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Sikko Industries Ltd.

BSE: 538419 Sector: Agri and agri inputs
NSE: SIKKO ISIN Code: INE112X01017
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Sikko Industries Ltd. (SIKKO) - Director Report

Company director report

To

The Members of

Sikko Industries Limited

The Board of Directors hereby submits the report of the business and operations of yourCompany along with the Audited Financial statements for the financial year ended March31 2021.

FINANCIAL HIGHLIGHTS:

(Amount in Rs)

Particulars F.Y. 2020-21 F.Y. 2019-20
Revenue from operations 396581272.67 319869718.00
Other income 19145079.72 5331726.27
Total Income 415726352.39 325201444.27
Less: Total Expenses before Depreciation Finance Cost and Tax 370309157.22 278385468.68
Operating Profits before Depreciation Finance Cost and Tax 45417195.17 46815975.59
Less: Finance cost 2875453.99 5706440.89
Less: Depreciation 5954679.00 7011278.13
Profit / (Loss) Before Tax 36587062.18 34098256.57
Less: Current Tax 10950000.00 10080000.00
Less: Deferred Tax Liabilities/ (Assets) (345000.00) (335000.00)
Profit/ (Loss) after tax (PAT) 25982062.18 24353256.57

COMPANY'S PERFORMANCE:

During the year under review the Company has earned total income of Rs.4157.26 Lakhsas against the total income of Rs.3252.02 Lakhs of previous year which states 27.84%increase in the total income as compared to previous year. The profit before tax in thefinancial year 2020-21 stood at Rs.365.87 Lakhs as compared to profit of Rs.340.98 Lakhsfor last year and net profit after tax stood at Rs.259.82 Lakhs compared to profit ofRs.243.53 Lakhs for the previous year which state 6.69% increase in profit of the Company.

IMPACT OF COVID-19:

Due to Covid-19 Pandemic the Company's operations were temporarily disrupted atmanufacturing facilities and sales depots across the Country. However being the Company'sproducts are covered under Essential Commodities there is no major impact of Covid-19 onthe business. The Factories and Depot were closed for short period during lockdown andthereafter opened with all safety security and other measures / precautions as requiredby Government and Health advisories for uninterrupted supply of essential commodities.All safety security and other measures / precautions are taken at Factories Depots andOffices as required by Government and Health advisories.

The Company was prompt to implement various measures to protect employees communitiesand operations from ensuring that the supply chain was not impacted. The Company alsoencouraged non-critical operations to work from home and carry out interactionselectronically. The Company adheres to government advisories and guidelines in and aroundthe sites. The Company closely engages with suppliers vendors and distributors to ensurethat there is a minimal impact on business operations. Further relationships with thedomestic manufacturers and distributors have helped the Company to sustain inventories inthe pipeline during the lockdown period.

DIVIDEND:

Your Directors wish to conserve resources for future expansion and growth of theCompany. Hence no Dividend has been declared by the Directors during the Financial Year2020-21 (Previous Year Nil.

AMOUNT TRANSFERRED TO RESERVES:

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN THE NATURE OF BUSINESS:

During the year there was no change in the nature of business carried out by theCompany.

SHARE CAPITAL:

During the year under review following changes took placed in the share capital of theCompany.

Authorized Capital:

The Authorized Share Capital of the Company was increased from Rs.600.00 Lakh dividedin to 6000000 Equity Shares of Rs.10.00 each to Rs.1200.00 Lakh divided in to 12000000Equity Shares of Rs.10.00 each by passing Special Resolution through Postal Ballot andRemote e-voting on March 8 2021.

The present Authorized Capital of the Company is Rs.1200.00 Lakh divided in to12000000 Equity Shares of Rs.10.00 each.

Issued Subscribed & Paid-Up Capital:

The Issued Subscribed and Paid-up Capital of the Company was increased from Rs.560.00Lakh divided in to 5600000 Equity Shares of Rs.10.00 each to Rs.1120.00 Lakh divided into 11200000 Equity Shares of Rs.10.00 each by way of allotment of Bonus Equity Shares onMarch 20 2021 in the ratio of 1 bonus equity share of Rs.10.00 for each 1 equity shareof Rs.10.00 held by the beneficial owners as on March 19 2021.

