Mar 31, 2015
The Directors are pleased to present their Sixth Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2015.
(Rupees in Lacs)
Sr. No. Particulars F.Y. 2015 F.Y. 2014
1 Net Sales/ Income From Operation 795.93 307.2
2 Operating Expenditure 794.56 304.83
3 Operating Profit 1.37 2.37
4 Add: Other Income 0.03 0.0
5 Less: Finance Cost 0.04 0.04
6 Profit before Depreciation and Tax 1.36 2.33
7 Less: Depreciation/ Amortization / Impairment 0.52 0.25
8 Profit Before Tax 0.84 2.08
9 Less: Tax Expanses 0.27 0.64
10 Net Profit/ Loss after Tax 0.53 1.44
REVIEW OF OPERATION
The Board is pleased to inform you that during the financial year 2014-15 the operating revenue from business increased to Rs. 447.57 lacs as compared to Rs. 302.01 lacs in the previous year. The profit after tax for the year is Rs. 0.59 lacs during the financial year 2014-15 compared to Rs. 1.44 lacs during financial year 2013-14. Your Company hopes to increase its presence in other geographical market in the coming years, which would significantly increase the top line and also its profitability.
The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company. Your Directors have not recommended any dividend on equity shares for the year under review. The Board assures you to present a much strong financial statements in coming years.
TRASFER TO RESERVES
During the financial year 2014-15 an amount of Rs. 0.53 lacs (Rs. 1.44 lacs last year) has been transferred to General Reserve.
- STATUTORY AUDITORS
The Members of the Company had at its 05th Annual General Meeting held on 25th September 2014 approved the appointment of M/s. Rishi Arora & Associates, Chartered Accountants having registration No. 027766N as the Statutory Auditor of the Company, upto the conclusion of Ninth Annual General Meeting (AGM) and offer themselves for re- appointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment.
In view of the rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the existing appointment of M/s. Rishi Arora & associates, Chartered Accountants, covering the period from the conclusion of this ensuing AGM until the conclusion of the next Annual to be held in the financial year 2016-17, is being placed for members' ratification.
The Board recommends the appointment of M/s Rishi Arora & Associates, Chartered Accountants the Statutory Auditors of the Company till the financial Year 2018-19 subject to ratification of their appointment at every AGM.
As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.
During the year under review, Internal Audit of the Company has been carried out by Gaurav Bansal, Chartered Accountants, Delhi. Gaurav Bansal, Chartered Accountant, New Delhi has re-appointed as an Internal Auditor of the Company for the financial year 2015-16
- SECRETARIAL AUDITOR
M/s Vivek Kumar & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
- During the year under review, Internal Audit of the Company has been carried out by Gaurav Bansal, Chartered Accountants, New Delhi.
The Auditors' report on the financial statement for the financial year 2014-15 is self explanatory.
SECRETARIAL AUDITORS' REPORT
The Secretarial Auditors' Report on the compliances of all the laws which are applicable on the Company for the financial year 2014-15 is self explanatory.
Mr. Niraj Singh appointed as additional non executive Independent Director of the Company for a period of five years with effect from 14th November, 2014 on the recommendation of Nomination & Remuneration Committee and his candidature for appointment as an Independent Director has been sought from himself in the ensuing Annual General Meeting of the Company.
The Board of Directors at its meeting held on 18th August, 2014 has appointed Mr. Subhash Kumar Jha as additional non executive Director of the Company and subsequently he was regularized as Non Executive Director of the Company in the previous Annual General Meeting of the Company held on 25th September 2014.
In accordance with the requirements of the Companies Act, 2013 and the Company's Articles of Association, Mr. Subhash Kumar Jha, Director of the Company, retires by rotation and shown his willingness for Re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Arun Saldi and Mr. Ramesh Kashyap were appointed as Independent Directors on the Board of Directors of your Company at the 05th Annual General Meeting of your Company held on 25th September, 2014 to hold office up to 5 (five) consecutive years from date of their appointment. Mr. Ramesh Kashyap has been resigned from directorship of the Company on 14th November 2014. The Board expressed its deep appreciation for the valuable services rendered by him
CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY
Ms. Monica Agrawal was the Chief Financial Officer of the Company for the financial year 2014-15. However she was proposed her resignation in the Board of Directors' Meeting held 28th August 2015 and on the recommendation of Nomination and Remuneration Committee Mr. Vidyanand Yadav has been appointed in the same Board of Directors' Meeting. Mr. Kulbhushan Parashar has been appointed as Company Secretary in place of Ms. Dashmeet Kaur on 03rd December 2014.
