SHREE KRISHNA INFRASTRUCTURE LIMITED (CIN: L45201GJ1990PLC013979)
Bungalow No. 36 Rang Residency Vadia Rajpipla Narmada-393145
Your Directors have pleasure in presenting their 31st Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2021.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Boards Report shall be prepared based on the standalone financial statementsof the company.
(Amount in Lakhs)
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Revenue from operation ||83.78 ||73.38 |
|Other Income ||0.13 ||1.52 |
|Total Expense (excluding Depreciation) ||75.97 ||69.85 |
|Gross Profit before depreciation and tax ||7.94 ||5.05 |
|Depreciation ||6.72 ||2.24 |
|Net Profit before tax ||1.22 ||2.81 |
|Tax Expense ||0.31 ||0.73 |
|Net Profit After Tax ||0.90 ||2.08 |
|Balance of Profit brought forward ||17.24 ||15.16 |
|Balance available for appropriation ||0.90 ||2.08 |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Surplus carried to Balance Sheet ||18.14 ||17.24 |
|Earning Per Shares (EPS) || || |
|Basic ||0.03 ||0.07 |
|Diluted ||0.03 ||0.07 |
2. OPERATING PERFORMANCE:
During the year under review the Company has generated total revenue of Rs 83.78 Lakhsas compared to Rs. 73.38 Lakhs of the previous financial year 2019-20. The Companyachieved net profit of Rs 0.90 Lakhs as compared to Rs 2.08 Lakhs in previous financialyear2019-20. The directors are continuously looking for new avenues for future growth ofthe Company.
3. IMPACT OF COVID -19:
The outbreak of deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. The physical and emotional wellbeing of theemployees continues to become a priority for the Company. COVID-19 is an unprecedentedchallenge. The lockdown gave India time to make a concentrated effort to flatten theoutbreak curve. However towards later part of the year consequent to significant openingof the economic activity across the nation the demand picked up compared to that duringthe initial period of Covid-19. The Company is continuously trying to cope up with thecurrent situation. Further Company is also taking effective steps to control cost in allquarters and assess how profitability and cash flows can support ongoing operations in alow revenue environment.
4. ANNUAL RETURN:
As required pursuant to section 92(3) read with Section 134 (3) (a) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 theAnnual return as on March 31 2021 is available on the Companys website on: www.skifl.com.
As the Board of Directors wishes to plough back the profit in the business No dividendis being recommended by the Directors for the year ending on 31st March 2021.
6. AMOUNT TRANSFER TO RESERVE:
No amount is required to be transferred to reserve.
7. CAPITAL STRUCTURE:
The Authorized share capital of the company stands is Rs 30000000/- (Rupees ThreeCrore) divided into 3000000 (Thirty Lakh) Equity Shares of Rs 10/- each. During theFinancial year the Issued Subscribed and Paid up Share Capital of the Company isRs.30000000/- (Rupees Three Crore) divided into 3000000 (Thirty Lakh) Equity Sharesof Rs 10/- each fully paid-up.
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:
All contracts/arrangements/transactions entered by the Company during the FY 2020-2021with related parties were in the ordinary course of business and on an arms lengthbasis. During the year under review the Company has 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 arms length basis Form AOC-2 forms the part ofthis Board report in ANNEXURE I. Your Directors draw the attention of the membersto the Financial Statement which sets out related party disclosures.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF REPORT: There have been no material changes and commitmentsaffecting the financial position of the company which have occurred during the financialyear of the Company to which the financial 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 noSubsidiary/Joint Ventures/Associate Companies during the FY 2020-2021.
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 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 ownersundertake corrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee 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 year there is following change in composition of Management
? Ms. Resham Maniyar "Company Secretary & Compliance Officer" of theCompany has resigned from the Company w.e.f 18.01.2021.
? Ms. Rupali Maini "Company Secretary & Compliance Officer" of theCompany was appointed in the Company w.e.f 23.02.2021
? 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 Year2020-21:
|Date of Meeting ||Board Strength ||No. of Directors Present |
|1 18.06.2020 ||4 ||4 |
|2 01.09.2020 ||4 ||4 |
|3 22.10.2020 ||4 ||4 |
|4 18.01.2021 ||4 ||4 |
|5 23.02.2021 ||4 ||4 |
During the Financial Year 2020-21 No Extra-ordinary General Meeting of Company washeld.
