Directors Report of Krishna Ventures Ltd.

Mar 31, 2024

The Directors take pleasure in presenting the Forty Second Annual Report together with the Audited Financial Statements for the Year ended on March 31, 2024.

1. FINANCIAL RESULTS

fRc In I.akhcl

Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from Operation	219.35	405.11
Other Income	6.72	1.0
Total Income	226.07	406.11
Total Expenditure	273.17	407.74
Profit Before Tax	(47.10)	(1.63)
Tax Expenses	(0.15)	(2.12)
Profit After Tax	(46.95)	(3.75)
Add: Amount brought forward from previous year	95.38	99.14
Appropriations:
Proposed Dividend	-	-
Balance carried forward to Balance Sheet	48.43	95.38

2. BRIEF DESCRIPTION OF THE COMPANY''S STATE OF AFFAIRS

During the year under review the Company incurred the Loss of Rs. 46,95,000/- (Rupees Forty-Six Lakhs Ninety Five Thousand only). Your Company is hopeful and optimistic that by adding the new line of business it will increase the revenue of the Company in coming years.

3. GENERAL RESERVE

The Company has not transferred any sum amount to the General Reserve for the Financial Year 2023-24.

4. DIVIDEND

(i) No Dividend was declared for the financial year 2023-24.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of section 125 of the Companies Act, 2013 does not apply.

5. SHARE CAPITAL

During the year, there was no change in the capital structure of the Company. The paid up equity share capital as on March 31, 2024 was Rs. 10,80,00,000/- (Rupees Ten Crores Eighty Lakh only) divided into 1,08,00,000 (One Crore Eight Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. As on March 31, 2024, Directors of the Company hold shares of the Company.

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.

b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

6. CHANGES IN THE NATURE OF BUSINESS

During the Financial Year 2023-24, there has been no change in the nature of the business of the Company. However the company is involved in the business of Manufactures, assemblers, dealers, merchant, importers and agents for the purchase, sale and hiring of all kinds of air conditioners, air conditioning and Refrigeration, machinery, Refrigerants, Liquids and Gases, ice Cream Freezers, Quick Freezing cabinets and like deodorisers, Refrigerated trucks, Vans, Wagons etc., Heaters, Heating appliances, Coolers, Diffusers, compressors, Condensers, Fans of all types, pumps, Motors, Thermostats, Sprayers, Cold Storages or ice cream plants, appliances, tools, machinery apparatuses, devises, instruments, chemicals and all types of machinery, equipment''s, appliances and instruments of all kinds, sizes, types and their parts accessories of all descriptions as per the amended Memorandum of Association.

7. DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the Financial Statements forming part of this Annual Report.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Total Revenue of the Company is Rs. 219.35 Lakhs in the Financial Year 2023-24 as compare to the Previous Financial Year 2022-23 in which the Total Revenue was Rs. 405.11 Lakhs.

The Company incurred Net loss of Rs. 46.95 Lakhs in the Financial Year 2023-24 as compare to the Previous Financial Year 2022-23 in which the amount of Net loss was Rs. 3.75 Lakhs.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the Financial Year 2023-24, as stipulated under regulation 34 read with schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) forms the part of this Annual Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of section 135 of the Companies Act, 2013 are not applicable to the Company.

12. ANNUAL RETURN:

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: http://www.krishnaventuresltd.com/annual-report.php

13. MATERIAL CHANGES / COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

(a) The Statutory Auditors M/s Rajeev Malhotra & Associates, resigned as the statutory auditor of the company with effect from 14^th August 2024.

(b) Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Vivek Mittal & Associates, Chartered Accountants (Firm Registration No. 005847C), are recommended by the Board of Directors for being appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Forty Second Annual General Meeting until the conclusion of Forty Seventh Annual General Meeting to be held in the year 2028.

(c) Mr. Shivam Garg has been appointed as Chief Financial Officer of the Company w.e.f. August 20^th, 2024.

14. RISK MANAGEMENT :

The Company has laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The Company has adopted a Risk Management Policy which is displayed on the website of the Company at www.krishnaventuresltd.com.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The strong internal control culture is pervasive in the Company in commensuration with the size, scale and complexity of its operations.

The Internal Audit Function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the organization. Periodically, the Audit Committee, the Internal Auditors and Statutory Auditors identifies the discrepancies and the flaws of the Internal Audit System and reports the Board their observations / remarks, if any, which in turn enables the Board to undertake corrective actions in the respective areas and thereby strengthen the controls.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, the Proprietor of M/s. Sahu Khandelwal & Associates (Firm Registration Number: 005338; Membership Number: 47094) was appointed as the Internal Auditor of the Company from the Financial Year 2022-23 to Financial Year 2027-28.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Whistle Blower Policy that enables the Directors and Employees to report instance of fraud or mismanagement. The policy also provides for adequate safeguards against victimization of persons who use the mechanism and also direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Whistle Blower Policy are made available on the Company''s website http://www.krishnaventuresltd.com/

17. HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES:

As on date Ashva Energy Private Limited and Freshplate Agro Foods Private Limited are the associate companies of Krishna Ventures Limited.

