Share Wealth

Year End :2018-03

BOARD’S REPORT:

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report along with the Audited Accounts and Financial Statements (including consolidated financial statements) for the year ended on 31st March, 2018.

Financial Results (Standalone & Consolidated):

The summarized Standalone & Consolidated financial results of the Company for the year ended 31st March, 2018 are as follows:

Standalone Financial Results-

(Rs. In Lakhs)

Particulars	2017-18	2016-17
Total Revenue	3321.08	2230.76
Total Expenses	2888.53	1931.44
Profit before exceptional items & tax	432.55	299.32
Exceptional items	0.00	0.00
Profit before Tax	432.55	299.32
Tax Expenses	181.86	99.21
Other comprehensive income (net oftax)	(7.45)	10.52
Total comprehensive income for the year	243.24	210.63

Consolidated Financial Results-

(Rs. In Lakhs)

Particulars	2017-18	2016-17
Total Revenue	3321.08	2230.76
Total Expenses	2888.53	1931.44
Profit before exceptional items & tax	432.55	299.32
Exceptional items	0.00	0.00
Profit before Tax	432.55	299.32
Tax Expenses	181.86	99.21
Other comprehensive income (net of tax)	(7.45)	10.52
Total comprehensive income for the year	243.24	210.63

Pursuant to the notification dated February 16,2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Financial Statements for the year ended at March 31,2017 have been restated to conform to Ind AS.

Operational Performance:

During the financial year 2017-18, total revenue on standalone as well as on consolidated basis increased to Rs. 3,321.08 Lakhs as against Rs. 2,230.76 in the previous year - a growth of 47% recorded; Profit before Tax for the current year is Rs. 432.55 Lakhs as against Rs. 299.32 Lakhs in the previous year -a growth of 45% recorded and the total comprehensive income stood at Rs. 243.24 Lakhs as against Rs. 210.63 Lakhs for the previous year - a growth of 15% recorded.

Segment Performance:

At present Company is engaged in the business of real estate development and there is no separate reportable segment. Changes in the nature of business, if any There were no Changes as such in the Company for the year under review.

Extract of Annual Return:

As per the requirements of Section 92(3) of the Act, the extract of the annual return is given in ANNEXURE-I in the prescribed Form No. MGT-9, which is a part of this report.

Subsidiary, Associate and Joint Venture Companies: Subsidiary –

(i) M/s Shri Krishna Buildcon (Partnership Firm)

Associate - (i) M/s Avani Buildcon (Partnership Firm)

(ii) M/s Krishna Developers (Partnership Firm)

(iii) M/s Maa Shipra Enterprises (Partnership Firm)

(iv) M/s Rose Buildtech (Partnership Firm)

Joint Ventures - NIL

Highlights of performance of Subsidiary, Associate and Joint Venture Companies and their contribution to overall performance ofthe company:

For highlights & performance kindly refer Form AOC-1 is enclosed h/w this report as ANNEXURE- II.

Share Capital:

The paid up equity capital as on March 31, 2018 was Rs. 28,00,00,000/- Crores.

Revision in Financial Statements:

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

Reserves:

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

Dividend:

To keep up pace with the newly launched Government Schemes i.e. Housing for all 2022 and Credit Linked Subsidy Scheme your Company believes there is considerable opportunity for your Company to add new projects at attractive valuation. With these kinds of opportunities available and with our ambition to considerably scale the business and in order to conserve cash the Board of Directors therefore not recommended any dividend for the financial year ended 31st March, 2018.

Deposits:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

However company is having unsecured loan of Rs. 243.39 Lakhs as on 31st March, 2018 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. Material changes and commitments, if any, 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:

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.

Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31st March, 2018 , the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) They 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 of the Company for the same period;

c) The directors have taken proper and sufficient care 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) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the Company that are adequate and were operating effectively.

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

Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Prakshali Jain (DIN 06977691), Non-Executive Director retire by rotation at this Annual General Meeting and being eligible offers herself for reappointment.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume, expertise and other details of Director proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting. The board has duly appointed Mr. Neeraj Anjane as Company Secretary and Compliance Officer of the Company w.e.f. 01.04.2017.

Disclosure of Declaration for Disqualifications by Directors:

As per the declaration received in Form ‘D1R-8’ pursuant to section 164(2) of the Companies Act, 2013 and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014; none of the Directors of the Company is disqualified from being appointment as Directors. 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 Obligations and Disclosure Requirements) Regulations, 2015 entered into by the Company with Stock Exchange(s). Further that all independent directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. 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 under sub-section (6) of section 149 ofthe Companies Act, 2013.

