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SKM Egg Products Export (India) Ltd.

BSE: 532143 Sector: Agri and agri inputs
NSE: SKMEGGPROD ISIN Code: INE411D01015
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VOLUME 164
52-Week high 116.30
52-Week low 60.50
P/E 138.95
Mkt Cap.(Rs cr) 209
Buy Price 78.20
Buy Qty 53.00
Sell Price 79.20
Sell Qty 49.00
OPEN 78.30
CLOSE 79.90
VOLUME 164
52-Week high 116.30
52-Week low 60.50
P/E 138.95
Mkt Cap.(Rs cr) 209
Buy Price 78.20
Buy Qty 53.00
Sell Price 79.20
Sell Qty 49.00

SKM Egg Products Export (India) Ltd. (SKMEGGPROD) - Director Report

Company director report

Dear Shareholders

Your Board of Directors has immense pleasure in presenting the 21st Annual Report ofSKM EGG PRODUCTS EXPORT (INDIA) LIMITED along with the Audited Financial Statement ofAccounts for the year ended 31st March 2016.

1. SUMMARISED FINANCIAL HIGHLIGHTS

(Rs. in Lacs)
Financial Parameters For the Year ended 31st March 2016 31st March 2015
Total Income 28268.56 28714.86
Profit/ (Loss) before Interest and Depreciation and Tax 4775.99 5317.06
Less: Financial Cost 253.58 503.62
Depreciation & Amortization 1207.51 1330.87
Profit Before tax 3314.90 3482.58
Less: Provision for Tax
Current 1223.38 467.34
MAT Credit entitlement 0.00 0.00
Deferred Tax (173.45) 496.50
Profit After Tax and available for appropriation 2264.97 2518.74
Appropriations
Proposed dividend 263.30 263.30
Dividend Distribution Tax 53.91 53.91
Surplus carried to Balance Sheet 1947.76 2201.53

2. OPERATIONS:

The Company's total revenue is Rs.282.69 Crores during the current year as againstRs.287.15 Crores during the previous year. The export during the year has been Rs.254.83Crores as compared to Rs.258.74 Crores during the previous year 2014-15.

3. DIVIDEND:

The Board of Directors meeting held on 16 th March 2016 declared interim dividend atthe rate of Rs.1/- per equity share on face value of Rs.10/- each for the financial year2015-16. Hence your directors have not recommended any final dividend for the financialyear 2015-16.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board of the company has decided/proposed to carry Rs. NIL to its reserves.

Reserve Amount (Rs)
Transfer to Statutory Reserve NIL
Transfer to Capital Reserve NIL
Transfer to General Reserve NIL
Transfer to Investment Reserve NIL
Transfer to Special Reserve NIL

5. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2016 was Rs. 26 33 00000 /-. Duringthe year under review the company has not issued any shares or any convertibleinstruments.

6. CORPORATE GOVERNANCE:

The Company has obtained a Certificate from its Statutory Auditors regarding complianceof the conditions of Corporate governance as stipulated in Regulations 27 of SEBI(Listing Obligation & Disclosure requirements) Regulations 2015 which together withthis Report on Corporate Governance is annexed to the Directors' Report and shall be sentto all the members of the Company and the Stock Exchanges along with the Annual Report ofthe Company. (Refer Appendix - A).

7. DEMATERIALISATION OF SHARES:

88% of the company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2016 and balance 12% is in physical form. The Company's Registrar is M/s S.K.D.C.Consultants Ltd. having their registered office at Kanapathy Towers 3rd Floor 1391/A1Sathy Road Ganapathy Coimbatore - 641 006.

8. NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met 5 times during the financial year from 1st April 2015to 31st March 2016. The dates on which the meetings were held are as follows: 20.05.201529.07.2015 30.10.2015 27.01.2016 and 16.03.2016.

9. INVESTOR EDUCATION AND PROTECTION FUND:

As per the Companies Act 2013 dividend unclaimed for more than seven years from thedate of declaration is to be transferred to investor education and protection fund. Duringthe financial year 2015-16 the Company has not transferred any fund.

10. BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withSEBI (Listing Obligation & Disclosure requirements) Regulations 2015 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company. The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues. In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe Company are imperative. The common risks inter alia are: Regulations CompetitionBusiness risk Technology obsolescence Investments retention of talent and expansion offacilities. Business risk inter-alia further includes financial risk political riskfidelity risk legal risk. As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

The Directors confirm that the Internal Financial Controls (IFC) are adequate withrespect to the operations of the Company. A report of Auditors pursuant to Section 143(3)(I)of the Companies Act 2013 certifying the adequacy of Internal Financial controls isannexed with the Auditors Report.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Board of Directors had formed a CSR comprising of 1.Dr.L.M.Ramakrishnan2.Shri.C.Devarajan and Smt.SKumutaavalli. During the year 2015-2016 the Committee metonce i.e. on 16.03.2016.The Minutes of the CSR Committee are noted by the Board.

The details of the composition of the Committee meetings held attendance at themeetings along with sitting fees paid are given in Table.

NAME CATEGORY POSITION NO.OF MEETINGS SITTING FEES
Held Attended PAID (In Rs.)
Dr.L.M.Ramakrishnan ID* Chairman 1 Yes NIL
Shri.C.Devarajan ID* Member 1 Yes NIL
Smt.S.Kumutaavalli NED** Member 1 Yes NIL

(*ID-Independent Director

** Non-executive Director)

The report on CSR activities form a part of financial statement.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

14. RELATED PARTY TRANSACTIONS:

All the transaction entered into with related parties during the financial year were onan arm's length basis and were in the ordinary course of business. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee for its omnibus approval. Since there are notransactions which are not on arm's length basis and material in nature Form AOC-2 is notbeing annexed.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules thereunder and the Listing Agreement. This Policy was considered and approved by theBoard has been uploaded on the website of the Company at www.skmegg.com.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of activities of the Company the provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014relating to conservation of energy technology absorption and foreign exchange earningsand outgo is given in the Appendix-B to this report.

16. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return pursuant to the provisions of section 92 of theCompany Act 2013 read with rule 12 of the

companies management and administrative rule 2014 in Form MGT-9 is annexed herewith asAppendix-C.

17. DETAILS OF DIRECTORS & COMMITTEES:

A. Composition:

The Company has a very balanced and diverse Board of Directors which primarily takescare of the business needs and stakeholders' interest. The Non-executive Directorsincluding Independent Directors on the Board are experienced competent and highlyrenowned persons from the fields of manufacturing finance & taxation economics lawgovernance etc. They take active part at the Board and Committee Meetings by providingvaluable guidance to the Management on various aspects of business policy directiongovernance compliance etc. and play critical role on strategic issues which enhances thetransparency and add value in the decision making process of the Board of Directors. Thecomposition of the Board also complies with the provisions of the Companies Act 2013 andthe SEBI (Listing Obligation & Disclosure requirements) Regulations 2015 as at theend of corporate financial year 2016 the total Board strength comprises of the following:

Executive Director 2
Non-Independent Directors & Non-Executive Directors 2
Independent Directors 5
Nominee Director - TIDCO 1
Total Strength 10

