The Members of S R K Industries Limited
Your directors are pleased to present the 28th Annual Report together withthe Audited Financial Statements of your Company for the Financial Year ended 31stMarch 2019.
1. Financial Highlights:
The Financial Highlights for the year are as under: (Amount in Lakhs)
|Particulars ||Year ended ||Year ended |
| ||March 31 2019 ||March 31 2018 |
|Revenue from operations ||11508.60 ||8212.90 |
|Other Income ||30.21 ||145.16 |
|Less: Operational & Other expenses ||11439.89 ||8183.34 |
|Profit/(Loss) before Depreciation ||98.92 ||174.72 |
|Less: Depreciation ||214.95 ||215.60 |
|Less: Finance Cost ||0.20 ||0.75 |
|Profit/ (Loss) Before Taxation ||(116.23) ||(41.63) |
|Less: Provision for Tax || || |
|Less: Prior Year's Income Tax ||1.22 || |
|Less: Provision for Deferred Tax ||81.22 ||140.10 |
|Net Profit after Tax ||(36.23) ||98.47 |
2. Review of Operations:
For the year ended March 31 2019 your Company has recorded revenue of Rs. 11508.60lacs as compared to Rs. 8212.90 lacs in the previous year. The company has earned profit/(Loss) of Rs. (36.23) lacs after providing 81.22 lacs for deferred tax provision asagainst net profit / (loss) of Rs. 98.47 lacs in the previous year.
3. Change in the Nature of Business:
During the year your Company has continued to trade in textile products Business. Thereis no change in the nature of Business by the Company during the period under review.
4. Dividend & Transfer to Reserves:
Your Directors have not recommended any dividend for the financial year 2018-19.TheCompany has proposed to transfer nil amount to the General Reserve out of amount availablefor appropriations.
5. Share Capital:
During the year under review there were no changes in the capital structure of theCompany. Accordingly the paid up share capital of the Company as on 31stMarch 2019 is INR- 392266900/- comprising of 78453380 equity shares of Rs. 5/- each.
The Company has not accepted any public deposits under Chapter V of Companies Act 2013during the year. Therefore the disclosure requirements are not applicable.
7. Extract of Annual Return
The extract of Annual Return Pursuant to Section 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 in theprescribed Form MGT-9 as on 31.03.2019 is hereby attached with this Report &forming part of this report marked as "Annexure I".
8. Internal Financial Controls
The Company has adequate Internal Controls and compliance systems established andmaintained by the Company The Company has a process in place to continuously monitorexisting controls and identify gaps and implement controls wherever the effect of suchgaps would have a material impact on company's operation.
9. Directors and Key Managerial Personnel(KMP):
The Company's Board comprises of a mix of executive and non-executive directors withconsiderable experience and expertise across a range of fields such as finance accountsgeneral management and business strategy. The details of the directors and their meetingsheld during the year have been given in the Corporate Governance Report which forms partof the Annual Report.
a. No Changes in Directors and KMP During the year:
There were no change in Director or KMP during the year the Company has 4 (Four)Directors comprising of 3 (Three) Independent Directors 1 (One) Managing Director& Chief financial Officer of the Company under KMP Catagory. A Company Secretary isalso appointed according to the requirement and categorized under KMP.
b. Re-appointment of Directors:-
In accordance with Section 152 (6) and other applicable provisions of Companies Act2013 Mr. Rakeshchand M. Jain (DIN: 00187350) being a Director is liable to retire byrotation at the forthcoming Annual General Meeting (AGM) of the Company and beingeligible has offered herself for re-appointment The Board recommends his re-appointmentat the forthcoming AGM for your approval.
In accordance with Section 149 152 and Schedule IV of the Companies Act 2013 readwith applicable Rules framed thereunder & subject to shareholders approval Mr. H.P.Choursia (DIN: 05273660) being an Independent Director of the company whose term ofappointment gets expired on 28.09.2019 is eligible for reappointment for a second term of5 years. The director has submitted a declaration that he meets the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16(1) (b) and 25(8)of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015as amendedfrom time to time In accordance with Section 149 152 and Schedule IV of the CompaniesAct 2013 read with applicable Rules framed thereunder & subject to shareholdersapproval Mr. S. L. Ojha (DIN:05273671) being an Independent Director of the company whose term of appointment gets expired on 28.09.2019 is eligible for reappointment for asecond term of 5 years. The director has submitted a declaration that he meets thecriteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b)and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015as amended from time to time Brief profile of the directors who are appointed /re-appointed has been given in the Notice convening the Annual General Meeting.
c. Declaration given by the Independent Directors:
All the independent directors of the Company Mr. H.P Chourasia Mr. S.L. Ojha and Ms.Asha Jogi have given declaration that they meet the criteria of Independence throughoutthe year as provided under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI Listing Regulations In the opinion of the Board the IndependentDirectors fulfill the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.
d. Annual Evaluation by the Board of its own performance and that of its Committeesand Individual Directors:
Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The performance evaluation ofthe Directors was completed during the year under review.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors at the separate meeting held on 14.02.2019 andNon-Executive Director. The Board of Directors expressed their satisfaction with theevaluation process.
e. Number of Meetings of the board of directors
During the year there were 6 (Six) board meeting held and details of the meetings areprovided in the Corporate Governance Report which forms part of this Annual Report.
f. Committee of the Board of Directors
The board committees are Audit Committee the Nomination and Remuneration Committeethe Stakeholders' Relationship committee. The details of the Committees along with theircomposition number of meetings and attendance at the meetings are provided in theCorporate Governance Report.
