Shri Krishna Director Discussions


Dear Shareholders,

Your directors are pleased to present the 29th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2023 (FY 2022-23).

1. Financial Performance

The Audited Financial Statements of your Company as on March 31, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act"). The summarized financial highlight is depicted below:

(Amount in Lakhs)

Standalone Consolidated
Particulars 2022-23 2021-22 2022-23 2021-22
Total Revenue 3219.21 2128.62 3219.21 2128.62
Total Expenses 2557.72 1767.79 2557.72 1767.79
Profit / (Loss) before exceptional items & tax 661.49 360.83 661.49 360.83
Exceptional items 0.00 0.00 0.00 0.00
Profit / (Loss) before Tax 661.49 360.83 661.49 360.83
Total Tax Expenses 179.22 83.66 179.22 83.66
Profit / (Loss) after Tax 482.26 277.17 482.26 277.17
Other comprehensive income (net of tax) 0.00 0.00 0.00 0.00
Total comprehensive income for the year 482.26 277.17 482.26 277.17

2. Operational Highlights and State of Companys Affairs

During the financial year 2022-23, total revenue on standalone as well as on consolidated basis increased to Rs. 3219.21 Lakhs as against Rs. 2128.62 Lakhs in the previous year a rise of 51.23% recorded; Profit before Tax for the current year is Rs. 661.49 Lakhs as against Rs. 360.83 Lakhs in the previous year a rise of 83.32% recorded and the total comprehensive income stood at Rs. 482.26 Lakhs as against Rs. 277.17 Lakhs for the previous year a rise of 73.99% recorded.

3. Segment Performance

The Company has evaluated its Operating segments in accordance with Ind AS 108 and has concluded that it is engaged in a single operating segment viz. real estate business.

4. Changes in the nature of business, if any

There has been no change in nature of business of your Company.

5. Reserves

During the year under review, no amount was transferred to General Reserve.

6. Dividend

The Company continues to look at growth prospects through new investment opportunities. The past years of the pandemic has presented many challenges, and it is imperative that the Company looks at available options for its growth. The key objective of the Company is to achieve a consistent sustainable growth over the years to come and consolidate the Companys position.

Keeping in view the growth strategy of the Company, the Board of Directors has decided that it would be prudent not to recommend any dividend for the year under review.

7. Subsidiary, Associate and Joint Venture Companies, their highlights of performance and their contribution to overall performance of the company

There are no subsidiary companies within the meaning of Section 2(87) of the Act and also no associate companies or joint venture Companies within the meaning of Section 2(6) of the Act. However, company have following subsidiary partnership firm and associate partnership firms as on March 31, 2023.

Subsidiary - Partnership Firm M/s. Shri Krishna Buildcon

Associate - Partnership Firms M/s. Avani Buildcon, M/s. Krishna Developers, M/s. Maa Shipra Enterprises and M/s. Rose Builtech

Kindly refer Form AOC-1 annexed to this Report as Annexure-I containing salient features of the Financial Statements of Subsidiary and Joint Ventures forms part of this report and hence is not repeated here for sake of brevity.

There has been no material change in the nature of the business of the subsidiary and associates. M/s. Krishna Developers an associate partnership firm has been dissolved effective from April 01, 2023.

In terms of Section 136 of the Act the copies of the documents shall be made available for inspection at its registered office during working hours for a period of twenty-one days before the date of the meeting.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiaries have been furnished in Notes forming part of the Accounts.

There is no material subsidiary as per the thresholds laid down under the SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015.

9. Share Capital and Listing

The paid-up equity capital as on March 31, 2023 was Rs. 2800.00 Lakhs. As on date all the 2,80,00,000 (Two Crores and Eighty Lakhs) Equity Shares of the Company are listed on the BSE Limited. The Listing fees have been paid to the BSE Limited for the year 2023-24.

10. Web-link for annual return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return is available on the website of the Company at https://shrikrishnadevconlimited.com/annual-report/.

11. Revision in Financial Statements

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding Financial Years.

12. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time and no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. However, company is having unsecured loan of Rs. 885.28 Lakhs as on March 31, 2023 from Directors of the company for which proper declaration has been furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

13. Material changes and commitments

There were no Material changes affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

14. Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2023. The Consolidated Financial Statements form part of this Annual Report.

15. Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

16. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the Company, confirm that:

a) in the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures; b) they have selected such accounting policies and applied them consistently and judgements 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 FY 2022-23 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual financial statements on a going concern basis;

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

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

17. Changes in Directors and Key Managerial Personnel

As of March 31, 2023, your Companys Board had 8 (eight) members with an optimum combination of executive and non-executive directors. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR) Regulations, 2015.

Pursuant to provision of Section 203 of the Act, Mr. Sunil Kumar Jain, Managing Director, Mr. Vikas Kumar Jain, Chief Financial Officer and Mr. Neeraj Anjane, Company Secretary are Key Managerial Personnels of the Company as on March 31, 2023.

During the Financial Year 2022-23, there was no change in the Directors of the Company.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Naveen Kumar Jain (DIN: 00117876) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment.

Subsequent to closure of the year under review, the Board has in its meeting held on August 31, 2023, upon recommendation of the Nomination and Remuneration Committee of the Company, approved change in designation of Mr. Naveen Kumar Jain (DIN: 00117876) from Non-Executive to Executive Director of the Company for a period of 3 years effective from November 01, 2023, re-appointed Mr. Sunil Kumar Jain (DIN: 00101324) as Managing Director of the Company for a further period of 3 years effective from November 01, 2023, re-appointed Mr. Bhupendra Singh Bundela (DIN: 06564700) for a further period of 5 years and appointed Ms. Heena Agrawal (DIN: 10097803), as Additional Non-Executive Independent Director for a first term of 5 (five) consequent years effective from August 31, 2023, subject to approval of the shareholders of the Company.

The Board recommends the appointment/ re-appointment of above Director(s) for approval of the shareholders, in the ensuing Annual General Meeting of your Company. Brief details of Director(s) proposed to be appointed/ re-appointed, as required under Regulation 36 of the SEBI Listing Regulations, are provided in the Notice of the AGM.

18. Disclosure of Declaration for Disqualifications by Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

19. Appointment/Re-Appointment of Independent Directors

All the Independent Directors are well appointed in the Board of the Company in compliance with the Companies Act, 2013 and SEBI Listing Regulations. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report forming part of this report.

20. Disclosure of Declaration for Independence by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 of the Act and the Regulation 16(1)(b) and 25(8) SEBI Listing Regulations.

21. Familiarisation Program for Independent Directors

Your Company has familiarised the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarisation Programme was imparted to the Independent Directors during the meetings of the Board of Directors. The details of such programs for

Independent Directors are posted on the website of the company and can be accessed at https://shrikrishnadevconlimited.com/wp-content/uploads/2023/08/Details-of-Familiarization-Programmes-for-Independent-Directors-SKDL-2022-23.pdf

22. Separate Meeting of Independent Directors

As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 14.02.2023. The Independent Directors in the said meeting has reviewed the performance of Non-Independent directors and Board as a whole including the performance of the Chairperson of the company after accounting the views of executive directors and non-executive directors and also assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

23. Report on Corporate Governance

As stipulated under SEBI Listing Regulations, a separate report on Corporate Governance forms part of this report. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is annexed to this Report as Annexure-II and forms part of this report.

25. Performance Evaluation and Nomination and Remuneration Policy

Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually including Independent Directors as well as the evaluation of its Committees as per the criteria and framework adopted by the Board in the Nomination, Remuneration and Evaluation policy and some indicative criteria includes various aspects of the Boards functioning such as composition of the Board and committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, compliance, adherence to policies and code of conduct, interpersonal relations, team work, confidentiality etc. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, Chairperson, the Board as a whole and its Committees with the Company. The said policy including above said criteria and other matters as per Section 178(3) of the Act is available on the Companys website and can be accessed at https://shrikrishnadevconlimited.com/code-of-conduct/.

26. Policies

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI Listing Regulations and Companies Act, 2013 has mandated the formulation of certain policies for all listed companies. All our corporate governance polices are available on our website and can be accessed at https://shrikrishnadevconlimited.com/code-of-conduct/. The policies are reviewed periodically by the board and updated on need and new compliance requirement.

27. Audit Committee

The constitution of the audit committee is provided in the Corporate Governance Report forming part of this Report. Further, the Board has considered all recommendations of the Audit Committee during the year under review and hence, do not call for any disclosure under Section 177(8) of the Companies Act, 2013.