The Company does not have any Subsidiary company or Holding company.

18. APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period 2023-24 under review there were movements in the Directorships in the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

There were movements in the Directors/ KMP during the year 2023-24 as follows:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1)	Jitendra Kumar Agarwal	Independent Director	Cessation due to Death	May 14, 2023
2)	Saloni Mehra	Independent Director	Regularization as the Independent Director	June 10, 2023
3)	Shivam Garg	Chief Financial Officer	Appointed as Chief Financial Officer	August 23, 2023
4)	Bikram Kumar Choudhary	Chief Financial Officer	Resigned from post of Chief Financial Officer	August 23, 2023
5)	Neeraj Gupta	Chief Executive Officer	Appointed as the CEO	August 23, 2023
6)	Vinod Bala	Executive Director	Appointed as Executive Director	September 06, 2023
7)	Vinod Bala	Executive Director	Regularised as Executive Director	September 30, 2023
8)	Vinod Bala	Executive Director	Resigned as Executive Director	October 18, 2023
9)	Ratish T agde	Non-Executive -Non Independent Director	Resigned from post of NonExecutive - Non Independent Director	December 16, 2023
10)	Monam Kapoor	Non-Executive - Independent Director	Resigned from post of NonExecutive - Independent Director	January 29, 2024
11)	Renu Kaur	Non-Executive -Independent	Appointed as an Additional Non-Executive -	January 29, 2024

		Director	Independent Director
12)	Shivam Garg	Chief Financial Officer	Resignation as Chief Financial Officer	February 10, 2024
13)	Namrata Sharma	Non-Executive - Independent Director	Appointed as an Additional Non-Executive -Independent Director	February 12, 2024
14)	Mahesh Chandra Sharma	Non-Executive - Independent Director	Appointed as an Additional Non-Executive -Independent Director	February 12, 2024

After the end of Financial Year , the following changes took place between 1^st April, 2024 to 20^th August, 2024 as follows:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1)	Shivam Garg	Chief Financial Officer	Appointed as Chief Financial Officer	August 20, 2024

19. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board confirming that they fulfil the requirements enumerated under Section 149(6) of the Companies Act, 2013 (hereinafter “the Act”) and Regulation 25 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015.

20. EVALUATION OF BOARD''S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship Committee and Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

21. REMUNERATION POLICY:

The Board has, upon the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Remuneration Policy also displayed on the website of the Company www.krishnaventuresltd.com.

22. MEETINGS:

During the year, Fifteen (15) Board Meetings, Five (5) Audit Committee Meetings, Three (3) Stakeholders Relationship Committee Meetings and Six (6) Nomination & Remuneration Committee Meetings were convened and held as per the applicable provisions of the Companies Act, 2013 and Listing Regulations, 2015. The details of Board and Committee meetings held during the Financial Year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

23. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in note no. 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been 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;

[(ca) details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government]

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

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

24. RELATED PARTY TRANSACTIONS:

During the year under review there are no significant related party transactions made by the Company with related parties including promoters, directors, or other designated persons which were attract the provisions of Section 188 of the Companies Act, 2013. Thus, disclosure in Form AOC-2 is not required. However, there are certain transactions as per AS-18 which are prescribed in the Financial Statements of the company for the Financial Year ended on 31^st March 2024.

The policy on Related Party Transactions as approved by the Board is placed on the website of the Company www.krishnaventuresltd.com.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

However, the company was in the process of shifting the registered office from the State of Maharashtra to State of Uttar Pradesh, but due to a complaint raised by the shareholder, the Regional Directorate didn''t approve the change of the registered office. The application was dismissed.

However, the Registered Office was shifted from “Corporate Centre, 7TH Floor, Opp. Hotel Vits Andheri Kurla Road, Andheri East, Mumbai City, Maharashtra, India, 400059” to “702, 7th Crystal Paradise, Veena Desai Road Adhering, West Mumbai 400058” within the same city.

26. AUDITORS & AUDITORS'' REPORT:

(i) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Rajeev Malhotra & Associates, Chartered Accountants, (Firm Registration No. 021479N), New Delhi, were appointed by the Audit Committee and by the Board appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual General Meeting to be held in the year 2027.

The Statutory Auditors M/s Rajeev Malhotra & Associates, have submitted their Report on the Financial Statements of the Company for the Financial Year 2023-24, which forms part of this Annual Report.

The Statutory Auditors M/s Rajeev Malhotra & Associates, resigned as the statutory auditor of the company with effect from 14^th August 2024.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Vivek Mittal & Associates, Chartered Accountants (Firm Registration No. 005847C), are recommended by the Board of Directors for being appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold the office from the conclusion of Forty Second Annual General Meeting until the conclusion of Forty Seventh Annual General Meeting to be held in the year 2029.

