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Shree Krishna Infrastructure Ltd.

BSE: 542146 Sector: Infrastructure
NSE: N.A. ISIN Code: INE951Z01013
BSE 00:00 | 03 Feb Shree Krishna Infrastructure Ltd
NSE 05:30 | 01 Jan Shree Krishna Infrastructure Ltd
OPEN 5.63
PREVIOUS CLOSE 5.63
VOLUME 10000
52-Week high 7.63
52-Week low 5.55
P/E 40.21
Mkt Cap.(Rs cr) 2
Buy Price 5.15
Buy Qty 10000.00
Sell Price 5.63
Sell Qty 10000.00
OPEN 5.63
CLOSE 5.63
VOLUME 10000
52-Week high 7.63
52-Week low 5.55
P/E 40.21
Mkt Cap.(Rs cr) 2
Buy Price 5.15
Buy Qty 10000.00
Sell Price 5.63
Sell Qty 10000.00

Shree Krishna Infrastructure Ltd. (SHKRISHINFR) - Director Report

Company director report

SHREE KRISHNA INFRASTRUCTURE LIMITED (CIN: L45201GJ1990PLC013979)

Bungalow No. 36 Rang Residency Vadia Rajpipla Narmada-393145

To

The Members

Your Directors have pleasure in presenting their 29th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2019.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY (STANDALONE):

The Board’s Report shall be prepared based on the standalone financial statementsof the company.

Particulars For the year ended March 31 2019 For the year ended March 31 2018
Revenue from operation 94.83 75.84
Other Income 0.14 0.67
Total Expense(excluding Depreciation) 88.73 71.50
Gross Profit before depreciation and tax 6.24 5
Depreciation 0.5 0.24
Net Profit before tax 5.74 4.76
Tax Expense 1.57 1.23
Net Profit After Tax 4.17 3.53
Balance of Profit brought forward 10.98 7.47
Balance available for appropriation 4.17 3.53
Proposed Dividend on Equity Shares Nil Nil
Tax on proposed Dividend Nil Nil
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 15.15 10.98
Earning Per Shares (EPS)
Basic 0.14 0.12
Diluted 0.14 0.12

2. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is available on the following web address of the company: Website: www.skifl.com.

3. DIVIDEND:

In order to conserve the resources and for further growth the Company does not proposeto pay any dividend.

4. AMOUNT TRANSFER TO RESERVE:

No amount is required to be transferred to reserve.

5. INITIAL PUBLIC OFFER THROUGH OFFER FOR SALE

The Company came out with Initial Public Offer (Issue) through offer for sale toenhance our Visibility brand name and provide liquidity to the existing shareholders. TheIssue of the Company was closed on November 22 2018 which received an overwhelmingresponse from retail as well as non-retail investors. The issue was duly subscribed andthe allotment was finalized in consultation with the Bombay stock Exchange Limited TheCompany allotted fully paid up 9 00000 Equity Shares of face value of Rs.10/- each fullypaid of the Company for cash at price of Rs. 13/-per Equity share. The Equity Shares ofthe Company were listed and admitted to dealings on the Small and Medium EnterprisePlatform of Bombay Stock Exchange Limited with effect from December 03 2018.

6. SHARE CAPITAL:

Subsequent to the aforesaid the Authorized share capital of your company stands at Rs30000000/- divided into 3000000 Equity Shares of Rs 10/- each. At present the IssuedSubscribed and Paid up Share Capital of your Company is Rs 30000000/- divided into3000000 Equity Shares of Rs 10/-each fully paid -up.

7. USE OF PROCEEDS:

The proceeds from the Issue of the company have been utilized / are in process ofutilization for the purpose for which they were raised and there is no deviation in theutilization of proceeds.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to Financial Statements.

9. RELATED PARTY TRANSACTIONS:

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said Policymay be referred to at the website of the Company viz: www.skifl.com.

All contracts/arrangements/transactions entered by the Company during the FY 2018-2019with related parties were in the ordinary course of business and on an arm’s lengthbasis. During the year under review the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.Since all related party transactions entered into by the Company were in the ordinarycourse of business and were on an arm’s length basis Form AOC-2 forms the part ofthis Board report in ANNEXURE I.