10. NOMINATION REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee.
11. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Act: a) In preparation of the annual accounts for the year theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; b) The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year & of the Profit and Loss of the Company for that period. c) Thedirectors had taken proper and sufficient care towards 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) The directors had prepared the annual accounts on a going concern basis. e) Thedirectors had laid down internal financial controls which are adequate and were operatingeffectively; and f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
12. Particulars of Contracts or Arrangements with Related Parties.
All contracts / arrangements / transactions with related parties that were executed inFY 2018-19 were in the ordinary course of business and at an arms' length. During theyear there were no related party transactions which were materially significant and thatcould have a potential conflict with the interests of the Company at large. All relatedparty transactions are mentioned in the notes to the accounts. The particulars of materialcontracts or arrangements with related parties referred to in Section 188(1) is given inprescribed Form AOC-2 is annexed to this Report as "Annexure II" TheAudit Committee has given its omnibus approval for the transactions which could beenvisaged and the same is valid for one financial year. Company has formulated a RelatedParty Transactions Policy as required under Regulation 23 of LODR is disclosed on theCompany's website http://www.srkindltd.co.in/corporate-governance.html.
13. Auditors and Auditors' Report: a. Statutory Auditors:
M/s Subramanian Bengali & Associates Statutory Auditors of your Company having(ICAI Firm Registration No.127499W) who have been appointed at the 26th AnnualGeneral Meeting of the Company held on September 29 2017 for a period of 5 years up tothe conclusion of 31st Annual General Meeting to be held in the year 2022 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on September 29 2017. Pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought. There is no audit qualification reservation or adverse remark for the year underreview.
The Statutory Auditors of the Company have not reported any fraud to the AuditCommittee or to the Board of Directors under Section 143(12) of the Companies Act 2013read with Rule 13 of the Companies (Audit and Auditors) Rules 2014. The Auditors'observation if any read with Notes to Accounts are self-explanatory and therefore do notcall for any comment. b. Secretarial Auditor and Auditor observation:
As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed Ms. Nidhi Jain (ACS-32645) Mumbai as a Secretarial Auditor of theCompany for conducting Secretarial Audit of Company for the financial year 2018-19. TheReport of the Secretarial Audit in Form MR-3 is hereby attached with this Report& forming part of this report marked as "Annexure III".
The observation made by secretarial auditor is self-explanatory and hence no commentsrequired.
14. Management Discussion and Analysis:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is hereby attached with this Report & forming part of this reportmarked as "Annexure IV".
15. Material changes affecting the Financial position of the company:
During the year FY 2019-20 Mr. Ratanchand Deshmal Salecha has agreed to acquire fromthe existing promoters for 21.33% of the total share capital of the company and madePublic announcement for purchase of 39226700 shares.
16. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
17. Details of New Subsidiary/ Joint Ventures/ Associate Companies:
There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.
18. Statement for development and implementation of Risk Management policy:
As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt RiskManagement Policy. Therefore our Company is not required to adopt Risk Management Policy.
19. Environment Health And Safety
The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further states that during the year underreview there were no cases filed pursuant to the sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
20. BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as required by Regulation 34(2) of the ListingRegulations is not applicable to the company.
21. Conservation of Energy Technology absorption & Foreign Exchange Earnings andOutgo:
Report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts ) Rules 2014 pertaining to the Conservation of Energy and TechnologyAbsorption is not applicable to the Company. There was no foreign exchange inflow or outgoduring the year under review.
22. Disclosure as per Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014
Disclosures required under Section 197(12) read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is marked as"Annexure V" forming part of this report. Members who are interested inobtaining these particulars may write to the Company Secretary at the Registered Office ofthe Company. The aforesaid Annexure is also available for inspection by Members at theRegistered Office of the Company 21 days before and up to the date of the ensuing AnnualGeneral Meeting during the business hours on working days. Further the Company does nothave any employee whose remuneration exceeds the limits prescribed in rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
23. Particulars of Loans Guarantees or Investments by the Company.
The particulars of loans guarantees and investments covered under the provision ofSection 186 of the Companies Act 2013 are given in the notes to Financial Statementsforming a part of this annual report.
24. Vigil Mechanism/ Whistle Blower Policy
The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company atwww.srkindltd.co.in
25. Corporate Governance & Certificate:
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company marked as "AnnexureVI". together with a certificate from the Company's Auditors confirmingcompliance forms an integral part of this Report marked as "Annexure VII".
26. CFO Certificate
The Managing Director and the Chief Financial Officer gives quarterly certification onfinancial results before the Board in terms of Regulation 33(2) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Chief Financial Officer ofthe Company also gives Annual Certification on financial statements and other matters asrequired under Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is hereby attached with this Report & forming part ofthis report marked as "Annexure VIII".
27. CERTIFICATE OF NON-DISFQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and schedule V Para C clause (10) (i) of the SEBI(ListingObligations and Disclosure Requirements) Regulations 2015 CERTIFICATE OFNON-DISFQUALIFICATION OF DIRECTORS issued by practicing Company Secretaries is herebyattached with this Report & forming part of this report marked as "AnnexureIX".
28. CORPORATE SOCIAL RESPONSIBILITY POLICY:
During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under section 135(1) of the Companies Act 2013.
29. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future.
30. CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis Reportdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includechanges in Government regulations Tax regimes economic developments within India and thecountries in which the Company conducts business and other ancillary factor.
Your Directors place on record their sincere gratitude for the assistance guidance andco- operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.
| ||For and on behalf of the Board of |
| ||S R K Industries Limited |
| ||sd/- |
|Place: Mumbai ||Rakeshchand M. Jain |
|Date: 29.08.2019 ||Chairman Managing Director & CFO |
| ||DIN: 00187350 |