Fraud Reporting:

During the year under review, no incident of fraud has been reported by the Statutory Auditors to the Audit Committee pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

(ii) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Aakash Goel, the proprietor of M/s. G Aakash & Associates, Company Secretaries (ACS No. A57213; CP No.: 21629), to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The following observations were made by the Secretarial Auditor in his report:

(a) Disclosure of Related Party Transactions under Regulation -23(9) of the SEBI (LODR), 2015: Disclosure of Related Party Transactions on a consolidated basis was to be submitted on or before June 24, 2022 for the year ended 31^st March, 2022. The same was submitted on June 28, 2022 with a delay of four days. The basic fine levied by the BSE was Rs. 20,000/- (Rupees Twenty Thousand Only) Plus GST which was duly paid by the Company.

Management Response: The Company had duly paid the fine.

(b) Submission of Financial Results under Regulation - 33 of SEBI (LODR), 2015:

Financial Results are to be submitted to Stock exchange within sixty days from the end of the financial year i.e. on or before 30th May, 2022. The same was submitted ten days later i.e. 9th June 2022. The basic fine levied by the BSE was Rs. 50, 000/- (Rupees Fifty Thousands only) Plus GST which was duly paid by the Company.

Management Response: The company had duly paid the fine.

The Report of the Secretarial Audit Report is furnished herewith in Annexure A.

(iii) COST AUDITORS

Provisions of 2ection 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules 2014, are not applicable on the company. Hence, no cost auditor has been appointed by the company.

27. PARTICULARS OF EMPLOYEES:

The information required pursuant to section 197(12) 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 as on March 31, 2024 is furnished herewith in Annexure B. The Company has not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

28. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the ''Insider Trading Code'' to regulate, monitor and report trading by insiders and the ''Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information'' are in force.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

30. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

31. DISCLOSURE ON SEXUAL HARASSMENT:

The Company during the year under the review has not received any complaints pertaining to sexual harassment at the work place.

32. CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on Corporate

Governance under the Listing Regulations, 2015 along with a certificate from Mr. Aakash Goel, the proprietor of M/s. G Aakash & Associates, Company Secretaries (ACS No. A57213; CP No.: 21629), Practicing Company Secretary''s'' Certificate, confirming the compliance, is annexed and forms part of this Annual Report.

33. BUSINESS RESPONSIBILITY REPORT:

Pursuant to regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to the Company.

34. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any Subsidiary company or Associate company, the provisions regarding consolidated financial statements do not apply.

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, are as below:

• Energy Conservation: During the period under review there has been optimal Energy Conservation.

• Technology Absorption: During the period under review there was no Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

36. BOARD COMMITTEES:

The Company has three Committees of Board, viz. (i) Audit Committee, (ii) Stakeholders'' Relationship Committee and (iii) Nomination and Remuneration Committee.

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in report on Corporate Governance, forming part of this Annual Report.

37. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also

committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

38. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

39. CAUTIONARY STATEMENT:

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By the order of the Board of Directors of KRISHNA VENTURES LIMITED

Sd/- Sd/-

(NEERAJ GUPTA) (MAHESH CHANDRA SHARMA)

Managing Director ^Dir^ect°r

DIN: 07176093 ^DIN: 09088347

Place: Noida Place: Noida

Date: August 20, 2024 Date: August 20, 2024

---

Mar 31, 2023

The Directors take pleasure in presenting the Fortieth Annual Report together with the Audited Financial Statements for the Year ended on March 31, 2023.

1. FINANCIAL RESULTS

(Rs. In Lakhs!

Particulars	Financial Year 2022-23	Financial Year 2021-22
Revenue from Operation	405.11	-
Other Income	1.0	0.55
Total Income	406.11	0.55
Total Expenditure	407.74	16.28
Profit Before Tax	(1.63)	(15.73)
Tax Expenses	(2.12)	-
Profit After Tax	(3.75)	(15.73)
Add: Amount brought forward from previous year	99.14	114.88
Appropriations:
Proposed Dividend	-	-
Balance carried forward to Balance Sheet	95.38	99.14

2. BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS

(i) During the year under review the Company incurred the Loss of Rs. 3.75.000/- (Rupees Three Lakhs Seventy Five Thousand only). Your Company is hopeful and optimistic that by adding the new line of business it will increase the revenue of the Company in coming years.

3. GENERAL RESERVE

The Company has transferred Rs. 2.21,000/- (Rupees Two Lakhs Twenty One Thousand Only)to the General Reserve for the Financial Year 2022-23.

4. DIVIDEND

(i) No Dividend was declared for the financial year 2022-23.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions

of section 125 of the Companies Act. 2013 does not apply.

5. SHARE CAPITAL

During the year, there was no change in the capital structure of the Company. The paid up equity share capital as on March 31, 2023 was Rs. 10,80,00,000/- (Rupees Ten Crores Eighty Lakh only) div ided into 1,08,00,000 (One Crorc Eight Lakh) equity shares of Rs. 10/- (Rupees Ten only) each. As on March 31. 2023. Directors of the Company hold shares of the Company.

a) Buy Back of securities: The Company lias not bought back its shares /securities during the year under review.

b) Sweat Equity: No Sweat Equity Shares arc issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

6. CHANGES IN THE NATURE OF BUSINESS

During the Financial Year 2022-23, there has been no change in the nature of the business of the Company.

7. DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act. 2013 and the Companies (Acceptance of Deposits) Rules. 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans. Guarantees and Investments covered under the provisions of section 186 of the Companies Act. 2013 arc given in the Financial Statements forming part of this Annual Report.

9. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Total Revenue of the Company is Rs. 406.11 Lakhs in the Financial Year 2022-23 as compare to the Previous Financial Year 2021-22 in which the Total Revenue was Rs. 0.55 Lakhs.

The Company incurred Net loss of Rs. 3.75 Lakhs in the Financial Year 2022-23 as compare to the Previous Financial Year 2021-22 in which the amount of Net loss was Rs. 15.73 Lakhs.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the Financial Year 2022-23, as stipulated under regulation 34 read with schedule V of the SEBl (Listing Obligations & Disclosure Requirements) Regulations. 2015 (Listing Regulations. 2015) forms the part of this Annual Report.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the prov isions of section 135 of the Companies Act. 2013 are not applicable to the Company.

12. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules.2014, the Annual Return is av ailable on the website of the Company on the following link: http://www.krishnaventuresltd.com/annual-rcport.php

13. MATERIAL CHANGES / COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT:

No Material Changes / Commitments affecting the financial position of the Company occurred between the end of the Financial Year to which financial statements relate and the date of this report.

14. RISK MANAGEMENT :

The Company lias laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and nonbusiness risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The Company litis adopted a Risk Management Policy which is displayed on the website of the Company at vvvvvv.krishntiventurcsltd.com.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The strong internal control culture is perv asive in the Company in commensuration with the size, scale and complexity of its operations.

The Internal Audit Function monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the organization. Periodically, the Audit Committee, the Internal Auditors and Statutory Auditors identifies the discrepancies and the flaws of the Internal Audit System and reports the Board their observations / remarks, if any. which in turn enables the Board to undertake corrective actions in the respective areas and thereby strengthen the controls.

Pursuant to Section 138 of the Companies Act. 2013 read with rule 13 of the Companies (Accounts) Rules. 2014. the Proprietor of M/s. Sahu Khandclwal & Associates (Finn Registration Number: 005338; Membership Number; 47094) was appointed as the Internal Auditor of the Company from the Financial Year 2022-23 to Financial Year 2027-28.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Whistle Blower Policy that enables the Directors and Employees to report instance of fraud or mismanagement. The policy also provides for adequate safeguards against victimization of persons who use the mechanism and also direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Whistle Blower Policy are made available on the Company''s website http://www.krishnaventuresltd.com/

17. HOLDING, SUBSIDIARIES AND ASSOCIATE COMPANIES

As on date Ashva Energy Private Limited and Freshplate Agro Foods Private Limited are the associate companies of Krishna Ventures Limited.

The Company docs not have any Subsidiary company or Holding company.

18. APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period 2022-23 under review there were movements in the Directorships in the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act. 2013.

There were movements in the of Directors/ KMP during the year 2022-23 as follows:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1)	Nceraj Gupta	Managing Director	Rc-designaled as Managing Director	20/05/2022
2)	Shriram Pati Tripathi	CFO	Resigned as Chief Financial Officer	21/11/2022
3)	Bikram Kumar Choudhary	CFO	Appointment as Chief Financial Officer	21/11/2023
4)	Shriram Pati Tripathi	CEO	Resigned as Chief Executive Officer	21/11/2022
5)	Gaurav Jindal	Whole Time Diector	Regularized as Whole Time Director	20/05/2022
6)	Jitcndra Kumar Agarwal	Non Executive Independent Director	Regularized as Independent Director	20/05/2022
7)	Saloni Mehra	Additional Director	Appointed as Additional Director	13/03/2023
8)	Monam Kapoor	Non Executive Independent Director	Regularized as Independent Director	20/05/2022
9)	Swati Jain	Non Executive Independent Director	Appointed as Independent Director	05/09/2022
10)	Swali Jain	Non Executive Independent Director	Regularized as Independent Director	20/05/2022
11)	Swati Jain	Non Executive Independent Director	Resigned as Independent Director	13/03/2023

Atter the end oi financial Year . the following changes took place between 1st Apnl. 2023 to 6th September. 2023 as follows:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1)	Neeraj Gupta	Chief Executive Officer	Appointed as the CEO	August 23. 2023
2)	Saloni Mchra	Independent Director	Regularization as the Independent Director	June 10. 2023
3)	Jitctidra Kumar Agarwal	Independent Director	Cessation due to Death	May 14. 2023
4)	Shivam Garg	Chief Financial Officer	Appointed as Chief Financial Officer	August 23. 2023
5)	Bikrarn Kumar Choudhaiy	Chief Financial Officer	Resigned from post of Chief Financial Officer	August 23. 2023

19. DECLARATION BY INDEPENDENT DIRECTORS

Directors have submitted the Declaration of Independence, as required pursuant to section 149 (7) of the Companies Act. 2013; stating that they meet the criteria of the Independence as provided in section 149(6).