Your Directors draw the attention of the members to the Financial Statement which setsout related party disclosures.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments affecting the financial positionof the company which have occurred during the financial year of the Company to which thefinancial year relate and the date of this report.

11. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES :

There was no Subsidiary/Joint Ventures/Associate Companies during the FY 2018-2019.

13. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration in excess of limits prescribed under section197 of the Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointmentand Remuneration of Remuneration Managerial Personnel) Rules 2014.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal controls commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditors report to the Chairman of the Audit Committee of the Board. InternalAuditors monitor and evaluate the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company.

Based on the report of Internal Auditors process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand corrective actions thereon are presented to the Audit Committee of the Board.

15. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Keyur Gandhi retires by rotation at theensuing Annual General Meeting and offers himself for reappointment. During the yearfollowing Directors were appointed and resigned:

Mr. Chintamani Kharkar resigned w.e.f. April 19 2018 due to hispreoccupation in other business.

Ms. Sowjanya Poojary was appointed as an additional director of the Companyw.e.f 12.06.2018 and resigned from the Company on 02.07.2018 due to her pre-occupiedschedule.

Ms. Resham Maniyar was appointed as a Company Secretary & Complianceofficer of the Company w.e.f 12.06.2018 and resigned from the Company on 02.07.2018 due toher pre-occupied schedule. Further she was re-appointed as a Company Secretary &Compliance officer of the Company w.e.f 01.09.2018.

Mr. Ravi Kotia was appointed as a Managing Director of the Company w.e.f14.07.2018 and was also appointed as Chairman of the Company w.e.f 16.07.2019

Mr. Amit Kotia was appointed as a Whole Time Director and Chief FinancialOfficer of the Company w.e.f 14.07.2018

Mr. Omkar Pawar was appointed as an Additional Director of the Companyw.e.f. 14.08.2018 and resigned from the Company on 01.09.2018 due to his pre-occupiedschedule.

Ms. Heena Parekh was appointed as an Additional Director of the Companyw.e.f. 14.08.2018 and resigned from the Company on 01.09.2018 due to her pre-occupiedschedule.

Mr. Yogesh Prajapati was appointed as an Additional Director of the Companyw.e.f. 01.09.2018 and shall be regularized at the ensuing Annual General Meeting.

Ms. Anjali Gorsia was appointed as an Additional Director of the Companyw.e.f. 01.09.2018 and shall be regularized at the ensuing Annual General Meeting.

Mr. Jayesh Patani was appointed as an Additional Director of the Companyw.e.f. 16.07.2019 and shall be regularized at the ensuing Annual General Meeting.

None of the other Director was disqualified under Section 164 of Companies Act 2013

16. MEETINGS OF THE BOARD OF DIRECTORS:

The following Meetings of the Board of Directors were held during the Financial Year2018-19:

Sr. No. Date of Meeting Board Strength No. of Directors Present
1 19.04.2018 4 2
2 12.06.2018 3 3
3 21.06.2018 4 3
4 02.07.2018 4 2
5 06.08.2018 3 3
6 14.08.2018 3 3
7 01.09.2018 5 3
8 28.11.2018 5 5
9 14.03.2019 5 5

During the Financial Year 2018-19 Extra-ordinary General Meeting of your Company washeld on July 14 2018.

The compositions of the Board attendance at the Board meetings held during the FY 2018– 2019 under review and at the last Annual General Meeting number of directorship inother companies Memberships/Chairmanships of the Committees and their shareholding as onMarch 31 2019 in the Company are as follows:-

Name of Director DIN Category No. of Board Meetin gs held during the tenure No. of Board Meetings attended during the tenure Attendance in last AGM dated 28.08.2018 *No. of Director ships in other Companies **Committee Position Shareholdi ng (Equity shares of FV of Rs. 10/-each)
Chair person Mem ber
Mr. Ravi Kotia (MD )(i) 01761963 P MD & ED 9 9 v NIL - 1 968686
Mr. Amit Kotia (WTD & CFO)(ii) 07499192 ED 9 8 v 1 - - -
Mr. Keyur Gandhi 03494183 NED 9 8 v 1 1 2 25364
Mr. Yogesh Prajapati 02733610 NED-ID 2 2 - NIL 1 1 -
Ms. Anjali Gorsia 08211502 NED-ID 2 2 - NIL 1 1 -

(P- Promoter; NED – Non – Executive Director; ID – Independent Director;MD- Managing Director; ED – Executive Director)

* Excludes Directorship in private limited companies foreign companies and companiesunder Section 8 of the Companies Act 2013.

