Director's Report

Dear Shareholders,

Your Directors have pleasure in presenting the Twenty First Annual Report of the Company on the business and operations of the Company, together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Operational Performance:

During the year under review, the Company recorded total revenue of Rs. 898.41/- Lac as compared to Rs. 3,050.41/- Lac recorded during the previous year. The Company recorded a net profit of Rs. 91.98/- Lac as compared to net profit of Rs. 108.06/- Lac during the previous year. The Basic Earnings per Share for the year ended 31st March, 2015 is Rs. 0.33/- as against Rs. 0.39/- for the corresponding previous year ended March 31, 2014.

Dividend:

To strengthen the long-term prospects and ensuring sustainable growth in assets and revenue, it is important for your Company to evaluate various opportunities in the different business verticals in which your Company operates. Your Company currently has several projects under implementation and continues to explore newer opportunities. Your Board of Directors, considers this be in the strategic interest of the Company and believe that this will greatly enhance the long-term shareholders' value. In order to fund these projects in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014 - 15.

Transfer to Reserves:

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

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Audit Committee:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is applicable to the Company.

The Company had 4 Audit Committee Meetings during the Financial Year under review.

Stakeholders Relationship Committee:

The provision of section 178 of the Companies Act, 2013 is applicable to the Company

The Company had 4 Meetings during the Financial Year under review.

Company's Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 have formed by Nomination & Remuneration Committee.

Change in Registered Office:

During the financial year, your Company has changed its registered office within the local limit of Mumbai from Umerji House, 202, 2nd floor, Teli Gully Andheri (E), Mumbai (MH)-400069 to 'SRI KRISHNA', Unit No.805 & 806, 8th Floor, New Link Road, Andheri (W), Mumbai (MH)-400053 with effect from 1st May 2014.

Segment Performance:

At present Company is engaged in the business of real estate development and there is no separate reportable segment.

Listing:

As on date all the 2,80,00,000 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE). The Listing fees have been paid to the Bombay Stock Exchange Limited (BSE) for the year 2015-16.

Depository:

Equity shares of the Company are traded in D'mate 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).

Fixed Deposits:

Your Company has not accepted any deposits from public during the year under review and as such, no amount of principle or interest was outstanding as on the balance sheet date.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the stock exchange, is presented in a separate section forming part of this annual 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 Clause 49 of the Listing Agreement with the stock exchange form part of the Annual Report.

Your Company has complied with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report.

Certificate from the Auditors of the Company, M/s Khandelwal & Khandelwal Associates confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Cash Flow Statement:

In conformity with the provisions of the Companies Act, 2013 and Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2015 is annexed hereto.

Directors and Key Managerial Person:

Retire by Rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Naveen Kumar Jain (DIN 00117876), Non-Executive Director retiring by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Woman Director:

Ms. Prakshali Jain (DIN 06977691) has been appointed as additional Director under the provisions of Listing Agreement and she also meets the criterion of woman Director as provided under Section 149(1) of the Companies Act, 2013. It is proposed to appoint her in the ensuing Annual General Meeting as Non Executive Directors in terms of provisions of section 149, 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and also Clause 49 of the Listing Agreement. Resolution to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

Independent Director:

Mr. Shailesh Kumar Jain (DIN 02390457) has been appointed as Additional Director under the provisions of Listing Agreement and he also meets the criterion of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint him in the ensuing Annual General Meeting as Independent Directors in terms of provisions of section 149,150, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and also Clause 49 of the Listing Agreement for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and resolutions to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

Pursuant to the provisions of Section 160 of the Companies Act, 2013, the Company has received a Notice in writing, signifying his intention to propose the candidatures of the said two Directors Ms. Prakshali Jain and Mr. Shailesh Kumar Jain for the offices of the directors of the Company. In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of Director by rotation shall not be applicable to appointment of Independent Directors.

In compliance with the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, brief resume, expertise and other details of Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

Declarations by Independent Director

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

Key Managerial Person:

Ms. Priyanka Saraf has been resigned from the post of Company Secretary w.e.f. 25.01.2015 and Mr. Mayank Lashkari has appointed as Company Secretary of the Company w.e.f. 14.02.2015.

Secretaries, Mumbai have been appointed as Secretarial auditors of the Company. The report of the Secretarial auditors is enclosed as Annexure 'A' to this report. The report is self-explanatory and do not call for any further comments.

Internal Audit & Controls:

Pursuant to Section 138 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of Company has appointed M/s M A K & Associates, Chartered Accounts, Indore as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Cost Compliance Report:

In order to comply with the notifications and circulars issued by Ministry of Corporate Affairs (MCA), the Company has filled the Cost Compliance Report for the year 2013-14.

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) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

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

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.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, 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>

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, (Firm Regn No: 008389C) has appointed as a Statutory Auditors of the Company in the 20th AGM until 23rd AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provision of section 139 of the Companies Act, 2013 and rules framed thereunder, it is proposed to ratify appointment of M/s. Khandelwal & Khandelwal Associates Statutory Auditor of the Company from the conclusion of the forthcoming AGM till the subsequent AGM.

Auditors' Reports

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s B. K. Pradhan & Associates, Company Investors Relation/Code of Conduct/Vigil Mechanism Policy link.

Related Party Transactions:

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure 'B'.

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 thereunder and the Listing Agreement. 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.

Risk management policy:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in Management Discussion and Analysis.

Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report asAnnexure'C'.

Disclosure of 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.

Subsidiaries, Joint Ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate Company

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 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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, 2015, 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.

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 notes to the Financial Statements.

Number of Board Meetings held:

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015.

The dates on which the meetings were held are as follows :

12th April, 2014, 30th May, 2014, 14th July, 2014, 14th August, 2014, 14th November, 2014 and 14th February, 2015.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / 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 hereunder:

Acknowledgment:

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 Directors also place on record their sincere appreciation to the employees at all levels for their continuing support and efforts in ensuring the heights of success. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors

Sunil Kumar Jain

Managing Director DIN 00101324

Mukesh Kumar Jain

Director DIN 00392364

Place: Indore

Date : 14.08.2015