Shri Krishna Prasadam Ltd.
|BSE: 537954||Sector: Others|
|NSE: N.A.||ISIN Code: INE009Q01019|
|BSE 00:00 | 30 Apr||Shri Krishna Prasadam Ltd|
|NSE 05:30 | 01 Jan||Shri Krishna Prasadam Ltd|
|BSE: 537954||Sector: Others|
|NSE: N.A.||ISIN Code: INE009Q01019|
|BSE 00:00 | 30 Apr||Shri Krishna Prasadam Ltd|
|NSE 05:30 | 01 Jan||Shri Krishna Prasadam Ltd|
Your Directors are pleased to present their Eighth Annual Report on the business andoperations of the Company and the accounts for the financial year ended 31 March 2017.
Shri Krishna Prasadam Limited was incorporated as a private limited company on 28thMay 2009 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 was issued by theregistrar of the Companies NCT of Delhi on 24th December 2013.
Your Company has also expanded its business in Real Estate the company is serviceprovider in the real estate sector to the company engaged in the development of projectsin 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.
REVIEW OF OPERATION
The Company has earned profit of Rs. 46506.00/- on a standalone basis for thefinancial year 2016-17 as compared to profit of Rs. 14696.27/- during financial year2015-16.The Company has earned profit of Rs. 199338.00/- on a consolidated basis for thefinancial year 2016-17 as compared to loss of Rs. 9391.98/- during financial year2015-16. 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 in other geographical market in the comingyears which would significantly increase the top line and bottom line of Company in thecoming 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 2016-17 an amount of Rs. 46506.00/- has been transferred toGeneral Reserve.
Due to the pre-occupations M/s Rishi Arora & Associates Chartered Accountants wereunable to continue as Statutory Auditor of your company they presented resignation letterto company on 28.08.2017.
The Board has recommended the appointment of M/s. Sandeep Manuja & AssociatesChartered Accountants having registration No.009525N as the Statutory Auditor of theCompany up to the conclusion of next five Annual General Meetings (AGM).
As required under Section 139 of the Companies Act 2013 the Company has obtained acertificate from them to the effect that their appointment would be in accordance withthe conditions prescribed under the Companies Act 2013 and the rules made thereunder asmay be applicable.
During the year under review Internal Audit of the Company has been carried out by Mr.Gaurav Bansal Chartered Accountants Delhi for the financial year 2016-17.
For FY 2017-2018 your board has appointed M/s Prachi Bhagwat & Associates havingFRN: 145133Was Internal Auditors of the company.
M/s V Kumar & Associates Practicing Company Secretaries was appointed to conductthe secretarial audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor the financial year ended 31st March 2017 is annexed herewith and marked as Annexure Ito this Report. The Secretarial Audit Report does contain following qualificationreservation or adverse remark:
a) The Company has not complied with the provisions of the Companies Act 2013 to theextent of filing of Form-MR-1 for return of appointment of Mr. Manpreet Singh as wholetime director (WTD) of the Company.
b) The Company has not complied with the provisions of the Companies Act 2013 to theextent of appointment of Company Secretary (CS) during the period starting from April 2016to the period ended as on September 2016.
Your Board put its best efforts to appoint a suitable company secretary for youcompany despite of the fact that Board conducted several interviews few months passed byin order to find an appropriate company secretary. At present company has appointed Ms.Bhavna Saboo as company secretary of your company.
The Auditors' report on the financial statement for the financial year 2016-17 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 2016-17and done by M/s V Kumar &Associates.
In pursuant to the provisions of Section 152 of the Act and the Articles of Associationof the Company Mr. Subhash Kumar Jha Director is liable to retire by rotation at theensuing Annual General Meeting ("AGM") and is eligible for re-appointment.
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Pursuant to the provision of Section 203 of Companies Act 2013 Mr. Vidyanand Yadav 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 January2016.Company has appointed Ms. Bhavna Saboo as Company Secretary on 30.05.2017.
DETAIL OF BOARD OF DIRECTORS
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 tocompany 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 shareholder's 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
DIRECTOR'S RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Accounting standard asprescribed under Section 133 of the Companies Act 2013 (the Act) read with Rule 7of 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 312017 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
No remuneration has been given to any Director during the FY 2016-2017 therefore theratio between the salaries of Directors and employees cannot be calculated.
The number of permanent employees on the rolls of company: 2
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.
Affirmation that the remuneration is as per the remuneration policy of the Company:
No remuneration has been paid during the relevant year.
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 2017-18.
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. There were no related party transactions.
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III tothis Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2017 12 meetings of 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:
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 the Company'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 2016-17 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 Directors of the Company did not receive any remuneration or commission fromsubsidiary.
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.
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.
B. TECHNOLOGY ABSORPTION-
(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 fully absorbed areas where absorption has not taken place and the reasonsthereof; and
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Detail of Foreign exchange earnings and outgo of your Company is below mentioned:
On behalf of the Directors of the Company We would like to place on record our deepappreciation to our Shareholders Customers Business Partners Vendors and 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.