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Sri Krishna Constructions (India) Ltd.

BSE: 539363 Sector: Infrastructure
NSE: N.A. ISIN Code: INE094T01015
BSE 00:00 | 13 Jun Sri Krishna Constructions (India) Ltd
NSE 05:30 | 01 Jan Sri Krishna Constructions (India) Ltd
OPEN 5.46
PREVIOUS CLOSE 5.20
VOLUME 166
52-Week high 7.60
52-Week low 4.55
P/E 14.44
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.46
CLOSE 5.20
VOLUME 166
52-Week high 7.60
52-Week low 4.55
P/E 14.44
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sri Krishna Constructions (India) Ltd. (SRIKRISHNACON) - Director Report

Company director report

To

The Members.

We are pleased to present the FIFTEENTH ANNUAL REPORT and audited accounts of thecompany for the financial year ended on March 312020.

1. FINANCIAL HIGHLIGHTS

(Figures in Rs.)
Particulars For the year ended For the year ended
31-03-2020 31-03-2019
Total revenue 55249324 126033230
Total expenses 47242473 120510150
Profit before exceptional Item Sc Tax 8006851 5523080
Los^profit on sale of Fixed Asset - 6253325
Profit before tax 8006851 11776405
Total Tax Expenses 594453 3503415
Profit after Tax (PAT) 7412398 8272990
EPS 0.71 0.79

2. NATURE OF BUSINESS

The Company is engaged in the business of Real Estate Development. The Company developsresidential projects. There was no change in the nature of the business of the Companyduring the year under review.

3. PERFORMANCE

Your Company has earned profits of Rs. 7412398.00 for the year under review. At theoutset the Management would like to convey gratitude to the Shareholders for having trustand confidence in the Company and being continuously supporting the Company.

4. FINANCIAL PERFORMANCE

During Ihc year under review the Company earned a profit before tax of Rs. 8006851compared to Rs. 11776405 in the corresponding previous year representing decreaseof 32%(approximately). The Company earned a profit after tax of Rs. 7412398 as compared to Rs.8^72990 in the corresponding previous year representing a decrease of 10.40%(approximately).

5. TRANSFER TO RESERVES

It is not proposed to transfer any amount out of the current profits to GeneralReserve.

6. DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend in the last year.

7. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business during the year under review asprescribed in # Rule 8(ii) of the Companies (Accounts) Rules 2014.

8. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There was no material changes and commitments between the end of the Financial Year andthe Date of the Report which affect the financial position of the Company.

9. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant events subsequent to the date of financial statements apartfrom the matters mentioned above points.

10. LISTING OF SHARES IN BSE LIMITED UNDER MAIN BOARD

Under review your company got migrated & admitted to dealings on the MainboardPlatform in the list of 'B' Group May 292018.

11. DIRECTORS AND KEY MANAGERIAL j^ONNEL

Pursuant to the provisions of Sections 149150152 Schedule IV of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 and Mr.Ravi Singhania Mr. Sudhakar Shetty are Independent Directors of the Company during theyear under review.

Mr. Sunil Surana Devichand is Non- Executive Director of the company.

Mr. Kaiiash Dhirendra Dubai is the Executive Director and Managing Director of thecompany. Mrs. Bhavika Kaiiash Dubai is the Executive Director of the company.

12. AUDITORS REPORT

The Auditor's report does not contain any qualification. The observations made by theAuditors in their Report referring to the Notes forming part of the Accounts areself-explanatory and therefore do not require any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

13. AUDITORS

At the 12th Annual General Meeting of the Company held on 29th September 2017 Mr.Bharat Kumar A Bohra Chartered Accountants were appointed as the Statutory Auditors ofthe Company for 5 years to act as Statutory Auditors of the Company for the Financial year2017-18 to 2021-22 and ratification of their appointment is not required as per theamended provisions of the Companies Act 2013.

14. INTERNAL AUDITORS

The Board has appointed Mr. Berulal Suthar Chartered Accountant as the InternalAuditor of the company for the financial year 2020-21.

15. DISCLOSURES UNDER SECTION 134(3) fl) OF THE COMPANIES ACT. 2013

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.

16. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business and that the provisionsof Section 188 of the Companies Act 2013 are not attracted. Thus disclosure in formAOC-2- Annexure -7. Further there are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.

None of the Directors has any pecuniar)' relationships or transactions vis-a-vis theCompany.

18. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.

20. MEETINGS OF TIIE BOARD

Hie Board of Directors met 7 times during the financial year ended March 312020 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.

The details of the Board of Directors meetings are as follows: -

28.05.201911.082019 01.09.2019 29.09.201914.11.201908.02.2020 and 25.022020

21. AUDIT COMMITTEE

The Audit Committee comprises Mr. Ravi Singhania as Chairman Mr. Sunil DSuranaAbhishek Swaraj and Lalit Jain as members. All the recommendations made by the AuditCommittee were accepted by the Board.

