sri krishna con Directors report

To,

The Members.

We are pleased to present the FIFTEENTH ANNUAL REPORT and audited accounts of the company for the financial year ended on March 31,2020.

1. FINANCIAL HIGHLIGHTS

		(Figures in Rs.)
Particulars	For the year ended	For the year ended
	31-03-2020	31-03-2019
Total revenue	5,52,49,324	12,60,33,230
Total expenses	4,72,42,473	12,05,10,150
Profit before exceptional Item Sc Tax	80,06,851	55,23,080
Los^profit on sale of Fixed Asset	-	62,53,325
Profit before tax	80,06,851	1,17,76,405
Total Tax Expenses	5,94,453	35,03,415
Profit after Tax (PAT)	74,12,398	82,72,990
EPS	0.71	0.79

2. NATURE OF BUSINESS

The Company is engaged in the business of Real Estate Development. The Company develops residential projects. There was no change in the nature of the business of the Company during the year under review.

3. PERFORMANCE

Your Company has earned profits of Rs. 74,12,398.00 for the year under review. At the outset the Management would like to convey gratitude to the Shareholders for having trust and confidence in the Company and being continuously supporting the Company.

4. FINANCIAL PERFORMANCE

During Ihc year under review, the Company earned a profit before tax of Rs. 80,06,851 compared to Rs. 1,17,76,405 in the corresponding previous year representing decreaseof 32% (approximately). The Company earned a profit after tax of Rs. 74,12,398 as compared to Rs. 8^72,990 in the corresponding previous year representing a decrease of 10.40% (approximately).

5. TRANSFER TO RESERVES

It is not proposed to transfer any amount out of the current profits to General Reserve.

6. DIVIDEND

However, with the view to conserve the resources of company the directors are not recommending any dividend in the last year.

7. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of business during the year under review as prescribed in ^# Rule 8(ii) of the Companies (Accounts) Rules, 2014.

8. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY. BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There was no material changes and commitments between the end of the Financial Year and the Date of the Report, which affect the financial position of the Company.

9. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant events subsequent to the date of financial statements apart from the matters mentioned above points.

10. LISTING OF SHARES IN BSE LIMITED UNDER MAIN BOARD

Under review your company got migrated & admitted to dealings on the Mainboard Platform in the list of B Group May 29,2018.

11. DIRECTORS AND KEY MANAGERIAL j^ONNEL

Pursuant to the provisions of Sections 149,150,152, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Ravi Singhania Mr. Sudhakar Shetty are Independent Directors of the Company during the year under review.

Mr. Sunil Surana Devichand is Non- Executive Director of the company.

Mr. Kaiiash Dhirendra Dubai is the Executive Director and Managing Director of the company. Mrs. Bhavika Kaiiash Dubai is the Executive Director of the company.

12. AUDITORS REPORT

The Auditors report does not contain any qualification. The observations made by the Auditors in their Report referring to the Notes forming part of the Accounts are self-explanatory and therefore, do not require any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

13. AUDITORS

At the 12th Annual General Meeting of the Company held on 29th September, 2017 Mr. Bharat Kumar A Bohra, Chartered Accountants were appointed as the Statutory Auditors of the Company for 5 years to act as Statutory Auditors of the Company for the Financial year 2017-18 to 2021-22 and ratification of their appointment is not required as per the amended provisions of the Companies Act 2013.

14. INTERNAL AUDITORS

The Board has appointed Mr. Berulal Suthar, Chartered Accountant as the Internal Auditor of the company for the financial year 2020-21.

15. DISCLOSURES UNDER SECTION 134(3) fl) OF THE COMPANIES ACT. 2013

Except as disclosed elsewhere in this report, 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 the date of this report.

16. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act 2013 are not attracted. Thus, disclosure in form AOC-2- Annexure -7. Further 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.

None of the Directors has any pecuniar) relationships or transactions vis-a-vis the Company.

18. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013.

20. MEETINGS OF TIIE BOARD

Hie Board of Directors met 7 times during the financial year ended March 31,2020 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

The details of the Board of Directors meetings are as follows: -

28.05.2019,11.082019, 01.09.2019, 29.09.2019,14.11.2019,08.02.2020, and 25.022020

21. AUDIT COMMITTEE

The Audit Committee comprises Mr. Ravi Singhania as Chairman, Mr. Sunil DSurana, Abhishek Swaraj and Lalit Jain as members. All the recommendations made by the Audit Committee were accepted by the Board.

S. No	Name	Designation
1	Lalit Jain	Member	Non-Executive - Non-Independent Director
2	Sunil D Surana	Member	Non-Executive -IndependentDirector
3	Ravi Singhania	Chairperson	Non-Executive -Independent Director
4	Bhavika Kailash Dubai	Member	Executive - Independent Director

The Members of Audit Committee met 4 times of the financial year ended 31/03/2020 times during the financial year ended 31.03.2019, In accordance with the need of their meeting, i.e 28.05.2019,11.082019,14.11.2019,08.012020

22. NOMINATION AND REMUNERATION COMMITTEE

S. No	Name	Designation
1	Lalit Jain	Member	Non-Executive - Non -Independent Director
2	Sunil D Surana	Member	Non-Executive - Independent Director
3	Ravi Singhania	Chairperson	Non-Executive - Independent Director
4	Mrs. Bhavika Kailash Dubai	Member	Executive Non-Independent Director

The Members of N&R Committee met one time on 31/03/2020 during the financial year ended 31.03.2020, in accordance of their needs of meeting, i.e., 08/02/2020.

