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Krishna Capital & Securities Ltd.

BSE: 539384 Sector: Financials
NSE: N.A. ISIN Code: INE897B01019
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NSE 05:30 | 01 Jan Krishna Capital & Securities Ltd
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VOLUME 377
52-Week high 15.93
52-Week low 2.85
P/E 93.89
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.45
CLOSE 8.45
VOLUME 377
52-Week high 15.93
52-Week low 2.85
P/E 93.89
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Krishna Capital & Securities Ltd. (KRISHNACAPITAL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present 27th Annual Report and the Company's AuditedFinancial Statement for the financial year ended March 31 2021.

Finance Results:

The Company's financial performance for the year ended March 31 2021 is summarizedbelow: Finance Highlights:

(Amount in Lacs)

The Breakup of Profit is given as Follows Standalone Consolidated
31/03/2021 31/03/2020 31/03/2021 31/03/2020
Total Revenue 48.25 40.26 48.25 40.26
Profit /Loss Before Depreciation & Exception/ Extra Ordinary item 30.03 33.49 30.03 33.49
Depreciation 0.04 0.04 0.04 0.04
Exceptional Item - - - -
Share Profit / (Loss) of an Associate - - 0.36 0.16
Net Profit Before Taxation 18.22 6.77 18.58 6.93
Current Tax 2.93 1.06 3.03 1.10
Deferred Tax 0.01 0.01 0.01 0.01
Net Profit After Taxation 15.28 5.70 15.54 5.82
Profit for the Period for Appropriation 15.28 5.70 15.54 5.82
Earning Per Shares
Basic 0.48 0.18 0.49 0.18
Diluted 0.48 0.18 0.49 0.18

Dividend

In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.

Brief description of the Company's working during the year/State of Company's affairs:

The second wave COVID-19 in the middle of last quarter for the fiscal year 2020-2021has again caused a significant disturbance in the working of the Com pa ny.

Standalone Results:

During the year the Company reported an increase in total revenue by 19.85% toRs.48.25 Lacs as compared to Rs. 40.26 Lacs during the last year. The Company recorded anincrease in Net profit after tax of Rs. 15.28 Lacs as compared to Rs.5.70 Lacs during thelast year.

Your Company is Non-Banking Finance Company registered with Reserve Bank of India. TheCompany proposes to transfer an amount of Rs.3.64 Lacs which is 20% of net profit toSpecial Reserve Fund and after adjustment the balance is proposed to be retained in theStatement of Profit & Loss.

Consolidated Results:

The Company has consolidated its accounts with its associate Company viz. Palco MetalsLimited. During the year the Company reported consolidated total revenue of Rs. 48.25Lacs as compared to Rs. 40.26 Lacs during the last year. The Company recorded an increasein Net profit after tax of Rs. 15.54 Lacs as com pa red to Rs.5.82 Lacs during the lastyear.

The Audited Consolidated Financial Statements for the financial year ended March312021 have been prepared in accordance with the Ind AS Rules and relevant provisionsof the Act from the duly approved Financial Statements of Associates by its respectiveBoard of directors.

There is no change in the nature of business of the Company during the year.

Financial Statements-Application of the Companies (Indian Accounting Standards) Rules2015

The audited financial statements of the Company drawn up both on standalone andconsolidated basis for the financial year ended March 312021 are in accordance with therequirements of the Companies (Indian Accounting Standards) Rules 2015 ("Ind ASRules").

Transfer of amount to Investor Education and Protection Fund:

The Company is not required to transfer unpaid or unclaimed dividend etc. to InvestorEducation and Protection Fund as there was no such amount which needed to be transferred.

Subsidiaries/Joint Venture/Associate Companies:

Company does not have Subsidiary / Joint Venture Companies. The Company has oneassociate Company Namely M/s. Palco Metals Ltd.

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to the requirement of Regulation 33 & Regulation 34 of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 (hereinafter referred asListing Regulations) read with other applicable provisions and prepared in accordance withapplicable IND AS for financial year ended March 312021.

Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

Directors' Responsibility Statement:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same;

2. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of financial year and of theprofit and loss of the Company for the year ended on that date.