20. EVALUATION OF BOARD S PERFORMANCE

Pursuant to the provisions of the Companies Act. 2013 and Listing Regulations. 2015. the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit. Stakeholders Relationship Committee and Nomination & Remuneration Committee. The manner in which the evaluation lias been carried out lias been explained in the Corporate Governance Report.

21. REMUNERATION POLICY

The Board has. upon the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors. Senior Management and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. The Remuneration Policy also displayed on the website of the Company www.krishnaventuresltd.com.

22. MEETINGS

During the year. Fourteen (14) Board Meetings. Eight (8) Audit Committee Meetings. Seven (7) Stakeholders Relationship Committee Meetings and Ten (10) Nomination & Remuneration Committee Meetings were convened and held as per the applicable provisions of the Companies Act. 2013 and Listing Regulations. 2015. The details of Board and Committee meetings held during the Financial Year are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the follow ing statements in terms of Section 134(3)(c) of the Companies Act. 2013:

a. that in the preparation of the Annual Financial Statements for the year ended March 31, 2023. the applicable accounting standards have been followed along with proper explanation relating to material departures, if any:

b. that such accounting policies as mentioned in note no. 1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2023 and of the profit of the Company for the year ended on that date:

c. that proper and sufficient care lias been 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. that the annual financial statements have been prepared on a going concern basis:

c. that proper internal financial controls were in place and that the financial controls

were adequate and w ere operating effectively.

f.tliat systems to ensure compliance w ith the provisions of all applicable law s w ere in place and were adequate and operating effectively.

24. RELATED PARTY TRANSACTIONS

The related party transactions that were entered during the Financial Year 2022-23. are given in the notes to financial statements as per Accounting Standard 18. which form part of the Annual Report.

Further, all transactions w ith related parties entered into under section 188 (1) of Companies Act. 2013. have been conducted at an ami''s length basis and are in ordinary course of business. There arc 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. Details of material contracts or arrangement or transactions at arm’s length basis in terms of section 134(3)(h) of the Companies Act. 2013 and ntlc 8(2) of the Companies (Accounts) Rules. 2014 in form AOC-2 is furnished herewith in Annexure B.

The Audit Committee, at the beginning of the financial year granted omnibus approval for the related party transactions w hich arc of repetitive nature and entered in the ordinary course of business and at arm’s length. The Board of Directors of the Company also approved the same. All related party transactions are placed before the Audit Committee for review and approval.

The policy on Related Party Transactions as approved by the Board is placed on the website of the Company www.krishnaventuresltd.com.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS

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

26. AUDITORS & AUDITORS’ REPORT

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013. M/s Rajccv Malhotra & Associates. Chartered Accountants. (Finn Registration No. 021479N). New Delhi, were appointed by the Audit Committee and by the Board appointed as Statutory Auditors of the Company for a tenn of five consecutive y ears, to hold the office from the conclusion of Fortieth Annual General Meeting until the conclusion of Forty Fifth Annual General Meeting to be held in the year 2027. The Board recommends the appointment of M/s Rajeev Malhotra & Associates. Chartered Accountants, as the Statutory Auditors of the Company for your approval.

The Statutory Auditors M/s Rajeev Malhotra & Associates, have submitted their Report on the Financial Statements of the Company for the Financial Year 2022-23, which forms part of this Annual Report.

There is a legal case pending before the Mumbai High Court with respect to the Deed of assignment entered by the Company for acquiring the property rights of the Land mentioned under Note no. 4 of the Financial Statement under the head other Non-Current Assets. Since the case is pending before Mumbai High Court since 2013. the outcome of the matter cannot be known at this point. The management is advised to seek a legal opinion.

(i) SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act. 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the Company appointed Mr.Aakash Gocl, the proprietor of M/s. G Aakash & Associates. Company Secretaries (ACS No. A57213; CP No.: 21629), to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

The Report of the Secretarial Audit Report is furnished herewith in Anncxure A.

27. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) 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 as on March 31. 2023 is furnished herewith in Anncxure C. The Company lias not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions mle 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.

28. DISCLOSURE ON SEXUAL HARASSMENT

The Company during the year under the review lias not received any complaints pertaining to sexual harassment at the work place.

29. CORPORATE GOVERNANCE

The Company lias complied with the Corporate Governance requirements under the Companies Act. 2013 and as stipulated under the Listing Regulations. 2015. A separate section on Corporate Governance under the Listing Regulations. 2015 along with a certificate from the auditors confirming the compliance, is annexed and forms part of this Annual Report.

30. BUSINESS RESPONSIBILITY REPORT

Pursuant to regulation 34 of the Listing Regulations, 2015. Business Responsibility Report is not applicable to the Company.

31. CONSOLIDATED FINANCIAL STATEMENTS

Since the Company does not have any Subsidiary company or Associate company, the provisions regarding consolidated financial statements do not apply.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act. 2013 read w ith rule 8 of the Companies (Accounts) Rules. 2014. are as below:

• Energy Conservation: During the period under review there has been optimal Energy Conservation.