B. Particulars of Directorships of other Companies:

OTHER DIRECTORSHIPS

Name of the Director and Designation Name of the Company Position
Shri.SKM Maeilanandhan (Executive Chairman) SKM Animal Feeds and Foods (India) Private Ltd Whole-time Director
SKM Siddha and Ayurvedha Company (India) Private Limited Director
SKM Universal Marketing Company India Private Limited Director
Agro Corpex India Limited Director
Shri.SKM Shree Shivkumar (Managing Director) SKM Siddha and Ayurvedha Company (India) Private Limited Managing Director
SKM Universal Marketing Company India Private Limited Director
SKM Shrees Farms India Private Limited Director
SKM Shree Developers India Private Limited Director
SKM Shree Herbals India Private Limited Director
SKM Shree Energy India Private Limited Director
SKM Shrees Properties India Private Limited Director
Smt.S.Kumutaavalli (Non-Executive Director) SKM Siddha and Ayurvedha Company (India) Private Limited Whole-Time Director
SKM Universal Marketing Company India Private Limited Director
SKM Shree Developers India Private Limited Director
SKM Shree Herbals India Private Limited Director
SKM Shrees Properties India Private Limited Director
Shri.S.M.Venkatachalapathy (Non-Executive Director) SKM Siddha and Ayurvedha Company (India) Private Limited Director
SKM Shrees Farms India Private Limited Director
SKM Shree Energy India Private Limited Director
Shri.P. Kumarasamy (Independent Director) SKM Universal Marketing Company India Private Limited Director
Dr.L.M.Ramakrishnan (Independent Director) Ponni Sugars(Erode) Ltd Director
Knitvel Needles (PVT) Ltd (India) Limited Director
Erode Medical Suppliers(P) Ltd Managing Director
Hawker & West off Shoring Consulting Services (P)Ltd Director
Shri.C.Devarajan Bharathiya School of Management Director
(Independent Director) OREOPS Framework Private Limited Director
Madras Institute of Project Management Consultancy (P) Ltd Director
URC Creative Developers (P) Ltd Director
URC Infotec (P) Ltd Managing Director
URC Power Product (P) Ltd Director
Erode Textile Mall Private Ltd Director
Ulavar Kalangium Ltd Managing Director
Five P Venture India (P) Ltd Managing Director
URC Salmoc J V Infrastructure Private Limited Director
Texvally Weekly Market Ltd Director
Texvally Market Limited Director
Institute for Lean Construction Excellence Director
Shri.M.Chinnian (Independent Director) SKM Universal Marketing Company India Private Limited Director
Shri.B.Ramakrishnan (Nominee Director) Vishnu Fabrics Private Limited Director
Occimum Pharma Private Limited Director
TIDCO Saptarishi Agro Industries Limited Director
Sattva Agro Expo Private Ltd Director
Devaraj Agro Industries Private Limited Director
Nilgiris Flower Company Limited Director
Intgen Agro Products Limited Director
Tamil nadu Telecommunication Limited Director
Shri.D.Venkateswaran (Independent Director) Balkart Brothers (India) Private Limited Director
Ulavan Producer Company Limited Director
Mega Agri Business Consortium Producer Company Ltd. Director

C. No. of other Board Committees in which they are Members / Chairman:

S.No. Name of Directors Audit Committee Stakeholders Relationship Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee
1. Smt.S.Kumutaavalli - - - Member
2. S.M.Venkatachalapathy - - Member -
3. Dr.L.M.Ramakrishnan Member Member Chairman Chairman
4. Shri.C.Devarajan - - - Member
5. Shri.M.Chinnian Chairman Member Member -
6. Shri.B.Ramakrishnan Member - - -
7. Shri.P.Kumarasamy - Chairman - -
8. Shri.D.Venkateswaran - - - -

17.1 ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUALDIRECTORS.

Pursuant to the provisions of Section 134 (3) (p) 149(8) and Schedule IV of theCompanies Act 2013 and SEBI (Listing Obligations and disclosures requirements)Regulations 2015 Annual Performance Evaluation of the Directors as well as of the AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship Committee hasbeen carried out. The Performance Evaluation of the Independent Directors was carried outby the entire Board and the Performance Evaluation of the Chairman and Non- IndependentDirectors was carried out by the Independent Directors. The independent Directors of thecompany have also convened a separate meeting for this purpose.

17.2 REMUNERATION POLICY

A. Policy on remuneration to Non-Executive Directors/Independent Directors

The policy of the Company based on the recommendation of the Nomination &Remuneration Committee for the payment of remuneration to Non-executiveDirectors/Independent Directors of the company is that the Non-Executive Directors will bepaid only sitting fees for attending Board and Committees of the Board which is fixedwithin the limits of Companies Act 2013 and SEBI (Listing Obligations and disclosuresrequirements) Regulations 2015.

B. Policy on remuneration to MD & Executive Director Key Managerial Personnel andother employees

The Compensation/Remuneration policy of the Company as approved by the Board containsthe policy for payment of remuneration to Executive Directors including MD & Keymanagerial personnel and for the employees of the Company.

17.3 MEETINGS

During the year Five Board Meetings and One independent directors' meeting were held.The Details of which are given in

Corporate Governance Report.

17.4 AUDIT COMMITTEE:

i) Terms of reference:

The Audit Committee reviews the audit report submitted by the Internal Auditors andStatutory Auditors financial results effectiveness of internal audit processes and theCompany's risk management strategy. It reviews the Company's established Systems and theCommittee is governed by a Charter which is in line with the regulatory requirementsmandated by the Companies Act 2013 and SEBI (Listing Obligations and disclosuresrequirements) Regulations 2015.