Familiarization Program for Independent Directors:

The Independent Directors are provided with necessary documents/ brochures, reports and internal policies, Quarterly updates on relevant statutory, regulatory changes, visits to the site of the company are organised for the Independent Directors. Detailed information on the Company’s business are made at the meetings of the Independent Directors from time to time. The details of such programs for Independent Directors are posted on the website of the company and can be accessed at http://shrikrishnadevconlimited.com/wp-content/upIoads/2015/12/Details-of-FamiIiarization-Programme-for-Independent-Directors-SKDL-2017-18.pdf 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 20th of March, 2018.

Evaluation by Independent Directors:

The Independent Directors in their meeting has reviewed the performance of Non-Independent directors and Board as a whole including reviewing the performance of the Chairperson of the company taken into account the views of Executive Directors and Non-Executive Directors. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee of the board has been laid down under Nomination, Remuneration and Evaluation Policy given in the Report on Corporate Governance which is annexed as ANNEXURE-IV with this report and shall form part of the Board’s report.

Formal Annual Evaluation:

Pursuantto section 134 (3) (p) of Companies act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria for the evaluation of the Board, individual directors including independent directors and the committee ofthe board has been given in the Report on Corporate Governance which is annexed as ANNEXURE-IV with this report and shall form part ofthe Board’s report. Disclosure in Terms of Nomination and Remuneration Policy:

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report which is annexed as ANNEXURE-IV with this report and shall form part of the Board’s report also the policy is available on the Company’s website i.e. http://shrikrishnadevconlimited.com/code-of-conduct/ 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 Obligations and Disclosure Requirements) Regulations, 2015 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 (http://shrikrishnadevconlimited.com/code-of-conduct/). The policies are reviewed periodically by the board and updated on need and new compliance requirement. Nomination and Remuneration Committee and Stakeholders Relationship Committee:

The details pertaining to the composition of the above committees are included in the Corporate Governance Report which is annexed as ANNEXURE-IV with this report and shall form part ofthe Board’s report.

Auditors:

Statutory Auditors-

M/s. MAK & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company in the 23rd AGM held on 20th September, 2017, for a term of Five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

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. Further no fraud has been reported by the auditors under sub section (12) of section 143 of the Companies act, 2013.

Secretarial Auditor-

The Company has undertaken Secretarial Audit for the financial year 2017-18 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable Regulations prescribed by SEBI and Foreign Exchange Management Act, 1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit Report is annexed as ANNEXURE-V with this report and shall form part of the Board’s report. Further, 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 ofthe Companies Act, 2013 Particulars of Loans, Guarantees or Investments u/s 186: The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments held by company are given in the notes to the financial statements.

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

During the period under review there were no related party transactions in the Company as per the provisions of section 188 ofthe Companies act, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.shrikrishnadevconlimited.com/ under Investors Relation/Code of Conduct/Related Party Policy link. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company, the Board of Directors has nothing to report on conservation of Energy and Technology absorption, Information required under section 134(3)(m) ofthe Companies Act, 2013 read with Rule 8 ofthe Companies (Accounts) Rules, 2014.

(a) Conservation of energy

i. The steps taken or impact on conservation of energy -N. A.

ii. The steps taken by the Company for utilizing alternate sources of energy - N.A.

iii. The capital investment on energy conservation equipment’s - N.A.

(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 ofthe financial year)-

1. The details of technology imported -N.A.

2. The year of import;- N.A.

3. Whether the technology been fully absorbed-N.A.

4. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof- N.A.

iv. The expenditure incurred on Research and Development - N.A.

(c) During the year under review, the Company did not have earning and outgo of any foreign currency.

Business Risk Management:

The Company has been addressing various risks impacting the Company and the Board of Directors ofthe 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 ofthe company, at http://www.shrikrishnadevconlimited.com. Corporate Social Responsibility (CSR):

The provisions of section 135 and Schedule VII of the Companies Act, 2013 in respect to CSR is not applicable on your Company.

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 Company’s operations in future.

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 is annexed as ANNEXURE-III with this report and shall form part ofthe Board’s report.

Audit Committee:

The constitution of the audit committee is given in the Report on Corporate Governance which is annexed as ANNEXURE-IV with this report and shall form part of the Board’s report.