28. Nomination and Remuneration Committee and Stakeholders Relationship Committee

The details pertaining to the composition of the above committees are provided in the Corporate Governance Report forming part of this Report.

29. Statutory Auditors and Auditors Report

The present Statutory Auditors M/s. Khandelwal & Khandelwal Associates, Chartered Accountants (Firms Registration No. 008389C) appointed in the 28th Annual General Meeting ("AGM") held during the year under review for a term of five consecutive years i.e., upto 33rd AGM pursuant to expiry of the term of M/s. MAK & Associates, Chartered Accountants (Firms Registration No. 003060C), as Statutory Auditors of the Company.

The Statutory Auditors have confirmed that they are not disqualified and are eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company.

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013 and does not contain any qualification, reservation or adverse remark or disclaimer. Further no fraud has been reported by the auditors under sub section (12) of section 143 of the Companies act, 2013.

30. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has re-appointed M/s. B.K. Pradhan & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review is annexed to this Report as Annexure-III and forms part of this report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following with Board explanation:

Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities: The Company is in process to obtain referred policy but till date no insurance company is agreed to provide the same.

31. Cost Records

Maintenance of cost records has not been specified by the Central Government in terms of provisions of section 148 of the Companies Act, 2013.

32. Particulars of Loans, Guarantees or Investments

There are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the Act is applicable. Further, pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure relating to loans/ advances given, guarantees provided and investments made are provided as part of the financial statements.

33. Particulars of Contracts or Arrangements with Related Parties u/s 188

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act and accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2, is not applicable. All transactions with related parties entered into during the financial year were in ordinary course of the business and at arms length basis. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report & Annual Accounts 2022-23.

The Policy on Related Party Transactions is available on your Companys website and can be accessed at https://shrikrishnadevconlimited.com/code-of-conduct/.

34. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Considering the nature of activities, the Company is engaged into, the Company is not required to furnish information as required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with the rule 8(3) of the Companies (Accounts) Rules, 2014.

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption. During the year, there was neither inflow nor outflow of foreign exchange.

35. Business Risk Management

The Company has been addressing various risks impacting the Company and the Board of Directors of the Company state that risk associated in the ordinary course of business is duly taken care by the board while taking business decisions. However, the constitution of Risk Management Committee is not applicable to the company, but company has framed the policy for Risk Management and uploaded the same on website of the company and can be accessed at https://shrikrishnadevconlimited.com/.

36. Corporate Social Responsibility (CSR)

The provisions of section 135 and Schedule VII of the Act in respect to CSR were not applicable on your Company during the year under review. However, the same became applicable in the current financial year 2023-24 and the Company shall comply with the provisions of CSR in current financial year.

37. Internal Control Systems and their Adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

38. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Listing Regulations, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://shrikrishnadevconlimited.com/code-of-conduct/ under policy section at the website of the company.

39. Commission Received by Directors from Holding and Subsidiary

During the year under review neither the Managing Director nor Whole-time Director is in receipt of commission from the company and also has not received any remuneration or commission from any holding or subsidiary of company u/s 197(14).

40. Managerial Remuneration

The information required pursuant to Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company and Directors is furnished hereunder:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Name of Director Ratio to median Remuneration
Sunil Kumar Jain, Managing Director 28.8 : 1

Other than above none of the directors were paid any remuneration during the year.

2. The percentage increase in remuneration of each director, chief financial officer, chief executive officer, company secretary or manager, if any, in the financial year;

Sr. No. Name Percentage Increase
1 Mr. Sunil Kumar Jain (MD) -
2 Mr. Vikas Kumar Jain (CFO) -
3 Mr. Neeraj Anjane (CS) -

Other than above none of the directors/kmps were paid any remuneration during the year.

The company is having net profit during the financial year i.e., 2022-23. The remuneration of the KMPs is duly reviewed on annual basis keeping in mind the tenure, the past performance and current performance.

3. The percentage increase in the median remuneration of employees in the financial year was (22.48%);

4. The number of permanent employees on the rolls of company as on 31.03.2023 was 9;

5. Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel for the FY 2021-22 Rs. 2415510
Remuneration paid to employees excluding managerial personnel for the FY 2022-23 Rs. 2662196
% Change in remuneration paid to employees excluding managerial personnel 10.21
Remuneration paid to managerial personnel for the FY 2021-22 Rs. 7912000
Remuneration paid to managerial personnel for the FY 2022-23 Rs. 7944000
% Change in remuneration paid to managerial personnel 0.40

The Company reiterates that there were no exceptional circumstances which warranted an increase in managerial remuneration which was not justified by the overall performance of the Company.

