Shri Krishna Prasadam Ltd Directors Report

The Members,

Your Directors are pleased to present their Eighth Annual Report on the business and operations of the Company and the accounts for the financial year ended 31 March 2017.

BACKGROUND

Shri Krishna Prasadam Limited was incorporated as a private limited company on 28th May 2009 under the provisions of the Companies Act, 1956 with the object of dealing in rudraksha, beeds, tulsi, gems, diamonds, jewelleries and precious stones etc.

Company successfully carried on the business of trading in to the gems, jewelleries and precious stones since its inception. Later on Company has changed its main object to trading of agricultural products and Real Estate business; the new certificate pursuant to object change was issued by Registrar of Companies on 16th December 2013. At present the Company is engaged in the business of trading of agricultural produce and in particular trading of RICE of several qualities.

The Company has been converted from Private Limited to Public Limited after complying with the provisions of the Companies Act, 1956, in this regard and the name of Company consequent upon the conversion has been changed from Shri Krishna Prasadam Pvt. Ltd. to Shri Krishna Prasadam Limited. The fresh certificate of incorporation was issued by the registrar of the Companies NCT of Delhi on 24th December 2013.

Your Company has also expanded its business in Real Estate, the company is service provider in the real estate sector to the company engaged in the development of projects in the form consultancy, marketing underwriting services etc.

Scope of Services offered by the Company

• Renting

• Sell & Purchase

• Marketing of the projects

• Underwriting of properties

• Consultancy

At present company has emphasized its focus only on the residential properties in the area of Delhi NCR and other surrounding region. We are also planning to extend our Services to the commercial properties segment. Company believes in stepwise, consistent, and sustainable growth. We are also planning to expand our geographical presence and clientele base.

FINANCIAL RESULT

			(Rupees in Lacs)
Sr. No.	Particulars	F.Y. 2016-17	F.Y. 2015-16
1	Net Sales/ Income From Operation	45.21	343.90
2	Operating Expenditure	47.18	343.67
3	Operating Profit	0.00	0.00
4	Add: Other Income	2.64	0.00
5	Less: Finance Cost	0.00	0.00
6	Profit before Depreciation and Tax	0.67	0.43
7	Less: Depreciation/ Amortization/Impairment	0.11	0.21
8	Profit Before Tax	0.68	0.22
9	Less: Tax Expanses	0.22	0.07
10	Net Profit/ Loss after Tax	0.46	0.15

REVIEW OF OPERATION

The Company has earned profit of Rs. 46,506.00/- on a standalone basis for the financial year 2016-17 as compared to profit of Rs. 14,696.27/- during financial year 2015-16.The Company has earned profit of Rs. 199,338.00/- on a consolidated basis for the financial year 2016-17 as compared to loss of Rs. 9,391.98/- during financial year 2015-16. The management assures you that it will try to bring the Company in the more profitable situation in the coming years.

Your Company hopes to increase its presence in other geographical market in the coming years, which would significantly increase the top line and bottom line of Company in the coming years.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company. Your Directors have not recommended any dividend on equity shares for the year under review. The Board assures you to present a much strong financial statements in coming years.

TRASFER TO RESERVES

During the financial year 2016-17 an amount of Rs. 46,506.00/- has been transferred to General Reserve.

AUDITORS

• STATUTORY AUDITORS

Due to the pre-occupations M/s Rishi Arora & Associates, Chartered Accountants were unable to continue as Statutory Auditor of your company, they presented resignation letter to company on 28.08.2017.

The Board has recommended the appointment of M/s. Sandeep Manuja & Associates, Chartered Accountants having registration No.009525N as the Statutory Auditor of the Company, up to the conclusion of next five Annual General Meetings (AGM).

As required under Section 139 of the Companies Act, 2013, the Company has obtained a certificate from them to the effect that their appointment, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.

During the year under review, Internal Audit of the Company has been carried out by Mr. Gaurav Bansal, Chartered Accountants, Delhi for the financial year 2016-17.

For FY 2017-2018 your board has appointed M/s Prachi Bhagwat & Associates, having FRN: 145133Was Internal Auditors of the company.

• SECRETARIAL AUDITOR

M/s V Kumar & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended 31st March, 2017 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report does contain following qualification, reservation or adverse remark:

a) The Company has not complied with the provisions of the Companies Act, 2013 to the extent of filing of Form-MR-1 for return of appointment of Mr. Manpreet Singh as whole time director (WTD) of the Company.

b) The Company has not complied with the provisions of the Companies Act, 2013 to the extent of appointment of Company Secretary (CS) during the period starting from April 2016 to the period ended as on September 2016.

Managements reply:

Your Board put its best efforts to appoint a suitable company secretary for you company, despite of the fact that Board conducted several interviews few months passed by in order to find an appropriate company secretary. At present company has appointed Ms. Bhavna Saboo as company secretary of your company.

AUDITORS REPORT

The Auditors report on the financial statement for the financial year 2016-17 is self-explanatory and does not require any comment from the management of the company.

SECRETARIAL AUDITORS REPORT

The Secretarial Auditors Report on the compliances of all the laws which are applicable on the Company for the financial year 2016-17and done by M/s V Kumar & Associates.

DIRECTORATE

In pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Subhash Kumar Jha, Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and is eligible for re-appointment.

CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

Pursuant to the provision of Section 203 of Companies Act, 2013 Mr. Vidyanand Yadav who was appointed as a Chief Financial Officer of the company in the Board Meeting held on 28^th August 2015is continuing as a Chief Financial Officer of company. Mr. Kulbhushan Parashar has resigned from the post of Company Secretary as on 14^th January, 2016.Company has appointed Ms. Bhavna Saboo as Company Secretary on 30.05.2017.

