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Directors Report of Krishana Fabrics Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2015.

(Rs. in Lac)

Year Ended Year Ended Financial Results 31.03.2015 31.03.2014

Income 1053.55 48.18

Profit /(Loss) before Tax & extraordinary item 1.41 18.56

Less : Provision for Taxation 1.59 6.16

Profit / (Loss) after Tax (0.18) 12.40

Less : Extra-Ordinary Items 0.00 0.00

Add: Profit brought forward from Previous Year 26.98 14.58

Balance of Profit carried forward 26.80 26.98

overview of economy

The Economy of India is the seventh-largest in the world by nominal GDP and the third largest by purchasing parity (The country is one of the G-20 major economies, a member of BRICS and a developing economy among the top 20 global traders according to the WTO.

According to the Indian Finance Ministry the annual growth rate of the Indian economy is projected to have increased to 7.4% in 2014-15 as compared with 6.9% in the fiscal year 2013-14. In an annual report, the IMF forecast that the Indian Economy would grow by 7.5% percent in the 2015-16 fiscal year starting on April 1, 2015, up from 7.2% (2014—15).

India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer. The agricultural sector is the largest employer in India's economy but contributes a declining share of its GDP (13.7% in 2012-13). Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector which includes, among others, the construction, telecommunications, software and information technologies, infrastructure, tourism, education, health care, travel, trade, and banking industries.


Due to sluggishness in economy and lack of proper directors in Capital Market, Gross revenue from Operations remained at Rs. 1053.55 Lac in comparison to last years' figure of Rs. 48.18 Lac. In term of Net Profit/(Loss), the same was of Rs. 0.18 Lac in comparison to last years' Net Profit of Rs. 12.40 Lac.

Your Company is doing the investment activities in Shares & Securities and is also doing treasury operations by way of providing financial assistance to HNIs and Body Corporate.

The Company is hopeful of doing well in financial year 2015-16.


Due to losses incurred during the year, your Directors do not recommend any Dividend for the year under review.

During the year under review, no amount was being transferred to General Reserve.


The paid up Equity Share Capital as on March 31, 2015 was Rs. 3.0634 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity As on March 31, 2015, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.


Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(loss) and cash flows for the year ended 31st March 2015.

The Company continues to focus on judicious management of its working capital. receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.


Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.


The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.


All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 thus disclosure in form AOC-2 is not required. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board; is uploaded on the Company's website.


As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.


There is no change in management of the Company during the year under review and promoters are continued to remain as members of the Company.


During the year, Mr. Pankaj Bethala has been appointed as Non-Executive, Independent Director of the Company in order to broad base the Board.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.


As per provisions of section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company

As per revised clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as Independent Director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.


Sl. Date of No. Name Designation Appointment

1. Mr. Pankaj Bethala Independent Director 22nd Nov 2014

2. Mr. Nrusingha Charan Behera Company Secretary 1st Sept 2014

Sl. Date of No. Name Resignation

1. Mr. Pankaj Bethala -

2. Mr. Nrusingha Charan Behera -


There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.


There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.


Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 have been followed;

2. The Directors had adopted 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 at the end of the financial year and of the profit of the Company for that period;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively


Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.


Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.


The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.


As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.


The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.


Statutory Auditors

The existing Auditors of the Company, M/s Dhandhania & Co., Chartered Accountants, Kolkata, have expressed their unwillingness to be re-appointed as Auditors of the Company upon their resignation w.e.f. date of AGM at the forthcoming Annual General Meeting. The Board of Directors, on recommendation of the Audit Committee, recommends the appointment of M/s Manish Mitesh & Associates, Chartered Accountants, Chennai (FRN-014791S), as the Statutory Auditors of the Company from the conclusion of 34th Annual General Meeting (subject to ratification by the Members every year in the Annual General Meeting) until the conclusion of 39th Annual General Meeting of the Company. A certificate from them has been received to the effect that their appointment as Statutory Auditors of the Company, if made, would be according to the terms and conditions prescribed under Sections 139 and 141 of the Companies Act, 2013 and rules framed there under.

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 has appointed Mr. Shrenik J Nahata, a Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s Manish Mitesh & Associates, Chartered Accountants, Chennai (FRN - 014791S), as Internal Auditors of the Company who has given his consent to act as Statutory Auditors of the Company for next 5 consecutive years subject to ratification by Members in every subsequent AGM.


The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.


The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.


Since the Company is into the Business of Financing and Investing activities in Shares and Securities; the information regarding conservation of energy, technology absorption, adoption and innovation, under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is reported to be NIL.


The Company has not earned or used foreign exchange earnings/outgoings during the year under review.


During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.


The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the Listing Agreement with the CSE Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.


Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company

Kolkata, May 28, 2015 By order of the Board For KRISHANA FABRICS LIMITED

Registered Office :

Shivam Chambers, 53, Sayed Amir Ali Avenue ANITHA MAHESH Kolkata - 700 019 (DIN : 03573740)Chairman

Mar 31, 2013


The directors have the pleasure in presenting 3lst Annua! Report together with the audited accounts of the company for the year ended 31st March 2013 and the auditor's report thereon.

Financial Results:

Particulars Amount (Rs.)

This year's working has resulted in a Net Profit of 105.00

Less: Provision for Taxation 33.00


To which the brought forward credit balance in the 1457510.00 profit And loss account is added

Making a net credit balance in the profit and loss of 1457582.00 which Is being carried forward


During the year under report the company has not taken any deposits from anyone.


No dividend is being recommended to consolidate the financial position of the company.


Shri. Rakesh Kumar, who retires b rotation at this meeting and being eligible, offers himself for re-appointment.


M/s Lalit Kumar & Co., Chartered Accountants, Auditors of the company retire at the ensuing Annual General Meeting and are eligible for re-appointment.

Energy Conservation and Technology Absorption:

Since the company does not own an> manufacturing facilities the particulars in the Companies (Disclosure of Particulars in the Report Board of Directors) Rules, 1988 are not applicable.

Foreign Exchange Earning and Outgo:

During the year under report the company had no earning / outgo in the foreign exchange.

Director's Responsibility Statement:

As required U/s 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. In the preparation of the annual accounts the applicable accounting standards have been followed.

2. The directors have selected such accounting policies and applied them consistently and have 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 at the end of the financial year and of the profit of the company for the period.

3. The directors have taken proper and sufficient care for the purpose of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for detecting and preventing of fraud and other irregularities.

4. The directors have prepared the accounts on a going concern basis.

Particulars of Employees:

As to information required U/s 217 (2A) of the Companies Act, (956 read with the Companies (Particulars of Employees Rules) 1975, during the year under review, no employee was in receipt of' remuneration exceeding Rs.60,00.000 per annum or Rs.5.00,000 per month for any part thereon.



NEW DELHI 02.09.2013


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