3. The Directors had taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

6. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Reporting of frauds by auditors

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employees.

Contracts and Arrangement with Related Parties:

During the year the Company has not entered into any material contracts or arrangementwith related parties which attracted the provisions of Section 188 of the Companies Act2013. Notes to the financial statement sets out the disclosure of related partytransactions during the year.

Corporate Governance:

Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 is notapplicable to the Company and hence nothing to report thereon.

Corporate Social Responsibilities:

As the Company's net worth turnover or net profits are below the limit prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.

Risk Management

Your Company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.

Internal Financial Control:

Your Directors state that there are adequate internal financial controls with referenceto the financial statements i.e. Balance Sheet Statement of Profit and loss Cash FlowStatements and other relevant records and are operating effectively.

Directors:

Your directors are pleased to inform you that Mr. Ashok Kumar Agrawal (DIN 00944735)director retiring by rotation and being eligible offer themselves for re-appointment.Moreover the terms of Mr. Ashok Kumar Agrawal as the Chairman and Managing Director hadexpired on 31.03.2021 and the Board of Directors in their meeting has re-appointed him fora further period of five years w.e.f 01/04/2021. During the year Mr. Pramod Agrawal (DIN:00596327) and Ms. Sneh Gupta (DIN: 07135648) have resigned from the directorship of theCompany and Chairman and member of respective committee meetings. On the Recommendationsof Nomination and Remuneration Committee Mr. Kalpesh Mehta (DIN: 08815356) and Mrs.ArpitaMehta (DIN 00921081) were appointed as an additional and Independent Directors of theCompany w.e.f January 1 2021 pursuant to Sections 149152 and 161 and other relevantprovisions of the Companies Act 2013 and Rules made thereunder.

Mrs. Arpita Mehta had resigned on 21/06/2021 as an additional and independent directordue to her personal reason whereas Mrs. Meenu Maheshwari (DIN: 07113136) was appointed inher place as additional independent and as a woman director by the Board of Directors intheir meeting held on 21/06/2021 pursuant to Sections 149152 and 161 and other relevantprovisions of the Companies Act 2013 and Rules made thereunder.

Your directors would like to appreciate the services rendered by outgoing directorsduring their tenure as directors and welcome the newly appointed directors.

Your directors would further like to confirm that the Company has received declarationfrom all the Independent Directors confirming their independence as well as confirmationthat "he/she is not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact his/her ability to discharge his/herduties with an objective independent judgment and without any external influence".Accordingly requirement of Section 149(6) of the Companies Act 2013 are duly compliedwith. None of the director of the Company is debarred from holding the office of directorpursuant to any SEBI order.

Your directors would like to confirm that as per opinion of the Board of Directors allthe Independent Directors of the Company meet the requirement of integrity expertise andexperience (including the proficiency) required for their appointment.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel of theCompany are Mr. Ashok Agrawal Chairman & Managing Director Mr. Vinod Agrawal CFO& Director and Shweta Saparia Company Secretary. During the year there has been nochange in the Key Managerial Personnel.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent Directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the Company as on March 312021 is as under:

No Name Designation Executive/Non Executive
1. Mr. Ashok Agrawal Chairman & Managing Director Executive
2. Mr. Vinod Agrawal Director& CFO Non-Executive
3. Mr. Arpita Mehta* Independent Director Non-Executive
4. Mr. Kalpesh Mehta Independent Director Non-Executive
5. Mr. Narendra Agrawal Independent Director Non-Executive

*Mrs. Arpita Mehta had after the close of the financial year resigned as directorw.e.f June 21.2021 and Mrs. Meenu Maheshwari was appointed as an additional independentwoman director in her place.

Seven Board meetings were held during the year. The details of Board Meetings andattendance of Directors are given below:

Date of Meeting No. of Directors Present
29/06/2020 05
14/08/2020 05
27/08/2020 05
28/10/2020 05
31/12/2020 07
28/01/2021 06
31/03/2021 05

Audit Committee:

The Company during the year there was re-composition of Audit Committee as under:

No. Name Designation Position in Committee
1. Mr. Kalpesh Mehta Director Chairman & Member
2. Mr. Narendra Agrawal Director Member
3. Mr. Vinod Agrawal Director Member

During the year Mr. Pramod Agrawal has resigned as the Chairman and member of theCompany whereas Mr. Kalpesn Mehta has been appointed as the Chairman of the Committee. Thecomposition of committee inter alia meets with the requirement of Section 177 of theCompanies Act 2013.