DETAIL OF BOARD OF DIRECTORS

Sr. No.	Name of Director	Designation	Date of Appointmen t	Date of Cessation
1.	Kulbhushan Parashar	Non-Executive Promoter Director (chairman)	14.01.2016	N.A.
2.	Manpreet Singh	Whole-Time Director	12.07.2016	N.A.
3.	Subhash Kumar Jha	Director	18.08.2014	N.A.
4.	Ruhi Naaz	Independent Director	07.11.2015	N.A.
5.	Roshan Singh	Independent Director	02.09.2016	N.A

ANNUAL EVALUATION OF PERFORMANCE OF BOARD OF DIRECTORS AND ITS COMMITTEES

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria laid down by the board of Directors for evaluating the performance of Board such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The performance of the individual directors is evaluated by the whole board of Directors excluding the Director whose performance is being evaluated on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings, etc

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of assets.

RISK MANAGEMENT

The Company has a Risk Management policy in place that defines and lays out the strategies and methodology to decide on the risk taking ability of the organization. The Company constantly reviews its exposure to various types of risk, whether it be regulatory, operational, environmental, financial or political. The Company has in place adequate systems to ensure compliance with all regulatory and statutory matters and reviews the same on a periodic basis and takes appropriate corrective action as and when necessary.

CORPORATE GOVERNANCE REPORT

In pursuance of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015the Corporate Governance Report shall not be applicable to company having its share listed on the SME Platform of the Stock Exchange. Therefore separate report of corporate governance is not attached herewith.

In spite of above aforesaid non applicability, Your Company adopts best practices for corporate governance, disclosure standards and enhanced shareholders value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Stakeholder Relationship Committee

DIRECTORS RESPONSIBILITY STATEMENT IN PURSUANCE OF SECTION 134(3)(C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Accounting standard as prescribed under Section 133 of the Companies Act, 2013 (‘the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that:

• In preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed.

• 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 at the end of the financial year and of the profit and loss of the Company for that period.

• The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The directors have prepared the annual accounts on a going concern basis.

• The directors have laid down internal financial controls, which are adequate and are operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

No remuneration has been given to any Director during the FY 2016-2017 therefore the ratio between the salaries of Directors and employees cannot be calculated.

The number of permanent employees on the rolls of company: 2

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

Affirmation that the remuneration is as per the remuneration policy of the Company:

No remuneration has been paid during the relevant year.

LISTING ON THE STOCK EXCHANGE

The Companys shares are listed with BSE Limited (SME Segment) and the Company has paid the necessary listing fees for the Financial Year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. There were no related party transactions.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2017, 12 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings are mentioned below:

Sr. No.	Date
1.	27.05.2016
2.	12.07.2016
3.	19.07.2016
4.	28.08.2016
5.	31.08.2016
6.	02.09.2016
7.	14.11.2016
8.	16.11.2016
8.	10.01.2017
10.	12.02.2017
11.	23.02.2017
12.	30.03.2017

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of three members, including two Non Executive Director viz. Mr. Kulbhushan Parashar and Mr. Subhash Kumar Jha and one Non Executive Independent Director Ms. Ruhi Naaz. Presently, Ms. Ruhi Naaz is heading the Committee.

D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee as on date comprises of three members, viz. Mr. Kulbhushan Parashar, Ms. Ruhi Naaz and Mr. Subhash Kumar Jha. Ms. Ruhi Naaz is heading the Committee.

E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee as on date comprises of three members, viz. Mr. Kulbhushan Parashar, Ms. Ruhi Naaz and Mr. Subhash Kumar Jha, Ms. Ruhi Naaz is heading the Committee.

F) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 14^th August, 2014 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Companys website at the link: www.shrikrishnaprasadam.com

G) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and the Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2016-17, the Company has not received any complaints on sexual harassment.

H) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities are provided in the financial statements as annexed.

I) MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no such changes during the period under consideration.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Companies Act, 2013.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Directors of the Company did not receive any remuneration or commission from subsidiary.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

(i) The steps taken or impact on conservation of energy: Your Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

(ii) The steps taken by the company for utilizing alternate sources of energy; The Company has been taking energy saving measures viz., Energy saver electrical equipments, LEDs, Power saver cables are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

(iii) The capital investment on energy conservation equipments; Your company has nil capital investment on energy conservation equipments.

B. TECHNOLOGY ABSORPTION-

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

(a) The details of technology imported;

(b) The year of import;

(c) Whether the technology been fully absorbed;

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Detail of Foreign exchange earnings and outgo of your Company is below mentioned:

		(in Rs.)
Particulars	FY 2016-17	FY 2015-16
Foreign Exchange earning	Nil	Nil
Foreign Exchange outflow	Nil	Nil

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company, We would like to place on record our deep appreciation to our Shareholders, Customers, Business Partners, Vendors and Bankers. The Directors are thankful to the Government of India and the various Ministries, the State Governments and the various Ministries, Regulatory authorities, communities in the neighborhood of our operations.

We also appreciate and value the contributions made by all our employees for making Shri Krishna Prasadam Limited what it is.

Registered Office		By Order of Board of Directors
C-214, Second Floor Paryavaran		Shri Krishna Prasadam Limited
Complex,	Sd/-	Sd/-
Near Saket Metro Station	Manpreet Singh	Kulbhushan Parashar
New Delhi 110030	Whole-time Director	Chairman & Non Executive Director
	DIN:07514820	DIN :02608369
Date: 04.09.2017
Place: New Delhi