The Board has considered all recommendations of the Audit Committee as and when provided during the year under review and hence, do not call for any disclosure under Section 177 (8) of the Companies Act, 2013.

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 http://www.shrikrishnadevconlimited.com/ under Investors Relation/Code of Conduct/Vigil Mechanism Policy link. 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 company of companyu/s 197(14).

Managerial Remuneration:

The information required pursuant to Section 197 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 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 and;

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	Designation	Remuneration Paid F.Y. 2016-17 (Rs. In lakhs)	Remuneration Paid F.Y. 2017-18 (Rs. In lakhs)	Percentage Increase	Ratio/ Times per Median of employee remuneration
1	Mr. Sunil Kumar Jain	Managing Director	42.00	58.00	38.1	24.62
2	Mr. Naveen Kumar Jain	Non-Executive Director	-	-	-	-
3	Mr. Mukesh Kumar Jain	Non-Executive Director	-	-	-	-
4	Ms. Prakshali Jain	Women Director	-	-	-	-
5	Mr. Vikas Kumar Jain	Chief Financial Officer	3.84	3.84	-	-
6	Mr. Prateek Ghatiya*	Company Secretary	0.15	-	-	-
7	Mr. Qamar Ali**	Company Secretary	2.62	-	-	-
8	Mr. Neeraj Anjane	Company Secretary	-	3.15	-	-

* Mr. Prateek Ghatiya resigned w.e.f03.05.2016;

** Mr. QamarAli appointed w.e.f. 03.05.2016 & resigned w.e.f30.03.2017. ***Mr. Neeraj Anjane appointed w.e.f. 01.04.2017.

The company is having net profit during the current financial year i.e. 2017-18. The remuneration of the KMP’s are 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 98.98%;

4. The number of permanent employees on the rolls of company as on 31.03.2018 was 14;

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 2016-17	Remuneration paid to employees excluding managerial personnel for the 2017-18	% Change in remuneration paid to employees excluding managerial personnel	Remuneration paid to managerial personnel for the FY 2016-17	Remuneration paid to managerial personnel for the FY 2017-18	% Change in remuneration paid to managerial personnel
2588200	4317800	66.82	4861000	6499000	33.69

Further there are no exceptional circumstances for increase in the managerial remuneration.

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

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

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 ofthe Companies Act, 2013 and rules framed there under are not applicable for the year.

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) ofthe Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

Details of Employees Stock Option Scheme:

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

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) ofthe Companies Act, 2013 and rules framed there under are not applicable for the year.

Employees:

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. During the year under review, none of the employee has received remuneration of Rs. Eight Lakhs and Fifty Thousand per month or Rs. 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 pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence, do not call for any further details referred to in Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Listing:

As on date all the 2,80,00,000 Equity Shares of the Company are listed on the BSE Limited. The Listing fees have been paid to the BSE Limited for the year 2018-19.

Depository:

Equity shares of the Company are traded in Demat form as well as in physical 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 2018-19 has been paidby the Company to NSDL and CDSL. Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 with the stock exchange, is annexed as ANNEXURE-III with this report and shall form part of the Board’s report.

Report on Corporate Governance:

The Company has put in place the compliances pertaining to Corporate Governance. A report on Corporate Governance as stipulated under SEB1 (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the stock exchange is annexed as ANNEXURE-IV with this report and shall form part ofthe Board’s report.

Your Company has complied with the requirements of the SEBI [Listing Obligation and Disclosure Requirements) Regulations, 2015 and necessary disclosures have been made in this regard in the Corporate Governance Report.

A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is also annexed with Corporate Governance Report which is annexed as ANNEXURE-IV.

Cash Flow Statement:

In conformity with the provisions ofthe Companies Act, 2013 and Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2018 is annexed hereto.

Number of Meetings ofthe Board and its Committees:

The details ofthe meetings ofthe Board of Directors and its Committees, convened during the financial year 2017-18 are given in the Corporate Governance Report which is annexed as ANNEXURE-IV with this report and shall form part of the Board’s report.

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 an Internal Complaints Committee 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.

Code of Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015 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.

Acknowledgement:

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, suppliers, 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

Sd/- Sd/-

Sunil Kumar Jain Mukesh Kumar Jain

Managing Director Director

DIN: 00101324 DIN: 00392364

Place: Indore

Date: 14-08-2018