The present Issued Subscribed and Paid-up Capital of the Company is Rs.1120.00 Lakhdivided in to 11200000 Equity Shares of Rs.10.00 each.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from requirement of having composition of Board as per Regulation 17of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairpersonof more than five committees across all the Public companies in which they are Director.The necessary disclosures regarding Committee positions have been made by all theDirectors. None of the Director of the Company is serving as a Whole-Time Director in anyListed Company and is holding position of Independent Director in more than 3 ListedCompany. Neither any of the Director of the Company is holding position as Director inmore than 7 listed entities nor any of the Director of the Company serve as IndependentDirector in more than 7 listed entities. The Board comprise following Directors;

Name of Director Category Cum Designation Date of Appointment at current Term Total Directorship No. of CommitteeA No. of Shares held as on March 31 2021
in which Director is Members in which Director is Chairperson
Mr. Ghanshyambhai Kumbhani Chairman and Whole-Time Director (Promoter) January 12 2017 2 721480 Equity Shares
Mr. Jayantibhai Kumbhani Managing Director (Promoter) January 12 2017 3 1 3054084 Equity Shares
Mrs. Alpaben Kumbhani Non-Executive Director (Promoter Group) June 4 2021 1 1 1118640 Equity Shares
Mrs. Mamtaben Thumbar Non-Executive Independent Director February 10 2017 1 1 1
Mr. Hasmukhbhai Vavaiya Non-Executive Independent Director May 4 2017 1 2
Mr. Rupen Patel Non-Executive Independent Director September 4 2021 2 1 1 176000 Equity Shares

 

A Committee includes Audit Committee and Shareholders' Grievances Committeeacross all Public Companies.

~ Excluding Foreign Companies Section 8 Companies & struck off Companies.

Board Meetings:

During the year under review the Board of Directors of the Company met 6 (Six) timesviz. on June 27 2020 September 03 2020 November 11 2020 December 24 2020 February04 2021 and March 20 2021. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided under section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual GeneralMeeting are given below:

Name of Director Ghanshyambhai Kumbhani Jayantibhai Kumbhani Pravinbhai Kumbhani Hasmukhbhai Vavaiya Mamtaben Thumbar
Number of Board Meeting held 6 6 6 6 6
Number of Board Meetings Eligible to attend 6 6 6 6 6
Number of Board Meeting attended 6 6 6 6 6
Presence at the previous AGM Yes Yes Yes Yes No

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two NonPromoter Non-Executive Independent Directors in line with the act. TheBoard of Directors in their meeting held on September 4 2021 has also appointed Mr.Rupen Patel as an Additioanl (Non-Executive Independent) Director of the Company w.e.f.September 4 2021. Further all three Independent Directors of the Company have registeredthemselves in the Independent Directors' Data Bank.

A separate meeting of Independent Directors was held on February 04 2021 to review theperformance of NonIndependent Directors and Board as whole and performance of Chairpersonof the Company including assessment of quality quantity and timeliness of flow ofinformation between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company at www.sikkoindia.com.

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013.

Information on Directorate:

During the year under review there were no changes took place in the composition ofboard of directors of the Company.

After the closure of financial year Mr. Pravinbhai Kumbhani Non-Executive Director ofthe Company has tendered his resignation w.e.f. May 25 2021. The Board placed on recordits appreciation for the guidance and contribution made by Mr. Pravinbhai Kumbhani duringhis tenure on the Board.

The Board of Directors of the Company in their Meeting held on June 04 2021 hasappointed Mrs. Alpaben J. Kumbhani (DIN: 00587848) as an Additional Non-Executive Directorof the Company w.e.f. June 04 2021. In the opinion of the Board of Directors andNomination and Remuneration Committee Mrs. Alpaben J. Kumbhani qualifies to be appointedas Non-Executive Director and hence recommends her appointment as Non-Executive Directoron the Board of the Company. Necessary resolution for her appointment as Non-ExecutiveDirector is proposed for the approval of the Members at the ensuing Annual GeneralMeeting.

