Krishna Filament Industries Ltd Directors Report.

Dear Members,

Your Directors present the Thirty Second Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2021.

Financial Performance

(Rs. in Lakhs)

Description Financial Year 2020-21 Financial Year 2019-20
Revenue from Operations - -
Other Income - 4.61
Profit/Loss before Depreciation, Finance costs, Exceptional items and Tax Expense (32.31) (13.58)
Less: Depreciation / Amortization /Impairment - -
Profit/Loss before Finance costs, Exceptional items and Tax Expense (32.31) (13.58)
Less: Finance Costs - -
Profit/Loss before Exceptional items and Tax Expense (32.31) (13.58)
Add/(less): Exceptional items - -
Profit/Loss before Tax Expense (32.31) (13.58)
Less: Tax Expense (Current & Deferred) (2.50) -
Profit/Loss for the year (1) (29.81) (13.58)
Total Comprehensive Income/loss(2) - -
Total (1+2) (29.81) (13.58)
Balance of profit/loss for earlier years - -
Less: Transfer to Debenture Redemption Reserve - -
Less: Transfer to Reserves - -
Less: Dividend paid on Equity Shares - -
Less: Dividend Distribution Tax - -
Balance carried forward - -
Earnings per share (EPS) of Re. 1/- each (0.38) (0.17)

Operations & State of Companys affairs;

During the year there was no operation in the company due to unavoidable circumstances beyond the control of the Company. There was no change in nature of business of the Company, during the year under review.

Dividend

In view of the carried forward losses incurred by the Company over the years, your directors regret their inability to declare any dividend on equity shares of the Company. Further there were no unclaimed dividend and shares liable to transfer to Investor Education and Protection Fund Authority (IEPF).

Transfer to reserves

The Board of Directors has not recommended transfer of any amount to reserves.

Share Capital

The paid up Equity Share Capital as at March 31, 2021 stood at 778.63 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted any stock options or sweat equity shares. As on March 31, 2021 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

Subsidiaries, Associates & Joint Ventures

The Company does not have any Subsidiary, Joint venture or Associate Company. Corporate Governance

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub - regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to the company as the Paid up equity capital and net worth of the Company doesnt exceed Rs. 10 crore and Rs. 25 crore respectively as on the last date of the previous financial year. Accordingly, we have not attached separate report on Corporate Governance in this Annual Report provided.

Directors and Key Managerial Personnel

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI Listing Obligations. During the year, non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

Mr. Lunkaran Kyal (DIN: 00096602) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Accordingly, his re-appointment forms part of the notice of the ensuing Annual General Meeting. During the financial year, Key Managerial Personnel in the Company were Mr. Vikas Poddar, Executive Director & CEO, Lunkaran Kyal, Executive Director & CFO and Mr. Vikas Patwari, Company Secretary & Compliance Officer.

Directors Responsibility Statement

Your Directors state that:

(a) in the preparation of the annual financial statements for the year ended March 31, 2021, the applicable accounting standards have been followed and there are no material departures;

(b) the Directors have 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 as at March 31, 2021 and of the Profit & loss of the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for 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) the annual accounts have been prepared on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

Public Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Reporting of Fraud by Auditors

During the year under review there are no instance of any fraud reported by Statutory Auditor or Secretarial Auditor under Section 143(12) of the Companies act, 2013, by the Company or any fraud on the Company buy its officers or employee, the details of which is needed to disclosed in the Boards Report.

Disclosures under Section 134(3)(l) of the Companies Act, 2013

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

Extract of Annual Return

Extract of the Annual Return in form MGT 9, as required under Section 92(3) of the Companies Act, 2013 is included in this Report as "Annexure A" and forms an integral part of this Report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the "Annexure B" to the Directors Report.

Corporate Social Responsibility

As on March 31, 2021, provision of Corporate Social Responsibility is not applicable to your Company.

Auditors;

Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed there under, as amended from time to time, M/s. AMS & Co., Chartered Accountants, (Firm Registration No.130898W) was appointed as the Statutory Auditors of the Company by the members in the AGM held on September 30, 2019 to hold office for a period of 5 year till the conclusion of 36th AGM. The firm has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the rules framed thereunder for continuing as Auditors of the Company.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Auditors Report issued for the year ended March 31, 2021 does not contain any qualification, reservation or adverse remark and is prepared as per "Ind-AS." and form part of this Annual Report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing obligations & Disclosures Requirements) Regulation, 2015, the Company is not required to conduct the Secretarial audit for the financial year ended March 31, 2021.

Related Party Transactions

The Company has not entered into any related party transactions with Promoters, Directors, Key Managerial Personnel or other designated persons during the year under review. Your Directors draw attention of the members to note no. 22 of the financial statement which sets out related party disclosures.

Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

Vigil Mechanism

The Company has put in place a system through which the Directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The employees and directors may report to the Compliance officer and have direct access to the Chairman of the Audit Committee.

