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Directors Report of Krishna Ventures Ltd.

Mar 31, 2015

TO THE MEMBERS OF KRISHNA VENTURES LIMITED

The Directors take pleasure in presenting the Thirty Third Annual Report together with the audited financial statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(In Lakhs)

2014-15 2013-14

Total Income 251.75 104.69

Gross Profit 117.83 62.83

Depreciation NIL NIL

Interest NIL NIL

Provision for Tax 37.75 12.60

Net Profit 80.08 50.23

Proposed Dividend NIL NIL

Balance b/f 123.36 73.47

Profit c/f to Balance Sheet 195.61 123.36



2. DIVIDEND:

(i) No Dividend was declared for the current financial year due to conservation of Profits.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

3. SHARE CAPITAL:

During the year, there were no changes in the capital structure of the company. The paid up Equity Share Capital as on 31st March, 2015 was 10.8 Crore. As on 31st March, 2015, Directors of the Company hold shares of the Company the details whereof are given in the Extract of Annual Return (Form No. MGT-9) in "Annexure II" to the Director's Report.

a) Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

b) Sweat Equity: The Company has not issued any Sweat Equity Shares 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 Option Scheme to the employees.

4. FINANCE

Cash and cash equivalent as at 31st March, 2015 is 4.34 Lakh. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5. DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements forming part of this Annual Report.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the total income of the Company increase to Rs. 251.75 Lakh as compared to the financial year ended 2014 which was Rs. 104.69 Lakh. Thus, during the financial year 2014-15, the total income of the Company increased by 140.47%.

Increase in total income leads to increase in the Gross Profit of the Company to Rs. 117.84 Lakh in the financial year 2014-15 whereas the Gross profit for the financial year 2013-14 was Rs. 62.83 Lakh. Thus, the Gross Profit of the Company increased by 87.55% during the financial year 2014-15.

Net Profit of the Company in the financial year 2014-15 increased to 80.08 Lakh as compare to the financial year 2013-14 in which the Net Profit was Rs. 50.23 Lakh. Thus, the Net Profit increased by 59.43 % during the financial year 2014-15.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, annexed to this Directors' Report, provides a more detailed review of the operating performance.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. MATERIAL CHANGES/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

11. BUSINESS RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and non business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Strong Internal Control Culture is pervasive in the Company in commensuration with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the organization. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board

The Company has appointed M/s. G.S. Doot & Co., Chatered Accountant as Internal Auditor of the Company pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the policy is posted on the website of the Company.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. APPOINTMENT:

(i) Mr. Vijay Khetan as Chairman & Managing Director:

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr Vijay Khetan as Managing Director of the Company who shall be designated as Chairman & Managing Director, for the period of five years commencing from 31st January 2015 to 30th January, 2020. The Board of Directors recommends his appointment as Chairman and Managing Director of the Company.

The further details about Mr. Vijay Khetan are given in the Corporate Governance Report as well as in the Notice of ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

(ii) Mr. Pramod Kumar Khandelwal as Chief Financial Officer (CFO):

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee and consequent to the approval of the Audit Committee, appointed Mr. Pramod Kumar Khandelwal as Chief Financial Officer (CFO) with effect from 5th March, 2015.

Mr. Khandelwal has 36 years of rich experience in the Banking Sector. He was associated with Union Bank of India as Deputy General Manager and was instrumental in overall performance of Union Bank Branches across the country. The Board is in onion that the appointment of Mr. Khandelwal as Chief Financial Officer (CFO) of the Company shall be beneficial in terms of achieving optimal financing structure and to achieve long term strategic and business objective.

The further details about the Mr. Khandelwal are given in the Extract of Annual Return (Form MGT – 9) as per "Annexure II"

(iii) Ms. Krishna Parekh as Company Secretary and Compliance Officer

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed Ms. Krishna Parekh who possesses the require qualification as the Company Secretary and who shall also act as Compliance Officer of the Company as per the provisions of the Listing Agreement, with effect from 05th March, 2015.

The further details about Ms. Krishna Parekh are given in the Extract of Annual Return (Form MGT – 9) as per "Annexure II"

2. DECLARATION BY INDEPENDENT DIRECTORS:

Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013; stating that they meet the criteria of the Independence as provided in sub section (6). The profile of the Independent Directors forms the part of the Corporate Governance Report.