Again the Board of Directors in their meeting held on September 4 2021 has alsoappointed Mr. Rupen Patel as an Additioanl (Non-Executive Independent) Director of theCompany w.e.f. September 4 2021. In the opinion of Nomination and Remuneration Committeeand the Board Mr. Rupen Jayantibhai Patel (DIN: 09247614) fulfills the conditionsspecified in the Companies Act 2013 and the Rules made thereunder and he is independentof the Management and hence recommends his appointment as Non-Executive IndependentDirector on the Board of the Company to hold office for a period up to September 03 2026.Necessary resolution for his appointment as Non-Executive Independent Director is proposedfor the approval of the Members at the ensuing Annual General Meeting.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Ghanshyam Mohanbhai Kumbhani (DIN: 00587855) Whole Time Directorof the Company retires by rotation at the ensuing annual general meeting. He beingeligible has offered himself for re-appointment as such and seeks re-appointment. TheNomination and Remuneration Committee and Board of Directors recommend his re-appointmenton the Board.

The relevant details as required under Regulation 36 (3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andSecretarial Standard of the person seeking re-appointment/ appointment as Director arealso provided in Notes to the Notice convening the 21st Annual General meeting.

KEY MANAGERIAL PERSONNEL:

In accordance with Section 203 of the Companies Act 2013 the Company has on itsBoard Mr. Ghanshyambhai Kumbhani (DIN: 00587855) who is acting as Chairman & WholeTime Director Mr. Jayantibhai Kumbhani (DIN: 00587807) who is acting as a ManagingDirector Mr. Mukesh Shah who is acting as Chief Financial Officer and Ms. AnkitaLunagariya Company Secretary and Compliance officer continued to be Key ManagerialPersonnel of the Company during the Financial Year 2020-21.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees chairman and individual directors pursuant to the provisions of the Act.

o The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

o The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

o The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on February 04 2021 to evaluate theperformance of nonindependent directors performance of the board as a whole andperformance of the chairman taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. In preparation of annual accounts for the year ended March 31 2021 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c. The Directors had taken proper and sufficient care 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. The Directors had prepared the annual accounts for the year ended March 31 2021 ongoing concern basis.

e. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board of Directors considering the requirement of the act has formed variouscommittees details of which are given hereunder.

(a) Audit Committee:

Audit Committee meeting is generally held for the purpose of recommending the halfyearly and yearly financial result. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of the Committee. The detailedterm of reference of the Committee is as per Section 177 of the Companies Act 2013.

During the year under review Audit Committee met 2 (Two) Times during the FinancialYear 2020-21 viz. on June 27 2020 and November 11 2020.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2020-21
Held Eligible to attend Attended
Mr. Hasmukhbhai Vavaiya Independent Director Chairperson 2 2 2
Mrs. Mamtaben Thumbar Independent Director Member 2 2 2
Mr. Jayantibhai Kumbhani Executive Director Member 2 2 2

The Statutory Auditors and Chief Financial Officer of the Company are invited in themeeting of the Committee wherever required. Further the Company Secretary of the Companyis acting as Secretary to the Audit Committee.

Mr. Hasmukhbhai Vavaiya the Chairperson of the Committee had attended last AnnualGeneral Meeting of the Company held on September 29 2020.

Recommendations of Audit Committee wherever/whenever given have been accepted by theBoard.

The Audit Committee was reconstituted by the Board of Directors on September 4 2021by re-designating Mr. Hasmukhbhai Vavaiya as Member of the Committee and removing Mrs.Mamtaben Thumbar from the Committee. Again Mr. Rupen Patel was inducted in the Committeeas Chairperson effective from September 4 2021.

(b) Stakeholder's Grievance & Relationship Committee:

The Stakeholder's Grievance & Relationship Committee is made mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants etc.

During the year under review Stakeholder's Grievance & Relationship Committee met4 (Four) times viz. on June 27 2020; September 03 2020; November 11 2020 and February04 2021.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2020-21
Held Eligible to attend Attended
Mrs. Mamtaben Thumbar Independent Director Chairperson 4 4 4
Mr. Hasmukhbhai Vavaiya Independent Director Member 4 4 4
Mr. Pravinbhai Kumbhani Non-Executive Director Member 4 4 4

Company Secretary and Compliance officer of the Company provides secretarial support tothe Committee.

During the year under review the Company had received Nil complaints from theShareholders. There was no complaint pending for resolution as on March 31 2021.

(c) Nomination and Remuneration Committee:

The Nomination and Remuneration committee is formed in line with the provisions ofSection 178 of the Companies Act 2013. Nomination and Remuneration Committee meetings aregenerally held for identifying the persons who are qualified to become Directors and maybe appointed in senior management and recommending their appointments and removal.Further the committee shall also meet as and when the need arises for review ofManagerial Remuneration.