The Board has accepted the audit committee recommendations during the year wheneverrequired and hence no disclosure is required under section 177(8) of to companies act2013 with respect to rejection of any recommendations of Audit committee by the Board.

ii) Composition :

The Audit Committee of the Company consists of three Independent Directors. TheChairman of the Audit Committee is financially literate and majority of them havingaccounting or related financial management experience. Representative of Statutory Auditoris permanent invitee. Company Secretary acts as Secretary to the Committee.

iii) No. of Meetings held during the year :

During the year the Committee had 4 Meetings i.e. 20.05.2015 29.07.2015 30.10.2015and 27.01.2016.

iv) Composition name of Members and attendance during the year:

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri.M.Chinnian Chairman 4 3
Shri.L.M.Ramakrishnan Member 4 4
Shri.B.Ramakrishnan Member 4 4

17.5 NOMINATION AND REMUNERATION COMMITTEE:

i) Terms of reference:

This Committee shall identify the persons who are qualified to become Directors of theCompany / who may be appointed in Senior Management in accordance with the criteria laiddown recommend to the Board their appointment and removal and also shall carry outevaluation of every director's performance. Committee shall also formulate the criteriafor determining qualifications positive attributes Independent of the Directors andrecommend to the Board a Policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees. ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one Non-Executiveand two Independent

Directors including Chairman.

iii) No. of Meetings held during the year:

During the year the Committee had 3 meetings on 20.05.2015 29.07.2015 and 27.01.2016.

iv) Composition name of Members and attendance during the year:

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri.L.M.Ramakrishnan Chairman 3 3
Shri.S.M.Venkatachalapathy Member 3 2
Shri.M.Chinnian Member 3 3

17.6 STAKEHOLDERS RELATIONSHIP COMMITTEE:

i) Terms of reference:

The Committee focuses primarily on monitoring expeditious redressal of investors /stakeholders grievances and also functions in an efficient manner that all issues /concerns stakeholders are addressed / resolved promptly.

ii) Composition of the Committee:

The Committee consists of one Non-Executive and two Independent Directors.

iii) No. of meetings held and attended during the year :

During the year the 4 Stakeholders Relationship Committee Meetings were held i.e. on20.05.2015 29.07.2015 30.10.2015 and 27.01.2016.

The attendance of the Members at the meeting was as under :

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri. P. Kumarasamy Chairman 4 4
Shri. LM. Ramakrishnan Member 4 4
Shri. M. Chinnian Member 4 3

iv) Name and Designation of Compliance Officer:

Mr. Sekar. P Company Secretary and Compliance Officer.

Shareholder's Services:

S.No. Nature of Complaints 2015-2016
Received Answered
1st Quarter - - -
2nd Quarter - - -
3rd Quarter - - -
4th Quarter - - -

17.7 GENERAL BODY MEETINGS:

Location and time for the last two AGMs:

Year Date Venue Time Special Resolution
2013-2014 10.09.2014 N.S.A Mahal Club Melaange 314315 Perundurai Road Erode - 638 011 4.00 P.M Special Resolutions have been passed
2014-2015 23.09.2015 N.S.A Mahal Club Melaange 314315 Perundurai Road Erode - 638 011 4.00 P.M Special Resolutions have been passed

18. INDEPENDENT DIRECTORS MEETING:

During the year under review the Independent Directors of the Company met on16.03.2016 inter alia to discuss:

i) Evaluation of performance of Non- Independent Directors and the Board of Directorsof the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company taking into views ofExecutive and Non-Executive Directors.

iii) Evaluation of the quality content and time lines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

19. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations anddisclosures requirements) Regulations 2015.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THECOMPANIES ACT

2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditorduring the course of their audit.

21. MATERIAL CHANGES AND COMMITMENT'S AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes or commitments affecting the financial position of thecompany during the year.

22. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY INCLUDED IN THECONSOLIDATED FINANCIAL STATEMENTS.

The company has foreign subsidiary. The statement pursuant to section 129 (3) CompaniesAct 2013 containing the salient features of the financial statement of subsidiary companyforms part of this Annual Report.

The board has approved a policy for determining material subsidiary which has beenuploaded on the company's website viz. www.skmegg.com

23. FIXED DEPOSITS

During the year the company did not accept or renew any fixed deposits and no fixeddeposits remained unclaimed with the company as on 31st March 2016.

