You are here » Home » Companies » Company Overview » SKM Egg Products Export (India) Ltd

SKM Egg Products Export (India) Ltd.

BSE: 532143 Sector: Agri and agri inputs
NSE: SKMEGGPROD ISIN Code: INE411D01015
BSE 00:00 | 20 Jul 73.10 3.40
(4.88%)
OPEN

70.00

HIGH

73.15

LOW

66.60

NSE 00:00 | 20 Jul 73.15 2.60
(3.69%)
OPEN

70.25

HIGH

73.85

LOW

67.55

OPEN 70.00
PREVIOUS CLOSE 69.70
VOLUME 9706
52-Week high 137.90
52-Week low 65.00
P/E 203.06
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.00
CLOSE 69.70
VOLUME 9706
52-Week high 137.90
52-Week low 65.00
P/E 203.06
Mkt Cap.(Rs cr) 192
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SKM Egg Products Export (India) Ltd. (SKMEGGPROD) - Director Report

Company director report

To

The Members

On behalf of the Board of Directors (the "Board') it gives me great pleasure topresent the 22nd Annual Report of SKM EGG PRODUCTS EXPORT (INDIA) LIMITED alongwith the Audited Financial Statement of Accounts for the year ended 31st March 2017.

1. SUMMARISED FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Financial Parameters For the Year ended 31st March 2017 31st March 2016
Total Income 21791.87 28220.17
Profit/(Loss) before Interest and Depreciation and Tax 1843.39 4776.59
Less: Financial Cost 489.26 254.18
Depreciation & Amortization 1203.55 1207.51
Profit Before tax 150.59 3314.90
Less : Provision for Tax
Current 84.68 1223.38
Deferred Tax (184.65) (173.45)
Profit After Tax and available for appropriation 250.56 2264.97
APPROPRIATIONS
Proposed dividend - 263.30
Dividend Distribution Tax - 53.91
Surplus carried to Balance Sheet 250.56 1947.76

2. OPERATIONS:

The Company's total revenue is Rs.217.92 Crores during the current year as againstRs.282.20 Crores during the previous year. The Export during the year has been Rs.165.82Crores as compared to Rs.254.83 Crores during the previous year 2015-16.

3. DIVIDEND:

Since the profit earned is not sufficient the Directors have not recommended anydividend for the year under review.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Board of the company has decided/proposed to carry Rs. Nil to its reserves.

Reserve Amount (Rs)
Transfer to Statutory Reserve NIL
Transfer to Capital Reserve NIL
Transfer to General Reserve NIL
Transfer to Investment Reserve NIL
Transfer to Special Reserve NIL

5. SHARE CAPITAL :

The paid up Equity Share Capital as on March 31 2017 was Rs. 26 33 00000. Duringthe year under review the company has not issued any shares or any convertibleinstruments.

6. CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 a Management Discussion and Analysis Report anda Corporate Governance Report are made part of this Annual Report.

A Certificate from the Auditors of the Company regarding compliance of the conditionsof Corporate Governance as stipulated in SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached to this Report. (Appendix-A).

7. DEMATERIALISATION OF SHARES:

88.34 % of the company's paid up Equity Share Capital is in dematerialized form ason 31st March 2017 and balance 11.66% is in physical form. The Company's Registraris M/s S.K.D.C. Consultants Ltd. having their registered office at Kanapathy Towers 3rdFloor 1391/A1 Sathy Road Ganapathy Coimbatore - 641 006.

8. NUMBER OF BOARD MEETINGS :

The Board of Directors duly met 4 times during the financial year from 1st April 2016to 31st March 2017. The dates on which the meetings were held are as follows: 25.05.201601.08.2016 26.10.2016 and 30.01.2017. The maximum interval between any two meetings didnot exceed 120 days as prescribed in the Companies Act 2013.

9. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account created by the IEPF Authority. The Amount to be transferred to IEPFunder the provisions of the Act read with IEPF authority (Accounting Audit Transfer andRefund) Rules 2016 would be transferred subject to the pending litigation with the IncomeTax Department.

10. BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withSEBI (LODR) Regulations 2015 of the listing Regulations the Board members were informedabout risk assessment and minimization procedures after which the Board formally adoptedsteps for framing implementing and monitoring the risk management plan for the company.The main objective of this policy is to ensure sustainable business growth with stabilityand to promote a pro-active approach in reporting evaluating and resolving risksassociated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations Competition Business risk Technology obsolescenceInvestments Retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES :

The brief outline of the Corporate Social Responsibility (CSR) Policy as recommended bythe CSR Committee and approved by the Board of Directors of the Company and theinitiatives undertaken by the Company on CSR Activities during the year are set out in theAppendix of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules2014. The CSR Policy is available on the website of theCompany www.skmegg.com.

CSR Committee meeting held on 24th March 2017 and attended by all threemembers. The Minutes of the CSR Committee are noted by the Board. The details of thecomposition of the Committee meetings held attendance at the meetings along with sittingfees paid are given in Table.

NAME CATEGORY POSITION

NO.OF MEETINGS

SITTING FEES PAID (In Rs.)
Held Attended
Dr.L.M.Ramakrishnan ID* Chairman 1 Yes NIL
Shri.C.Devarajan ID* Member 1 Yes NIL
Smt.S.Kumutaavalli NED** Member 1 Yes NIL

(*ID-Independent Director ** Non-executive Director)

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany. The policy is available on the Company's Website www.skm.egg.com.

14. RELATED PARTY TRANSACTIONS:

All the transactions entered with the related parties during the financial year were onan arm's length basis and were in the ordinary course of business. Transactions withrelated parties entered by the Company in the normal course of business are periodicallyplaced before the Audit Committee /Board for its omnibus approval and since there are notransactions which are not on arm's length basis and material in nature Form AOC-2 is notbeing annexed. The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules there under and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. This Policy was considered and approved by the Board has been uploadedon the website of the Company at www.skmegg.com.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are given in the Appendix-B tothis report.

16. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT-9 is annexed herewith as Appendix-C.

17. DETAILS OF DIRECTORS & COMMITTEES: A. Composition:

The Company has a very balanced and diverse Board of Directors which primarily takescare of the business needs and stakeholders' interest. The Non-executive Directorsincluding Independent Directors on the Board are experienced competent and highlyrenowned persons from the fields of manufacturing finance & taxation economics lawgovernance etc. They take active part at the Board and Committee Meetings by providingvaluable guidance to the Management on various aspects of business policy directiongovernance compliance etc. and play critical role on strategic issues which enhances thetransparency and add value in the decision making process of the Board of Directors.

The composition of the Board also complies with the provisions of the Companies Act2013 and the SEBI (Listing obligations and disclosure requirements) Regulations 2015. Asat the end of corporate financial year 2017 the total Board strength comprises of thefollowing:

Executive Director 2
Non-Independent Directors & Non-Executive Directors 2
Independent Directors 5
Nominee Director-TIDCO 1
Total Strength 10