**Audit Committee Nomination & Remuneration Committee & StakeholdersRelationship Committee in all Indian Public Limited Companies have been considered for theCommittee positions.

Note:

(i) Mr. Ravi Kotia the Managing Director of the Company w.e.f 14th July 2018 wasalso appointed as Chairman of the Company w.e.f 16.07.2019 and he resigned as member ofNomination and Remuneration Committee w.e.f. 14.03.2019.

(ii) Mr. Amit Kotia was appointed as a Whole Time Director and Chief Financial Officerof the Company w.e.f 14.07.2018

(iii) Mr. Yogesh Prajapati was appointed as an Additional Director of the Companyw.e.f. 01.09.2018 and shall be regularized at the ensuing Annual General Meeting.

(iv) Ms. Anjali Gorsia was appointed as an Additional Director of the Company w.e.f.01.09.2018 and shall be regularized at the ensuing Annual General Meeting.

*Mr. Jayesh Patani was appointed as an Additional Director of the Company w.e.f.16.07.2019 and shall be regularized at the ensuing Annual General Meeting.

There is no inter- se relationship between the directors.

17. MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met once on March 14 2019inter alia to:

i. Evaluate the performance of non-independent directors and the Board as a whole;

ii. Evaluate the performance of chairperson of the Company taking into account theviews of the Executive and Non-Executive Directors of the Company; and

iii. Evaluate the quality quantity and timelines of flow of information between themanagement and the Board.

All Independent Directors were present at the meeting.

18. COMMITTEES OF THE BOARD AS ON 31ST MARCH 2019

Board has constituted the following three Committees in accordance with therequirements of Companies Act 2013 and Securities And Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

1. Audit Committee:

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

All three committees are appropriately constituted.

(A) AUDIT COMMITTEE

Composition:

Audit committee of the Board of Directors ["the Audit Committee"] isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process The composition quorum powers role and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of Securities And Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. All members of the Audit Committee are financiallyliterate and bring in expertise in the fields of Finance Taxation Accounts etc. Itfunctions in accordance with its terms of reference that defines its authorityresponsibility and reporting function

Meetings and Attendance Composition Chairperson and Name of Members as on March 312019:

During the Financial Year 2018-2019 the Audit Committee met once i.e. on March 142019 According to Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the maximum gap between twomeetings shall not be more than 120 days. However the Company got listed on BSE SMEplatform on December 03 2018 and prior to listing Constitution of Audit Committee wasnot applicable to your Company as per section 177 of the Companies Act 2013 read withrule 4 of the Companies (Appointment and Qualification of Directors) Rules 2014. Furtheras a result of this criteria of 120 days have been considered from the date of listing ofyour Company on BSE SME platform and accordingly only one meeting was held during theFinancial Year 2018-19.

Name of the Members Category of Directorship Designation Audit Committee Meeting (S)
Held Attended
Mr. Yogesh Prajapati Non-Executive Independent Director Chairman 1 1
Mr. Keyur Gandhi Non- Executive Director Member 1 1
Ms. Anjali Gorsia Non-Executive Independent Director Member 1 1

The Company Secretary shall acts as Secretary to the Committee.

Terms of Reference:

The terms of reference of Audit Committee are wide enough covering the mattersspecified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aswell as in Section 177 of the Companies Act 2013 which inter alia includes thefollowing:

a. oversee the Company’s financial reporting process and disclosure of itsfinancial information;

b. recommend appointment remuneration and terms of appointment of auditors of theCompany;

c. approve payment to statutory auditors for any other services rendered by them;

d. review with the management the annual financial statements before submission to theBoard for approval focusing particularly on:

1) matters to be included in Directors Responsibility Statements to be included inBoard’s report ;

2) any changes in accounting policies and practices;

3) major accounting entries involving estimates based on the exercise of judgment bymanagement;

4) significant adjustments resulting from the audit findings;

5) compliance with listing and other legal requirements relating to financialstatement;

6) disclosure of related party transactions;

7) Qualification in draft audit report.

