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Krishna Ventures Directors Report, Krishna Venture Reports by Directors
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Krishna Ventures

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Directors Report Year End : Mar '15    Mar 14
TO THE MEMBERS OF KRISHNA VENTURES LIMITED
 
 The Directors take pleasure in presenting the Thirty Third Annual
 Report together with the audited financial statements for the year
 ended 31st March, 2015.
 
 1.  FINANCIAL RESULTS:
 
                                                    (In Lakhs)
 
                                      2014-15         2013-14
 
 Total Income                          251.75          104.69
 
 Gross Profit                          117.83           62.83
 
 Depreciation                            NIL              NIL
 
 Interest                                NIL              NIL
 
 Provision for Tax                      37.75            12.60
 
 Net Profit                             80.08            50.23
 
 Proposed Dividend                       NIL              NIL
 
 Balance b/f                           123.36            73.47
 
 Profit c/f to Balance Sheet           195.61           123.36
 
 
 
 2.  DIVIDEND:
 
 (i) No Dividend was declared for the current financial year due to
 conservation of Profits.
 
 (ii) Since there was no unpaid / unclaimed Dividend declared and paid
 last year, the provisions of Section 125 of the Companies Act, 2013 do
 not apply.
 
 3.  SHARE CAPITAL:
 
 During the year, there were no changes in the capital structure of the
 company. The paid up Equity Share Capital as on 31st March, 2015 was
 10.8 Crore. As on 31st March, 2015, Directors of the Company hold
 shares of the Company the details whereof are given in the Extract of
 Annual Return (Form No. MGT-9) in Annexure II to the Director''s
 Report.
 
 a) Buy Back of Securities: The Company has not bought back any of its
 securities during the year under review.
 
 b) Sweat Equity: The Company has not issued any Sweat Equity Shares
 during the year under review.
 
 c) Bonus Shares: No Bonus Shares were issued during the year under
 review.
 
 d) Employees Stock Option Plan: The Company has not provided any Stock
 Option Scheme to the employees.
 
 
 4.  FINANCE
 
 Cash and cash equivalent as at 31st March, 2015 is 4.34 Lakh. 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.
 
 5.  DEPOSITS:
 
 The Company has not accepted deposit from the public falling within the
 ambit of Section 73 of the Companies Act, 2013 and The Companies
 (Acceptance of Deposits) Rules, 2014.
 
 6.  PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
 
 Details of Loans, Guarantees and Investments covered under the
 provisions of Section 186 of the Companies Act, 2013 are given in the
 Financial Statements forming part of this Annual Report.
 
 7.  REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
 
 During the year under review, the total income of the Company increase
 to Rs. 251.75 Lakh as compared to the financial year ended 2014 which
 was Rs. 104.69 Lakh. Thus, during the financial year 2014-15, the total
 income of the Company increased by 140.47%.
 
 Increase in total income leads to increase in the Gross Profit of the
 Company to Rs. 117.84 Lakh in the financial year 2014-15 whereas the
 Gross profit for the financial year 2013-14 was Rs. 62.83 Lakh.  Thus,
 the Gross Profit of the Company increased by 87.55% during the
 financial year 2014-15.
 
 Net Profit of the Company in the financial year 2014-15 increased to
 80.08 Lakh as compare to the financial year 2013-14 in which the Net
 Profit was Rs. 50.23 Lakh. Thus, the Net Profit increased by 59.43 %
 during the financial year 2014-15.
 
 8.  MANAGEMENT DISCUSSION & ANALYSIS REPORT:
 
 Management Discussion and Analysis Report for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchanges, annexed to this Directors'' Report, provides a more detailed
 review of the operating performance.
 
 9.  CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
 
 The Company has not developed and implemented any Corporate Social
 Responsibility initiatives as the said provisions are not applicable.
 
 10.  MATERIAL CHANGES/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
 THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
 THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate on the date of this report.
 
 
 11.  BUSINESS RISK MANAGEMENT:
 
 The Company has laid down a well-defined Risk Management Mechanism
 covering the risk mapping and trend analysis, risk exposure, potential
 impact and risk mitigation process. A detail exercise is being carried
 out to identify, evaluate, manage and monitoring of both business and
 non business risks.  The Board periodically reviews the risks and
 suggests steps to be taken to control and mitigate the same through a
 properly defined framework.
 