24. INTERNAL COMPLAINTS COMMITTEE:

Your company has upheld the letter and spirit contained in “The Sexual Harassmentof Women at Workplace (Prevention prohibition and Redressal) Act 2013”.(the act).Board of Directors had resolved to constitute Internal Complaints Committees to functionas per the provisions laid down in the Act and also to support the women employees by wayof counseling.

a. No. of complaints received in the year 2015 - 2016 : NIL
b. No. of complaints disposed of during the year 2015 - 2016 : NIL
c. Nature of action taken by the employer/district officer : NIL

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. S. Kumutaavalli Director of the company retires by rotation at the ensuringAnnual General Meeting and being eligible offers herself for re-appointment. YourDirectors recommend her re-appointment.

Key Managerial personnel of the company as required pursuant to section 2(51) and 203of the Companies Act 2013 are Shri. SKM. Maeilanandhan Executive Chairman Shri. SKMShree Shivkumar Managing Director Shri. K.S. Venkatachalapathy Chief Financial Officerand Shri. P. Sekar Company Secretary.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and disclosures requirements) Regulations 2015 with thestock exchanges in India is presented in a separate section forming part of this AnnualReport in Appendix-D.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 financialcontrols were adequate and were operating effectively.

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

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

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

29. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2016.

30. AUDITORS:

30.1 STATUTORY AUDITORS

M/s. N.C. Rajagopal & Co. Chartered Accountants Erode (Firm RegistrationNo.003398S) the present statutory auditors of the company retires at the ensuing AnnualGeneral Meeting and are eligible for reappointment and the Company proposes to reappointM/s. N.C. Rajagopal & Co. Chartered Accountants as statutory auditors of the companyfrom the conclusion of the ensuing Annual General Meeting up to the conclusion of nextAnnual General Meeting of the Company.

30.2 SECRETARIAL AUDITOR

The Board had in its meeting dated 29th July 2015 appointed Mr. V. Ramkumar CompanySecretary in Practice Coimbatore. (CP No.:3832 Membership No: FCS 8304) to undertakethe secretarial audit of the company for the year ended 31st March 2016 in compliancewith the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

30.3 INTERNAL AUDITOR

Mr. R.Muralidharan B.Com FCA. Chartered Accountant performs the duties of internalauditor of the company and their report is reviewed by the audit committee from time totime.

31. COMMENTS ON AUDITORS' REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. N.C. Rajagopal & Co. Statutory Auditors and Mr. V. Ramkumar Secretarial auditorin their reports.

32. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129 of the Companies Act 2013 the Company has prepared aConsolidated Financial Statements of the Company and also of its Subsidiary “SKMEurope BV” Utrecht the Netherlands in same form and manner as that of the Companywhich shall be laid before the ensuing Annual General Meeting of the Company along withlaying of the Company's Financial Statement under section 129 sub-section (2) i.e.Standalone Financial Statement of the Company.

33. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

No Loans given investment made guarantees given and securities provided pursuant tothe provisions of section 186 of the Companies Act 2013 during the year 2015 - 16.

34. PARTICULARS OF EMPLOYEES:

Details pursuant to section 197(12) of the Companies Act 2013 read with Companies(Appointment and Remuneration of managerial personnel) Rules 2014 form part of this reportas Appendix - E.

35. STOCK EXCHANGE INFORMATION:

The Company's Equity Shares are listed on:

1. BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 and

2. NSE Limited “Exchange Plaza” Bandra-Kurla Complex Bandra East Mumbai-400 051.

The annual listing fees have been paid to all the Stock Exchanges as mentioned above..

Movement in the Market Price of the Company 'S Shares on the National Stock Exchange

NSE
Month High (Rs) Low (Rs) Quantity (Nos)
Apr-15 193.95 141.30 547642
May-15 176.70 125.00 284017
Jun-15 140.00 110.10 193434
Jul-15 154.00 121.25 1793358
Aug-15 147.00 111.00 1132141
Sep-15 158.00 123.60 1320367
Oct-15 225.00 157.80 674526
Nov-15 194.90 145.00 204555
Dec-15 185.90 160.10 157736
Jan-16 194.90 121.00 2392632
Feb-16 130.00 78.60 2998775
Mar-16 119.00 83.00 3260947

36. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report in prescribed format MR 3 given by the Company Secretary InPractice is annexed to the Board Report. (Refer Appendix-F).

