertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure VI .
15. COMMENTS ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor Mr. P.S.SrinivasanAssociate partner M/s. Lakshmmi Subramanian & Associates Practicing CompanySecretaries bearing (CP No. 3122) in the Secretarial Audit Report the company has takenthe corrective measures during the current financial year.
16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
According to Section 197(12) of the Companies Act 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014none of theemployees fall under the category specified under the said Section and the Rules madethere-under the same is attached herewith as Annexure VII
17. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related parties in theordinary course of business and on arm s length basis and the details of the same havebeen given in . AOC 2 as
18. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 ( the Act ) is enclosed at Annexure-II in the prescribed form MGT-9and forms part of this Report.
19. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis as the Company doesn t fall under the category of compulsorily having RiskManagement Committee. The Committee oversees Company s process and policies fordetermining risk tolerance and review management s measurement and comparison of overallrisk tolerance to established levels. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuous basis.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly.
The Internal Auditors review the efficiency and effectiveness of these systems andprocedures. Added objectives include evaluating the reliability of financial andoperational information and ensuring compliances with applicable laws and regulations. TheInternal Auditors submit their Report periodically which is placed before and reviewed bythe Audit Committee.
21. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2017-18 the Company has not received any complaints on sexual harassment.
22. MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management s Discussion and Analysis report for the year under review asstipulated under Regulation 34 of the Listing Regulations is presented in a separatesection forming part of the Annual Report.
23. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as required under the Securities Board of Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter ListingRegulations) forms an integral part of this report. The requisite certificate from theAuditors of the Company confirming compliance with the conditions of corporate governanceis attached to the report on Corporate Governance.
24. NUMBER OF MEETINGS OF THE BOARD
The Board met Eight times during the financial year the details of which are given inthe Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013
25. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr. Jaijash Tatia the Additional Director in Whole TimeCapacity of the Company and forms part of the Annual Report and the website of the Companyat www.kreon.in.
26. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report and the website of the Company at www.kreon.in.