 12.  INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
 
 The Strong Internal Control Culture is pervasive in the Company in
 commensuration with the size, scale and complexity of its operations.
 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 efficacy and
 adequacy of internal control system in the Company, its compliance with
 operating systems, accounting procedures and policies of the
 organization. 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
 
 The Company has appointed M/s. G.S. Doot & Co., Chatered Accountant as
 Internal Auditor of the Company pursuant to Section 138 of the
 Companies Act, 2013 read with Rule 13 of The Companies (Accounts)
 Rules, 2014.
 
 13.  VIGIL MECHANISM / WHISTLE BLOWER POLICY:
 
 The Company has a vigil mechanism to deal with instance of fraud and
 mismanagement, if any. The details of the policy is posted on the
 website of the Company.
 
 14.  SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
 
 The Company does not have any Subsidiary, Joint Venture or Associate
 Company.
 
 15.  DIRECTORS AND KEY MANAGERIAL PERSONNEL:
 
 1.  APPOINTMENT:
 
 (i) Mr. Vijay Khetan as Chairman & Managing Director:
 
 The Board of Directors had on the recommendation of the Nomination &
 Remuneration Committee appointed Mr Vijay Khetan as Managing Director
 of the Company who shall be designated as Chairman & Managing Director,
 for the period of five years commencing from 31st January 2015 to 30th
 January, 2020. The Board of Directors recommends his appointment as
 Chairman and Managing Director of the Company.
 
 The further details about Mr. Vijay Khetan are given in the Corporate
 Governance Report as well as in the Notice of ensuing Annual General
 Meeting being sent to the shareholders along with the Annual Report.
 
 
 (ii) Mr. Pramod Kumar Khandelwal as Chief Financial Officer (CFO):
 
 The Board of Directors, on the recommendation of the Nomination &
 Remuneration Committee and consequent to the approval of the Audit
 Committee, appointed Mr. Pramod Kumar Khandelwal as Chief Financial
 Officer (CFO) with effect from 5th March, 2015.
 
 Mr. Khandelwal has 36 years of rich experience in the Banking Sector.
 He was associated with Union Bank of India as Deputy General Manager
 and was instrumental in overall performance of Union Bank Branches
 across the country. The Board is in onion that the appointment of Mr.
 Khandelwal as Chief Financial Officer (CFO) of the Company shall be
 beneficial in terms of achieving optimal financing structure and to
 achieve long term strategic and business objective.
 
 The further details about the Mr. Khandelwal are given in the Extract
 of Annual Return (Form MGT  9) as per Annexure II
 
 (iii) Ms. Krishna Parekh as Company Secretary and Compliance Officer
 
 The Board of Directors, on the recommendation of the Nomination &
 Remuneration Committee, appointed Ms. Krishna Parekh who possesses the
 require qualification as the Company Secretary and who shall also act
 as Compliance Officer of the Company as per the provisions of the
 Listing Agreement, with effect from 05th March, 2015.
 
 The further details about Ms. Krishna Parekh are given in the Extract
 of Annual Return (Form MGT  9) as per Annexure II
 
 2.  DECLARATION BY INDEPENDENT DIRECTORS:
 
 Directors have submitted the Declaration of Independence, as required
 pursuant to Section 149 (7) of the Companies Act, 2013; stating that
 they meet the criteria of the Independence as provided in sub section
 (6). The profile of the Independent Directors forms the part of the
 Corporate Governance Report.
 
 3.  RETIRE BY ROTATION:
 
 In accordance with the applicable provisions of Section 152(6) of the
 Companies Act, 2013, Mrs.  Meena Khetan, will retire by rotation at the
 ensuing Annual General Meeting of the Company and being eligible, offer
 herself for re-appointment. The Board recommends her reappointment.
 
 4.  RESIGNATION OF MS. BEENA AGARWAL:
 
 Mrs. Beena Agrawal, an Independent Director, resigned from the
 directorship of the Company with effect from 30th April, 2015. The
 Board considered and recorded the said resignation in its meeting held
 on 16th May, 2015.
 
 16. EVALUATION OF BOARD''S PERFORMANCE:
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as the evaluation of the working if its Audit, Nomination &
 Remuneration Committees. The manner in which the evaluation has been
 carried out has been explained in the Corporate Governance Report.
 
 17.  REMUNERATION POLICY:
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and fixing their remuneration.  The Remuneration
 Policy is stated in the Corporate Governance Report.
 
