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Sri Krishna Constructions (India) Ltd.

BSE: 539363 Sector: Infrastructure
NSE: N.A. ISIN Code: INE094T01015
BSE 00:00 | 03 Apr 8.97 0
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NSE 05:30 | 01 Jan Sri Krishna Constructions (India) Ltd
OPEN 8.97
PREVIOUS CLOSE 8.97
VOLUME 3
52-Week high 28.65
52-Week low 6.17
P/E 23.00
Mkt Cap.(Rs cr) 9
Buy Price 11.40
Buy Qty 6.00
Sell Price 8.97
Sell Qty 997.00
OPEN 8.97
CLOSE 8.97
VOLUME 3
52-Week high 28.65
52-Week low 6.17
P/E 23.00
Mkt Cap.(Rs cr) 9
Buy Price 11.40
Buy Qty 6.00
Sell Price 8.97
Sell Qty 997.00

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

Company director report

To

The Members

We are pleased to present the FOURTEENTH ANNUAL REPORT and audited accounts ofthe company for the financial year ended on March 31 2019.

1. FINANCIAL HIGHLIGHTS

(Figures in Rs.)

Particulars For the year ended 31.03.2019 For the year ended 31.03.2018
Total revenue 126033230 155267388
Total expenses 120510150 108850339
Profit before exceptional Item & 5523080 46417049
Loss/profit on sale of Fixed Asset 6253325 22500
Profit before tax 11776405 46439549
Total Tax Expenses 3503415 9481969
Profit after Tax (PAT) 8272990 36957580
EPS 0.79 3.53

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.82.73Lakhs 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 the year under review the Company earned a profit before tax of Rs. 55.23 Lakhsas compared to Rs. 4.64 Crores in the corresponding previous year representing decrease of88.10% (approximately).The Company earned a profit after tax of Rs.82.73 Lakhs as comparedto Rs. 3.69 Crores in the corresponding previous year representing a decrease of 77.61%(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 asprescribedin Rule 8(ii) of the Companies (Accounts) Rules 2014.

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

There wasno 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.APPLIED FOR LISTING OF SHARE IN BSE LIMITED UNDER MAIN BOARD

During the year under review your company gotmigrated &admitted to dealings on theMainboard Platform in the list of ‘B’ GroupMay 29 2018.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 149 150 152 Schedule IV of the Companies Act2013 read with Companies ( Appointment and Qualification of Directors) Rules 2014 andMr.Lalit Jain Mr. Ravi Singhania and Mr. Abhishek Swarajare Independent Directors of theCompany during the year under review.

Mr. Lokesh Kumar Agarwal was appointed as Company Secretary of the Company w.e.f. 29thSeptember 2017 and had resigned for the office of Company Secretary as on 30thJuly 2018.

Mr. Shesh Jayaram Mokhashi was appointed as an Additional Independent Director of theCompany w.e.f 23-02-2019 and had resigned from the Company as on 03-04-2019.

Ms. Nanditha Nagaraj was appointed as Company Secretary of the Company w.e.f. 04thApril 2019 and had resigned from the office of Company Secretary as on 14th August 2019.

Mr. Sudhakara Rao Setty was appointed as an Additional Independent Director of theCompany w.e.f 30th September 2019 to hold office till the conclusion of the next AnnualGeneral Meeting and subject to the approval of the members in the ensuing General Meetingfor appointment as an Independent Director to hold office for a term upto 5 consecutiveyears from the date of ensuing general meeting.

Mrs. Swati Agarwal was appointed as Company Secretary of the Company w.e.f. 30thSeptember 2019.

12. AUDITORS REPORT

The Auditor’s report does not contain any qualification. The observations made bythe Auditors 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 2019-20.