DETAIL OF BOARD OF DIRECTORS
Sr. No. Name of Director Designation Date of Date of Appointment cessation
1. Kulbhushan Parashar Whole time 28.05.2009 N.A. Director
2. Subhash Kumar Jha Director 18.08.2014 N.A.
3. Arun Saldi Director 01.12.2013 N.A.
4. Niraj Singh Director 14.11.2014 N.A.
5. Ruchi Director 30.03.2015 30.06.2015
6. Ramesh Kashyap Director 13.05.2013 14.11.2014
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 and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.
NOMINATION & REMUNERATION POLICY
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith 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 protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of assets.
The Company has a Risk Management Manual in place that defines the policies, lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters, reviews the same on a periodic basis and takes appropriate corrective action when necessary.
CORPORATE GOVERNANCE REPORT
In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement shall be applicable those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not come under the purview of applicability of clause 49 of Listing Agreement i.e. Corporate Governance. Therefore separate report of corporate governance is not attached herewith.
In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following substantive Committees constituted by the 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 THE COMPANIES ACT, 2013 The financial statements are prepared in accordance with the Accounting standard as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.
The directors confirm that:
- In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed.
- The directors have 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 at the end of the financial year and of the profit and loss of the Company for that period.
- The directors have taken proper and sufficient care towards 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.
- The directors have prepared the annual accounts on a going concern basis.
- The directors have laid down internal financial controls, which are adequate and are operating effectively.
- The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
SHIFTING OF REGISTERED OFFICE
During the year, Your Company has shifted the registered office of the Company From 27/5, Basement, East Patel Nagar, New Delhi 110008 to 160, (Basement), Vinoba Puri, Lajpat Nagar-II, New Delhi 110024 within the same city with effect from 01st January, 2015.
PARTICULARS OF EMPLOYEES
During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing 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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:
Name of Director Total Remuneration in Rs. Ratio of remuneration of directorto the Median remuneration Kulbhushan Parashar1 240,000 4.17
Kulbhushan Parashar2 720,000 1.39
1Remuneration was paid only for four months
2Asumption that if Remuneration was paid for whole year.
Median Remuneration of all employees is Rs. 172,500 for financial year 2014-15.
ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:
Name of Person Designation Increase in remuneration
Mr. Kulbhushan Parashar1 Whole time Director & Company Secretary N.A.
Ms. Monica Agarwal2 Chief Financial Officer N.A.
Ms. Dashmeet Kaur3 Company Secretary N.A.
1 Remuneration was paid only for four months Rs. 2.40 Lacs during the financial year 2014-15 and he has not drawn any remuneration for financial year 2013-14 therefore increase in remuneration is not provided.
2 Ms. Monica Agarwal was appointed as Chief Financial officer on 25th August 2014. Therefore Increase in remuneration is not provided. However she has drawn 1.80 lacs remuneration in financial year 2014-15.
3 Ms. Dashmeet Kaur was appointed on 01st January 2014 and resigned on 03rd December 2014 therefore increase in remuneration is not provided.
iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: (4.17%)
iv) the number of permanent employees on the rolls of company: 6
v) the explanation on the relationship between average increase in remuneration and company performance:
During the financial year 2014-15, Company has paid Rs. 967,500 as remuneration to the employees as compared to Rs. 238,000 in the previous financial year. The Company has registered Rs. 52549.25 profit for the financial year 2014-15 as compared to Rs. 143655.56 in the previous financial year.
vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:
Particulars Rs. In Lacs
Remuneration paid to Key Managerial Personnel (KMP) during the year 5.10
Total Revenue 795.96
Remuneration (as % of revenue) 0.64
Profit before tax (PBT) 0.80
Remuneration (as % of PBT) 637.50
vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:
Particulars Unit As at 31st March, 2015
Closing rate of share at BSE Rs. 9.60
Net Worth Rs./Lac 491.18
Market Capitalization Rs./Lac 467.25
Price Earnings Ratio Rs. 960
Particulars 31st March, 2014 Variation
Closing rate of share at BSE 12.45 22.89
Net worth 490.68 0.10
Market Capitalization 605.97 (22.89)
Price Earnings Ratio 415 131.33
Particulars Unit As at 31st March, 2014 variation
Closing rate of share at BSE Rs. 9.60
Price at the time of initial Rs. 10.00 4.00% public offer in 2014
viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Amount in Lacs 2014-15 2013-14 Increase/Decrease in %
Average Salary of Employee other than key Managerial 209375 198333 5.57 Personnel (Per Annum)
Remuneration paid Mr.kulbushan parashar, Director, Ms.Monica Agarwal,,Cfo And Ms. Dashmeet karur 510000 218000 133.94 Company Secretary
Note: (Mr. Kulbhushan Parashar, Whole Time Director has not drawn any remuneration during the financial year 2013-14.)
(Ms. Monica Agrawal, Chief Financial Officer of the Company appointed from 25.08.2014, Earlier she was designated as Manager Finance) (Ms. Dashmeet Kaur was appointed on 01st January 2014 and resigned on 03rd December 2014)
ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
Amount in Lacs
Particulars Mr. Kulbhushan Ms. Monica Agarwal Ms. Dashmeet Kaur
Parashar Remuneration paid to Key Managerial 2.40 1.80 0.90
Personnel (KMP) during the year
Total Revenue 795.96 795.96 795.96 Remuneration (as % of revenue) 0.30 0.23 0.11
Profit before tax (PBT) 0.80 0.80 0.80
Remuneration (as % of PBT) 300.00 225 112.50
Remuneration paid to Mr. Kulbhushan Parashar only for four months during the financial year 2014-15.
Ms. Monica Agarwal was appointed as Chief Financial officer on 25th August 2014. Earlier she was designated as Manager Finance.
Ms. Dashmeet Kaur was appointed on 01st January 2014 and resigned on 03rd December 2014 therefore increase in remuneration is not provided.
x) the key parameters for any variable component of remuneration availed by the Directors:
The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.
xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:
Mr. Kulbhushan Parashar, Whole time Director has drawn remuneration for part of the financial year therefore ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year is not ascertainable as no employee is getting remuneration in excess of the highest paid director. However Rs. 2.40 Lacs paid to Mr. Kulbhushan Parashar only for four months and Mr. Amit Puri, Administration Manager drawn 3.55 lacs in the financial year 2014-15 .
xii) affirmation that the remuneration is as per the remuneration policy of the Company:
It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited (SME Segment) and the Company has paid the 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 with the Section 188 of the Companies Act, 2013. However, there were related party transactions. All related party transactions are presented to the Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board can be accessed on the Company's website at the link: www.shrikrishnaprasadam.com The details of the transactions with related party are provided in the accompanying financial statements.
A) EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2015, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:
Sr. No. Date Sr. No. Date
1. 30.05.2014 5. 03.12.2014 2. 18.08.2014 6. 31.12.2014 3. 25.08.2014 7. 30.03.2015
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on date comprises of three members, including one is Whole Time Director viz. Mr. Kulbhushan Parashar and two are Non executive Independent director viz. Arun Saldi, Mr. Niraj Singh. Presently, Mr. Niraj Singh 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. Niraj Singh, Mr. Arun Saldi, and Mr. Subhash Kumar Jha and Mr. Arun Saldi. Mr. Arun Saldi is heading the Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three members, including one is Whole Time Director viz. Mr. Kulbhushan Parashar, Whole Time Director, Mr. Niraj Singh, non executive independent director and Mr. Subhash Kumar Jha non executive director. Mr. Niraj Singh is heading the Committee.
F) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 14th August, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/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, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2014-15, the Company has received no complaints on sexual harassment.
H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements.
Your Directors state that no disclosure or reporting is required in respect of the following 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 or otherwise.
- Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
- The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.
- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
The Company has no subsidiary.
A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
(i) the steps taken or impact on conservation of energy: Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.
(ii) the steps taken by the company for utilizing alternate sources of energy; The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, LED fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.