During the year under review Nomination & Remuneration Committee met 2 (Two) timesviz on September 03 2020 and February 04 2021.

The composition of the Committee and the details of meetings attended by its membersare given below:

Name of Members Category Designation in Committee Number of meetings during the financial year 2020-21
Held Eligible to attend Attended
Mr. Hasmukhbhai Vavaiya Independent Director Chairperson 2 2 2
Mrs. Mamtaben Thumbar Independent Director Member 2 2 2
Mr. Pravinbhai Kumbhani Non-Executive Director Member 2 2 2

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company www.sikkoindia.com.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel. Key points of the Nomination and Remuneration Policy are;

A. Policy on Appointment and Nomination of Directors Key Managerial Personnel andSenior Management Personnel:

o The policy is formulated to identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as Director Key ManagerialPersonnel and Senior Management personnel and recommend to the Board for his / herappointment. o A person should possess adequate qualification expertise and experiencefor the position he/ she is considered for appointment.

o In case of appointment of Independent Director the Committee shall satisfy itselfwith regard to the independent nature of the Director vis-a-vis the Company so as toenable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director KMP and Senior Management Personnel:

The Company's remuneration policy is driven by the success and performance of DirectorKMP and Senior Management Personnel vis-a-vis the Company. The Company's philosophy is toalign them with adequate compensation so that the compensation is used as a strategic toolthat helps us to attract retain and motivate highly talented individuals who arecommitted to the core value of the Company. The Company follows mixed of fixed paybenefits and performance based variable pay. The Company pays remuneration by way ofsalary benefits perquisites and allowance. The remuneration and sitting fees paid by theCompany are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy as adopted by the Board of Directors is placedon the website of the Company at www.sikkoindia.com.

Remuneration of Directors:

(Rs in Lakh)

Name of Directors Designation Salary Perquisite Total
Mr. Ghanshyambhai Kumbhani Chairman and Whole-Time Director 39.00 - 39.00
Mr. Jayantibhai Kumbhani Managing Director 39.00 - 39.000

PUBLIC DEPOSITS

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY

Details of Loans Guarantees and Security covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at https://sikkoindia.com/wp-content/uploads/2021/09/Annual-Return-2020-21.pdf.

TRANSACTIONS WITH RELATED PARTIES

A particular of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is annexed to this Reportas "ANNEXURE - A".

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition.

The Internal Auditors of the Company carry out review of the internal control systemsand procedures. The internal audit reports are reviewed by Audit Committee.

Your Company has also put in place adequate internal financial controls with referenceto the financial statements commensurate with the size and nature of operations of theCompany. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act 2013 read with Companies (Cost recordsand audits) Rules 2014 the Company was not required to maintain the cost records andaccordingly the Company has not maintained the Cost record for financial year 2020-21.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312021 to the date of this Report.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as "Annexure - B".

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate annexure forming part of this report. Further thereport and the accounts are being sent to the Members excluding the aforesaid annexure. Interms of Section 136 of the Act the said annexure is open for inspection Members of theCompany.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Reportas "Annexure -C".

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. D G M S & Co. Chartered Accountants Jamnagar (FRN: 0112187W)were appointed as Statutory Auditors of the Company to hold office till conclusion of the24th Annual General Meeting (AGM) of the company to be held in the calendar year 2024.

The Notes to the financial statements referred in the Auditors Report areself-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationor adverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Anand S. Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport is annexed herewith as "Annexure -D" to this Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under review no significant and material orders passed by anyregulators or courts or tribunals impacting the going concern status and company'soperation in future.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

The Company does not have any Subsidiary Joint venture or Associate Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

i Issue of Equity Shares with differential rights as to dividend voting or otherwise;

ii Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

iii Annual Report and other compliances on Corporate Social Responsibility;

iv There is no revision in the Board Report or Financial Statement;

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered Office 508 Iscon Elegance Nr. Jain Temple For and on behalf of Board of Directors For. Sikko Industries Limited
Nr. Prahladnagar Pick up Stand
Vejalpur Ahmedabad - 380 051.
Ghanshyam M Kumbhani Jayantibhai M. Kumbhani
Place: Ahmedabad Chairman and Whole-Time Director Managing Director
Date: September 4 2021 DIN: 00587855 DIN: 00587807

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