The compositions of the Board attendance at the Board meetings held during the FY 2020 2021 under review and at the last Annual General Meeting number of directorshipsin other companies Memberships/Chairmanships of the Committees and their shareholding ason March 31 2021 in the Company are as follows: -
|Name of Director ||DIN ||Category ||No. of Board Meetings held during the tenure ||No. of Board Meetings attended during the tenure ||Attendance in last AGM dated 28.09.2020 ||*No. of Director ships in other Companies || |
|Shareh olding (Equity shares of FV of Rs. 10/- each) |
| || || || || || || ||Chair person ||Memb er || |
|Mr. Ravi Kotia ||01761963 ||Promoter MD ||5 ||5 ||v ||NIL ||- ||2 ||1108686 |
|Mr. Keyur Gandhi ||03494183 ||Non Executive Director ||5 ||5 ||v ||1 ||2 ||2 ||25364 |
|Mr. Yogesh Prajapati ||02733610 ||Independ ent Director ||5 ||5 ||v ||NIL ||1 ||2 ||- |
|Ms. Anjali Gorsia ||08211502 ||Independ ent Director ||5 ||5 ||v ||NIL ||1 ||1 ||- |
* Excludes Directorship in private limited companies foreign companies and companiesunder Section 8 of the Companies Act 2013. **Audit Committee Nomination &Remuneration Committee & Stakeholders Relationship Committee in all Indian PublicLimited Companies (including this listed entity) have been considered for the Committeepositions.
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 December 30 2020inter alia to: i. Evaluate the performance of non-independent directors and the Board asa whole; ii. Evaluate the performance of chairperson of the Company taking into accountthe views of the Executive and Non-Executive Directors of the Company; and iii. Evaluatethe quality quantity and timelines of flow of information between the management and theBoard. All Independent Directors were present at the meeting.
18. COMMITTEES OF THE BOARD AS ON 31ST MARCH 2021
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. A. Audit Committee B.Nomination & Remuneration Committee C. Stakeholders Relationship Committee All threecommittees 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 312021:
During the year under review four (4) meetings of the Audit Committee were held onJune 18 2020 October 22 2020 December 30 2020 and February 23 2021.
During the Financial Year 2020-2021 the Audit Committee met four times According toRegulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the maximum gap between two meetings shall notbe more than 120 days.
|Name of the Members ||Category of Directorship ||Designation || |
Audit Committee Meeting (S)
| || || ||Held ||Attended |
|Mr. Yogesh Prajapati ||Non-Executive Independent Director ||Chairman ||4 ||4 |
|Mr. Ravi Kotia ||Executive Director (Chairman &Managing Director) ||Member ||4 ||4 |
|Ms. Anjali Gorsia ||Non-Executive Independent Director ||Member ||4 ||4 |
There is no inter- se relationship between the directors.
The Company Secretary acts as Secretary to the Committee
The Chairman of the Audit Committee was present at the last Annual General Meeting heldon September 28 2020.
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 Companys 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 inBoards 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 half yearly 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 committee 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. View functioning of the Whistle Blower Policy;
u. Carry out any other functions as may be falling within the terms of reference of theAudit 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 312021:
During the year under review two (2) meetings of the Nomination and RemunerationCommittee were held on June 18 2020 and February 23 2021.
|Name of the Members ||Category of Directorship ||Designation || |
Nomination and Remuneration Committee Meeting (s)
| || || ||Held ||Attended |
|Ms. Anjali Gorsia ||Non-Executive Independent Director ||Chairperson ||2 ||2 |
|Mr. Keyur Gandhi ||Non- Executive Director ||Member ||2 ||2 |
|Mr. Yogesh Prajapati ||Non-Executive Independent Director ||Member ||2 ||2 |
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 2021 areas under:
|Name ||Designation ||Salary ||Perquisites ||Sitting Fees ||Total |
|Mr. Ravi Kotia ||Chairman & Managing Director ||957600 ||- ||- ||957600 |
|Mr. Keyur Gandhi ||Non-Executive Director ||- ||- ||8000 ||8000 |
|Mr. Yogesh Prajapati ||Non-Executive Independent Director ||- ||- ||13000 ||13000 |
|Ms. Anjali Gorsia ||Non-Executive Independent Director ||- ||- ||12000 ||12000 |
Disclosure pursuant to Part-ll Section-ll 3rd Provision Point No-IV of Schedule-Vunder Section 196 and 197 of all the Directors:
All elements of remuneration package such as salary benefits bonuses pension etc ofall the Directors- As stated above
Details of fixed component and performance linked incentives along with performancecriteria- Nil
Service Contracts notice period severance fees- Not Applicable
Stock options details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable- Not Applicable
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 312021
During the year under review one (1) meetings of the Stakeholders RelationshipCommittee were held on June 18 2020.