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the Company.

In discharging the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board.

Responsibility of the Committee:

The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit reportshall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Six Audit Committee meetings were held during the year. The details of Meetings andattendance of Directors are given below:

Date of Meeting No. of Directors Present
25/06/2020 03
07/08/2020 03
21/08/2020 03
20/10/2020 03
23/01/2021 03
31/03/2021 03

Nomination and Remuneration Committee:

The company has the Nomination and Remuneration Committee. The Composition of Committeeis as under:

No. Name Designation Position in Committee
1. Mr. Narendra Agrawal Director Chairman & Member
2. Mr. Kalpesh Mehta Director Member
3. Mr. Vinod Agrawal Director Member

*Mr. Kalpesh Mehta was appointed as the Member of the Committee. Whereas

*Mr. Pramod Agrawal resigned as the Member of the Committee.

Two NRC meeting were held during the year. The details of Meeting and attendance ofDirectors are given below:

Date of Meeting No. of Directors Present
25/12/2020 03
25/03/2021 03

The Committee has been formed in terms of Section 178 of the Companies Act 2013. TheCommittee shall have at least the following basic responsibilities:

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal and shall carryout evaluation of every Director'sperformance.

• To formulate and review criteria that must be followed for determiningqualification for determining qualifications positive attributes and independence ofDirector.

• To recommend the Board a policy relating to the remuneration for the Directorskey managerial personnel and other employees ana to ensure compliance with theremuneration policy set forth by the Company.

• To propose to the Board the members that must form part of the Committee.

• To report on the systems and on the amount of the annual remuneration ofDirectors and senior management.

The Remuneration Policy has been posted on the website of the Company.

Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in accordance with theCompanies Act 2013. The Composition of the Committee is asunder:

No. Name Designation Position in Committee
1. Mr. Narendra Agrawal Director Chairman
2. Mr. Vinod Agrawal Director Member
3. Mrs. Arpita Mehta* Director Member

*Mrs. Sneh Gupta has resigned as the director and members of committees. Subsequently

Mrs. Arpita Mehta was appointed in her place as a Member of the Committee. After theclose of the financial year

Mrs. Arpita Mehta had resigned w.e.f. 21/06/2021 and

Mrs. Meenu Maheshwari was appointed as member of the Committees in her place.

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company withrespect to transfer of shares non-receipt of annual report etc.

• Ensuring expeditious share transfer process in line with the proceedings of theShare Transfer Committee.

• Evaluating performance and service standards of the Registrar & ShareTransfer Agent of the Company.

• Providing guidance and making recommendation to improve service levels forinvestors.

Four SRC Committee meetings were held during the year. The details of Meetings andattendance of Directors are given below:

Date of Meeting No. of Directors Present
29/06/2020 03
12/10/2020 03
28/01/2021 03
30/03/2021 03

Separate Meeting of Independent Directors:

A meeting of Independent Directors was held without the attendance of Non independentDirectors and the members of Management. All independent Directors were present at themeeting. The following issues were discussed in detail;

• Reviewed the performance of non-independent Directors and the Board as a whole.

• Reviewed the performance of the Chairperson of the Company taking into accountthe views of executive Directors and non-executive Directors.

Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

Cost Audit and Cost Audit Report:

The provisions of Section 148 of the Companies Act 2013 relating to maintenance ofCost Records and appointment of Cost auditors are not applicable to the Company.

Prevention of Sexual Harassment at Work Place:

Your company has complied with the provision relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. Your Company has also established an InternalCommittee. This year the focus was on increasing the awareness around POSH and theworking of the internal committee. During the year the company has not received anycomplaint.

