You are here » Home » Companies » Company Overview » SSK Lifestyles Ltd

SSK Lifestyles Ltd.

BSE: 514336 Sector: Industrials
NSE: N.A. ISIN Code: INE194N01016
BSE LIVE 15:14 | 22 Sep Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.38
PREVIOUS CLOSE 4.18
VOLUME 100
52-Week high 14.15
52-Week low 4.08
P/E 219.00
Mkt Cap.(Rs cr) 6
Buy Price 4.38
Buy Qty 20900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.38
CLOSE 4.18
VOLUME 100
52-Week high 14.15
52-Week low 4.08
P/E 219.00
Mkt Cap.(Rs cr) 6
Buy Price 4.38
Buy Qty 20900.00
Sell Price 0.00
Sell Qty 0.00

SSK Lifestyles Ltd. (SSKLIFESTYLES) - Director Report

Company director report

Your Directors have the pleasure of presenting this 24th Annual Report alongwith the Audited Financial Statements and the Auditor's Report thereon for the FinancialYear ended 31st March 2016.

FINANCIAL PERFORMANCE:

(Rs. in '000)
Particulars 2015-16 2014-15
Gross Total Income 0 7773
Other Income 0 337
Profit before financial expenses depreciation and taxation 3465 (-) 5262
Financial Expenses 0 0
Depreciation 0 2007
Profit Before Exceptional Items and Taxation 3465 (-) 3255
Exceptional Items 0 1193
Profit Before Taxation 3465 (-) 4448
Provision of Taxes 0 0
Profit After Taxation 3465 (-) 4448

DIVIDEND:

Your Directors do not recommend any dividend for the financial year.

CHANGE IN THE PAID UP SHARE CAPITAL OF THE COMPANY:

During the year under review the paid-up capital of your Company was increased fromRs.7.119 Crores to Rs.9.739 Crores on account of issue and allotment of 2619500 equityshares to non-promoter category on preferential basis. The paid-up capital furtherincreased to Rs.10 crores as a result of re-issue and allotment of 260800 forfeitedequity shares in May 2016.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisionsof Sections 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from the its member and public during the Financial Year.

DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. KRatnakara Rao Director retires by rotation at the forthcoming Annual General Meetingand being eligible offers himself for re-appointment. The Board recommends hisre-appointment for the consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.

BOARD MEETINGS:

The Board of Directors met 9 times during the year on 30-05-2015 14-08-201531-08-2015 20-10-2015 20-11-2015 19-12-2015 24-12-2015 03-02-2016 and 24-03-2016. Themaximum gap between any two meetings was less than 120 days as stipulated under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

The Independent Directors met on 03-02-2016 without the presence of Non-IndependentDirectors and the members of the Management.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2015-16.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:

i. in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards have been followed and there are no materialdepartures;

ii. accounting policies have been selected and applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company as at March 312016 and of the loss of theCompany for the year ended on that date;

iii. proper and sufficient care have been taken for the maintenance of accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany for preventing & detecting fraud and/or other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. internal financial controls have been laid down by the Company and that suchinternal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 a structured questionnaire was prepared after taking into consideration of thevarious aspects of the Board's functioning composition of the Board and its Committeesculture execution and performance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the other Directors was carried out by the IndependentDirectors. The Board of Directors expressed their satisfaction with the evaluationprocess.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Ramasamy Koteswara Rao & Co. (FrN: 010396S)Chartered Accountants Hyderabad the Statutory Auditors of the Company hold office up tothe conclusion of the 28th Annual General Meeting. However their appointmentas Statutory Auditors of the Company is subject to ratification by the Members at everyAnnual General Meeting. The Company has received a certificate from the said Auditors thatthey are eligible to hold office as the Auditors of the Company and are not disqualifiedfor being so appointed.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of Annual General Meeting for seeking approval of members.

SECRETARIAL AUDIT:

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 hasappointed M/s. P.S.Rao & Associates a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as 'Annexure I' and forms an integral part of the Board's Report.

There were no secretarial audit qualifications for the year under review.

INTERNAL AUDITORS:

The Company has appointed M/s. S V P & Co. (FRN: 014048S) Chartered AccountantsHyderabad as Internal Auditors of the Company to fill the vacancy caused by resignation ofM/s. Nekkanti Srinivasu & Co.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy has been posted on the website of the Company

RISK MANAGEMENT FRAMEWORK:

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records. The Internal AuditReports were reviewed periodically by Audit Committee as well as by the Board. Furtherthe Board annually reviews the effectiveness of the Company's internal control system. TheDirectors and Management confirm that the Internal Financial Controls (IFC) is adequatewith respect to the operations of the Company. A report of Auditors pursuant to Section143 (3) (i) of the Companies Act 2013 certifying the adequacy of Internal FinancialControls is annexed with the Auditors report.

RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions which could have had apotential conflict with the interests of the Company. Transactions entered with relatedparties are in the ordinary course of business on arm's length and are periodically placedbefore the Audit Committee and Board for its approvals and the particulars ofcontracts/Arrangements entered during the year in Form AOC-2 is enclosed as 'AnnexureII'.

The Company has developed a Policy on Related Party Transactions in accordance withprovisions of all applicable laws for the purpose of identification and monitoring of suchtransactions. The Policy on dealing with related party transactions is available on thewebsite of the Company www.ssklifestyles.com

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given any loans or given guarantees or made investments in anyother company.

PARTICULARS OF EMPLOYEES:

There are no employees drawing remuneration exceeding the limits as specified under theprovisions of Section 197 of the Companies Act 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The disclosures in terms of provisions of Section 197(12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 relating to remuneration are provided in 'Annexure III'.

MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as 'Annexure IV' tothis report

CORPORATE GOVERNANCE REPORT:

The paid-up equity share capital and net worth of the Company is not exceeding Rs. 10Crores and 25 Crores. Hence the provisions of Para C D & E of Schedule V of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014

A. Conservation of Energy:

Being a wholesale and retail trading company and not involved in any industrial ormanufacturing activities the Company's activities involve very low energy consumption andhas no particulars to report regarding conservation of energy. However efforts are madeto further reduce energy consumption.

B. Technology Absorption : NIL

C. Foreign Exchange Earnings & Outgo :

(In Rs. Lakhs)
2016-16 2014-15
Foreign Exchange earnings NIL NIL
Foreign Exchange outgo NIL NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The present financial position of your Company does not mandate the implementation ofcorporate social responsibility activities pursuant to the provisions of Section 135 andSchedule VII of the Companies Act 2013. The Company will constitute CSR Committeedevelop CSR policy and implement the CSR initiatives whenever it is applicable to theCompany.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder Section 92 of the Companies Act 2013 is annexed herewith as 'Annexure V' tothis report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

None of the orders passed by the Any Regulator/Courts which would impact the futureoperations/going concern status of the Company.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to record their appreciation for the continuoussupport and co-operation extended by the customers and bankers. The Directors alsoacknowledge the confidence reposed by the investors and shareholders in the Company.

By Order of the Board
Hyderabad 12th August 2016 SD/-
K Ratnakara Rao
Chairman of the Meeting