You are here » Home » Companies ยป Company Overview » Sika Interplant Systems Ltd

Sika Interplant Systems Ltd.

BSE: 523606 Sector: Engineering
NSE: N.A. ISIN Code: INE438E01016
BSE 00:00 | 06 Feb 677.40 -3.70
(-0.54%)
OPEN

699.60

HIGH

699.60

LOW

668.00

NSE 05:30 | 01 Jan Sika Interplant Systems Ltd
OPEN 699.60
PREVIOUS CLOSE 681.10
VOLUME 1742
52-Week high 990.80
52-Week low 543.00
P/E 25.73
Mkt Cap.(Rs cr) 287
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 699.60
CLOSE 681.10
VOLUME 1742
52-Week high 990.80
52-Week low 543.00
P/E 25.73
Mkt Cap.(Rs cr) 287
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sika Interplant Systems Ltd. (SIKAINTERPLANT) - Director Report

Company director report

To the Members

The Directors are pleased to present the Thirty-Sixth Annual Report ofthe Company and the Audited Financial Statements for the year ended 31stMarch2022.

FINANCIAL HIGHLIGHTS

(Rs in lakhs)

Particulars Standalone Consolidated
FY 2022 FY 2021 FY 2022 FY 2021
Total Income 10183.00 8224.89 10183.10 8225.22
Profit (Loss) before Tax and Depreciation 2313.07 1656.14 2310.15 1658.55
Provision for Taxes 571.86 389.30 572.15 389.30
Depreciation 74.47 73.48 84.08 84.84
Profit (Loss) for the Year After Tax and Depreciation (including other Comprehensive Income) 1552.44 1203.80 1539.63 1194.85
Earnings per Share (in Rs) 39.31 28.14 39.01 27.93

COMPANY?S PERFORMANCE

During the year under review your Company achieved Total Income of Rs10183 Lakhs on a Standalone basis as compared to Rs 8224.89 Lakhs during the previousFinancial Year. After considering Interest Depreciation Foreign Exchange (Loss) / Gainand Tax the Company has Net Profit of Rs 1552.44 Lakhs for the current Financial Year asagainst Net Profit of Rs 1203.80 Lakhs in the previous Financial Year.

On a Consolidated basis your Company achieved Total Income of Rs10183.10 Lakhs during the year under review as compared to Rs 8225.22 Lakhs during theprevious Financial Year. After considering Interest Depreciation Foreign Exchange (Loss)/ Gain and Tax the Company has Net Profit of Rs 1539.63 Lakhs for the current FinancialYear as against Net Profit of Rs 1194.85 Lakhs in the previous Financial Year.

DIVIDEND

The Directors of your Company recommend a dividend of ?4.00 per equityshare of ?10.00 subject to the approval of the members payable to those shareholderswhose names appear in the Register of Members as on the book closure date.

TRANSFER TO GENERAL RESERVE

No amount is proposed to be transferred to the general reserve for theyear under review.

SUBSIDIARY COMPANIES

The Company has 4 subsidiaries as on March 312022. There are noassociate companies within the meaning of section 2(6) of the Companies Act 2013("Act"). There has been no material change in the nature of the business of thesubsidiaries during the period under review.

During the year the Board of Directors ("the Board")reviewed the affairs of the subsidiaries. In accordance with Section 129(3) consolidatedfinancial statements of the Company have been prepared which forms a part of this AnnualReport. Further a statement containing salient features of the financial statement of theCompany's subsidiaries in Annexure -I -Form AOC-1 is appended to the Board's report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has received necessary declaration from each independentdirector under Section 149(7) of the Companies Act 2013 (the "Act") that theymeet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("SEBI Listing Regulations").

During the year the Non-Wholetime directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees andexpenses incurred for attending meetings of the Company.

As per the provisions of the Act Mrs. Anuradha Sikka retires byrotation at the ensuing Annual General Meeting and being eligible has offered herselffor re-appointment. The Board recommends her re-appointment.

The Board on the basis of the recommendations made by the Nomination& Remuneration Committee has approved the appointment of Mr._ Garimella BhaskarVenkata Satya as an Independent Non-Executive Director for a period of 5 years from 1stOctober 2022 to 30th September 2027 subject to the approval of the shareholdersin the ensuing Annual General Meeting.

The disclosures pertaining to the above as required by Schedule V ofthe Act are provided in the Explanatory Statement accompanying the AGM Notice.

Four meetings of the board were held during the year. For details ofthe meetings of the Board reference may be made to the corporate governance report whichforms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Directors'Responsibility Statement is given hereunder:

i In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departuresif any;

ii The Directors have in the selection of the accounting policiesconsulted the statutory auditors and have applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

iii The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv The Directors have prepared the annual accounts on a going concernbasis;

v The Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

vi The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

BOARD EVALUATION

SEBI Listing Regulations mandates that the Board shall monitor andreview the Board evaluation framework. The structure includes the evaluation of directorson various parameters such as board dynamics and relationships information flow decisionmaking relationship with stakeholders company performance tracking board andcommittees' effectiveness and peer evaluation.

As per the provisions of the Act including Schedule IV the evaluationof all the directors and the Board as a whole was conducted based on the criteria andframework adopted by the Board. The evaluation process has been explained in the corporategovernance report. The Board approved the evaluation results as collated by the nominationand remuneration committee.

POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel and their remuneration which is stated in the corporate governancereport that forms part of this report.

AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which forms part of this report.

AUDITORS

a. Statutory Auditors

At the AGM held on 27th September 2018Messrs.B.N.Subramanya & Co. Chartered Accountants (Firm Registration No. 004142S)were appointed as Statutory Auditors of the Company for a period of five consecutiveyears. As per the provisions of Section 139 of the Act Messrs.B.N.Subramanya & Co.have confirmed that they are not disqualified from continuing as Auditors of the Company.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Messrs. N. K. Hebbar & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexedherewith.

c. Statutory Auditor?s Report & Secretarial Auditor?sReport

The Statutory Auditor's Report and Secretarial Auditor's Report do notcontain any qualifications reservations or adverse remarks.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee has formulated andrecommended to the Board a CSR Policy indicating the activities to be undertaken by theCompany which has been approved by the Board. The CSR Policy of the Company is alignedwith the Act and is available on the website of the Company.

During the financial year the Company had committed to spend ?20.77Lakhs towards various CSR activities. Of this amount ?1.58 Lakhs has been spent towardsongoing projects and the balance of ? 19.18 Lakhs has been transferred to the prescribed"Unspent CSR Account" to be utilised for ongoing projects. The Annual Report onCSR activities is appended as Annexure-III to the Board's report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the preservation of the accounting records and the timelypreparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has a robust Risk Management framework commensurate withthe size and scale of its operations to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

The development and implementation of risk management policy has beencovered in the Management Discussion and Analysis which is a part of this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The particulars of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are disclosed in note 38 of the Financial StandaloneStatements forming part of this report. The same was given to a wholly owned subsidiary ofthe Company for meeting its statutory requirements.

During the year the Company provided loans to M/s.Aerotek SikaAviosystems Private Limited as approved at the 32nd AGM and to its wholly ownedsubsidy M/s.Sika Tourism Private Limited for meeting statutory dues which is at arm lengthbasis.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during thefinancial year were on arm's length basis and were in the ordinary course of business.There are no materially significant related party transactions made by the Company withPromoters Directors KMP or other designated persons which may have a potential conflictwith the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee asalso the Board for approval wherever required. Prior omnibus approvals of the AuditCommittee were obtained for the transactions of repetitive nature as applicable. None ofthe Directors have any pecuniary relationships or transactions vis-a-vis with the Company.Information on transactions with related parties which were in the nature for professionaland consultancy services pursuant to section 134 (3)(h) of the Companies (Accounts)Rules 2014 are annexed herewith in Form AOC-2 and the same forms part of this report.

EXTRACT OF ANNUAL RETURN

As provided under Section 23(3) of the Companies (Amendment) Act 2017the extract of the annual return in the prescribed form MGT-9 and Annual Return has beenplaced on the company's website www.sikaglobal.com.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules thereunder for preventionand redressal of complaints of sexual harassment at workplace. During the financial year2021-22 the Company had received zero complaints on sexual harassment and accordingly nocomplaints remain pending as of 31st March 2022.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud asspecified under the second proviso of Section 143(12) of the Act. PARTICULARS OFEMPLOYEES

The information required under section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in the Corporate Governance report that forms a part of the Report.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public and assuch no amount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations Management Discussion and AnalysisCorporate Governance Report and Auditors' Certificate on corporate governance areappended which form part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO Conservation of Energy:

The operations of the Company are not energy intensive. Howeveradequate measures have been taken to conserve and reduce the energy consumption.Initiatives to integrate energy efficiency into overall operations are undertaken throughdesign considerations and operational practices. The key initiatives towards energyconservation were:

a) Improved monitoring of energy consumption;

b) Creating awareness within the Company on energy conservation;

c) Increased focus on procurement of energy efficient equipment; and

d) Exploring options towards utilisation of renewable energy.

Technology Absorption Adaptation and Innovation

a) Technology absorption and adaptation continues to be at core of theCompany's objectives and associated strategy. The Company continues to use the latesttechnologies for improving productivity and the quality of its products and services.During the year the Company has made continued efforts in developing new designs to meetrequirements of customers.

b) The research and development efforts of the Company are customerneed based and hence it is a continuous process. Because of its in-house R&D effortsthe Company was able to deliver the best solutions to the customers in a cost-effectivemanner including for participation in import substitution programs for aerospace anddefence projects capitalising on new business opportunities and improvement of existingdesigns.

c) The Company has not imported any technology during the last threeyears.

d) The expenditure incurred on Research and Development during the yearwas Rs.99.68 Lakhs.

Foreign Exchange Earning and Outgo

During the year under review the Company earned Rs 34.29 Lakhs inforeign exchange and spent Rs 5730.51 Lakhs.

MATERIAL CHANGES AND COMMITTMENTS

There have been no significant material changes and commitmentsaffecting the financial position between the end of the financial year and the date of thereport.

SIGNIFICANT AND MATERIAL ORDERS

There were no significant orders passed by any regulators or courts ortribunals during the year under review impacting the going concern status and Company'soperations in the future.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of thesupport which the Company has received from its employees shareholders customerslenders business associates vendors and the promoters of the Company.

On behalf of the Board of Directors
Rajeev Sikka
Bangalore Executive Chairman
12th August 2022

.