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Shri Krishna Devcon Ltd.

BSE: 531080 Sector: Infrastructure
NSE: N.A. ISIN Code: INE997I01012
BSE 00:00 | 12 Aug 23.50 0.20
(0.86%)
OPEN

22.60

HIGH

23.80

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22.60

NSE 05:30 | 01 Jan Shri Krishna Devcon Ltd
OPEN 22.60
PREVIOUS CLOSE 23.30
VOLUME 429
52-Week high 40.55
52-Week low 12.57
P/E 23.74
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.60
CLOSE 23.30
VOLUME 429
52-Week high 40.55
52-Week low 12.57
P/E 23.74
Mkt Cap.(Rs cr) 66
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shri Krishna Devcon Ltd. (SHRIKRISHNA) - Director Report

Company director report

Dear Shareholders

Your directors have pleasure in presenting the Twenty Seventh Annual Report along withthe Audited Accounts and Financial Statements (including consolidated financialstatements) for the year ended on 31st March 2021.

Financial Results (Standalone & Consolidated):

(Rs. In Lakhs)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Total Revenue 2053.03 1741.36 2053.03 1741.36
Total Expenses 1565.63 1573.56 1565.63 1573.56
Profit before exceptional items & tax 487.40 167.79 487.40 167.79
Exceptional items 0.00 0.00 0.00 0.00
Profit before Tax 487.40 167.79 487.40 167.79
Tax Expenses 133.41 47.95 133.41 47.95
Other comprehensive income (net of tax) 0.00 0.00 0.00 0.00
Total comprehensive income for the year 353.98 119.84 353.98 119.84

Operational Performance:

During the financial year 2020-21 total revenue on standalone as well as onconsolidated basis increased to ^2053.03 Lakhs as against ?1741.36 in the previous year -a rise of 17.92% recorded; Profit before Tax for the current year is ?487.40 Lakhs asagainst ?167.79 Lakhs in the previous year - a rise of 190% recorded and the totalcomprehensive income stood at ?353.98 Lakhs as against ?119.84 Lakhs for the previous year- a rise of 195% recorded.

Segment Performance:

At present Company is engaged in the business of real estate development and there isno separate reportable segment.

Changes in the nature of business if any:

There were no Changes as such in the Company for the year under review.

Reserves:

During the year under review no amount was transferred to General Reserve.

Dividend:

Considering the prevailing economic conditions and the requirement of cash the Board ofDirectors does not recommended any dividend for the financial year ended 31stMarch 2021.

Subsidiary Associate and Joint Venture Companies:

Subsidiary-

(i) M/s Shri Krishna Buildcon (Partnership Firm) Associate- Partnership Firms

(i) M/s Avani Buildcon

(ii) M/s Krishna Developers

(iii) M/s Maa Shipra Enterprises

(iv) M/s Rose Builtech

Highlights of performance of Subsidiary Associate and Joint Venture Companies andtheir contribution to overall performance of the company:

Kindly refer Form AOC-1 which is enclosed as Annexure-I and forms part of thisreport.

Share Capital & Listing:

The paid-up equity capital as on March 31 2021 was ?280000000/-. As on date all the28000000 Equity Shares of the Company are listed on the BSE Limited.

The Listing fees have been paid to the BSE Limited for the year 2021-22.

Web-link for annual return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the AnnualReturn is available on the website of the Company athttp://shrikrishnadevconlimited.com/annual-report/.

Revision in Financial Statements:

In terms of section 131 of the Companies Act 2013 the Financial Statements andBoard's Report are in compliance with the provisions of section 129 or section 134 of theact and that no revision has been made during any of the three preceding Financial Years.

Deposits:

The Company has neither accepted nor invited any deposit from the public and hencedirectives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance ofdeposits by Companies) of the Companies Act 2013 and rules framed there under are notapplicable for the year. However company is having unsecured loan of ^310.44 Lakhs as on31st March 2021 from Directors of the company for which proper declaration hasbeen furnished by them as required under Rule 2 (viii) of the Companies (Acceptance ofDeposits) Rules 2014 during the period under review.

Material changes and commitments:

There were no Material changes affecting the financial position of the Company whichhave occurred between the end of the financial year of the Company to which the financialstatements relate and the date of the report.

COVID-19:

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity and the focuswas immediately shifted to ensuring the health and well-being of all employees. While theadverse effects of the pandemic is already being felt across the world varying opinionsare emerging with regards to Covid-19's impact on real estate and your company is noexception to it however the Company is focusing to finish the ongoing projects.

Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders have been passed by any Regulator or Court orTribunal which can have an impact on the going concern status and the Company's operationsin future.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the same period;

c) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate andwere operating effectively and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation Mrs. Prakshali Jain Non-Executive Director retire by rotation at this AnnualGeneral Meeting and being eligible offers herself for re- appointment. Further themembers at their meeting held on 24.09.2019 confirmed re-appointment of Mr. Shailesh KumarJain as an Independent Director for the second term of 5 years up to 01.02.2025 and Mr.Sunil Kumar Jain as the Managing Director for 3 years w.e.f. 01.11.2020. In compliancewith the provisions of the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 brief resume expertise and other details of Directorproposed to be appointed/re-appointed are attached along with the Notice to the ensuingAnnual General Meeting.

Disclosure of Declaration for Disqualifications by Directors:

As per the declaration received in Form 'DIR-8' pursuant to section 164(2) of theCompanies Act 2013 and Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules 2014; none of the Directors of the Company is disqualified from beingappointed as Directors.

Appointment/Re-Appointment of Independent Directors:

The members at their meeting held on 24.09.2020 confirmed re-appointment of Mr.Shailesh Kumar Jain as an Independent Director for the second term of 5 years up to01.02.2025.

Disclosure of Declaration for Independence by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence under sub- section (6) of section149 of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

Familiarization Program for Independent Directors:

The Independent Directors are provided with necessary documents/ brochures reports andinternal policies Quarterly updates on relevant statutory regulatory changes visits tothe site of the company are organised for the Independent Directors. Detailed informationon the Company's business is made at the meetings of the Independent Directors from timeto time. The details of such programs for Independent Directors are posted on the websiteof the company and can be accessed at http://shrikrishnadevconlimited.com/wp-content/uploads/2015/12/Details-of-Familiarization-Programme-for-Independent-Directors-SKDL-2020- 21.pdf

Separate Meeting of Independent Directors:

As mandated by Clause VII of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was held on 13.02.2021. The Independent Directors in the saidmeeting has reviewed the performance of Non-Independent directors and Board as a wholeincluding the performance of the Chairperson of the company after accounting the views ofexecutive directors and non-executive directors and also assessed the quality quantityand timeliness of flow of information between the management of the listed entity and theboard of directors that is necessary for the board of directors to effectively andreasonably perform their duties.

Report on Corporate Governance:

As stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 a separate report on Corporate Governance forms part of this report. A certificatefrom the Auditors confirming compliance with the conditions of Corporate Governance isenclosed as Annexure-II and forms part of this report.

Performance Evaluation & Nomination and Remuneration Policy:

Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies(Accounts) Rules 2014 and clause 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an evaluation of its ownperformance the directors individually as well as the evaluation of its Committees as perthe criteria laid down in the Nomination Remuneration and Evaluation policy. The saidpolicy including above said criteria and other matters provided in Section 178(3) of theAct is provided in the Corporate Governance Report forming part of this Report also thepolicy is available on the Company's website i.e.

http://shrikrishnadevconlimited.com/code-of- conduct/.

Policies:

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 has mandated theformulation of certain policies for all listed companies. All our corporate governancepolices are available on our website (http://shrikrishnadevconlimited.com/code-of-conduct/). The policies are reviewed periodically by the board and updated on need and newcompliance requirement.

Audit Committee:

The constitution of the audit committee is provided in the Corporate Governance Reportforming part of this Report. Further the Board has considered all recommendations of theAudit Committee during the year under review and hence do not call for any disclosureunder Section 177(8) of the Companies Act 2013.

Nomination and Remuneration Committee and Stakeholders Relationship Committee:

The details pertaining to the composition of the above committees are provided in theCorporate Governance Report forming part of this Report.

Auditors:

Statutory Auditors-

M/s. MAK & Associates Chartered Accountants were appointed as the StatutoryAuditors of the Company in the 23rd AGM held on 20th September2017 for a term of five consecutive years. The observation made in the Auditors' Reportread together with relevant notes thereon are self-explanatory and hence do not call forany further comments under Section 134 of the Companies Act 2013. Further no fraud hasbeen reported by the auditors under sub section (12) of section 143 of the Companies act2013.

Secretarial Auditor-

The Secretarial Audit Report in accordance with the provisions of Section 204 of theCompanies Act 2013 is enclosed as Annexure-III and forms part of this report. TheBoard's comments for the observation: The one (1) delay in filing of Reconciliation ofShare Capital Audit as per Regulation 76 of SEBI (Depositories and Participants)Regulations 2018 was unintentional and due to inadvertence and the Board hereby assure tohave more stringent check on such events in future.

Cost Records:

Maintenance of cost records has not been specified by the Central Government in termsof provisions of section 148 of the Companies Act 2013.

Particulars of Loans Guarantees or Investments u/s 186:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments held by company aregiven in the notes to the financial statements.