e. review with the management the quarterly financial statement before submission tothe board for their approval;

f. recommend appointment remuneration and terms of appointment of internal auditorstax auditors secretarial auditor and any matters of resignation or dismissal;

g. discuss with the statutory auditors before the audit commences the nature and scopeof the audit as well as post audit discussion to ascertain areas of concern;

h. review the internal audit program ensuring co-ordination between the internal andstatutory auditors ensuring that the internal audit function is adequately resourced andhas appropriate standing within the Company and to request internal auditor to undertakespecific audit projects having informed the management of their intentions;

i. consider the major findings of internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or failure of internal controlsystems of a material nature and reporting the matter to the Board;

j. consider any material breaches or exposure; breaches of regulatory requirements orof ethical codes of practice to which the Company subscribes or of any related codespolicies and procedures which could have a material effect on the financial position orcontingent liabilities of the Company;

k. discuss significant findings with internal auditors and initiate follow-up actionthereon;

l. look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

m. review performance of statutory and internal auditors and adequacy of internalcontrol systems;

n. approve transaction with related parties and subsequent modification to terms ofcontract/transaction;

o. scrutinize inter-corporate loans and investments;

p. valuation of any of the undertakings or assets as and when necessary ;

q. evaluate adequacy of internal financial control and risk management system;

r. review with management the statement of uses /application of funds raised throughan issue (public issue rights issue preferential issue etc.) the statement of fundsutilized for purposes other than those stated in the offer document/ prospectus/notice andthe report submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue and making recommendation to the Board for taking steps inrelation thereto;

s. approve appointment of CFO (i.e. the Whole time Finance Director or any other personheading the finance function or discharging that function) after assessing thequalification experience and background of the candidate;

t. review functioning of the Whistle Blower Policy;

u. Carry out any other functions as may be falling within the terms of reference of the

Audit Committee or as may be delegated to the Committee from time to time.

(B) NOMINATION & REMUNERATION COMMITTEE:

Composition:

The Nomination and Remuneration Committee is constituted in compliance with therequirements of Regulation 19 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 178 of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of the Board and itsPowers) Rules 2014.

Meetings and Attendance Composition Chairperson and name of members as on March 312019:

During the Financial Year 2018-2019 the Nomination and Remuneration Committee met oncei.e. on March 14 2019. Please note that the Company got listed on BSE SME platform onDecember 03 2018 and prior to listing Constitution of Nomination and RemunerationCommittee was not applicable to your Company as per Section 178 of the Companies Act 2013read with rule 4 of the Companies (Appointment and Qualification of Director’s)rules 2014.

Name of the Members Category of Directorship Designation Nomination and Remuneration Committee Meeting (s)
Held Attended
Ms. Anjali Gorsia Non-Executive Independent Director Chairperson 1 1
Mr. Keyur Gandhi Non- Executive Director Member 1 1
*Mr. Ravi Kotia Executive Director (Managing Director) Member 1 0
Mr. Yogesh Prajapati Non-Executive Independent Director Member 1 1

Terms of reference:

i. review & recommend to the Board on the structure and composition of the Board ofDirectors of the Company;

ii. formulation of the criteria for determining qualification positive attributes andindependence of a director and recommend to the Board of directors a policy relating toremuneration of directors key managerial personnel and other employees of the Company;

iii. formulation of the criteria for evaluation of performance of independent directorsand the board of directors;

iv. devising a policy on diversity of Board of directors;

v. formulate appropriate policies institute processes which enable the identificationof individuals who are qualified to become Directors and who may be appointed in SeniorManagement and recommend the same to the Board;

vi. review and implement succession and development plans for Managing DirectorExecutive Directors and Senior Management.

vii. to supervise and monitor the process of issuance/ grant/vesting/ cancellation ofESOPs and such other instruments as may be decided to be granted to the employees of theCompany/ Subsidiary Company from time to time as per the provisions of the applicablelaws more particularly in terms of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014.