B. Particulars of Directorships of other Companies:

OTHER DIRECTORSHIPS

Name of the Director Name of the Company Position
and Designation
Shri.SKM Maeilanandhan SKM Animal Feeds and Foods
(Executive Chairman) (India) Private Ltd Whole Time Director
SKM Siddha and Ayurvedha
Company (India) Private Limited Director
SKM Universal Marketing Company
India Private Limited Director
Agro Corpex India Limited Director
Shri.SKM Shree Shivkumar SKM Siddha and Ayurvedha
(Managing Director) Company (India) Private Limited Director
SKM Universal Marketing Company
India Private Limited Managing Director
SKM Shrees Farms India Private Limited Director
SKM Shree Developers India Private Limited Director
SKM Shree Herbals India Private Limited Director
SKM Shree Energy India Private Limited Director
SKM Shrees Properties India Private Limited Director
Smt.S.Kumutaavalli SKM Siddha and Ayurvedha Company
(Non-Executive Director) (India) Private Limited Managing Director
SKM Universal Marketing Company India
Private Limited Director
SKM Shree Developers India Private Limited Director
SKM Shree Herbals India Private Limited Director
SKM Shrees Properties India Private Limited Director
Shri.S.M.Venkatachalapathy SKM Siddha and Ayurvedha Company
(Non-Executive Director) (India) Private Limited Director
SKM Shrees Farms India Private Limited Director
SKM Shree Energy India Private Limited Director
Shri.P. Kumarasamy SKM Universal Marketing Company India
(Independent Director) Private Limited Director
Name of the Director Name of the Company Position
and Designation
Dr.L.M.Ramakrishnan Ponni Sugars (Erode) Ltd Director
(Independent Director) Knitvel Needles (PVT) Ltd Director
Erode Medical Suppliers(P) Ltd Managing Director
Hawker & West off Shoring Consulting
Services (P) Ltd Director
Shri.C.Devarajan OREOPS Framework Private Limited Director
(Independent Director) Madras Institute of Project Management
Consultancy (P) Ltd Director
URC Creative Developers (P) Ltd Director
URC Construction (P) Ltd Director
URC Infotec (P) Ltd Director
URC Power Product (P) Ltd Director
Erode Textile Mall Private Ltd Director
Ulavar Kalangium Ltd Director
Five P Venture India (P) Ltd Director
URC Salmoc J V Infrastructure Private Limited Director
Texvally Weekly Market Ltd Director
Texvally Market Limited Director
Institute for Lean Construction Excellence Director
Shri.M.Chinnian SKM Universal Marketing Company
(Independent Director) India Private Limited Director
Shri.B.Ramakrishnan Saptarishi Agro Industries Limited Director
(Nominee Director)TIDCO Sattva Agro Expo Private Ltd Director
Devaraj Agro Industries Private Limited Director
Nilgiris Flower Company Limited Director
Intgen Agro Products Limited Director
Tamilnadu Telecommunication Limited Director
TICEL Bio Park Limited Managing Director
Shri.D.Venkateswaran Balkart Brothers (India) Private Limited Director
(Independent Director) Ulavan Producer Company Limited Director
Mega Agri Business Consortium
Producer Company Limited Director

C. No. of other Board Committees they are Members / Chairman:

S. No. Name of Directors Audit Committee Stakeholders Relationship Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee
1. Smt.S.Kumutaavalli - - - Member
2. S.M.Venkatachalapathy - - Member -
3. Dr.L.M.Ramakrishnan Member Member Chairman Chairman
4. Shri.C.Devarajan - - - Member
5. Shri.M.Chinnian Chairman Member Member -
6. Shri.B.Ramakrishnan Member - - -
7. Shri.P.Kumarasamy - Chairman - -
8. Shri.D.Venkateswaran - - - -

17.1 ANNUAL EVALUATION OF THE BOARD AND ON ITS OWN PERFORMANCE AND OF THE INDIVIUDUALDIRECTORS

Pursuant to the provisions of Section 134 (3) (p) 149(8) and Schedule IV of theCompanies Act 2013 and SEBI (Listing Obligations and disclosures requirements)Regulations 2015 annual Performance Evaluation of the Directors as well as of the AuditCommittee Nomination and Remuneration Committee Stakeholders Relationship Committee hasbeen carried out. The Performance Evaluation of the Independent Directors was carried outby the entire Board and the Performance Evaluation of the Chairman and Non-IndependentDirectors was carried out by the Independent Directors. The Independent Directors of thecompany have also convened a separate meeting for this purpose. The policy is available onthe website of the company at www.skmegg.com.

17.2 REMUNERATION POLICY

A. Policy on remuneration to Non-Executive Directors/Independent Directors

The policy of the Company based on the recommendation of the Nomination &Remuneration Committee for the payment of remuneration to Non-executiveDirectors/Independent Directors of the company is that the Non-Executive Directors will bepaid only sitting fees for attending Board and Committees of the Board which is fixedwithin the limits of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy is available on the website of the company atwww.skmegg.com.

B. Policy on remuneration to MD & Executive Director Key Managerial Personnel andother employees

The Compensation/Remuneration policy of the Company as approved by the Board containsthe policy for payment of remuneration to Executive Directors including MD & Keymanagerial personnel and for the employees of the Company. The policy is availableon the website of the company at www.skmegg.com.