Conservation of energy technology absorptions and foreign exchange earnings and outgoare as follows:

Though the operations of the Company are not energy intensive the Company has takenadequate measures to conserve energy and optimize its use by using energy efficientcomputers and equipment with latest technology. The Company has not brought anytechnology. There is no foreign exchange earnings or outgo during the year.

Annual Return:

The extract of the Annual Return in Form No. MGT 9 is annexed to the report asAnnexure-A and the Annual Return of the Company has been placed on the website of theCompany and can be accessed at www.kcsl.co.in.

Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration in excess of limits prescribedunder the Act.

The Company has few employees on its payroll. Details of remuneration paid toDirectors Non-Executive Directors an a Independent Directors are disclosed in the FormMGT 9 annexed as Annexure A to the Board Report. Further there are no other employees onthe payroll of the Company.

Compliance of Secretarial Standards:

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.

General Shareholders Information:

27th Annual General Meeting
Venue Not applicable for this meeting as the meeting will be held
Conferencing or other Audio Visual Means.
Date Friday September 1'2021.
Time 4.00 p.m.
Book Closure From 10/09/2021 to 17/2X921 (both days exclusive)

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors at theirmeeting held separately. The Directors expressed their satisfaction with the evaluationprocess.

Vigil Mechanism (Whistle Blower):

Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Share Capital Employee Stock Option etc.:

The paid up equity share capital of the Company as on March 31 2021 is Rs.31584000/-During the year there are no issue of equity shares with differential rightsno issue of sweat equity shares no issue of employee stock options and no provision ofmoney by Company for purchase of its own shares by employees or by trustees for thebenefit of the employees the details required to be given under various rules issuedunder the Companies Act 2013 is NIL.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed Bipin L. Makwana Practicing Company Secretary to conduct Secretarial Audit forthe financial year 2020-2021. The secretarial Audit Report (Annexure-C) for the financialyear is annexed herewith which forms a part of this report. The Secretarial Audit Report(Annexure-C) does not contain any qualification reservation or adverse market.

Auditors & Auditor's Report:

M/s. Rinkesh Shah & Co. Chartered Accounts (FRN: 129690W) have been appointed asStatutory Auditors for a period of five years and there is no change in the same. M/s.Rinkesh Shah & Co. have given their consent to act as statutory auditors of theCompany. The requirement of ratification of auditors have been withdrawn by the Companies(Amendment) Act 2015 and hence this item was dropped from the agenda of the forthcomingannual general meeting.

M/s. Rinkesh Shah & Co. has audited the books of accounts of the Company for thefinancial year ended March 312021 and has issued the Auditors' Report thereon. There areno qualifications or reservations on adverse remarks or disclaimers in the said report anddo not call for any further explanation or comments U/sl34 (3(f) of the Companies Act2013.

Particulars of Loans given Investment made Guarantee given and Securities provided:

Pursuant to the provisions of Section 186 of the Act the disclosure regardingparticulars of loan given guarantee given and security are given in notes to thefinancial statement.

Listing of Shares:

The securities of the Company are listed at BSE and Ahmedabad Stock Exchange. ISIN ofthe Company is INE897B01019. The Company has paid listing fee for the year 2020-2021.

Registrar and Share Transfer Agents: (R & T)

The Company has appointed MCS Share Transfer Agents Ltd. 101 Shatdal Complex Opp.Bata Showroom Ashram Road Ahmedabad: 380009 as Registrar and Transfer Agents forelectronics shares. The average time taken in transfer of shares is 15 days. Thedepositories directly transfer the dematerialized shares to the beneficiaries.

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date ofreceipt provided documents are correct and valid in all respect.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to theShareholders bankers Government Institutions and regulatory bodies for their continuedassistance support and cooperation. Our sincere thanks are also due to our esteemed otherbusiness constituents and finally to employees of the Company for their untiring effortsand commitment to their duties.

By Order of the Board
For Krishna Capital & Securities Ltd
SD/-
Registered Office: Ashok Agrawal
403 Mauryansh Elanza Chairman & Managing Director
B/h. Parekn Hospital DIN 00944735
Shyamal Cross Road
Satellite
Ahmedabad: 3800 15
Place: Ahmedabad
Date: 17/08/2021

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