(iii) the capital investment on energy conservation equipments; Your company has nil capital 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 development or import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckoned from 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 reasons thereof; and
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 deep appreciation to our Shareholders, Customers, Business Partners, Vendors, Bankers. The Directors are thankful to the Government of India and the various Ministries, the State Governments and the various Ministries, Regulatory authorities, communities in the neighborhood of our operations.
We also appreciate and value the contributions made by all our employees for making Shri Krishna Prasadam Limited what it is.
Registered Office By Order of Board of Directors
Shri Krishna Prasadam Limited
160 (Basement), Vinoba
Puri, Lajpat Nagar-II
New Delhi 110024 Niraj Singh Kulbhushan Parashar
Director Whole Time Director
DIN: 03518079 DIN: 02608369
Place: New Delhi
Mar 31, 2014
To the Members,
The Company''s Directors are pleased to present the 05th Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014
Particulars For the Year Ended For the Year Ended 31.03.2014 31.03.2013
Revenue from Operations 30,200,720.00 2,001,796.00
Other Income 519,110.00 569,136.00
Total Income 30,719,830.00 2,570,932.00
Depreciation 25,465.88 28,756.00
Finance Cost 3585.61 2,956.68
Total Expenditure 30,511,934.83 2,554,567.92
Profit/(Loss) before tax 207,895.17 16,364.08
Provision for Tax 64239.61 5378.00
Net Profit/(Loss) 143,655.56 10,986.08
Transfer to General Reserve 143,655.56 10,986.08
Paid Up Share Capital 48,671,900.00 100,000.00
Your Company has continued its growth story during fiscal 2014 and achieved extreme growth in revenue, Rs. 302 Lacs for the first time. During the year, under review your Company achieved a turnover of Rs. 30,200,720 as against Rs. 2,001,796 in previous year. The Company has registered the Net Profit after tax of the Company for the year under consideration is Rs. 143,655 as against Rs. 10,986 in the previous financial year.
The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company. Your Directors have not recommended any dividend on equity shares for the year under review. The Board assures you to present a much strong financial statements in coming years.
CHANGE IN REGISTERED OFFICE
During the year under review the Registered Office of the Company has been shifted from 412A, Second Floor, Sant Nagar, East of Kailash, New Delhi -110065 to 2/11B, Basement, Jangpura, Block A, New Delhi - 110014 on 11th day of September 2013. Later on Company has again shifted its registered office from 2/11B, Basement, Jangpura, Block A, New Delhi - 110024 to 27/5 (Basement), East Patel Nagar, New Delhi - 110008 on 16th Day of December 2013.
CHANGE IN OBJECT CLAUSE
The Company has changed its Main Object clause in the Memorandum of Association of the Company in order to enlarge its area of operation. The following Businesses replaced from existing object in the main Clause of the Memorandum of Association of the Company.
1. Dealing in Agriculture Produce
2. Dealing and Trading in all kind of Securities
3. Consultancy Services
4. Real Estate Services
CHANGE IN SHARE CAPITAL
During the Year under review, the Authorised Share Capital of Your Company has increased from Rs. 100,000/- (Rupees One Lac only) comprising of 10,000 (Ten Thousands) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 50,000,000/- (Rupees Five Crore only) comprising of 5,000,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) in the Extra Ordinary General Meeting held on Wednesday, 06th Day of November 2013
After the successful completion of Initial Public Offer, the Paid-Up Capital of the Company has increased from Rs. 100,000 to Rs. 48,671,900.
To capitalise the security premium account, the Board of Directors of your Company has allotted Bonus Shares to the Equity Shareholders of the Company in pursuance of the Board resolution dated 31st day of January 2014, in the ratio of one Equity Share for every one Equity share held. The Company has used Rs. 13,535,950 for the purpose of allotment of Bonus Shares
CONVERSION OF COMPANY
The Company has been converted from private limited to public limited, the name of the Company was changed to its present name "Shri Krishna Prasadam Limited" pursuant to a Shareholders'' Resolution passed at the Extra Ordinary General Meeting held on 13th Day of December 2013. The New Certificate of Incorporation pursuant to conversion of company was issued by Registrar of Companies on 24th day of December 2013.
APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT
The Board of Directors in their meeting held on 12th December 2013 appointed Skyline Financial Services Private Limited as Registrar and Share Transfer Agent (RTA). Members of the Company may contact the RTA for resolution of any query related to transfers of shares or for effecting transfer of Equity shares in the Company.
