Dear Members,
The financial summary of Shri Krishna Prasadam Limited:-
| Sr. No. Particular |
Year Ended |
|
March 31, 2025 |
March 31, 2024 |
|
Audited |
Audited |
| 1. Total Income from Operations |
0.00 |
0.00 |
| 2. Net Profit/(Loss) for the period before tax |
(1275.59) |
(1.36) |
| 3. Net Profit/(Loss) for the period after tax |
(1275.41) |
(1.36) |
| 4. Net Profit/(Loss) for the period |
(1275.41) |
(1.36) |
| 5. Paid-up Equity Share Capital |
1010.00 |
1010.00 |
| 7. Outstanding Debt |
6.47 |
98.74 |
| 8. Earnings per share (Basic/Diluted) |
(12.63) |
(0.01) |
DIVIDEND:
Your directors have not declared any dividend during the year under
review due to loss incurred.
TRANSFER TO RESERVES:
The Company has transferred the loss amount of Rs. 1275.41 Lacs to
Reserves for the period under review.
LISTING INFORMATION
The Company Shares are listed as follows:
| Name of Stock Exchanges |
Stock Code/Symbol |
| Bombay Stock Exchange Limited (BSE) Phiroze |
SCRIP CODE: 537954 |
| Jeejeebhoy Towers, |
|
| Dalal Street, Mumbai- 400001 |
|
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs.
101000000/- divided into 10100000 equity shares of Rs. 10/- each. There has been no change
in the share capital of the Company during the year.
During the financial year 2024-25, the company has given the exit offer
to the shareholder pursuant to resolution plan approved by the Hon?able NCLT
However, after the closure of financial year 2025, the following
corporate actions has been taken place consequent to which the issued, subscribed and paid
up capital of the company is Rs. 2,01,60,000/- divided into 20,16,000 equity shares.
1. Reduction of Share Capital through reduction in Face Value of the
shares: The Face Value of existing Equity Shares shall be reduced from Rs.10/- per share
to Re.0.10 per share with number of shares issued remaining at same level after the
effective date. This would result in issued and paidup capital with 1,01,00,000 Equity
shares of Re. 0.10 each with voting rights and aggregate paid up capital of
Rs.10,10,000/-;
2. Consolidation of Face value of the shares: After Reduction of Face
Value of the existing shares to Re.0.10 per share, the face value of shares will be
consolidated to Rs.10 per share which would result in reduction of the quantity of shares
held by existing shareholders by 1/100 th of the existing quantity i.e. the shares of
existing shareholders holding 1,01,00,000 Equity Shares will reduce to 1,01,000 Equity
Shares. Hence the paid-up share capital of the company will be 1,01,000 Equity Shares of
Rs.10 each aggregating to paid up capital of Rs. 10,10,000/-.
3. Allotment of 19,15,000 Equity Shares having Face Value of Rs. 10/-
(Rupees Ten Only) each at par, aggregating up to Rs. 1,91,50,000/- (One Crore Ninety-One
Lakh Fifty Thousand only) against consideration of funds infused pursuant to the
Resolution Applicant i.e. Newage Intermediaries LLP through the Preferential issue basis
as per the approved Resolution Plan dated August 1, 2023.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
Disclosures related to Subsidiary, Associate & Joint Venture
Company for Financial Year 2024-25
Company does not have any Subsidiary, Associate and Joint Venture
Company.
There was no Company become or ceased to Subsidiary, Associate, JVs
Company during the year.
Performance & financial position of the Subsidiary, Associate and
Joint Venture company/ies are not to be given because such Companies are not exist.
DIRECTORS RESPONSIBILITY STATEMENT
As required by section 134 (3) (c) of Companies Act 2013.Your Directors
state that:
A. in the preparation of the annual accounts for the year ended March
31, 2025, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
B. 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 as at March 31, 2025
and of the profit of the Company for the year ended on that date;
C. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
D. the Directors have prepared the annual accounts on a going
concern? basis;
E. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
F. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
DETAILS OF SIGNIFICANT AND MATERIALS ORDER PASSED BY THE REGULATORS,
COURTS, TRIBUNAL
No significant and material order has been passed by the regulator,
courts, tribunals impacting the going concern status and Companies operations in future.
CORPORATE SOCIAL RESPONSIBILTY
Provisions of Corporate Social Responsibility pursuant to the
provisions of the section 135 of the Companies Act 2013 is not applicable on our company.