S. No Name Designation
1 Lalit Jain Member Non-Executive - Non-Independent Director
2 Sunil D Surana Member Non-Executive -IndependentDirector
3 Ravi Singhania Chairperson Non-Executive -Independent Director
4 Bhavika Kailash Dubai Member Executive - Independent Director

The Members of Audit Committee met 4 times of the financial year ended 31/03/2020 timesduring the financial year ended 31.03.2019 In accordance with the need of their meetingi.e 28.05.201911.08201914.11.201908.012020

22. NOMINATION AND REMUNERATION COMMITTEE

S. No Name Designation
1 Lalit Jain Member Non-Executive - Non -Independent Director
2 Sunil D Surana Member Non-Executive - Independent Director
3 Ravi Singhania Chairperson Non-Executive - Independent Director
4 Mrs. Bhavika Kailash Dubai Member Executive Non-Independent Director

The Members of N&R Committee met one time on 31/03/2020 during the financial yearended 31.03.2020 in accordance of their needs of meeting i.e. 08/02/2020.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

S. No Name Designation
1 Lalit Jain Member Non-Executive - Independent Director
2 Sunil D Surarva Member Non-Executive-Nan4ndepcndentDirector
3 Ravi Singhania Chairperson Non-Executive - Independent Director
4 Shesh Jayaram Mokhashi Member Non-Executivc - Independent Director

The Members of Stakeholder's Relationship Committee met 2 times during the financialyear ended 31.03.2020 in accordance of their needs of meeting i.c. 11/08/2019 and08/02/2020.

Additionally during the financial year ended March 312020 the Independent Directorsheld a separate meeting in compliance with the requirements of Schedule IV of theCompanies Act 2013.

24. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31. 2020 the Board ofDirectors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as on March 312020 and of theprofits of the Company for the year ended on that date;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting familiarization program for IndependentDirectors of the Company. At the time of appointment a formal letter of appointment isgiven to Independent Directors which inler-alla explains ilte role functions duties andresponsibilities expected from them as a Director of the Company. The Company conductsstructure orientation programs for the Independent Directors to understand and get updateson the business and operations of the Company on a continuous basis. Such programs providean opportunity to the Independent Directors to interact with Senior Leadership team of theCompany and help them to understand the Company's strategy models operations servicesproduct-offerings finance human resources and such other areas as may arise from time totime.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the Board of Directors of theCompany has framed the ‘"Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company. The Whistle Blower Policy is disclosed on thewebsite of the Company at www-sfed!-corn;

27. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and other applicable provisionand law a structured questionnaire was prepared after taking into consideration inputsreceived from the Directors covering various aspects of the Board's functioningcomposition of the Board and its committees culture execution and performance ofspecific duties obligations and governance. 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. TheDirectors expressed their satisfaction with the evaluation process

28. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended March 312020 made under the provisions ofSection 92(3) is attached as Annexure -1 which forms part of this Report.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

During the year there was no employee in receipt of remuneration as prescribed in theRule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016.The prescribed particulars of Employees as required under Section197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) amendments Rules 2016 is attached as Annexure - 2 and forms part ofthis Report.

30. REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this Policy are attached as Annexurc-3to this report.

31. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's equity shares are listed at BSE Limited. The Annual listing fee for theyear 2020*21 had been paid.

32. SECRETARIAL AUDIT

As required under the provisions of Section 204 of the Companies Act 2013 the reportin respect of the Secretarial Audit carried out by Mr. T P Krishna Mohan PractisingCompany Secretary in Form MR-3 for the FY 2019-20 is attached as Annexurc - 4 to thisreport. The said report does not contain any adverse observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.

33. CORPORATE GOVERNANCE

As required under the Companies Act 2013 your Company has taken adequate steps toadhere to all the stipulations laid down Regulation 34 read with Schedule V of the SEB1(Listing Obligations and Disclosure Requirements) Regulation 2015. A report on CorporateGovernance is included as a part of this Annual Report as (Anncxure -V).

Certificate from a Practicing Company Secretary confirming the compliance with theconditions of Corporate Governance as stipulated under Regulation 33 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2C15 obtained is attached to thisreport.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in theAnnual Report as an Annexurc -6

35. HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levelsand in all divisions of the Company. There was a total understanding of the managementobjectives by the employees. The Company has consistently tried to improve its HR policiesand processes so as to acquire nurture & retain the best of the available talent inthe Industry.

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the Company's business activities the Directors have nothing to reportunder Section 134p)(m) of the Companies Act 2013 read with RuJe 8(3) of the Companies(Accounts Rules 2014) with reference to Conservation of Energy & TechnologyAbsorption.

37. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to deposits covered u nder Chapter V of the Act

• Disclosure relating to equity shares with differential rights

• Disclosure relating to sweat equity shares

• Disclosure relating to employee stock option scheme

• Disclosure in respect of voting rights not directly exercised by the employees

• Disclosure of significant or material orders passed by the Regulators or Courtsor Tribunals which impact the going concern status and Company's operations in future.

Disclosure under Section 134(3) (o) of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 since the Company is not coveredunder Section 135 01 Companies Acl2013.

38. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Rcdrcssal)Act 2013 (the 'said Act') has been made effective w.e.f. December 9 2013. It is an Actto provide protection againsts exualharassment ofwomenatworkplnceandforthcpreventionandRedressalofcomplaint s of sexual harassment and for matters connected therewith orincidental thereto.

During the year under review no complaints were filed with the Company under theprovisions of the said Act.

39. ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government State Government RBI.SEBL and The BSE Limited (BSE) for their co-opcration in various spheres of Company'sfunctions. The Board of Directors expresses its gratitude for the co-operation extended bythe Financial Institutions/Tcrm Lenders and Company's Bankers for their valuable supportThe Directors thank all the shareholders of the Company its customers and investors fortheir valuable support during the year and look forward to their continued support in theyears to come. The Company has also gained considerably from the sincere and devotedservices rendered by its employees at all levels. The Board of Directors wishes to placeon record its sincere appreciation of the employee's efforts in enhancing the image of thecompany in the market.

On Behalf of the Board
Mr. Kailash Dhircndra Dubai Mrs. Bhavika Kailash Dubai
Chairman and Managing Director Director
DIN -01771805 DIN-07169234
Place - Bangalore A
Date - 27th February 2021

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