SME INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES
During the year under review your Company had successfully carried out its SME Initial Public Offering (IPO) of 2,160,000 equity shares of face value of Rs. 10 each, which was opened for public subscription on 11th day of March, 2014 & closed on 14th day of March, 2014. The issue price of shares was Rs. 10/-each.
The IPO got overwhelming response from the investors and was over-subscribed to the extent of 1.54 times, before technical rejections. The Company''s equity shares got listed on BSE Limited (the Designated Stock Exchange) and got the Listing approval on 27th day of March 2014.
Your Company got the Listing approval from BSE Limited on 27th day of March 2014, However Corporate Identification Number of the Company still represent that it is unlisted Company. Your Directors have filed the required documents with Registrar of Companies NCT of Delhi & Haryana to update the CIN of Company.
STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY AS ON 30h JUNE, 2014
Issue Objects (as per Prospectus) Amount utilized Up to 30th June, 2014
To raise funds for additional 186.00 long-term working capital for the
business of Trading of Agricultural Products;
To meet the expenses of the issue 30.00
Unutilized amount Nil
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under clause 52 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.
As required under Clause 52 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.
Your Company practice sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.
In accordance with the requirements of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Kulbhushan Parashar, Whole Time Director of the Company, retires by rotation and shown his willingness for Re- appointment
During the year under review, Mr. Ramesh Kashyap and Mr. Arun Saldi were appointed as additional director on 28th May 2013 and 01st December 2013 respectively Later on Mr. Ramesh Kashyap was regularized in the Extra Ordinary General Meeting held on 13th day of September 2013.
In accordance with the section 152 and 161 of Companies Act, 2013, Mr. Arun Saldi and Mr. Subhash Kumar Jha who was appointed as the additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting and the Company has received the requisite Notice in writing from members proposing the appointment of Mr. Arun Saldi as the Non Executive Independent Director and Mr. Subhash Kumar Jha as the Non Executive Director of the Company in the ensuing Annual General Meeting.
The Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint
Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting.
During the year under review, Mr. Nitin Singhal has not continued their position in the Board.
Brief resume of Director proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 52 of the Listing agreement with the stock exchanges forms part of the Notice.
APPOINTMENT OF CHIEF FINANCIAL OFFICER AND INTERNAL AUDITOR
In pursuance of section 203 of Companies Act, 2013 the Board of Directors in their meeting held on 25th day of August 2014 has been appointed Ms. Monica Agrawal as Chief Financial Officer of the Company for a period of three years from the date of 25th day of August 2014.
In pursuance of section 138 of Companies Act, 2013 and the rules made thereunder, the Board of Directors in their meeting held on 25th day of August 2014 has been appointed, Mr. Gaurav Bansal Chartered Accountant, having membership No. 529325 as an Internal Auditor of the Company for the financial year 2014-15.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:
i. In the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.
ii. The Directors have 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 at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.
iii. 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.
iv. The Directors have prepared the annual accounts on a going concern basis.
PARTICULARS OF EMPLOYEES
During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.
During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.
Rishi Arora, Chartered Accountants having Membership No. 501847 the Statutory Auditors of the Company, hold office till the conclusion of ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Rishi Arora as Statutory Auditors of the Company from the conclusion of the forthcoming Annual general Meeting till the conclusion of the 10th Annual General Meeting.
Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.
DEMATERIALISATION OF EQUITY SHARES
Your Company has established connectivity with both the depositories National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Your Directors have considered the Dematerialisation of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The ISIN No. of Your Company is INE009Q01019.
GREEN INITIATIVE IN THE CORPORATE GOVERNANCE
In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the
Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.
The provisions of Section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Therefore, the information relating to conservation of energy or technology absorption etc. is not given. There has been no foreign exchange earning and outgo during the year under Report.
Directors wish to place on record their deep thanks and gratitude to;
a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.
b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.
By Order of Board of Directors Shri Krishna Prasadam Limited
Registered Office Sd/- Sd/-
Kulbhushan Parashar Ramesh Kashyap
27/5 (Basement) East Patel Nagar, Whole Time Director Director
New Delhi 110008 DIN: 02608369 DIN: 05341665
Date: 25.08.2014 Place: New Delhi