• Technology Absorption: During the period under review there was no Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

33. BOARD COMMITTEES

The Company has three Committees of Board, viz. (i) Audit Committee, (ii) Stakeholders'' Relationship Committee and (iii) Nomination and Remuneration Committee.

Details of all the Committees along w ith their composition, terms of reference and meetings held during the year are provided in report on Corporate Governance, forming part of this Annual Report.

34. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations arc committed to the pursuit of achieving high levels of operating performance and cost competitiv eness, consolidating and building for growth, enhancing the productiv e asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and dev elopment.

35. ACKNOWLEDGEMENTS

Your Directors thank the various Central and Shite Government Departments. Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknow ledge all stakeholders of the Company viz. members, customers, dealers, vendors, banks and other business partners for the excellent support receiv ed from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

36. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

By the order of the Board of Directors of

KRISHNA VENTURES LIMITED

Sd/-

(RATISH TAGDE)

Chairperson DIN: 00024465

Place: Mumbai

Date: September 06. 2023

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Mar 31, 2015

TO THE MEMBERS OF KRISHNA VENTURES LIMITED

The Directors take pleasure in presenting the Thirty Third Annual Report together with the audited financial statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(In Lakhs)

2014-15 2013-14

Total Income 251.75 104.69

Gross Profit 117.83 62.83

Depreciation NIL NIL

Interest NIL NIL

Provision for Tax 37.75 12.60

Net Profit 80.08 50.23

Proposed Dividend NIL NIL

Balance b/f 123.36 73.47

Profit c/f to Balance Sheet 195.61 123.36



2. DIVIDEND:

(i) No Dividend was declared for the current financial year due to conservation of Profits.

(ii) Since there was no unpaid / unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

3. SHARE CAPITAL:

During the year, there were no changes in the capital structure of the company. The paid up Equity Share Capital as on 31st March, 2015 was 10.8 Crore. As on 31st March, 2015, Directors of the Company hold shares of the Company the details whereof are given in the Extract of Annual Return (Form No. MGT-9) in "Annexure II" to the Director's Report.

a) Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

b) Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

4. FINANCE

Cash and cash equivalent as at 31st March, 2015 is 4.34 Lakh. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5. DEPOSITS:

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements forming part of this Annual Report.

7. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the year under review, the total income of the Company increase to Rs. 251.75 Lakh as compared to the financial year ended 2014 which was Rs. 104.69 Lakh. Thus, during the financial year 2014-15, the total income of the Company increased by 140.47%.

Increase in total income leads to increase in the Gross Profit of the Company to Rs. 117.84 Lakh in the financial year 2014-15 whereas the Gross profit for the financial year 2013-14 was Rs. 62.83 Lakh. Thus, the Gross Profit of the Company increased by 87.55% during the financial year 2014-15.

Net Profit of the Company in the financial year 2014-15 increased to 80.08 Lakh as compare to the financial year 2013-14 in which the Net Profit was Rs. 50.23 Lakh. Thus, the Net Profit increased by 59.43 % during the financial year 2014-15.

8. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, annexed to this Directors' Report, provides a more detailed review of the operating performance.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. MATERIAL CHANGES/ COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

11. BUSINESS RISK MANAGEMENT:

The Company has laid down a well-defined Risk Management Mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detail exercise is being carried out to identify, evaluate, manage and monitoring of both business and non business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

12. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Strong Internal Control Culture is pervasive in the Company in commensuration with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the organization. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board

The Company has appointed M/s. G.S. Doot & Co., Chatered Accountant as Internal Auditor of the Company pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the policy is posted on the website of the Company.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. APPOINTMENT:

(i) Mr. Vijay Khetan as Chairman & Managing Director:

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr Vijay Khetan as Managing Director of the Company who shall be designated as Chairman & Managing Director, for the period of five years commencing from 31st January 2015 to 30th January, 2020. The Board of Directors recommends his appointment as Chairman and Managing Director of the Company.

The further details about Mr. Vijay Khetan are given in the Corporate Governance Report as well as in the Notice of ensuing Annual General Meeting being sent to the shareholders along with the Annual Report.

(ii) Mr. Pramod Kumar Khandelwal as Chief Financial Officer (CFO):

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee and consequent to the approval of the Audit Committee, appointed Mr. Pramod Kumar Khandelwal as Chief Financial Officer (CFO) with effect from 5th March, 2015.

Mr. Khandelwal has 36 years of rich experience in the Banking Sector. He was associated with Union Bank of India as Deputy General Manager and was instrumental in overall performance of Union Bank Branches across the country. The Board is in onion that the appointment of Mr. Khandelwal as Chief Financial Officer (CFO) of the Company shall be beneficial in terms of achieving optimal financing structure and to achieve long term strategic and business objective.

The further details about the Mr. Khandelwal are given in the Extract of Annual Return (Form MGT – 9) as per "Annexure II"

(iii) Ms. Krishna Parekh as Company Secretary and Compliance Officer

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, appointed Ms. Krishna Parekh who possesses the require qualification as the Company Secretary and who shall also act as Compliance Officer of the Company as per the provisions of the Listing Agreement, with effect from 05th March, 2015.

