TO THE MEMBERS OF KRISHNA VENTURES LIMITED
The Directors take pleasure in presenting the Thirty Seventh Annual Report togetherwith the Audited Financial Statements for the Year ended on March 31 2019.
1. FINANCIAL RESULTS
| || ||(Rs. In Lakh) |
|Particulars ||Financial Year ||Financial Year |
| ||2018-19 ||2017-18 |
|Revenue from Operation ||7.05 ||4.00 |
|Other Income ||1.32 ||0.07 |
|Total Income ||8.37 ||4.07 |
|Total Expenditure ||30.62 ||50.41 |
|Profit Before Tax ||(22.26) ||(46.34) |
|Tax Expenses ||- ||- |
|Profit After Tax ||(22.26) ||(46.34) |
|Add: Amount brought forward from previous year ||169.63 ||215.97 |
|Appropriations: || || |
|Proposed Dividend ||0 ||0 |
|Balance carried forward to Balance Sheet ||147.37 ||169.63 |
(i) No Dividend was declared for the financial year 2018-19.
(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year theprovisions of section 125 of the Companies Act 2013 does not apply.
3. SHARE CAPITAL
During the year there was no change in the capital structure of the Company. The paidup equity share capital as on March 31 2019 was Rs. 108000000/- (Rupees Ten CroresEighty Lakh only) divided into 10800000 (One Crore Eight Lakh) equity shares of Rs.10/- (Rupees Ten only) each. As on March 31 2019 Directors of the Company hold shares ofthe Company the details whereof are given in the Extract of Annual Return (Form No.MGT-9) in Annexure A to the Board's Report.
a) Buy Back of securities: The Company has not bought back its shares/securities during the year under review.
b) Sweat Equity: No Sweat Equity Shares are issued 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 OptionScheme to the employees.
Cash and Cash Equivalent as at March 31 2019 is Rs. 9000/- The Company continues tofocus on judicious management of its working capital. Receivables inventories and otherworking capital parameters were kept under strict check through continuous monitoring.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of section186 of the Companies Act 2013 are given in the Financial Statements forming part of thisAnnual Report.
7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
The Total Revenue of the Company is Rs. 8.37 Lakh in the Financial Year 2018-19 ascompare to the Previous Financial Year 2017-18 in which the Total Revenue was Rs. 4.07Lakh.
The Company incurred Net loss of Rs. 22.26 Lakh in the Financial Year 2018-19 ascompare to the Previous Financial Year 2017-18 in which the amount of Net loss was Rs.46.34 Lakh.
8. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the Financial Year 2018-19 as stipulatedunder regulation 34 read with schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (Listing Regulations 2015) forms the part of this AnnualReport.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of section 135 of the Companies Act 2013 are not applicableto the Company.
10. MATERIAL CHANGES / COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE ANDTHE DATE OF THIS REPORT
No Material Changes / Commitments affecting the Financial position of the Companyoccurred between the end of the Financial Year to which financial statements relate andthe date of this report except that as a part of group re-structuring activity thedesignation of Mr. RATISH TAGDE has changed from Whole Time Director to ChairmanNon-Executive & Non-Independent Director of the Company w.e.f. 17th April2019 and designation of Mr. ARUNKUMAR VERMA has changed from Independent Director to WholeTime Director of the Company w.e.f. 1st August 2019.
11. RISK MANAGEMENT
The Company has laid down a well-defined Risk Management Mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. Adetail exercise is being carried out to identify evaluate manage and monitoring of bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.The Company has adopted a Risk Management Policy which is displayed on the website of theCompany at www.krishnaventures.com.
12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The strong internal control culture is pervasive in the Company in commensuration withthe size scale and complexity of its operations.
The Internal Audit Function monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the organization. Periodically the Audit Committee theInternal Auditors and Statutory Auditors identifies the discrepancies and the flaws of theInternal Audit System and reports the Board their observations / remarks if any which inturn enables the Board to undertake corrective actions in the respective areas and therebystrengthen the controls.