17.3 MEETINGS

During the year four board meetings and one independent directors' meeting were held.The Details of which are given in Corporate Governance Report.

17.4 AUDIT COMMITTEE:

i) Terms of reference:

The Audit Committee reviews the audit reports submitted by the Internal Auditors andStatutory Auditors financial results effectiveness of internal audit processes and theCompany's risk management strategy. It reviews the Company's established Systems and theCommittee is governed by a Charter which is in line with the regulatory requirementsmandated by the Companies Act 2013 and the SEBI (LODR) Regulations 2015. The board hasaccepted the audit committee recommendations during the year whenever required and henceno disclosure is required under section 177 (8) of the company's act 2013 with respect torejection of any recommendation of audit committee by the board.

ii) Composition :

The Audit Committee of the Company consists of three Independent Directors. TheChairman of the Audit Committee is financially literate and majority of them havingaccounting or related financial management experience. Representative of Statutory Auditoris permanent invitee. Company Secretary acts as Secretary to the Committee.

iii) No. of Meetings held during the year :

During the year the Committee had 4 Meetings i.e. 25.05.2016 01.08.2016 26.10.2016and 30.01.2017. iv) Composition name of Members and attendance during the year :

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri.M.Chinnian Chairman 4 4
Shri.L.M.Ramakrishnan Member 4 3
Shri.B.Ramakrishnan Member 4 2

17.5 NOMINATION AND REMUNERATION COMMITTEE:

i) Terms of reference:

This Committee shall identify the persons who are qualified to become Directors of theCompany / who may be appointed in Senior Management in accordance with the criteria laiddown recommend to the Board their appointment and removal and also shall carry outevaluation of every director's performance. Committee shall also formulate the criteriafor determining qualifications positive attributes Independent of the Directors andrecommend to the Board a Policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees.

ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one Non-Executiveand two Independent Directors including Chairman.

iii) No. of Meetings held during the year:

During the year One Committee meetings held on 25th May 2016 and all memberswere present.

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri.L.M.Ramakrishnan Chairman 1 1
Shri.S.M.Venkatachalapathy Member 1 1
Shri.M.Chinnian Member 1 1

17.6 STAKEHOLDERS RELATIONSHIP COMMITTEE:

i) Terms of reference:

The Committee focuses primarily on monitoring expeditious Redressal of investors /stakeholders grievances and also functions in an efficient manner that all issues /concerns stakeholders are addressed / resolved promptly.

ii) Composition of the Committee:

The Committee consists of three Independent Directors.

iii) No. of meetings held and attended during the year:

During the year the 4 Stakeholders Relationship Committee Meetings were held i.e. on25.05.2016 01.08.2016 26.10.2016 and 30.01.2017.

The attendance of the Members at the meeting was as under :

NAME POSITION NO.OF MEETINGS
HELD ATTENDED
Shri.P.Kumarasamy Chairman 4 4
Shri.L.M.Ramakrishnan Member 4 3
Shri.M.Chinnian Member 4 2

iv) Name and Designation of Compliance Officer :

Mr. Sekar. P Company Secretary and Compliance Officer. Shareholder's Services:

S.No. Nature of Complaints 2016-2017
Received Answered
1st Quarter 1 1 1
2nd Quarter 0 0 0
3rd Quarter 0 0 0
4th Quarter 0 0 0

17.7 GENERAL BODY MEETINGS: Location and time for the last two AGMs:

Year Date Venue Time Special Resolution
2014-15 23.09.2015 N.S.A Mahal Club Melaange 4.00 P.M Special
314 315 Perundurai Road Resolutions were
Erode - 638 011 passed in this meeting
2015-16 02.09.2016 Registered Office at 4.00 P.M Special
185 Chennimalai Road Resolutions were
Erode - 638 001 passed in this meeting

18. INDEPENDENT DIRECTORS MEETING:

During the year under review the Independent Directors of the Company met on24.03.2017 inter alia to discuss:

i) Evaluation of performance of Non- Independent Directors and the Board of Directorsof the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company taking into views ofExecutive and Non-Executive Directors.

iii) Evaluation of the quality content and timelines of flow of information betweenthe Manage-ment and the Board that is necessary for the Board to effectively andreasonably perform its duties.

19. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations 2015.

20. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

In Compliance with the requirements of SEBI Listing Regulations the Company has put inplace a familiarization programme for Independent Directors to familiarize them with theirrole rights and responsibility as Directors business overviews etc.

The details familiarization programmes are available on the website of the Companywww.skmegg.com.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE

COMPANIES ACT 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditorduring the course of their audit.

22. MATERIAL CHANGES AND COMMITMENT'S AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes or commitments affecting the financial position of thecompany during the year.

23. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY INCLUDED IN THE

CONSOLIDATED FINANCIAL STATEMENTS.

The company has foreign subsidiary. The statement pursuant to section 129 (3) CompaniesAct 2013 containing the salient features of the financial statement of subsidiary companyforms part of this Annual Report in Appendix - D.

The board has approved a policy for determining material subsidiary which has beenuploaded on the company's website viz. www.skmegg.com

24. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Companies Act 2013 for the year ended 31st March 2017.

25. INTERNAL COMPLIANTS COMMITTEE:

Your company has upheld the letter and spirit contained in "The Sexual Harassmentof Women at Workplace (Prevention prohibition and Redressal) Act 2013". (the act).Board of Directors had resolved to constitute Internal Complaints Committees to functionas per the provisions laid down in the Act and also to support the women employees by wayof counseling.

a. No. of complaints received in the year 2016-17: NIL
b. No. of complaints disposed of during the year 2016-17: NIL
c. Nature of action taken by the employer/district officer: NIL

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. SM Venkatachalapathy (DIN: 00043288) Director of the company retires by rotationat the ensuring Annual General Meeting of the Company under section 152(6) of theCompanies Act 2013 and being eligible offers himself for re-appointment. Your Directorsrecommend his re-appointment. The brief resume of Mr. SM Venkatachalapathy and otherrelevant information have been furnished in the Notice of Annual General Meeting (AGM).Appropriate resolutions for his appointment are being placed for approval of theshareholders at the AGM. Key Managerial personnel of the company as required pursuant tosection 2(51) and 203 of the Companies Act 2013 are Shri. SKM. Maeilanandhan ExecutiveChairman Shri. SKM Shree Shivkumar Managing Director Shri. K.S. VenkatachalapathyChief Financial Officer and Shri. P. Sekar Company Secretary.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulatedunder the Listing Regulations with the stock exchanges in India is presented in a separatesection forming part of this Annual Report in Appendix-E.

28. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year endedMarch 31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made 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.

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concernbasis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

30. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during the financial yearended 31st March 2017.

31. AUDITORS:

31.1 STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act 2013 the transitional periodof office of M/s. N.C. Rajagopal & Co Chartered Accountants Erode as the StatutoryAuditors of the Company will conclude from the close of this Annual General Meeting of theCompany.

The Board of Directors place on record their appreciation and gratitude for theservices rendered by M/s. N.C. Rajagopal & Co Chartered Accountants Erode duringtheir tenure as the Statutory Auditors of the Company.

The Audit Committee and the Board of Directors of the Company have recommended theappointment of Mr. Prasanna Venkatesan N. Chartered Accountant Erode (MN 235530) as theStatutory Auditor of the Company subject to the approval of the shareholders. Mr.Prasanna Venkatesan N. has consented to the said appointment and confirmed that hisappointment if made would be within the limit mentioned under the provision of theCompanies Act 2013 and the Companies (Audit and Auditor) Rules 2014 .

He will hold office as Statutory Auditor for the period of one year from the conclusionof the 22nd Annual General Meeting till the conclusion of 23rdAnnual General Meeting.

31.2 SECRETARIAL AUDITOR

The Board of Directors in its meeting dated 1st August 2016 appointed Mr.V. Ramkumar Company Secretary in Practice Coimbatore. (CP No.: 3832 Membership No: F8304) to undertake the secretarial audit of the company for the year ended 31st March2017 in compliance with the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 TheSecretarial Audit Report for the financial year 31st March 2017 is enclosed as Appendix-F.