The further details about Ms. Krishna Parekh are given in the Extract of Annual Return (Form MGT – 9) as per "Annexure II"

2. DECLARATION BY INDEPENDENT DIRECTORS:

Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013; stating that they meet the criteria of the Independence as provided in sub section (6). The profile of the Independent Directors forms the part of the Corporate Governance Report.

3. RETIRE BY ROTATION:

In accordance with the applicable provisions of Section 152(6) of the Companies Act, 2013, Mrs. Meena Khetan, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends her reappointment.

4. RESIGNATION OF MS. BEENA AGARWAL:

Mrs. Beena Agrawal, an Independent Director, resigned from the directorship of the Company with effect from 30th April, 2015. The Board considered and recorded the said resignation in its meeting held on 16th May, 2015.

16. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working if its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

18. MEETINGS:

During the year, five Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in note no.1of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been 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. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. 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.

The Audit Committee, at the beginning of the financial year granted an omnibus approval for the related party transactions for the financial year 2014-15. The Board of Directors of the Company also approved the same.

The policy on Related Party Transactions is approved by the Board during the year.

None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

22. AUDITORS:

STATUTORY AUDITORS:

The Company, pursuant to section 139 of the Companies Act, 2013 and rules framed there under, in the previous Annual General Meeting held on 9th August, 2014, had appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, as the Auditor of the Company who shall hold office till the conclusion of third consecutive Annual General Meeting there from, on such remuneration as may be determine by the Board after discussion with Audit Committee and the Auditors.

M/s Bansi S. Mehta & Co., have express their willingness to continue as the Statutory Auditor of the Company and has furnished a certificate of their eligibility and consent under section 141 of the Companies act, 2013 and the rules framed there under. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Board recommends ratification of the appointment of M/s Bansi S. Mehta & Co. at the ensuing Annual General Meeting of the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Kaushal Dalal& Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure I".

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS:

(i) STATUTORY AUDITOR:

The observations and comments given in the report of the Auditors read together with notes to accounts are self explanatory and hence do not call for any further explanation or comments under Section 134(f)(i) of the Companies Act, 2013.

(ii) SECRETARIAL AUDITOR:

With reference to the observations / qualifications made in the said report, Board of Directors clarifies as follows:

- As per the provisions of Section 203 of the Companies Act, 2013, a company is required to have a Company Secretary (CS) and Chief Financial Officer (CFO), with the immediate effect from the date of the notification of the said section i.e. 1st April, 2014; however, the Company has appointed the CS and the CFO w.e.f 5th March, 2015.

The Company was in search of the suitable candidate for the post of the Company Secretary and the Chief Financial Officer of the Company, once the suitable and appropriate candidate was available, the appointment of the Company Secretary and the Chief Financial Officer of the Company was accordingly made on 5th March, 2015.

- As per the provisions of the section 108 of the Companies Act, 2013 and the rules made there under, the Company should give notice of the e-voting to the shareholders along with the notice of the 32nd Annual General Meeting and publish the notice of e-voting in the newspaper before 5 days from the date of the commencement of the e-voting i.e. on 4th August, 2014; however, the Company has published the notice of the e-voting in newspaper on 2nd August, 2014.

Since, the Companies Act, 2013 was a new legislation which came into force on 1stApril, 2014, and the concept of the e-voting was very novel, the Directors of the Company was in a learning process of this new act, there was an inadvertent delay of the 3 days in the publishing the e-voting details in the newspaper, however, there was no intention to curb the interest of the members of the Company

- As per Section 149(6)(b) (ii) of the Companies Act, 2013 and the rules made there under, the Independent Directors should not be related to the promoters or any directors of the Company, its holding, subsidiary or the associate Company; however, Mrs. Beena Agarwal and Mr. Vijay Agarwal are related to each other and both are appointed as an Independent Directors of the Company

The Board of Directors of the Company was of interpretation that the Independent Directors should not be related to the existing Directors of the Company and the appointment of the Vijay Agarwal and Beena Agarwal was appointed on the same date i.e 31st March, 2014 and they were not related to existing Directors of the Company. However, the Board of Directors later comprehended the concept of the independent and rectified this appointment by the resigning Mrs. Beena Agarwal as Director from the Board of the Company.

24. PARTICULARS OF EMPLOYEES:

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 herewith in Annexure-III. The Company has not employed any individual whose remuneration falls beyond the purview of the limits prescribed under the provisions Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

25. DISCLOSUR ON SEXUAL HARASSMENT:

The Company during the year under the review has not any complaints pertaining to sexual harassment at the work place.

26. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to create value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

27. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

28. BUSINESS RESPONSIBILITY REPORT:

Pursuant to circular no. CIR/CFD/DIL/8/2012 dated 13th August, 2012 issued by Securities and Exchange Board of India (SEBI), Clause 55 of the Listing Agreement relating to Business Responsibility Report is not applicable to the Company.

29. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any Subsidiary Company or Associate Company, the provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement regarding consolidated financial statements do not apply.

