| Dear Members,
The Directors have pleasure in presenting the 21st Annual Report of
your company together with the Auditors Report for the year ended 31st
March 2015.
1. FINANCIAL HIGHLIGHTS
The Financial Results for the year ended 31st March 2015.
Rupees in lacs
Particulars 31/3/2015 31/03/2014
Profit/(Loss) from capital 125.65 78.65
market operations
Profit/(Loss) before depreciation, -14.38 7.09
Interest & tax
Interest 0.01 0.05
Depreciation 0.05 0.07
Profit/(Loss) before tax -14.44 6.97
Provision for tax 0.00 0.00
Deferred tax 0.00 0.00
Profit/(Loss) after tax -14.44 6.97
2. BUSINESS & PERFORMANCE
During the year under review, the Company has made a loss of Rs. -14.44
lacs for the financial year 2014-2015 as compared to standalone profit
of Rs.6.97 lacs for the financial year 2013-2014.
3. DIVIDEND
In order to conserve resources the Board of Directors have decided not
to declare any dividend for the current financial year 2014-15.
4. TRANSFERTO PROFITS LOSS ACCOUNT
Your Company proposes to transfer Rs. -14,44,182/- to the General
Reserve
5. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report; and there are no significant and material
orders passed by the regulators or courts or tribunals impacting the
going concern status and company's operations in future.
6. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENT
The Company has given loan of Rs.9,34,60,967/- under Section 186 of the
Act during the financial year 2014- 15.The Company has not given any
guarantee nor made any investments during the Financial year 2014-2015.
7. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Company's business does not require any technology absorption and hence
no reporting is required to be furnished underthis heading.
Foreign Exchange inflow and outflow during the year is Nil.
8. DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review. There are no outstanding deposits as on 31st March
2015.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIREMENT BY ROTATION
In terms of Section 152 of the Companies Act 2013, Mr. S. P.Bharat Jain
Tatia, who retire by rotation at the forthcoming AGM and is eligible
for re-appointment. Mr. S. P.Bharat Jain Tatia offered himself for
re-appointment. Brief profile is mentioned in the Notice of
forthcoming Annual General Meeting of the company.
INDEPENDENT DIRECTOR
Pursuant to the provisions of clause 49 of the Listing Agreement
entered into with the Stock Exchange Mr. E. Subbarayan and Ms. D.
Hemamalini are the Independent Directors of the Company and appointment
was made for 5 years at the 20th AGM.
KEY MANAGERIAL PERSONNAL
Mrs. Sangita Tatia was appointed as the Chief Financial Officer of the
Company with effect from 22.08.2014 during the financial year.
The Company is yet appoint company secretary and had given
advertisement and circulars at the institute of company secretary
(ICSI)
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the
Executive Directors was carried out by the Independent Directors.
10. STATUTORY AUDITORS
M/s. K.Subramanyam & Co., Chartered Accountants, (Firm Registration
Number 004146S) have been appointed as statutory auditors of the
company at the last Annual General Meeting held on 29/09/2014, to hold
office till the conclusion of the twenty first Annual General Meeting
of the company.
The Board of Directors of the company has recommended the appointment
of Messrs. K.Subramanyam & Co., Chartered Accountants, (Registration
Number 004146S) as statutory auditors of the company from the
conclusion of twenty first Annual General Meeting till the conclusion
of twenty fifth Annual General Meeting of the company, subject to the
ratification of appointment of Statutory Auditors at every annual
general meeting by the shareholders.
11. COMMENT ON STATUTORY AUDITOR'S REPORT
There were no adverse remarks made by the statutory auditor, Mr. K.
Subramanian, Chartered Accountants bearing (Membership No. 023663,
Regn. No. 004146S), in the Statutory Audit Report, during the current
financial year.
12. 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 M/s Lakshmmi
Subramanian & Associates, Practising Company Secretaries,(CP No.1087:,
FCS:3534),Company Secretaries to undertake the secretarial audit of the
company. The Secretarial Audit Report is annexed herewith as Annexure
VI'.
13. COMMENT ON SECRETARIAL AUDITOR REPORT
With Reference to the remarks made by the secretarial auditor, Mr. P.S.
Srinivasan, Associate partner M/s. Lakshmmi Subramanian & Associates
Practicing Company Secretaries bearing (CP No. 3122), in the
Secretarial Audit Report, the company has taken the corrective measures
during the current financial year.
14. PERSONNEL
According to Section 197(12) of the Companies Act, 2013 read with rule
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014,none of the employees fall under the category
specified under the said Section and the Rules made there-under.
15. RELATED PARTIES TRANSACTIONS
The Company has entered into contract / arrangements with the related
parties in the ordinary course of business and on arm's length basis.
Thus provisions of Section 188(1) of the Act are not
applicable.-Annexure -1 details to be given-AOC2
16. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under Sub-Section (3) of
Section 92 of the Companies Act, 2013 (the "Act") is enclosed at
Annexure-ll in the prescribed form MGT-9 and forms part of this Report.
17. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company
on a continuous basis. The Committee oversees Company's process and
policies for determining risk tolerance and review management's
measurement and comparison of overall risk tolerance to established
levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous
basis.
18. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has in place 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 there under. During the
financial year 2014-15, the Company has not received any complaints on
sexual harassment.
19. MANAGEMENT DISCUSSION&ANALYSIS REPORT
As per Clause 49 of the listing agreement entered into with the stock
exchanges, Management Discussion and Analysis report (ANNEXURE IV) and
Corporate Governance Report with Auditors' certificate thereon
(ANNEXURE-V) are attached and form part of this report.
20. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBl.The report on Corporate Governance as stipulated under the
Listing Agreement forms an integral part of this Report. The requisite
certificate from the Auditors of the Company confirming compliance with
the conditions of corporate governance is attached to the report on
Corporate Governance.
21. NUMBER OF MEETINGS OF THE BOARD
Seven meetings of the Board of Directors of the Company were held
during the year. For detail of the meetings, please refer to the
Corporate Governance Report, which forms part of this Report.
22. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and members of Senior Management have affirmed compliance
with the Code of Conduct for Directors and Senior Management of the
Company. A declaration to this effect has been signed by Mr. S.P.
Bharat Jain Tatia, the Managing Director of the Company and forms part
of the Annual Report and the website of the Company at www.kreon.in
23. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and
employees to report their genuine concerns. For details, please refer
to the Corporate Governance Report attached to this Report and the
website of the Company at www.kreon.in.
24. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company as per the act and no
committee is required to be form.
25. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual financial statements for the
year ended March 31,2015, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b. that such accounting policies as mentioned in Notes to the
Financial Statements have been selected and applied consistently and
judgment and estimates have been made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2015 and of the profit of the Company for the
year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a going
concern basis;
e. That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
f. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS-BEFORE ACKNOWLEDGEMNT IN DIRECTORS REPORT
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
27. ACKNOWLEDGEMENTS
The Board of Directors would like to thank all employees of the Company
and also Company's shareholders, auditors, customers and bankers for
their continued support.
On behalf ofthe Board of Directors
For KREON FINANNCAIL SERVICES LIMITED
Sd/-
S. PANNALAL TATIA
Whole Time Director
Din.No.01208913
Place: Chennai
Date: 28.8.2015
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