Pursuant to section 138 of the Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 the Proprietor of M/s. Varma and Associates (Firm RegistrationNumber: 142189W; Membership Number: 166536) was appointed as the Internal Auditor of theCompany for the remaining period of the Financial Year 2018-19.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Whistle Blower Policy that enables the Directors andEmployees to report instance of fraud or mismanagement. The policy also provides foradequate safeguards against victimization of persons who use the mechanism and also directaccess to the Chairperson of the Audit Committee of the Board of Directors of the Companyin appropriate or exceptional cases. Details of the Whistle Blower Policy are madeavailable on the Company's website www.krishnaventures.com.
14. HOLDING SUBSIDIARIES AND ASSOCIATE COMPANIES
The Company is subsidiary of Kernel Tech Networks Private Limited.
The Company does not have any Subsidiary company or Associate company.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Amita Amit Raut Company Secretary has been appointed as Associate CompanySecretary (KMP) and Compliance Officer of the Company w.e.f. 16th March 2019.
Mr. Vijay Khetan the Non-Executive Chairman & Promoter Director and Mrs. MeenaKhetan Non-Executive Promoter Director resigned as the Directors of the Company witheffect from August 11 2018.
3. DECLARATION BY INDEPENDENT DIRECTORS
Directors have submitted the Declaration of Independence as required pursuant tosection 149 (7) of the Companies Act 2013; stating that they meet the criteria of theIndependence as provided in section 149(6).
16. EVALUATION OF BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit StakeholdersRelationship Committee and Nomination & Remuneration Committee. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.
17. REMUNERATION POLICY
The Board has upon the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and fixingtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.The Remuneration Policy also displayed on the website of the Companywww.krishnaventures.com.
During the year Five Board Meetings four Audit Committee Meetings four StakeholdersRelationship Committee Meetings and Two Nomination & Remuneration Committee Meetingswere convened and held as per the applicable provisions of the Companies Act 2013 andListing Regulations 2015. The details of Board and Committee meetings held during theFinancial Year are given in the Corporate Governance Report. The intervening gap betweenthe 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 andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013:
a. that in the preparation of the Annual Financial Statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in note no. 1 of the Notes to theFinancial Statements have been selected and applied consistently and judgment andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
20. RELATED PARTY TRANSACTIONS
The related party transactions that were entered during the Financial Year 2018-19 aregiven in the notes to financial statements as per Accounting Standard 18 which form partof the Annual Report.
Further all transactions with related parties entered into under section 188 (1) ofCompanies Act 2013 have been conducted at an arm's length basis and are in ordinarycourse of business. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.Details of material contracts or arrangement or transactions at arm's length basis interms of section 134(3)(h) of the Companies Act 2013 and rule 8(2) of the Companies(Accounts) Rules 2014 in form AOC-2 is furnished herewith in Annexure C.
The Audit Committee at the beginning of the financial year granted omnibus approvalfor the related party transactions which are of repetitive nature and entered in theordinary course of business and at arm's length. The Board of Directors of the Companyalso approved the same. All related party transactions are placed before the AuditCommittee for review and approval.
The policy on Related Party Transactions as approved by the Board is placed on thewebsite of the Company www.krishnaventures.com.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
22. AUDITORS & AUDITORS' REPORT
1. STATUTORY AUDITORS
The Company pursuant to section 139 of the Companies Act 2013 and rules framedthereunder in the Thirty Fifth Annual General Meeting held on September 30 2017 hadappointed M/s. Shashikant J. Shah & Co. Chartered Accountants (Firm Registration No.109996W) Mumbai as the Statutory Auditors of the Company for a term of five consecutiveyears commencing from the conclusion of Thirty Fifth Annual General Meeting until theconclusion of Fortieth Annual General Meeting to be held in the year 2022 subject to theratification by the Members at every Annual General Meeting held thereafter on suchremuneration as may be mutually decided by the Board of Directors of the Company andStatutory Auditors based on the recommendation of the Audit Committee. They are beingeligible have consented and offered themselves for ratification of their appointment asStatutory Auditors for conducting audit of accounts of the Company for the financial year2019-20.