RISK MANAGEMENT
Risk management is the process of identification, assessment, and
prioritization, of risk followed by coordinated efforts to minimize, monitor and
mitigate/control the probability and/or impact of unfortunate events or to maximize the
realization of opportunities. The Company has laid a comprehensive risk assessments and
minimization procedure which is reviewed by the audit committee and approved by Board.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of the business.
There are no materially significant related party transactions made by the company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has an optimum mix of Non-Executive and Independent
Directors including Woman Director. All the members of the Board are competent and are
persons of repute with strength of character, professional eminence, having the expertise
in their respective disciplines to deal with the management functions of the company.
The composition of the Board of Directors as on date of this report:
| S. No. Name of Director |
DIN |
Date of Appointment |
Designation |
| 1 Suryakant Gupta |
06606258 |
26/09/2023 |
Independent Director |
| 2 Ekta Sharma |
08772631 |
26/09/2023 |
Independent Director |
| 3 Shubham Agarwal |
07228629 |
25/09/2023 |
Managing Director |
| 4 Hitesh Sharma |
10649130 |
30/12/2024 |
Non-Executive - Nominee Director |
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)
and 203 of the Companies Act, 2013 are as follows:- Mr. Shubham Agarwal:- Managing
Director (DIN: 07228629)
Mr. Shivshankar Gadekar:- Chief Financial Officer
On 25th May, 2025, Mr. Saurabh Kumar Sharma, has resigned
from the post of Company Secretary and Compliance Officer. Your company is in the process
of finalisation of a good candidate for the post of
Company Secretary and Compliance Officer for our company. We will duly
inform to you once we appoint any good candidate.
NUMBER OF BOARD MEETINGS OF BOARD OF DIRECTORS.
The Board of Directors duly met six times during the financial year
2024-25 for which proper notices were given and the proceedings were properly recorded in
the Minutes Book maintained for the purpose:
1st Board Meeting 07.06.2024 2nd Board Meeting
-15.06.2024 3rd Board Meeting- 09.09.2024 4th Board Meeting-
02.12.2024 5th Board Meeting- 22.01.2025
6th Board Meeting 31.03.2025
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration
of each director to the median remuneration of the employees of the Company for the
Financial year is not given.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTORS:
The Company?s Independent Directors did not met during the
reporting period as company received the NCLT Order and company in process to comply with
all the applicable provisions of all the applicable laws.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEMANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration
of each director to the median remuneration of the employees of the Company for the
Financial year is not given.
DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and
Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk factors are
envisaged except for: a. Government Policies b. Human Resource Risk
AUDITORS AND AUDITORS? REPORT:
M/s. A K P S & CO., Chartered Accountants, indore, FRN: 009710C,
has resigned from the office of the Statutory Auditors of the Company by way of casual
vacancy. Further in this 16th AGM new auditor M/s Barwal & Associates has
been appointed from the conclusion of this AGM until the conclusion of the AGM will held
in the calendar year 2030.
The observations made by the Auditors? in their Auditors?
Report and the Notes on Accounts referred to in the Auditors? Report are
self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS? REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Every
listed company and any public company with a paid-up share capital of 50 crores or more or
a revenue of 250 crores or more is required to perform a secretarial audit under Section
204 of the Companies Act, 2013. Ms. Payal Paras appointed as a Secretarial Auditor of the
company. The audit report did not contain any qualification. The report in form MR-3 is
annexed as annexure to the Boards Report.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there are no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies
Act 2013, the Annual Return as on 31st March 2024 is available on the website of the
Company at https://shrikrishnaprasadam.in/.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required under the provisions
SEBI (LODR) Regulation, 2015forming part of this report is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the Companies Act, 2013,
read with Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the
said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is not required to be given as there were no employees coming
within the purview of this section.
CORPORATE GOVERNANCE REPORT:
In pursuance to Regulation 15 (2) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the company has duly filed the corporate
governance report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8
of The Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has
not carried out in the manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
VIGIL MECHANISM:
The Company has adopted a Vigil Mechanism Policy uploaded in our
website.