Particulars of Contracts or Arrangements with Related Parties u/s 188:

During the year the Company did not enter into any contract/arrangement/transactionwith a related party which can be considered as material. The related party transactionsundertaken during the financial year 2020- 21 are on arm's length basis and detailed inthe Notes to Accounts of the Financial Statements. The Board of Directors of the Companyhas on the recommendation of the Audit Committee adopted a policy to regulatetransactions between the Company and its Related Parties in compliance with theapplicable provisions of the Companies Act 2013 the Rules there under and the ListingRegulations. This Policy was considered and approved by the Board has been uploaded on thewebsite of the Company at http://www.shrikrishnadevconlimited.com/ under InvestorsRelation/Code of Conduct/Related Party Policy link.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company the Board of Directors has nothing toreport on conservation of Energy and Technology absorption Information required undersection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014.

(a) Conservation of energy

1. The steps taken or impact on conservation of energy - N.A.

2. The steps taken by the Company for utilizing alternate sources of energy - N.A.

3. The capital investment on energy conservation equipment's - N.A.

(b) Technology absorption

1. The efforts made towards technology absorption - N.A.

2. The benefits derived like product improvement cost reduction product developmentor import substitution - N.A.

3. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a. The details of technology imported - N.A.

b. The year of import; - N.A.

c. Whether the technology been fully absorbed - N.A.

d. If not fully absorbed areas where absorption has not taken place and reasonsthereof - N.A.

4. The expenditure incurred on Research and Development - N.A.

(c) During the year under review the Company did not have earning and outgo of anyforeign currency.

Business Risk Management:

The Company has been addressing various risks impacting the Company and the Board ofDirectors of the Company state that risk associated in the ordinary course of business isduly taken care by the board while taking business decisions. However the constitution ofRisk Management Committee is not applicable to the company but company has framed thepolicy for Risk Management and uploaded the same on website of the company athttp://www.shrikrishnadevconlimited.com.

Corporate Social Responsibility (CSR):

The provisions of section 135 and Schedule VII of the Companies Act 2013 in respect toCSR is not applicable on your Company.

Internal Control Systems and their Adequacy:

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which forms part of this report.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 andListing Regulations a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at http://www.shrikrishnadevconlimited.com/ under Investors Relation/Codeof Conduct/Vigil Mechanism Policy link.

Commission Received by Directors from Holding and Subsidiary:

During the year under review neither the Managing Director nor Whole-time Director isin receipt of commission from the company and also has not received any remuneration orcommission from any holding or subsidiary company of company u/s 197(14).

Managerial Remuneration:

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 andDirectors is furnished hereunder:

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year and;

Name of Director Ratio to median Remuneration
Sunil Kumar Jain (Managing Director) 32.72

Other than above none of the directors were paid any remuneration during the year.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Sr. Name Percentage Increase
1 Mr. Sunil Kumar Jain (MD) -
2 Mr. Vikas Kumar Jain (CFO) -
3 Mr. Neeraj Anjane (CS) -

Other than above none of the directors/kmp's were paid any remuneration during theyear.

The company is having net profit during the current financial year i.e. 2020-21. Theremuneration of the KMP's is duly reviewed on annual basis keeping in mind the tenure thepast performance and current performance.

3. The percentage increase in the median remuneration of employees in the financialyear was (6.93%);

4. The number of permanent employees on the rolls of company as on 31.03.2021 was 9;

5. Average Percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel for the FY 2019-20 Rs. 4123683
Remuneration paid to employees excluding managerial personnel for the FY 2020-21 Rs. 2272546
% Change in remuneration paid to employees excluding managerial personnel (55.00)
Remuneration paid to managerial personnel for the FY 2019-20 Rs. 7944000
Remuneration paid to managerial personnel for the FY 2020-21 Rs.7882000
% Change in remuneration paid to managerial personnel (0.78)

The change in % was due to turnover of employees of the Company. Further there are noexceptional circumstances for increase in the managerial remuneration.

6. During the year no variable component of remuneration availed by Directors of theCompany;

7. It is hereby affirmed that the remuneration paid by the Company to its DirectorsKMP's and Employees during the year under review is as per the Nomination &Remuneration Policy of the company.

8. None of the employee has received remuneration of ? Eight Lakhs and Fifty Thousandper month or ? One Crores Two Lakhs per year or at a rate which in the aggregate is inexcess of that drawn by the managing director or whole-time director or manager and holdsby himself or along with his spouse and dependent children not less than two percent ofthe equity shares of the company.