Details of Remuneration to all Directors

The details of remuneration paid to the Directors for the year ended March 31 2019 areas under:

Name Designation Salary Perquisites Sitting Fees Total
Mr. Ravi Kotia Managing Director 602600 - 4000 606600
Mr. Amit Kotia Whole Time Director & CFO 577600 - 3000 580600
Mr. Keyur Gandhi Non-Executive Director - - 11000 11000
Mr. Yogesh Prajapati Non-Executive Independent Director - - 4000 4000
Ms. Anjali Gorsia Non-Executive Independent Director - - 4000 4000

Disclosure pursuant to Part-ll Section-ll 3rd Provision Point No -lV of Schedule-Vunder Section 196 and 197 of all the Directors:

All elements of remuneration package such as salary benefits bonusesstock options pension etc of all the Directors- As stated above

Details of fixed component and performance linked incentives along withperformance criteria- Nil

Service Contracts notice period severance fees- Not Applicable

Stock options details if any and whether the same has been issued at adiscount as well as the period over which accrued and over which exercisable- NotApplicable

Performance Evaluation of Board its Committees and Directors:

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance and that of itsCommittees and Individual Directors.

The performance of the Board and Individual Directors was evaluated by the Boardseeking inputs from all the Directors. The performance of the Committees was evaluated bythe Board seeking inputs from the Committee members. The Nomination and RemunerationCommittee reviewed the performance of the Individual Directors.

A separate meeting of Independent Directors was also held to review the performance ofthe Board Non-Independent Directors and Chairman of the Company taking into account theviews of Executive Directors and Non-Executive Directors.

The criteria for performance evaluation of the Board include aspects like Boardcomposition and structure effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of committees of the Board include aspectslike composition of committees effectiveness of committee meetings etc. The criteria forperformance evaluation of the Individual Directors include aspects like contribution tothe Board and Committee Meetings professional conduct roles and functions etc. Inaddition the performance of Chairman is also evaluated on the key aspects of his rolesand responsibilities.

(C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

COMPOSITION:

The composition of the Stakeholders Relationship Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 20 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meetings and Attendance Composition Chairperson and name of members as on March 312019.

During the Financial Year 2018-2019 the Stakeholders Relationship Committee met oncei.e on March 14 2019. Please note that the Company got listed on BSE SME platform onDecember 03 2018 and prior to listing Constitution of Stakeholders RelationshipCommittee was not applicable to your Company as per Section 178 of the Companies Act2013.

Name of the Members Category of Directorship Designation Stakeholders Relationship Committee Meeting (S)
Held Attended
Mr. Keyur Gandhi Non- Executive Director Chairman 1 1
Mr. Ravi Kotia Executive Director (Managing Director) Member 1 1

Stakeholders Relationship Committee ensures quick redressal of security holder andinvestor’s complaints/grievances pertaining to transfers no receipt of annualreports dividend payments issue of duplicate certificates transmission of securitiesand other miscellaneous complaints;

In addition the Committee also monitors other issues including status ofDematerialization/ Rematerialisation of shares issued by the Company. Oversee theperformance and service standards of the Registrar and Share Transfer Agent andrecommends measures to improve level of investor services. The Company is in compliancewith the SCORES which has initiated by SEBI for processing the investor complaints in acentralized web based redress system and online redressal of all the shareholderscomplaints.

Name and designation of Compliance Officer:

Ms. Resham Maniyar the Company Secretary is the Compliance Officer w.e.f September 012018 for complying with the requirements of Securities Laws and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

During the year under review no complaint was received. There were no instruments fortransfer pending as on March 31 2019.

19. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive -executivenon andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2019 the Board consists of 5Members 2 are Executive Director and 1 is a Non-Executive Director and 2 of who areIndependent Directors. The Board periodically evaluates the need for change in itscomposition and size.

The Policy of the Company on Director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard can be viewed on our website viz www.skifl.com. We affirm that theremuneration paid to the director is as per the terms laid out in the said policy.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

Company has established a Vigil Mechanism for enabling the Directors and Employees toreport genuine concerns. The Vigil Mechanism provides for:-

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directorsof the Company in appropriate or exceptional cases.

The Audit Committee of the Board has been entrusted with the responsibility ofoverseeing the Vigil Mechanism. The Whistle Blower Policy is available on the website ofthe Company viz www.skifl.com.

21. BOARD EVALUATION:

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. The Nomination and RemunerationCommittee of the Board is entrusted with the responsibility in respect of the same. TheCommittee studies the practices prevalent in the industry and advises the Board withrespect to evaluation of Board members. On the basis of the recommendations of theCommittee the Board carries an evaluation of its own performance and that of itsCommittees and individual Directors.

22. PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place Prevention of Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013. This Policy is available on the website of the Company viz www.skifl.com.No complaints were received during the financial year 2018-2019.

23. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANNEGERIAL PERSONNEL ANDEMPLOYEES:

A statement containing the details of the Remuneration of Directors Key Managerialpersonnel (KMPJ and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as [Annexure-III] to this Report.

The Company have no employee working throughout the Financial year drawing aremuneration more than as per terms of the provisions of Section 197(12) of the CompaniesAct' 2013 read with Rules 5(2) and 5[3] of the Companies (Appointment and Remuneration ofManagerial] Personnel) Rules 2014.

24. CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of corporate governance as per Regulation 15 of Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence nocorporate governance report is disclosed in this Annual Report. It is pertinent to mentionthat the Company follows majority of the provisions of the corporate governancevoluntarily.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India {Listing Obligations and DisclosureRequirements) Regulation’s 2015 is annexed herewith as part to this Report.

26. RISK AND MITIGATING STEPS:

The Company has identified various risks faced by the Company from different areas.Appropriate Structures are present so that risks are inherently monitored and controlledinter alia through strict quality assurance measures. The Company has adequate internalcontrol system and procedures to combat risks. The risk management procedure is reviewedby the Audit Committee and Board of Directors on regular basis as and when required.

27. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanationobtained by them your Directors make the following statements in terms of Section 134(5)of the Act.

a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

b) That such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat 31st March 2019 and of the profit or loss of the Company for the Financial Year endedon that date;

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 system to ensure compliance with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.

28. AUDITORS AND AUDIT REPORT:

M/s Bhatter & Company (FRN: 131092W) Chartered Accountant Mumbai appointed asstatutory auditor of the Company for the term of four years from 28th Annual GeneralMeeting of the Company till the Conclusion of 32nd AGM of the Company.

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

29. SECRETARIAL AUDITOR:

In terms of section 204 of Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Mr. SuhasGanpule Practicing Company Secretary (Membership No. 12122) & (Certificate ofPractice No. 5722) as the Secretarial Auditor

The Secretarial Audit Report for the Financial Year ended March 31 2019 is annexedherewith as Annexure-II to this report.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

(A) Conservation of energy and technology absorption:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized.

No additional Proposals/ Investments were made to conserve energy. Since the Companyhas not carried on industrial activities disclosure regarding impact of measures on costof production of goods total energy consumption etc is not applicable Thereforeprovision of section 134(m) is not applicable to the company.

(B) Foreign Exchange Earnings And Outgo:

There was no foreign exchange outgoing for the year ended as on 31st March 2019.

31. DEPOSITS (Section 73 of the Companies act 2013):

The company has not accepted deposit from the members or the public within the meaningof section 76 of the Companies Act 2013 and the rules there under as on 31st March 2019.

32. STATEMENT ON MATERIAL SUBSIDIARY:

The Company currently does not have any Material Subsidiary. The Policy onIdentification of Material Subsidiaries can be viewed on our website: www.skifl.com.

33. INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct for InternalProcedures and to Regulate Monitor and Report Trading by Insiders" which lays downguide lines and advises the Directors and Employees of the Company on procedures to befollowed and disclosures to be made while dealing in securities of the Company. The saidpolicy can be viewed on our website: www.skifl.com.

34. CHANGE IN SITUATION OF THE REGISTERED OFFICE OF THE COMPANY:

During the year under review there was change in the registered office of the Companyfrom 13 Radhakrushna Mandir Compound Rajpipla Nandod Narmada - 393145 to Bungalow No.36 Rang Residency Vadia Rajpipla District-Narmada 393145 a place which is within thelocal limit of the city with effect from 14th August 2018.

35. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their appreciation for the supportextended by the bankers business associates clients consultants advisorsshareholders investors and the employees of the Company for their continued co-operationand support.

The Board of Directors would also like to place on record their sincere appreciationfor the co-operation received from the other statutory and/or regulatory bodies.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
Place: Rajpipla
Date: 27th May 2019 AMIT KOTIA RAVI KOTIA
WHOLE TIME DIRECTOR & CFO MANAGING DIRECTOR
DIN: 07499192 DIN: 01761963