GENERAL:
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review: i) Fraud reported
by the Auditors to the Audit Committee or the Board of Directors of the Company. ii)
Payment of remuneration or commission from any of its subsidiary companies to the Managing
Director/ Whole Time Director of the Company. iii) Voting rights which are not directly
exercised by the employees in respect of shares for the subscription/ purchase of which
loan was given by the Company (as there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
iv) Details of any application filed for corporate insolvency under Corporate Insolvency
Resolution Process under the Insolvency and Bankruptcy Code, 2016. v) One time settlement
of loan obtained from the banks or financial institutions.
DISCLOSURE UNDER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy against sexual harassment in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder. The Company has not received any sexual harassment related
complaints during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of the Loans and Guarantees given during the year under
review falling under Section 186 of the Companies Act, 2013 is given along with this
report. The details of Investments are as mentioned in the notes of financial statements.
During the year under review, the company has not provided any security falling within in
purview of Section 186.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which the financial
statements relate and the date of the Directors? Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING
CONCERN AND COMPANY?S OPERATIONS:
The National Company Law Tribunal, New Delhi passed the order under
section 30(6) of Insolvency And Bankruptcy Code, 2016 for Insolvency Resolution Process
for Corporate Persons.
1. Took note of Promoter Reclassification.
In 2022, a Corporate Insolvency Resolution Process (CIRP) was initiated
against the Company. During the process, seven (7) entities submitted expressions of
interest. Among them, the resolution plan submitted by M/s Newage Intermediaries LLP was
approved by both the Committee of Creditors and the Hon?ble
National Company Law Tribunal (NCLT), New Delhi Bench.
Following the approval of the resolution plan on 14th July 2023, M/s
Newage Intermediaries LLP was appointed as the new promoter of the Company, effective from
the date of the NCLT?s approval.
As a result, the erstwhile promoters and promoter group namely Mr.
Kulbhushan Parashar, Mrs. Harpreet Parashar, M/s Kulbhushan Parashar HUF, M/s KPCorp
Consultants Private Limited, M/s Corporate CapitalVentures Private Limited, have been
reclassified as public. They no longer hold any control, interest, or association with the
Company.
2. Took note of the Resolution Plan.
We would like to inform you that the company from last 2 years, have
taken various steps towards the implementation of the resolution plan and start the
trading of the company and make the company compliant with the applicable provisions, The
company has taken the following steps till the date of AGM:
1. The Exit Offer (Hereinafter referred as "Offer Letter" or
"Exit Offer") in pursuance of Order dated July 14, 2023 passed by the
Hon?ble National Company Law Tribunal (NCLT), New Delhi Court-VI in IA No.
5343/ND/2022 in CPIB 227/ND/2021and in terms of the approved Resolution Plan under section
31(1) of the Insolvency and Bankruptcy Code, 2016, in respect of providing exit option to
Shareholders.
2. Reduction of Share Capital through reduction in Face Value of the
shares: The Face Value of existing Equity Shares shall be reduced from Rs.10/- per share
to Re.0.10 per share with number of shares issued remaining at same level after the
effective date. This would result in issued and paidup capital with 1,01,00,000 Equity
shares of Re. 0.10 each with voting rights and aggregate paid up capital of
Rs.10,10,000/-;
3. Consolidation of Face value of the shares: After Reduction of Face
Value of the existing shares to Re.0.10 per share, the face value of shares will be
consolidated to Rs.10 per share which would result in reduction of the quantity of shares
held by existing shareholders by 1/100 th of the existing quantity i.e. the shares of
existing shareholders holding 1,01,00,000 Equity Shares will reduce to 1,01,000 Equity
Shares. Hence the paid-up share capital of the company will be 1,01,000 Equity Shares of
Rs.10 each aggregating to paid up capital of Rs. 10,10,000/-.
4. Allotment of 19,15,000 Equity Shares having Face Value of Rs. 10/-
(Rupees Ten Only) each at par, aggregating up to Rs. 1,91,50,000/- (One Crore Ninety-One
Lakh Fifty Thousand only) against consideration of funds infused pursuant to the
Resolution Applicant i.e. Newage Intermediaries LLP through the Preferential issue basis
as per the approved Resolution Plan dated August 1, 2023.
5. Applied for the Revocation of Suspension of Trading on Shares of the
Company.
The Company will take other various measures as per the resolution plan
approved by the Hon?able NCLT.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co- operation received from the Banks, Government Authorities, Customers,
and Shareholders during the year. Your directors also wish to take on record their deep
sense of appreciation for the committed services of the employees at all levels, which has
made our Company successful in the business.
|