S R K Industries Limited
Your directors are pleased to present the 27th Annual Report together withthe audited Financial Statements of your Company for the Financial Year ended 31stMarch 2018.
The State of the Company's Affairs
1. Financial Highlights:
The Financial Highlights for the year are as under:
| || ||(Amount in Lakhs) |
|Particulars ||Year ended March 31 2018 ||Year ended March 31 2017 |
|Revenue from operations ||8212.90 ||1473.98 |
|Other Income ||145.16 ||139.05 |
|Less: Operational & Other expenses ||8183.34 ||1431.34 |
|Profit/(Loss) before Depreciation ||174.72 ||181.69 |
|Less: Depreciation ||215.60 ||226.43 |
|Less: Finance Cost ||0.75 ||3.59 |
|Profit/ (Loss) Before Taxation ||(41.63) ||(48.33) |
|Less: Provision for Tax ||- ||- |
|Less: Prior Year's Income Tax || || |
|Less: Provision for Deferred Tax ||140.10 || |
|Net Profit after Tax ||98.47 ||(48.33) |
2. Review Of Operations:
For the year ended March 31 2018 your Company has recorded revenue of Rs. 8212.90lacs as compared to Rs. 1473.98 lacs in the previous year. The company has earned profitof Rs. 98.47 lacs after providing 140.10 lacs for provision for deferred tax as againstnet loss of Rs. 48.33 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 recommend any dividend for the financial year 2017-18.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 31st March 2018 isINR- 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. 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.
8. 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.
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 ensuing Annual General Meeting (AGM) of the Company and being eligiblehas offered herself for re-appointment The Board recommends his re-appointment at theensuing AGM for your approval.
a) No Changes in Directors and KMP:
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.
b) Declaration given by the Independent Directors:
The independent directors on the Board of the Company Mr. H.P Chourasia Mr. S.L. Ojhaand Ms. Asha Jogi have given declaration that they meet the criteria of Independence asprovided under Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of theSEBI Listing Regulations at the time of their respective appointment and there is nochange in the circumstances as on the date of this report which may affect their status asan independent director.
c) Annual Evaluation by the Board of its own performance and that of its Committees andIndividual Directors:
In terms of the provisions of the Act and SEBI LODR your Company has laid downcriteria for performance evaluation of Directors and Chairman of the Board and also theevaluation process for the same. Schedule IV of the Act states that the performanceevaluation of Independent Directors shall be done by the entire Board of Directorsexcluding the Director being evaluated. The Company's policy relating to appointment andremuneration of Directors KMPs and other employees including criteria for determiningqualifications positive attributes and independence of a director are covered under PointNo. "4 of Nomination and Remuneration Committee" under Corporate GovernanceReport which forms a part of this Report.
It is a practice of the Board of Directors to annually evaluate its own performance andthat of its committees and individual directors. Accordingly the performances of themembers of the Board as a whole and of individual Directors were evaluated at the separatemeeting of the Independent Directors and the Board of Directors held on February 14 2018.All the results were satisfactory. d) Familiarization program for Independent Directors
Whenever new Non-Executive and Independent Directors are inducted in the Board theCompany takes steps to familiarize them with the Company their roles rightsresponsibilities in the Company nature of industry in which the Company operatesbusiness model of the Company etc. The directors are also explained in detail about thecompliances required from them under the Companies Act 2013 SEBI Listing Regulations2015 and other relevant regulations. The details of the same and terms and conditions forappointment of Independent Directors has been placed on the Company's websitehttp://www.srkindltd.co.in/corporate-governance.html.
e) Number of Meetings of the board of directors
The Board met 7(Seven) times during the financial year 2017-18 the details of whichare given in the Corporate Governance Report forming part of the Board Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
f) Committee of the Board of Directors
Information on the Audit Committee the Nomination and Remuneration Committee theStakeholders' Relationship committee meetings held during the year is given in theCorporate Governance Report forming part of the Board Report.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(C) read with Section 134(5) of thecompanies act 2013 your Directors Confirms that: a) In preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures; b) The directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year & of the Profit and Loss of the Company forthat period. c) The directors had taken proper and sufficient care towards the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. d) The directors had prepared the annual accounts on a going concernbasis. e) The directors had laid down internal financial controls which are adequate andwere operating effectively; and f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and such systems are adequate andoperating effectively.