|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 |
|Mr. Yogesh Prajapati ||Non- Executive Independent Director ||Member ||1 ||1 |
Stakeholders Relationship Committee ensures quick redressal of security holder andinvestors 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 was the Company Secretary and Compliance officer of the Company uptoJanuary 18 2021. However Ms. Rupali Maini was appointed as Company Secretary andCompliance Officer w.e.f. February 23 2021 for complying with the requirements ofSecurities Law and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.
During the year under review no complaint was received. There were no instruments fortransfer pending as on March 31 2021.
19 . POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 31st March 2021 the Board consists of 4Members 1 is Executive Director and 1 is a Non-Executive Non-Independent Director and 2of who are Non-Executive Independent Directors. The Board periodically evaluates the needfor change in its composition and size. The Policy of the Company on Directorsappointment and remuneration including criteria for determining qualifications positiveattributes independence of director and other matters provided under Section 178(3) ofthe Companies Act 2013 adopted by the Board can be viewed on our website viz www.skifl.com.We affirm that the remuneration paid to the director is as per the terms laid out in thesaid 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 hasbeen entrusted with the responsibility of overseeing the Vigil Mechanism. The WhistleBlower Policy is available on the website of the 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.
Shree Krishna Infrastructure Limited 25 31stAnnual Report FY 2020-2021
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 2020-2021.
23.DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES: A statement containing the details of the Remuneration of Directors KeyManagerial personnel (KMP) and Employees as required under Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as [Annexure-III] to thisReport.
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 of the Companies (Appointment and Remuneration ofManagerial] Personnel) Rules 2014.
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) Regulations 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 internal control system and procedures to combat risks. Therisk management procedure is reviewed by the Audit Committee and Board of Directors onregular 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 2021 and profit or loss of the Company for the Financial Yearended on 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 was 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 AnnualGeneral Meeting 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 2014M/s S.G & Associates PracticingCompany Secretaries Mumbai (Membership No 12122 COP 5722) resigned as a Secretarialauditor of the Company for the Financial year 2020-2021 thereafter M/S. Pooja Gandhi&Co. Practicing Company Secretary (Membership No. 22838) & (Certificate of PracticeNo. 20135) is appointed as the Secretarial Auditor of the Company. The Secretarial AuditReport for the Financial Year ended March 31 2021 is annexed herewith as Annexure-IIto this report.
30 .CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
(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 theCompany has not carried on industrial activities disclosure regarding impact of measureson cost of 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 March2021.
31.DEPOSITS (Section 73 of the Companies act 2013):
During the year under review your company has not accepted any deposits from the publicand therefore no information is required to be furnished in respect of outstandingdeposits.
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 . SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards with regard to Meeting ofBoard of Directors (SS-1) and General Meetings (SS-2)as well as the Report on Board ofDirectors(SS-4) issued by The Institute of Company Secretaries of India have been dulyfollowed by the Company.
34 . DISCLOSURE ABOUT COST AUDIT:
Maintenance of Cost Records and requirement of Cost audit as prescribed underprovisions of Section 148(1) of the Act are not applicable for business activitiescarried out by the Company.
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.
36. CHANGE IN SITUATION OF THE REGISTERED OFFICE OF THE COMPANY:
During the year under review there was no change in the registered office of theCompany.
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 ||Sd/- |
|Date: July 16 2021 ||Ravi Kotia |
| ||Chairman & Managing Director |
| ||DIN: 01761963 |