30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are as below:

- Energy Conservation: During the period under review there was no Energy conservation

- Technology Absorption: During the period under review there was no Technology Absorption

- Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow

31. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure II".

32. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

33. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic market conditions affecting cost as well as the selling prices of the services, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Vijay Khetan

Place: Mumbai Chairman & Managing Director

Date: 16th May, 2015 DIN:00436052

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Mar 31, 2012

To The Member of Krishna Ventures Limited

The Directors have pleasure in presenting their 30th Annual Report on the business and operations of the company together with Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2012. A summary of Financial Results is given below:

FINANCIAL RESULTS: (Rs. In lacs)

Particulars 2011 - 2012 2010-2011

Total Income 67.53 36.78

Gross Profit 33.19 4.77

Depreciation Nil Nil

Interest Nil Nil

Provision for Tax 1.30 Nil

Net Profit 31.89 4.77

Proposed Dividend Nil Nil

Balance b/f 7.06 2.29

Profit c/f to Balance Sheet 38.95 7.06



OPERATIONAL REVIEW:

The Company operates in one segment only i.e. Business of Builder, Contractor, Developer and Consultancy. During the year under review, there is 83.60 % increase in income of the Company. The 50% of its revenue is from its consultancy business and rest is from the investment of idle funds. The Company is exploring various options for acquisition of suitable properties which will prove to be a viable business proposition.

RESERVES:

During the year under review, no amount was transferred to Reserves. However credit balance of Profit and Loss Accounts has been transferred to Reserves & Surplus in the Balance Sheet.

DIVIDEND:

In order to augment the financial position of the Company, your Directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL:

The Company has made a preferential allotment of 99,00,000 Equity shares of Rs. 10/- each at par to the promoters and non promoters. As on March 31, 2012, Paid - up Share Capital of the Company is Rs. 10,80,00,000/- divided into 1,08,00,000 equity shares of Rs. 10/- each fully paid- up.

SUBSIDIARIES:

The Company does not have any subsidiary Company.

FINANCIAL RESTRUCTURING - MERGER:

That in order to expand the business activities in other states of India and in view of maximizing Shareholders' wealth and other additional benefits, the Board has decided to acquire Rudra Mahima Business Ventures Limited (Transferor Company) ,a Jaipur based Company and merge it with Krishna Ventures Limited (Company).

Accordingly the Board has approved the Scheme of merger with swap ratio of 37 fully paid up equity shares of the Company for every 5 equity shares fully paid up held in the Transferor Company and filed the application with the High Court of Bombay and Jaipur. Both the courts have admitted the application and shareholders of the Company have approved the proposal in its Court Convened Meeting held on April 28, 2012 as per directions of Hon'ble High Court of Bombay and shareholders of Transferor Company had already given consents for the same.

PUBLIC DEPOSITS

The Company has not accepted any deposit from public within the meaning of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR'S OBSERVATIONS

Auditors have not put any adverse remarks or qualification in their audit report which is required to be commented in this report.

AUDITORS:

M/s Bansi S. Mehta & Co., Chartered Accountants, Auditors of the Company, who holds office until the Conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in-accordance with Section 224(1B) of the Companies Act, 1956.

The Board recommends their re-appointment for the current year to hold office from the conclusion of ensuing Annual General Meeting until, the conclusion of the next Annual General Meeting.

DIRECTORS

In accordance with Section 255 and S. 256 of the Companies Act, Mrs. Meena khetan, Director of the company, retire by rotation at the ensuring Annual General Meeting, has offered herself for reappointment.

Mr. Vijay Khetan is the executive director and Mrs. Meena Khetan, Mr. Ratish Tagde, Mr. Kishore Vussonji, Mrs. Savita Sonawane and Mr. Avinash Jagushte are other non executive directors.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under 217 (2AA) of the Companies Act, 1956, the discussions had with the Statutory Auditors and subject to disclosures in the Annual Accounts, The Directors states that:

1. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. They had 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 ended 31st March, 2012 and of the Profit or Loss of the Company for that year.

3. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. They had prepared the Annual Accounts on a going concern basis.

DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956:

As the Company is not carrying out any manufacturing activities, the provisions of the section 217(1)(e) of the Companies Act, 1956 read with the Companies Rule 2(A) and 2(B) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable. Reporting in the prescribed format has been made in Annexure-I.

During the year under consideration, the Company had no foreign exchange out go and no Foreign exchange income.

PARTICULAR OF EMPLOYEES

The statement of particulars of employees required under the section 217(2A) of the Companies Act, 1956 read with the Company's (Disclosure of Particulars of Employees) Rules, 1975 is not attached as none of the employees are covered under the said section.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are attached herewith forms part of the Directors' Report.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management Discussion and Analysis report is attached herewith forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the co-operation offered by the Stakeholders, banks, employees, State Government and Local authorities during the Year.

Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment made by every member of the Company.

For and on behalf of the Board

Sd/-

Vijay Khetan

Whole Time Director

Place: Mumbai

Date: May 19. 2012