9. Statement showing name of top ten employees in terms of remuneration drawn (as persub rule 3 of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time: -

Particulars Sunil Kumar Jain Sudeep Jain Vikas Jain Neeraj Anjane RajvardhanSingh
Designation employee of the Managing Director Head Operations Chief Financial Officer Company Secretary Accounts Assistant
Remuneration (amount in Rs.) received 7200000 1375000 352000 330000 223302
Nature of employment whether contractual or otherwise otherwise otherwise otherwise otherwise otherwise
Qualifications and experience of the employee B. Com
M.Com & 25 Years of experience Diploma in International Marketing & Import & Export Management & 17 Years of experience M.Com CA (Inter) & 15 Years of experience B. Com CS & 4 Years of experience B. Com & 5 Years of experience
Date of commencement of employment 09/08/2007 01/10/2013 01/01/2013 01/04/2017 01/05/2014
The age of such employee 52 Years 47 Years 42 Years 29 Years 29 Years
The last employment held by such employee before joining the company - - - Dhanuka Soya Pvt. Ltd. -
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) of Rule 5 6.86 Nil 0.018 Nil Nil
Whether any such employee is a relative of any director or manager Brother of Mr. Mukesh K Jain and Mr. Naveen K Jain and Father of Mrs. Prakshali Jain No No No No
Particulars Manoj Piple RakshaYadav PriyanshiJain SantoshSitaram Prita Bishwas*
Designation of the Marketing Sales Accounts Office Marketing
employee Assistant Assistant Assistant Assistant Manager
Remuneration received (amount in 220000 162572 153066 91306 25000
Nature of employment whether contractual or otherwise otherwise otherwise otherwise otherwise otherwise
Qualifications and experience of the employee B. Com & 15 Years of experience M.Sc. & PhD (Pursuing) & 5 Years of experience B.com & 2 Years of experience 11th & 7 Years of experience B. Com & 12 Years of experience
Date of commencement of employment 01/12/2016 01/01/2020 01/10/2019 05/05/2017 31/10/2011
The age of such employee 41 Years 28 Years 21 Years 29 Years 47 Years
The last employment held by such employee before joining the company Victory Terminal Financial Service Jai Gruh Udyog
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) of Rule 5 Nil Nil Nil Nil Nil
Whether any such employee is a relative of any director or manager No No No No No

*Discontinued services

Equity Shares with Differential Voting Rights:

The company has not issued any shares with differential voting rights and accordinglythe provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital andDebentures) Rules 2014 of the Companies Act 2013 and rules framed there under are notapplicable for the year.

Details of Sweat Equity Shares:

The company has not issued any sweat equity shares and accordingly the provisions ofSection 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules2014 of the Companies Act 2013 and rules framed there under are not applicable for theyear.

Disclosure on Confirmation with Secretarial Standards:

The Directors confirm that the Secretarial Standards issued by the Institute of CompanySecretaries of India to be complied pursuant to the Companies Act 2013 and rules madethere under have been duly complied with.

Details of Employees Stock Option Scheme:

The company has not granted stock options and accordingly the provisions of Section62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014of the Companies Act 2013 and rules framed there under are not applicable for the year.

Disclosure of Voting Rights Not Exercised:

The company has not made any provision of money for the purchase of or subscriptionfor shares in the company or its holding company if the purchase of or the subscriptionfor the shares by trustees is for the shares to be held by or for the benefit of theemployees of the company and accordingly the provisions of Chapter IV (Share Capital andDebentures) of the Companies Act 2013 and rules framed there under are not applicable forthe year.

Depository:

Equity shares of the Company are traded in Demat form as well as in physical form. Fordematerialization of shares the Company has connectivity with the National SecuritiesDepository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). AnnualCustody/Issuer fee for the year 2020-21 has been paid by the Company to NSDL and CDSL.

Management Discussion and Analysis:

The Management Discussion and Analysis report has been separately furnished in theAnnual Report and forms a part of the Annual Report.

Cash Flow Statement:

In conformity with the provisions of the Companies Act 2013 and Regulation 34(2) ofthe SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 with the StockExchanges the cash flow statement for the year ended 31st March 2021 is annexed hereto.

Number of Meetings of the Board and its Committees:

The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2020-21 are provided in the Corporate Governance Report formingpart of this Report.

Obligation of Company under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

In order to prevent sexual harassment of women at work place under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 thecompany has set up Internal Complaints Committee(s) to look into complaints relating tosexual harassment at work place of any women employee. Company has adopted a policy forprevention of Sexual Harassment of Women at workplace and has set up Committee forimplementation of said policy. During the year under review the Company has neitherreceived any complaint of harassment nor any complaints pending there under.

Code of Practices and Procedure for Fair Disclosure of Unpublished Price SensitiveInformation under SEBI (Prohibition of Insider Trading) Regulations 2015:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 the Board of Directors has formulated and adopted the"Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation" (Code of Fair Disclosure) of the Company.

Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge withgratitude the support and co-operation extended by the Bankers Shareholders customerssuppliers contractors and other associates for their continued support to the Company.The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. We look forward to their continued support in the future.

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