Board Meetings

During the Financial year, total 5 (Five) meetings of the Board of Directors were held i.e. on July 24, 2020, September 03, 2020, October 29, 2020, December 17, 2020 and February 09, 2021 respectively.

Audit Committee

The Board has well-qualified Audit Committee with majority of Independent Directors as per the provision of Companies Act, 2013 and LODR. As on March 31, 2021, it comprises of Mr. Sushil Agarwal-Chairman, Mrs. Harinakshi Amin- Member and Mr. Lunkaran Kyal- Member.

During the year under review, the Committee met 4 (Four) times on June 24, 2020, September 03, 2020, October 29, 2020 and February 09, 2021.

Nomination & Remuneration Committee

The Company has constituted Nomination & Remuneration Committee as per the provisions of the Companies Act, 2013 and LODR. As on March 31, 2021 the Committee consists of Mr. Sushil Agarwal - Chairman, Mrs. Harinakshi Amin - Member and Mr. Lunkaran Kyal - Member.

During the year under review, the Committee met 2 (Two) times on December 17, 2020 and February 09, 2021.

Nomination & Remuneration Policy

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Board Evaluation

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 various committees. During the year under review, Separate meeting of the Independent Directors was held to review the performance of Non-Independent Directors, Chairman and the Board as whole.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee is constituted pursuant to Section 178 of the Companies Act, 2013. As on March 31, 2021 the Committee consists of Mr. Sushil Agarwal- Chairman, Mrs. Harinakshi Amin- Member and Mr. Lunkaran Kyal- Member.

During the year under review, the Committee met 1 (One) time on June 24, 2020.

All share transfer work of the Company is carried out by the Companys Share Transfer Agents M/s. Link Intime India Private Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.

The "SCORES" website of SEBI for redressing of Grievances of the investors is being visited at regular intervals by the Compliance officer and there are no pending complaints registered with SCORES for the financial year ended on March 31, 2021.

Significant and material orders passed by the regulators or courts

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

The Company has complied with the requisite regulations relating to capital markets. During the last 3 years BSE has imposed penalty towards non appointment of Company Secretary. Details of penalty imposed are as follows:

For FY 2018-19
Oct- Dec 2018 Rs. 1,08,560.00 (inclusive of GST 18%)
Jan-March 2019 Rs. 1,06,200.00 (inclusive of GST 18%)
For FY 2019-20
April-June 2019 Rs. 1,07,380.00 (inclusive of GST 18%)
July-Sep 2019 Rs. 1,08,560.00 (inclusive of GST 18%)
Oct-Dec 2019 Rs. 56,640.00 (inclusive of GST 18%)

The Company has paid total penalty of Rs.2,14,760.00 in the financial year 201920 and has applied to the BSE Ltd. to waive the remaining fine amount as the company is not having operations for more than 18 years and impacted due to CoVID-19 situation. Further, the Company had appointed Mr. Vikas Poddar, Director as the Compliance officer of the Company to make all the stock exchange compliances and submissions.

Whistle Blower Policy

The Company has adopted whistle blower policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee.

Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has not received any complaint pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure of Accounting Treatment

The Company has followed the treatment laid down in the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in the preparation of financial statements. No deviation is made in following the same.

Particulars of loans, guarantees or investments

During the year under review, the Company has not made any loans or given guarantees. For investments which are governed by the provisions of section 186 of the Companies Act, 2013, please refer notes to financial statements.

Familiarization programmes for Directors

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

Disclosure under Section 197(12) of the Companies Act, 2013 and other disclosures as per rule 5 of Companies (Appointment & Remuneration) Rules, 2014

During the year under review, there were no employees of the Company drawing remuneration exceeding the specified limit under the said section, hence the details prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. The Directors of the Company does not draw any remuneration from the Company. Hence, the disclosure under Section 197(12) read with Rule 5(1) of the Companies Act, 2013 are not furnished.

Management Discussion and Analysis

During the year, there was no operation in the Company due to unavoidable circumstances beyond the control of the Company. Your company has a clearly documented risk management policy. The Company regularly identifies reviews and assesses such risk and decides appropriate guideline for mitigating the same. The Company has instituted adequate internal control procedure commensurate with the nature of its business and the size of its operations. Internal audit is conducted at regular intervals.

Transparency refers to sharing information and acting in an open manner. Processes and information are directly accessible to those concerned with them, and enough information is provided to understand and monitor them. Your company believes in total transparency in sharing information about its business operations with all its stakeholders. Your Company strives to provide maximum possible information in this report to keep the stakeholders updated about the Company.

Acknowledgements

Your Directors wishes to thank the Companys members and esteemed business associates for their valued contributions and support.

For and on behalf of the Board,
sd/- sd/-
Lunkaran Kyal Vikas Poddar
Director Director
DIN: 00096602 DIN: 06668979
Place: Boisar
Date: August 13, 2021