 18.  MEETINGS:
 
 During the year, five Board Meetings and five Audit Committee Meetings
 were convened and held.  The details of which are given in the
 Corporate Governance Report. The intervening gap between the Meetings
 was within the period prescribed under the Companies Act, 2013.
 
 19.  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 31st March, 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 note no.1of the 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 31st March, 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.
 
 20. RELATED PARTY TRANSACTIONS:
 
 All related party transactions that were entered into during the
 financial year were on an arm''s length basis and were in the ordinary
 course of business. There are no materially significant related party
 transactions made by the Company with Promoters, Directors, Key
 Managerial Personnel or other designated persons which may have a
 potential conflict with the interest of the Company at large.
 
 The Audit Committee, at the beginning of the financial year granted an
 omnibus approval for the related party transactions for the financial
 year 2014-15. The Board of Directors of the Company also approved the
 same.
 
 The policy on Related Party Transactions is approved by the Board
 during the year.
 
 None of the Directors has any pecuniary relationships or transactions
 vis--vis the Company.
 
 21.  SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
 
 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.
 
 22.  AUDITORS:
 
 STATUTORY AUDITORS:
 
 The Company, pursuant to section 139 of the Companies Act, 2013 and
 rules framed there under, in the previous Annual General Meeting held
 on 9th August, 2014, had appointed M/s. Bansi S. Mehta & Co., Chartered
 Accountants, as the Auditor of the Company who shall hold office till
 the conclusion of third consecutive Annual General Meeting there from,
 on such remuneration as may be determine by the Board after discussion
 with Audit Committee and the Auditors.
 
 M/s Bansi S. Mehta & Co., have express their willingness to continue as
 the Statutory Auditor of the Company and has furnished a certificate of
 their eligibility and consent under section 141 of the Companies act,
 2013 and the rules framed there under. As required under Clause 49 of
 the Listing Agreement, the auditors have also confirmed that they hold
 a valid certificate issued by the Peer Review Board of the Institute of
 Chartered Accountants of India.
 
 The Board recommends ratification of the appointment of M/s Bansi S.
 Mehta & Co. at the ensuing Annual General Meeting of the Company.
 
 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 Kaushal Dalal&
 Associates, a firm of Company Secretaries in Practice to undertake the
 Secretarial Audit of the Company. The Report of the Secretarial Audit
 Report is annexed herewith as Annexure I.
 
 23.  EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
 REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:
 
 (i) STATUTORY AUDITOR:
 
 The observations and comments given in the report of the Auditors read
 together with notes to accounts are self explanatory and hence do not
 call for any further explanation or comments under Section 134(f)(i) of
 the Companies Act, 2013.
 
 
 (ii) SECRETARIAL AUDITOR:
 
 With reference to the observations / qualifications made in the said
 report, Board of Directors clarifies as follows:
 
 - As per the provisions of Section 203 of the Companies Act, 2013, a
 company is required to have a Company Secretary (CS) and Chief
 Financial Officer (CFO), with the immediate effect from the date of the
 notification of the said section i.e. 1st April, 2014; however, the
 Company has appointed the CS and the CFO w.e.f 5th March, 2015.
 
 The Company was in search of the suitable candidate for the post of the
 Company Secretary and the Chief Financial Officer of the Company, once
 the suitable and appropriate candidate was available, the appointment
 of the Company Secretary and the Chief Financial Officer of the Company
 was accordingly made on 5th March, 2015.
 
 - As per the provisions of the section 108 of the Companies Act, 2013
 and the rules made there under, the Company should give notice of the
 e-voting to the shareholders along with the notice of the 32nd Annual
 General Meeting and publish the notice of e-voting in the newspaper
 before 5 days from the date of the commencement of the e-voting i.e. on
 4th August, 2014; however, the Company has published the notice of the
 e-voting in newspaper on 2nd August, 2014.
 