37. INTERNAL CONTROLS:

The Company has a system of internal control which examines both the financialeffectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/ regulatory compliances.

38. INSIDER TRADING CODE:

The Company has formulated a code for prevention of Insider Trading pursuant toSecurities and Exchange Board of India (Insider Trading) (Amendment) Regulation 2002 toprevent the practices of Insider Trading. Mr. P. Sekar Company Secretary has beendesignated as Compliance Officer for this purpose. Senior Management of the Company hasaffirmed compliance with the Code of Conduct. The Company has duly complied with all themandatory listing agreement.

39. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during theyear.

40. CEO/CFO CERTIFICATION:

Under Regulation 33 (2) (a) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Chief Executive Officer and Chief Financial Officer of the Companyhave certified regarding the Certification of the Financial Statements for the year hasbeen submitted to the board of Directors in its meeting held on 25th May 2016. which isannexed to this Report in Appendix-I.

41. MEANS OF COMMUNICATION:

The quarterly unaudited and annual audited financial results were published innationally circulated newspapers in English such as Business Line and in regionallycirculated in Daily Thanthi and Dinamalar. The results were also displayed on theCompany's website www.skmegg.com.

42. GENERAL INFORMATION FOR SHAREHOLDERS

ANNUAL GENERAL MEETING

Date : 02.09.2016
Time : 4.00 P.M
Venue : Regd. Office : 185 Chennimalai Road Erode - 638 001.
Financial Year : 1st April 2015 to 31st March 2016
Period of Book Closure : 26.08.2016 to 02.09.2016

FINANCIAL CALENDER:

Approval of quarterly results for the period ending:

1. 30 June 2015 29 July 2015
2. 30 September 2015 30 October 2015
3. 31 December 2015 27 January 2016
4. 31 March 2016 25 May 2016

43. REGISTRAR AND SHARE TRANSFER AGENT:

S.K.D.C. Consultants Limited Kanapathy Towers 3rd Floor 1391/A1 Sathy RoadGanapathy Coimbatore-641 006.

44. COMPLIANCE OFFICER:

Mr. Sekar. P

Company Secretary

Address : 185 Chennimalai Road Erode.
Email : shares@skmegg.com
Mob No : 9585558325

45. ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters tobecome a better and stronger company.

46. CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statues market forces and other associated and incidental factors mayhowever lead to variation in actual results.

For and on behalf of the Board of Directors
Date : 25.05.2016 Chairman of the Board
Place : Erode DIN: 00002380

APPENDIX-E

Information pursuant to Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014

a. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary during the financial year 2015-16 and Ratio ofthe remuneration of each Director to the median remuneration of the employees of thecompany for the financial year 2015-16:-

Name of the Director / Key % increase in remuneration in the Financial Ratio of the remuneration to the median remuneration of the
Managerial Personnel Year 2015-2016 employees
Shri SKM Maeilanandhan Nil 17.77 : 1
Shri SKM Shree Shivkumar Nil 16.84 : 1
Smt.S.Kumutaavalli Nil
Shri SM Venkatachalathy Nil
Dr.LM.Ramakrishnan (Independent Director) Nil
Shri.C.Devarajan (Independent Director) Nil
Shri.P.Kumarasamy (Independent Director) Nil
Shri.M.Chinnian Nil
Dr.LM.Ramakrishnan (Independent Director) Nil
Dr.LM.Ramakrishnan (Independent Director) Nil
Dr.LM.Ramakrishnan (Independent Director) Nil
Dr.LM.Ramakrishnan (Independent Director) Nil

During the year the Non-Executive Directors received only the sitting fees asremuneration

a. The percentage increase in the median remuneration of employees in the financialyear: 21% b. The number of permanent employees on the rolls of company: 267

b. The explanation on the relationship between average increase in remuneration andcompany performance:

The average increase in the employee remuneration effected during the year 2015-16 isbased on the individual performance and Company's performance during the previousfinancial year 2014-15. The other factors considered for revision in remuneration is basedon market survey functional expertise industry standards etc.

c. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company:

Aggregate remuneration of Key Managerial Personnel (KMP) 34883839
Revenue 2826856000
Remuneration of KMP as a % of revenue 1.23%
Profit Before Tax (PBT) 331500000
Remuneration of KMP as a % of PBT 10.52%

d. Variations in the market capitalisation of the company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the company in comparisonto the rate at which the company came out with the last public offer in case of listedcompanies

Particulars 31.03.2016 31.03.2015 Variations
Market Capitalisation (Rs. in lakhs) - NSE Limited 2355218500 3919220500 60%
Price Earnings Ratio 89.45 148.85 60%
BSE Limited NIL NIL NIL
Market Price (`) BSE Limited NIL NIL NIL

The Company had come out with the initial public offer (IPO) in the year 1995 at facevalue of `10 each.

a. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average decrease in the salaries of employees other than the managerial personnelin 2015-16 was NIL

The Percentage increase in the managerial remuneration for the same financial year wasNIL.

b. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the company:

Name Remuneration Revenue % of Revenue PBT % of PBT
Shri SKM Maeilanandhan
Executive Chairman 16305616 2826856000 0.58 331500000 4.92
Shri SKM Shree Shivkumar Managing Director 16309707 2826856000 0.58 331500000 4.92
Shri K.S.Venkatachalapathy Chief Financial Officer 1897500 2826856000 0.07 331500000 0.57
Shri P. Sekar Company Secretary 371016 2826856000 0.01 331500000 0.11

a. The key parameters for any variable component of remuneration availed by thedirectors:

The total remuneration paid to Shri. SKM Maeilanandhan Executive Chairman and Shri SKMShree Shivkumar Managing Director is restricted to 10% of the net profits of the Companyper annum.

b. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

Not Applicable as no employee is receiving remuneration in excess of the highest paidDirector.

c. Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and Key ManagerialPersonnel are as per the Nomination and Remuneration Policy of the Company.

Place : Erode On behalf of the Board
Date : 01.08.2016 Sd/-
SKM Maeilanandhan
Chairman.

APPENDIX-F

Form No. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

SKM Egg Products Export (India) Limited

185 Chennimalai Road Erode- 638001.

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SKM Egg Products Export(India) Limited (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31st March 2016 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2016according to the provisions of

I. The Companies Act 2013 (the Act) and the rules made thereunder; ii. The SecuritiesContracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder; iii. TheDepositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 /Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (Effective 28th October 2014);

e. The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

g. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

Not Applicable as the Company is not registered as Registrar to Issue and ShareTransfer Agent during the financial year under review

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

Not applicable as the Company has not delisted its equity shares from any stockexchange during the financial year under review

I. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;

Not applicable as the Company has not bought back any of its securities during thefinancial year under review.

vi. The laws as are applicable specifically to the Company are as under:

1. Food Safety and Standards Act 2006

2. The Export (Quality Control and Inspection) Act 1963

I have relied on the representation made by the Company and its Officers for systemsand mechanism formed by the Company for compliances under other applicable Acts Laws andRegulation to the Company.

I have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Limited and SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above excepting with BSE Limitedwherein the Company has already obtained an in principle approval for getting thesuspension revoked and trading of the equity shares of the company is likely to commencesoon.

I further report that: -

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes ifany in the composition of the Board of Directors that took place during the period underreview are carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent generally seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.

I am informed that there were no dissenting members on any matters during the yearwhose views were required to be captured and recorded as part of the minutes.

In my opinion adequate systems and processes and control mechanism exist in theCompany which commensurate with the size and operations of the Company to monitor andensure compliance with applicable laws rules regulations and guidelines.

V. Ramkumar

FCS No. 8304

C P No. 3832

Date : 25th May 2016

Place : Coimbatore.

To

The Members

SKM Egg Products Export (India) Limited

185 Chennimalai Road Erode- 638001.

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records devising proper systems to ensure compliancewith the provisions of all applicable laws and regulations and ensuring that the systemsare adequate and operate effectively are the responsibilities of the management of theCompany. My responsibility is to express an opinion on these secretarial records systemsstandards and procedures based on audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that the correct facts are reflected in thesecretarial records. I believe that the processes and practices I followed provide areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the Company.

4. Wherever required I have obtained the management's representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Secretarial Audit Report is neither a assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company

V. Ramkumar

FCS No. 8304

C P No.3832

Date : 25th May 2016

Place : Coimbatore.