23. STAKEHOLDERS RELATIONSHIP COMMITTEE

S. No	Name	Designation
1	Lalit Jain	Member	Non-Executive - Independent Director
2	Sunil D Surarva	Member	Non-Executive-Nan4ndepcndentDirector
3	Ravi Singhania	Chairperson	Non-Executive - Independent Director
4	Shesh Jayaram Mokhashi	Member	Non-Executivc - Independent Director

The Members of Stakeholders Relationship Committee met 2 times during the financial year ended 31.03.2020, in accordance of their needs of meeting, i.c., 11/08/2019 and 08/02/2020.

Additionally, during the financial year ended March 31,2020 the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.

24. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31. 2020, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors 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 on March 31,2020 and of the profits of the Company for the year ended on that date;

c. proper and sufficient care was 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. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting familiarization program for Independent Directors of the Company. At the time of appointment, a formal letter of appointment is given to Independent Directors which inler-alla explains ilte role, functions, duties and responsibilities expected from them as a Director of the Company. The Company conducts structure orientation programs for the Independent Directors to understand and get updates on the business and operations of the Company on a continuous basis. Such programs provide an opportunity to the Independent Directors to interact with Senior Leadership team of the Company and help them to understand the Companys strategy models, operations services, product-offerings, finance, human resources and such other areas as may arise from time to time.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the Board of Directors of the Company has framed the ‘"Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower Policy is disclosed on the website of the Company at www-sfed!-corn_;

27. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and other applicable provision and law, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process,

28. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended March 31,2020 made under the provisions of Section 92(3) is attached as Annexure -1 which forms part of this Report.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) amendments Rules, 2016 is attached as Annexure - 2 and forms part of this Report.

30. REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are attached as Annexurc-3 to this report.

31. STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys equity shares are listed at BSE Limited. The Annual listing fee for the year 2020*21 had been paid.

32. SECRETARIAL AUDIT

As required under the provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Mr. T P Krishna Mohan Practising Company Secretary in Form MR-3 for the FY 2019-20 is attached as Annexurc - 4 to this report. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

33. CORPORATE GOVERNANCE

As required under the Companies Act, 2013, your Company has taken adequate steps to adhere to all the stipulations laid down Regulation 34 read with Schedule V of the SEB1 (Listing Obligations and Disclosure Requirements) Regulation 2015. A report on Corporate Governance is included as a part of this Annual Report as (Anncxure -V).

Certificate from a Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2C15, obtained is attached to this report.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the Annual Report as an Annexurc -6

35. HUMAN RELATIONS

During the year employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company. There was a total understanding of the management objectives by the employees. The Company has consistently tried to improve its HR policies and processes so as to acquire, nurture & retain the best of the available talent in the Industry.

36. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Companys business activities, the Directors have nothing to report under Section 134p)(m) of the Companies Act, 2013 read with RuJe 8(3) of the Companies (Accounts Rules, 2014) with reference to Conservation of Energy & Technology Absorption.

37. 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 u nder Chapter V of the Act

• Disclosure relating to equity shares with differential rights

• Disclosure relating to sweat equity shares

• Disclosure relating to employee stock option scheme

• Disclosure in respect of voting rights not directly exercised by the employees

• Disclosure of significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Disclosure under Section 134(3) (o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, since the Company is not covered under Section 135 01 Companies Acl,2013.

38. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Rcdrcssal) Act, 2013 (the said Act) has been made effective w.e.f. December 9, 2013. It is an Act to provide protection againsts exualharassment ofwomenatworkplnceandforthcpreventionand Redressalofcomplaint s of sexual harassment and for matters connected therewith or incidental thereto.

During the year under review, no complaints were filed with the Company under the provisions of the said Act.

39. ACKNOWLEDGEMENT

The Board of Directors wishes to thank the Central Government State Government, RBI. SEBL and The BSE Limited (BSE) for their co-opcration in various spheres of Companys functions. The Board of Directors expresses its gratitude for the co-operation extended by the Financial Institutions/Tcrm Lenders and Companys Bankers for their valuable support The Directors thank all the shareholders of the Company, its customers and investors for their valuable support during the year and look forward to their continued support in the years to come. The Company has also gained considerably from the sincere and devoted services rendered by its employees at all levels. The Board of Directors wishes to place on record its sincere appreciation of the employees efforts in enhancing the image of the company in the market.

	On Behalf of the Board
Mr. Kailash Dhircndra Dubai	Mrs. Bhavika Kailash Dubai
Chairman and Managing Director	Director
DIN -01771805	DIN-07169234
Place - Bangalore A
Date - 27th February 2021