15. DISCLOSURES UNDER SECTION 134(3) (l) 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 form AOC-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 pecuniary 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 THE BOARD

The Board of Directors met 7 times during the financial year ended March 31 2019 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:-

28.05.2018 11.08.2018 01.09.2018 29.09.2018 14.11.2018 08.02.2019 and 25.02.2019

21. AUDIT COMMITTEE

The Audit Committee comprises Mr. Ravi Singhania as Chairman Mr. Sunil D SuranaAbhishek 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-IndependentDirector
2 SUNIL D SURANA Member Non-Executive-Non IndependentDirector
3 RAVISINGHANIA Chairperson Non-Executive-IndependentDirector
4 Shesh Jayaram Mokhashi Member Non-Executive-IndependentDirector

The Members of Audit Committee were met four times during the financial year ended31.03.2019 In accordance with the need of their meeting i.e. 28.05.2018 11.08.201814.11.2018 08.02.2019

22. NOMINATION AND REMUNERATION COMMITTEE

S. No Name Designation
1 LALIT JAIN Member Non-Executive-IndependentDirector
2 SUNIL D SURANA Member Non-Executive-Non IndependentDirector
3 RAVI SINGHANIA Chairperson Non-Executive-IndependentDirector
4 Shesh Jayaram Mokhashi Member Non-Executive-IndependentDirector

The Members of N&R Committee was met one time during the financial year ended31.03.2019 in accordance of their needs of meeting. i.e. 08.02.2019

23. STAKEHOLDER’S RELATIONSHIP COMMITTEE

S. No Name Designation
1 LALIT JAIN Member Non-Executive-IndependentDirector
2 SUNIL D SURANA Member Non-Executive-Non IndependentDirector
3 RAVI SINGHANIA Chairperson Non-Executive-IndependentDirector
4 Shesh Jayaram Mokhashi Member Non-Executive-IndependentDirector

The Members of Stakeholder’s Relationship Committee was met 2 time during thefinancial year ended 31.03.2019 in accordance of their needs of meeting. i.e. 11.08.2018and 08.02.2019

Additionally during the financial year ended March 31 2019 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 2019 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 31 2019 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 inter-alia explains the role functionsduties and responsibilities expected from them as a Director of the Company. The Companyconducts structure orientation programmes for the Independent Directors to understand andget updates on the business and operations of the Company on a continuous basis. Suchprogrammes provide an opportunity to the Independent Directors to interact with SeniorLeadership team of the Company and help them to understand the Company’s strategymodels operations services product-offerings finance human resources and such otherareas as may arise from time to time.

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.skcil.com

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 31 2019 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 andforms part of this 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 Annexure-3to this report.

31. STATEMENT PURSUANT TO LISTING AGREEMENT

The Company’s equity shares are listed at BSE Limited. The Annual listing fee forthe year 2019-20 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. MD Saddam Hussain PractisingCompany Secretary in Form MR-3 for the FY 2018-19 is attached as Annexure – 4 tothis report. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A report on CorporateGovernance is included as a part of this Annual Report as (Annexure –V).

Certificate from a Practising Company Secretary confirming the compliance with theconditions of Corporate Governance as stipulated under Regulation 33 of SEBI ( ListingObligations and Disclosure Requirements) Regulations 2015 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 a Annexure -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 134(3)(m) of the Companies Act 2013 read with Rule 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 under 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 infuture.

• ?Disclosure under Section 134(3) (o) of the Companies Act 2013 and theCompanies (Corporate Social Responsibility Policy) Rules 2014 since the Company is notcovered under Section 135 of the Companies Act2013.

38. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Sexual Harassment of Women at Workplace ( Prevention Prohibition and Redressal)Act 2013

(the ‘said Act’) has been made effective w.e.f. December 9 2013. It is anAct to provide protectionagainstsexualharassmentofwomenatworkplaceandforthepreventionandRedressalofcomplaints ofsexual harassment and for matters connected therewith or incidental 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 RBISEBI and The BSE Limited (BSE) for their co-operation in various spheres ofCompany’s functions. The Board of Directors expresses its gratitude for theco-operation extended by the Financial Institutions/Term Lenders and Company’sBankers for their valuable support. The Directors thank all the shareholders of theCompany its customers and investors for their valuable support during the year and lookforward to their continued support in the years to come. The Company has also gainedconsiderably from the sincere and devoted services rendered by its employees at alllevels. The Board of Directors wishes to place on record its sincere appreciation of theemployee’s efforts in enhancing the image of the company in the market.

On behalf of the Board
Sd/- Sd/-
Kailash Dhirendra Dubal Jignesh Dhirendra Dubal
Place: Bangalore Chairman and Managing Director CFO & Director
Date: 30.09.2019 DIN - 01771805 DIN:- 02210175