 Since, the Companies Act, 2013 was a new legislation which came into
 force on 1stApril, 2014, and the concept of the e-voting was very
 novel, the Directors of the Company was in a learning process of this
 new act, there was an inadvertent delay of the 3 days in the publishing
 the e-voting details in the newspaper, however, there was no intention
 to curb the interest of the members of the Company
 
 - As per Section 149(6)(b) (ii) of the Companies Act, 2013 and the
 rules made there under, the Independent Directors should not be related
 to the promoters or any directors of the Company, its holding,
 subsidiary or the associate Company; however, Mrs. Beena Agarwal and
 Mr.  Vijay Agarwal are related to each other and both are appointed as
 an Independent Directors of the Company
 
 The Board of Directors of the Company was of interpretation that the
 Independent Directors should not be related to the existing Directors
 of the Company and the appointment of the Vijay Agarwal and Beena
 Agarwal was appointed on the same date i.e 31st March, 2014 and they
 were not related to existing Directors of the Company. However, the
 Board of Directors later comprehended the concept of the independent
 and rectified this appointment by the resigning Mrs. Beena Agarwal as
 Director from the Board of the Company.
 
 24.  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 and Companies (Particulars of Employees) Rules, 1975, in
 respect of employees of the Company and directors is furnished herewith
 in Annexure-III. The Company has not employed any individual whose
 remuneration falls beyond the purview of the limits prescribed under
 the provisions Rule 5(2) of the Companies (Appointment and Remuneration
 of Managerial Personnel) Rules, 2014.
 
 
 25.  DISCLOSUR ON SEXUAL HARASSMENT:
 
 The Company during the year under the review has not any complaints
 pertaining to sexual harassment at the work place.
 
 26.  ENHANCING SHAREHOLDERS VALUE:
 
 Your Company believes that its Members are among its most important
 stakeholders. Accordingly, your Company''s operations are committed to
 the pursuit of achieving high levels of operating performance and cost
 competitiveness, consolidating and building for growth, enhancing the
 productive asset and resource base and nurturing overall corporate
 reputation. Your Company is also committed to create value for its
 other stakeholders by ensuring that its corporate actions positively
 impact the socio-economic and environmental dimensions and contribute
 to sustainable growth and development.
 
 27.  CORPORATE GOVERNANCE:
 
 As per Clause 49 of the Listing Agreement with the Stock Exchanges, a
 separate section on corporate governance practices followed by the
 Company, together with a certificate from the Company''s Auditors
 confirming compliance forms an integral part of this Report.
 
 28.  BUSINESS RESPONSIBILITY REPORT:
 
 Pursuant to circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012
 issued by Securities and Exchange Board of India (SEBI), Clause 55 of
 the Listing Agreement relating to Business Responsibility Report is not
 applicable to the Company.
 
 29.  CONSOLIDATED FINANCIAL STATEMENTS:
 
 Since the Company does not have any Subsidiary Company or Associate
 Company, the provisions of Section 129(3) of the Companies Act, 2013
 and Clause 32 of the Listing Agreement regarding consolidated financial
 statements do not apply.
 
 30.  ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
 Rules, 2014, are as below:
 
 - Energy Conservation: During the period under review there was no
 Energy conservation
 
 - Technology Absorption: During the period under review there was no
 Technology Absorption
 
 - Foreign Exchange Earnings and Outgo: During the period under review
 there was no foreign exchange earnings or out flow
 
 
 31. EXTRACT OF ANNUAL RETURN:
 
 The details forming part of the extract of the Annual Return in form
 MGT 9 is annexed herewith as Annexure II.
 
 32.  ACKNOWLEDGEMENTS:
 
 Your Directors thank the various Central and State Government
 Departments, Organizations and Agencies for the continued help and
 co-operation extended by them. The Directors also gratefully
 acknowledge all stakeholders of the Company viz. members, customers,
 dealers, vendors, banks and other business partners for the excellent
 support received from them during the year. The Directors place on
 record their sincere appreciation to all employees of the Company for
 their unstinted commitment and continued contribution to the Company.
 
 33.  CAUTIONARY STATEMENT:
 
 Statements in the Board''s Report and the Management Discussion &
 Analysis describing the Company''s objectives, expectations or forecasts
 may be forward-looking within the meaning of applicable securities laws
 and regulations. Actual results may differ materially from those
 expressed in the statement. Important factors that could influence the
 Company''s operations include global and domestic market conditions
 affecting cost as well as the selling prices of the services, changes
 in government regulations, tax laws, economic developments within the
 country and other factors such as litigation and industrial relations.
 
                           For and on behalf of the Board of Directors
 
                                                         Vijay Khetan 
 
 Place: Mumbai                           Chairman & Managing Director
 
 Date: 16th May, 2015                                    DIN:00436052
Source : Dion Global Solutions Limited
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