Pursuant to section 139 and 141 of the Companies Act 2013 and relevant rulesprescribed there under the Company has received certificate from the Statutory Auditorsto the effect inter-alia that ratification of their appointment if made would bewithin the limits and as per the term provided under by the Companies Act 2013 and thatthey are not disqualified for such appointment under the provisions of applicable laws.
The Board recommends ratification of the appointment of M/s Shashikant J. Shah &Co. Chartered Accountants as the Statutory Auditors of the Company for the FinancialYear 2019-20 for your approval.
The Statutory Auditors M/s Shashikant J. Shah & Co. have submitted their Report onthe Financial Statements of the Company for the Financial Year 2018-19 which forms partof this Annual Report.
There is a legal case pending before the Mumbai High Court with respect to the Deed ofassignment entered by the Company for acquiring the property rights of the Land mentionedunder Note no. 3 of the Financial Statement under the head Property Plant and Equipment.Since the case is pending before Mumbai High Court since 2013 the outcome of the mattercannot be known at this point. The management is advised to seek a legal opinion.
(i) 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 appointedMr. Dharmesh Sarvaiya the proprietor of M/s. Sarvaiya & Co. Company Secretaries (ACSNo. 46848; CP No.: 17136) to undertake the Secretarial Audit of the Company for theFinancial Year 2017-18.
The Report of the Secretarial Audit Report is furnished herewith in Annexure B.
An observation is made in the Secretarial Audit Report for the Financial year 2018-19that pursuant to the provisions of Section 203 of the Companies Act 2013 vacation in theoffice of any whole-time Key Managerial Personnel shall be subject to fill-up by the Boardat a meeting of the Board within a period of six months from the date of such vacancy.
In this regard the Board of Directors clarifies that the Company is in search of thesuitable candidate for the post of the Chief Financial Officer of the Company. Upon theavailability of the suitable and appropriate candidate for the said positions theappointment of the Chief Financial Officer shall be made. The Company has made theappointment of Mrs. Amita Raut as Company Secretary and Compliance officer in theirmeeting held on 16th March 2019.
23. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12) 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 andDirectors as on March 31 2019 is furnished herewith in Annexure D. The Company has notemployed any individual whose remuneration falls beyond the purview of the limitsprescribed under the provisions rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.
24. DISCLOSURE ON SEXUAL HARASSMENT
The Company during the year under the review has not received any complaints pertainingto sexual harassment at the work place.
25. CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated under the Listing Regulations 2015. A separate section onCorporate Governance under the Listing Regulations 2015 along with a certificate from theauditors confirming the compliance is annexed and forms part of this Annual Report.
26. BUSINESS RESPONSIBILITY REPORT
Pursuant to regulation 34 of the Listing Regulations 2015 Business ResponsibilityReport is not applicable to the Company.
27. CONSOLIDATED FINANCIAL STATEMENTS
Since the Company does not have any Subsidiary company or Associate company theprovisions regarding consolidated financial statements do not apply.
28. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under section 134(3)(m) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 are as below:
Energy Conservation: During the period under review there has beenoptimal Energy Conservation.
Technology Absorption: During the period under review there was noTechnology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or out flow.
29. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is furnishedherewith in Annexure A.
30. BOARD COMMITTEES
The Company has three Committees of Board viz. (i) Audit Committee (ii) Stakeholders'Relationship Committee and (iii) Nomination and Remuneration Committee.
Details of all the Committees along with their composition terms of reference andmeetings held during the year are provided in report on Corporate Governance forming partof this Annual Report.
31. 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 highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to create value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. memberscustomers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
33. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic market conditions affectingcost as well as the selling prices of the services changes in government regulations taxlaws economic developments within the country and other factors such as litigation andindustrial relations.
|Registered Office: ||For and on behalf of Board of Directors || |
|702 Corporate Centre || || |
|Opp. Hotel VITS Andheri - Kurla || || |
|Road Andheri (East) || || |
|Mumbai 400 059 || || |
| ||Sd/- ||Sd/- |
| ||Ratish Tagde ||ArunKumar Verma |
|Place: Mumbai ||Chairman ||Whole Time Director |
|Date: May 25 2019 ||DIN: 00024465 ||DIN: 02546086 |