| 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.
OVERALL PERFORMANcE & OUTLOOK
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.
DIVIDEND
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.
SHARE CAPITAL
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.
FINANCE AND ACCOUNTS
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
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.
SUBSIDIARY COMPANY
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.
RELATED PARTY TRANSACTIONS
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.
MANAGEMENT DISCUSSIONS & ANALYSIS
As required by Clause 49 of Listing Agreement, the Management
Discussion and Analysis is annexed and forms part of the Directors'
Report.
MANAGEMENT
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.
DIRECTORS
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.
INDEPENDENT DIRECTORS
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.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
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 -
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS
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.
MATERIAL cHANGES AND cOMMITMENTS AFFECTING FINANciAL POSITION BETWEEN
THE END OF THE FINANciAL YEAR AND DATE OF REPORT
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.
DIRECTORS RESPONSIBILITY STATEMENTS
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
INFORMATION TECHNOLOGY
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.
BUSINESS RISK MANAGEMENT
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.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
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.
RESEARCH & DEVELOPMENT
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.
AUDITORS
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.
EXTRACT OF ANNUAL RETURN
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.
PARTICULARS OF EMPLOYEES
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.
PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013
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.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings
during the year under review.
PUBLIC DEPOSITS
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.
REPORT ON CORPORATE GOVERNANCE
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.
APPRECIATION
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
| 