6. During the year no variable component of remuneration availed by Directors of the Company;

7. It is hereby affirmed that the remuneration paid by the Company to its Directors, KMPs and Employees during the year under review is as per the Nomination & Remuneration Policy of the company.

8. None of the employee has received remuneration of Rupees Eight Lakhs and Fifty Thousand per month or Rupees One Crores Two Lakhs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

9. Statement showing name of top ten employees in terms of remuneration drawn (as per sub rule 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time: -

Particulars Sunil Kumar Jain Sudeep Jain Vikas Kumar Jain Neeraj Anjane Rajvardhan Singh Sodha
Designation of the employee Managing Director Head Operations Chief Financial Officer Company Secretary Accounts Assistant
Remuneration received (amount in Rs.) 7200000 1500000 384000 360000 277500
Nature of employment, whether contractual or otherwise otherwise otherwise otherwise otherwise otherwise
Qualifications and experience of the employee M.Com & 26 years of experience B. Com, Diploma in International Marketing & Import & Export Management & 18 years of experience M.Com, CA (Inter) & 16 years of experience B. Com, CS & 8 years of experience B. Com & 6 years of experience
Date of commencement of employment 09/08/2007 01/10/2013 01/01/2013 01/04/2017 01/05/2014
The age of such employee 53 Years 48 Years 43 Years 32 Years 30 Years
The last employment held by such employee before joining the company - - - Dhanuka Soya Pvt. Ltd. -
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub-rule (2) of Rule 5 6.86 Nil 0.018 Nil Nil
Whether any such employee is a relative of any director or manager Brother of Mr. Mukesh K. Jain and Mr. Naveen K. Jain and Father of Mrs. Prakshali Jain No No No No

 

Manoj Piple Raksha Yadav** Priyanshi Jain** Santosh Sitaram* Ankit Kumar
Marketing Assistant Sales Assistant Accounts Assistant Office Assistant Office Assistant
250000 187335 111533 139330 120000
otherwise otherwise otherwise otherwise otherwise
B. Com & 15 years of M.Sc. & PhD (Pursuing) & 6 B.com & 3 years of 11th & 8 years of 8th & 4 years of
experience years of experience experience experience experience
01/12/2016 01/01/2020 01/10/2019 05/05/2017 01/10/2021
42 Years 29 Years 22 Years 30 Years 24 Years
- Victory Terminal Financial Service Jai Gruh Udyog - Croma
Nil Nil Nil Nil Nil
No No No No No

*Discontinued services and joined back. **Discontinued services

41. Equity Shares with Differential Voting Rights

The company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

42. Details of Sweat Equity Shares

The company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

43. Disclosure on Confirmation with Secretarial Standards

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India to be complied pursuant to the Companies Act, 2013 and rules made there under, have been duly complied with.

44. Details of Employees Stock Option Scheme

The company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

45. Disclosure of Voting Rights Not Exercised

The company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

46. Depository

Equity shares of the Company are traded in Demat form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Annual Custody/Issuer fee for the year 2023-24 has been paid by the Company to NSDL and CDSL.

47. Management Discussion and Analysis

The Management Discussion and Analysis report has been separately furnished and forms part of this report.

48. Cash Flow Statement

In conformity with the provisions of the Companies Act, 2013 and Regulation 34(2) of the SEBI Listing Regulations, the cash flow statement for the year ended March 31, 2023 annexed in financial statements.

49. Number of Meetings of the Board and its Committees

The details of the meetings of the Board of Directors and its Committees are provided in the Corporate Governance Report forming part of this Report.

50. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has set up Internal Complaints Committee(s) to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year under review the Company has neither received any complaint of harassment nor any complaints pending there under.

51. Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

52. Other Disclosures

-The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2023. - No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

- There was no one time settlement of loan obtained from the Banks or Financial Institutions.

53. Acknowledgement and Appreciation

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers, contractors and other associates for their continued support to the Company. The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors Shri Krishna Devcon Limited Place: Indore Date: August 31, 2023

Sunil Kumar Jain Naveen Kumar Jain

Chairman & MD Director DIN: 00101324 DIN: 00117876

Part of the Boards Report