Krishna Ventures Ltd Directors Report.

TO THE MEMBERS OF KRISHNA VENTURES LIMITED

The Directors take pleasure in presenting the Thirty Seventh Annual Report together with 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

2. DIVIDEND

(i) No Dividend was declared for the financial year 2018-19.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions 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 paid up equity share capital as on March 31, 2019 was Rs. 10,80,00,000/- (Rupees Ten Crores Eighty Lakh only) divided into 1,08,00,000 (One Crore Eight Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. As on March 31, 2019, 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 A to the Boards 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 Option Scheme to the employees.

4. FINANCE

Cash and Cash Equivalent as at March 31, 2019 is Rs. 9,000/- 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

The Total Revenue of the Company is Rs. 8.37 Lakh in the Financial Year 2018-19 as compare to the Previous Financial Year 2017-18 in which the Total Revenue was Rs. 4.07 Lakh.

The Company incurred Net loss of Rs. 22.26 Lakh in the Financial Year 2018-19 as compare 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 stipulated under regulation 34 read with schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) forms the part of this Annual Report.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.

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

No Material Changes / Commitments affecting the Financial position of the Company occurred between the end of the Financial Year to which financial statements relate and the date of this report except that as a part of group re-structuring activity, the designation of Mr. RATISH TAGDE has changed from Whole Time Director to Chairman, Non-Executive & Non-Independent Director of the Company w.e.f. 17th April, 2019 and designation of Mr. ARUNKUMAR VERMA has changed from Independent Director to Whole Time 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 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. The Company has adopted a Risk Management Policy which is displayed on the website of the Company at www.krishnaventures.com.

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.

The Internal Audit Function 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. Periodically, the Audit Committee, the Internal Auditors and Statutory Auditors identifies the discrepancies and the flaws of the Internal Audit System and reports the Board their observations / remarks, if any, which in turn enables the Board to undertake corrective actions in the respective areas and thereby strengthen 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 Registration Number: 142189W; Membership Number: 166536) was appointed as the Internal Auditor of the Company 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 and Employees to report instance of fraud or mismanagement. The policy also provides for adequate safeguards against victimization of persons who use the mechanism and also direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Whistle Blower Policy are made available on the Companys 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

1. APPOINTMENT

Mrs. Amita Amit Raut, Company Secretary has been appointed as Associate Company Secretary (KMP) and Compliance Officer of the Company w.e.f. 16th March, 2019.

2. RESIGNATION

Mr. Vijay Khetan, the Non-Executive Chairman & Promoter Director and Mrs. Meena Khetan, Non-Executive Promoter Director resigned as the Directors of the Company with effect from August 11, 2018.

3. 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 section 149(6).

16. EVALUATION OF BOARDS PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship Committee and Nomination & Remuneration Committee. The manner in which the 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 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. The Remuneration Policy also displayed on the website of the Company www.krishnaventures.com.

18. MEETINGS

During the year, Five Board Meetings, four Audit Committee Meetings, four Stakeholders Relationship Committee Meetings and Two Nomination & Remuneration Committee Meetings were convened and held as per the applicable provisions of the Companies Act, 2013 and Listing Regulations, 2015. The details of Board and Committee meetings held during the Financial Year 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 March 31, 2019, 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. 1 of 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 March 31, 2019 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

The related party transactions that were entered during the Financial Year 2018-19, are given in the notes to financial statements as per Accounting Standard 18, which form part of the Annual Report.

Further, all transactions with related parties entered into under section 188 (1) of Companies Act, 2013, have been conducted at an arms length basis and are in 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. Details of material contracts or arrangement or transactions at arms length basis in terms 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 approval for the related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. The Board of Directors of the Company also approved the same. All related party transactions are placed before the Audit Committee for review and approval.

The policy on Related Party Transactions as approved by the Board is placed on the website 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 would impact 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 framed thereunder, in the Thirty Fifth Annual General Meeting held on September 30, 2017, had appointed 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 consecutive years commencing from the conclusion of Thirty Fifth Annual General Meeting until the conclusion of Fortieth Annual General Meeting to be held in the year 2022, subject to the ratification by the Members at every Annual General Meeting held thereafter, on such remuneration as may be mutually decided by the Board of Directors of the Company and Statutory Auditors based on the recommendation of the Audit Committee. They are being eligible, have consented and offered themselves for ratification of their appointment as Statutory Auditors for conducting audit of accounts of the Company for the financial year 2019-20.

Pursuant to section 139 and 141 of the Companies Act, 2013 and relevant rules prescribed there under, the Company has received certificate from the Statutory Auditors to the effect, inter-alia, that ratification of their appointment, if made, would be within the limits and as per the term provided under by the Companies Act, 2013 and that they 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 Financial Year 2019-20 for your approval.

The Statutory Auditors M/s Shashikant J. Shah & Co., have submitted their Report on the Financial Statements of the Company for the Financial Year 2018-19, which forms part of this Annual Report.

There is a legal case pending before the Mumbai High Court with respect to the Deed of assignment entered by the Company for acquiring the property rights of the Land mentioned under 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 matter cannot 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 appointed Mr. Dharmesh Sarvaiya, the proprietor of M/s. Sarvaiya & Co., Company Secretaries (ACS No. 46848; CP No.: 17136), to undertake the Secretarial Audit of the Company for the Financial 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 2018-19 that pursuant to the provisions of Section 203 of the Companies Act, 2013, vacation in the office of any whole-time Key Managerial Personnel shall be subject to fill-up by the Board at 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 the suitable candidate for the post of the Chief Financial Officer of the Company. Upon the availability of the suitable and appropriate candidate for the said positions, the appointment of the Chief Financial Officer shall be made. The Company has made the appointment of Mrs. Amita Raut as Company Secretary and Compliance officer in their meeting 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 and Directors as on March 31, 2019 is furnished herewith in Annexure D. 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.

24. DISCLOSURE ON SEXUAL HARASSMENT

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

25. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate Governance under the Listing Regulations, 2015 along with a certificate from the auditors 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 Responsibility Report is not applicable to the Company.

27. CONSOLIDATED FINANCIAL STATEMENTS

Since the Company does not have any Subsidiary company or Associate company, the provisions 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 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 has been optimal 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.

29. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is furnished herewith 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 and meetings held during the year are provided in report on Corporate Governance, forming part of this Annual Report.

31. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys 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.

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 Boards Report and the Management Discussion & Analysis Report describing the Companys 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 Companys 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.

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