3. RETIRE BY ROTATION:

In accordance with the applicable provisions of Section 152(6) of the Companies Act, 2013, Mrs. Meena Khetan, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends her reappointment.

4. RESIGNATION OF MS. BEENA AGARWAL:

Mrs. Beena Agrawal, an Independent Director, resigned from the directorship of the Company with effect from 30th April, 2015. The Board considered and recorded the said resignation in its meeting held on 16th May, 2015.

16. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working if its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. MEETINGS:

During the year, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the 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 and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in note no.1of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Audit Committee, at the beginning of the financial year granted an omnibus approval for the related party transactions for the financial year 2014-15. The Board of Directors of the Company also approved the same.

The policy on Related Party Transactions is approved by the Board during the year.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

22. AUDITORS:

STATUTORY AUDITORS:

The Company, pursuant to section 139 of the Companies Act, 2013 and rules framed there under, in the previous Annual General Meeting held on 9th August, 2014, had appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, as the Auditor of the Company who shall hold office till the conclusion of third consecutive Annual General Meeting there from, on such remuneration as may be determine by the Board after discussion with Audit Committee and the Auditors.

M/s Bansi S. Mehta & Co., have express their willingness to continue as the Statutory Auditor of the Company and has furnished a certificate of their eligibility and consent under section 141 of the Companies act, 2013 and the rules framed there under. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board recommends ratification of the appointment of M/s Bansi S. Mehta & Co. at the ensuing Annual General Meeting of the Company.

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 has appointed Kaushal Dalal& Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure I".

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

(i) STATUTORY AUDITOR:

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

(ii) SECRETARIAL AUDITOR:

With reference to the observations / qualifications made in the said report, Board of Directors clarifies as follows:

- As per the provisions of Section 203 of the Companies Act, 2013, a company is required to have a Company Secretary (CS) and Chief Financial Officer (CFO), with the immediate effect from the date of the notification of the said section i.e. 1st April, 2014; however, the Company has appointed the CS and the CFO w.e.f 5th March, 2015.

The Company was in search of the suitable candidate for the post of the Company Secretary and the Chief Financial Officer of the Company, once the suitable and appropriate candidate was available, the appointment of the Company Secretary and the Chief Financial Officer of the Company was accordingly made on 5th March, 2015.

- As per the provisions of the section 108 of the Companies Act, 2013 and the rules made there under, the Company should give notice of the e-voting to the shareholders along with the notice of the 32nd Annual General Meeting and publish the notice of e-voting in the newspaper before 5 days from the date of the commencement of the e-voting i.e. on 4th August, 2014; however, the Company has published the notice of the e-voting in newspaper on 2nd August, 2014.

Since, the Companies Act, 2013 was a new legislation which came into force on 1stApril, 2014, and the concept of the e-voting was very novel, the Directors of the Company was in a learning process of this new act, there was an inadvertent delay of the 3 days in the publishing the e-voting details in the newspaper, however, there was no intention to curb the interest of the members of the Company

- As per Section 149(6)(b) (ii) of the Companies Act, 2013 and the rules made there under, the Independent Directors should not be related to the promoters or any directors of the Company, its holding, subsidiary or the associate Company; however, Mrs. Beena Agarwal and Mr. Vijay Agarwal are related to each other and both are appointed as an Independent Directors of the Company

The Board of Directors of the Company was of interpretation that the Independent Directors should not be related to the existing Directors of the Company and the appointment of the Vijay Agarwal and Beena Agarwal was appointed on the same date i.e 31st March, 2014 and they were not related to existing Directors of the Company. However, the Board of Directors later comprehended the concept of the independent and rectified this appointment by the resigning Mrs. Beena Agarwal as Director from the Board of the Company.

24. PARTICULARS OF EMPLOYEES:

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 and directors is furnished herewith in Annexure-III. The Company has not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. DISCLOSUR ON SEXUAL HARASSMENT:

The Company during the year under the review has not any complaints pertaining to sexual harassment at the work place.

26. 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 high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

28. BUSINESS RESPONSIBILITY REPORT:

Pursuant to circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued by Securities and Exchange Board of India (SEBI), Clause 55 of the Listing Agreement relating to Business Responsibility Report is not applicable to the Company.

29. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any Subsidiary Company or Associate Company, the provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement regarding consolidated financial statements do not apply.

30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are as below:

- Energy Conservation: During the period under review there was no Energy conservation

- Technology Absorption: During the period under review there was no Technology Absorption

- Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow

31. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure II".

32. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

33. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Vijay Khetan

Place: Mumbai Chairman & Managing Director

Date: 16th May, 2015 DIN:00436052


Mar 31, 2012

To The Member of Krishna Ventures Limited

The Directors have pleasure in presenting their 30th Annual Report on the business and operations of the company together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. A summary of Financial Results is given below:

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 2011 - 2012 2010-2011

Total Income 67.53 36.78

Gross Profit 33.19 4.77

Depreciation Nil Nil

Interest Nil Nil

Provision for Tax 1.30 Nil

Net Profit 31.89 4.77

Proposed Dividend Nil Nil

Balance b/f 7.06 2.29

Profit c/f to Balance Sheet 38.95 7.06



OPERATIONAL REVIEW:

The Company operates in one segment only i.e. Business of Builder, Contractor, Developer and Consultancy. During the year under review, there is 83.60 % increase in income of the Company. The 50% of its revenue is from its consultancy business and rest is from the investment of idle funds. The Company is exploring various options for acquisition of suitable properties which will prove to be a viable business proposition.

RESERVES:

During the year under review, no amount was transferred to Reserves. However credit balance of Profit and Loss Accounts has been transferred to Reserves & Surplus in the Balance Sheet.

DIVIDEND:

In order to augment the financial position of the Company, your Directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL:

The Company has made a preferential allotment of 99,00,000 Equity shares of Rs. 10/- each at par to the promoters and non promoters. As on March 31, 2012, Paid - up Share Capital of the Company is Rs. 10,80,00,000/- divided into 1,08,00,000 equity shares of Rs. 10/- each fully paid- up.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

FINANCIAL RESTRUCTURING - MERGER:

That in order to expand the business activities in other states of India and in view of maximizing Shareholders' wealth and other additional benefits, the Board has decided to acquire Rudra Mahima Business Ventures Limited (Transferor Company) ,a Jaipur based Company and merge it with Krishna Ventures Limited (Company).

Accordingly the Board has approved the Scheme of merger with swap ratio of 37 fully paid up equity shares of the Company for every 5 equity shares fully paid up held in the Transferor Company and filed the application with the High Court of Bombay and Jaipur. Both the courts have admitted the application and shareholders of the Company have approved the proposal in its Court Convened Meeting held on April 28, 2012 as per directions of Hon'ble High Court of Bombay and shareholders of Transferor Company had already given consents for the same.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR'S OBSERVATIONS

Auditors have not put any adverse remarks or qualification in their audit report which is required to be commented in this report.

AUDITORS:

M/s Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company, who holds office until the Conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in-accordance with Section 224(1B) of the Companies Act, 1956.

The Board recommends their re-appointment for the current year to hold office from the conclusion of ensuing Annual General Meeting until, the conclusion of the next Annual General Meeting.

DIRECTORS

In accordance with Section 255 and S. 256 of the Companies Act, Mrs. Meena khetan, Director of the company, retire by rotation at the ensuring Annual General Meeting, has offered herself for reappointment.

Mr. Vijay Khetan is the executive director and Mrs. Meena Khetan, Mr. Ratish Tagde, Mr. Kishore Vussonji, Mrs. Savita Sonawane and Mr. Avinash Jagushte are other non executive directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under 217 (2AA) of the Companies Act, 1956, the discussions had with the Statutory Auditors and subject to disclosures in the Annual Accounts, The Directors states that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and of the Profit or Loss of the Company for that year.

3. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They had prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

As the Company is not carrying out any manufacturing activities, the provisions of the section 217(1)(e) of the Companies Act, 1956 read with the Companies Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable. Reporting in the prescribed format has been made in Annexure-I.

During the year under consideration, the Company had no foreign exchange out go and no Foreign exchange income.

PARTICULAR OF EMPLOYEES

The statement of particulars of employees required under the section 217(2A) of the Companies Act, 1956 read with the Company's (Disclosure of Particulars of Employees) Rules, 1975 is not attached as none of the employees are covered under the said section.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are attached herewith forms part of the Directors' Report.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Discussion and Analysis report is attached herewith forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation offered by the Stakeholders, banks, employees, State Government and Local authorities during the Year.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Company.

For and on behalf of the Board

Sd/-

Vijay Khetan

Whole Time Director

Place: Mumbai

Date: May 19. 2012

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