10. 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 31.03.2018 is hereby attached with this Report &forming part of this report marked as "Annexure I".
11. Particulars of Contracts or Arrangements with Related Parties.
All contracts / arrangements / transactions with related parties that were executed inFY 2017-18 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.
12. 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 (Subject to theratification by the Members in every Annual General Meeting) have given their consent tocontinue to act as the Auditors of the Company.
M/s Subramanian Bengali & Associates Chartered Accountants is holding a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia. Members In view of the above the Audit Committee is requested to note theeligibility of the Statutory Auditors for ratification of their appointment at the saidAnnual General Meeting of the Company based on the Certificate received from themconfirming that their ratification will be in accordance with the limits as laid downunder Section 139 of the Companies Act 2013 and that they do not attract anydisqualification u/s. 141 of the Companies Act 2013.
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 2017-2018. TheReport of the Secretarial Audit in Form MR-3 is hereby attached with this Report& forming part of this report marked as "Annexure III".
Secretarial Auditor observation: Delay in Submission of Investor Complaints underRegulation 13(3) of SEBI (LODR) Regulations 2015 for the quarter ended on March 31 2018
Submission: The delay is mentioned in Secretarial Audit report is unintentional and dueto administrative reasons.
The Board of Directors has appointed Ms. Nidhi Jain (ACS-32645) Company Secretariesas the Secretarial Auditors of the Company for the financial year 2018-19.
13. 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".
14. Material changes affecting the Financial position of the company:
No material changes and commitments other than in the normal course of business haveoccurred after the close of the year till the date of this Report which affect thefinancial position of the Company.
15. Details of New Subsidiary/ Joint Ventures/ Associate Companies:
There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.
16. 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.
17. Statement for development and implementation of Risk Management policy u/S 134:
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.
18. Disclosure under the Prevention of Sexual Harassment Act
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 under review there were no cases filedpursuant to the Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
19. Disclosure as per Rule 5 of the Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014
Disclosures with respect to remuneration required pursuant to Section 197 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of employees of the Company is hereby attached with this Report &forming part of this report marked as "Annexure V" and will also beprovided upon request in terms of Section 136 of the Act. The reports and accounts arebeing sent to the members and other entitles thereto. If any member is interested ininspecting the same such member may write to the Company Secretary in advance.
Further the Company does not have any employee whose remuneration exceeds the limitsprescribed in rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
20. 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 is stated in refer Note (4) and (8) of Notes toAccount which forms part of this Annual Report.
21. Vigil Mechanism/ Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors andemployees to report their genuine concerns or grievances and reports any non-complianceand wrong practices e.g. unethical behavior fraud violation of law inappropriatebehavior /conduct etc. to the Audit Committee. The Vigil Mechanism / Whistle Blower Policyis uploaded on the Website of the Company at www.srkindltd.co.in
22. Corporate Governance & Certificate:
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2017-18. A declaration to this effect signed by the ManagingDirector/CEO of the Company is contained in Corporate Governance Report. "CorporateGovernance Report" is hereby attached with this Report & forming part of thisreport marked as "Annexure VI".
The compliance certificate obtained from M/s Subramanian Bengali & AssociatesStatutory Auditors regarding compliance of conditions of corporate governance asstipulated under Part E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is hereby attached with this Report & forming part ofthis report marked as "Annexure VII".
23. 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".
24. 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.
25. 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 during theyear March 31 2018.
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: 24.08.2018 ||Chairman Managing Director & CFO |
| ||DIN: 00187350 |