31.3 INTERNAL AUDITOR

Mr. R.Muralidharan B.Com FCA. Chartered Accountant performs the duties of internalauditor of the company and their report is reviewed by the audit committee from time totime.

32. COMMENTS ON AUDITORS' REPORT:

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. N.C. Rajagopal & Co. Statutory Auditors and Mr. V. Ramkumar Secretarial auditorin their reports.

33. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129 of the Companies Act 2013 the Company has prepared aConsolidated Financial Statements of the Company and also of its Subsidiary "SKMEurope BV" Utrecht the Netherlands in same form and manner as that of theCompany which shall be laid before the ensuing Annual General Meeting of the Company alongwith laying of the Company's Financial Statement under section 129 sub-section (2) i.e.Standalone Financial Statement of the Company.

34. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not granted any fresh loans or guarantees or provided any security inconnection with any loan to any other body corporate or person covered under theprovisions of Section 186 of Companies Act 2013.

35. PARTICULARS OF EMPLOYEES

Details pursuant to section 197 (12) of the company's act 2013 read with companies(Appointment and Remuneration of Managerial Personal) Rules 2014 has been appended as (Appendix-G)

36. STOCK EXCHANGE INFORMATION:

The Company's Equity Shares are listed on:

1. BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400 001 and

2. NSE Limited "Exchange Plaza" Bandra-Kurla Complex Bandra East Mumbai -400 051. The annual listing fees have been paid to all the Stock Exchanges as mentionedabove. Movement in the Market Price of the Company's Shares on the National Stock Exchange

Movement in the Market Price of the Company's Shares on the Bombay Stock Exchange isNil since relisting happened on 30th March 2017.

NSE
MONTH HIGH (Rs) LOW (Rs) QUANTITY (Nos)
Apr-16 101.90 88.05 1332010
May-16 94.90 65.20 3369212
Jun-16 74.50 60.10 1794511
Jul-16 78.70 65.70 1790216
Aug-16 75.75 56.40 1406862
Sep-16 78.30 62.55 1743220
Oct-16 73.90 59.05 1154197
Nov-16 60.95 50.25 862923
Dec-16 55.00 50.00 525502
Jan-17 74.70 50.35 3430346
Feb-17 86.90 64.10 3485661
Mar-17 85.60 78.00 1368189

37. INTERNAL CONTROLS:

The Company has a system of internal control which examines both the financialeffectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/ regulatory compliances.

38. INSIDER TRADING CODE:

The Company has formulated a code for prevention of Insider Trading pursuant toSecurities and Exchange Board of India (Insider Trading) (Amendment) Regulation 2002 toprevent the practices of Insider Trading. Mr. P. Sekar Company Secretary has beendesignated as Compliance Officer for this purpose. Senior Management of the Company hasaffirmed compliance with the Code of Conduct applicable as on 31.03.2017. The Company hasduly complied with all the mandatory SEBI (LODR) Regulations 2015. Code of Conduct forInsider Trading Regulation available on the Company's Website www.skmegg.com.

39. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during theyear.

40. CEO/CFO CERTIFICATION :

Regulation 33 (2) (a) OF SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Managing Director and Chief Financial Officer of the Company havecertified regarding the Financial Statements for the year ended March 31 2017 which isannexed to this Report in Appendix-H.

41. MEANS OF COMMUNICATION:

The quarterly unaudited and annual audited financial results were published innationally circulated newspapers in English such as Business Line Trinity Mirror and inregionally circulated in Daily Thanthi Makkal Kural. The results were also displayed onthe Company's website – www.skmegg.com.

42. GENERAL INFORMATION FOR SHAREHOLDERS

ANNUAL GENERAL MEETING

Date : 27.09.2017
Time : 4.00 P.M
Venue : Registered Office situated at 185 Chennimalai Road
Erode-638 001
Financial Year : 1st April 2016 to 31st March 2017
Period of Book Closure : 21.09.2017 to 27.09.2017

FINANCIAL CALENDER:

Approval of quarterly results for the period ending:

1. 30th June 2016 : 1st August 2016
2. 30th September 2016 : 26th October 2016
3. 31st December 2016 : 30th January 2017
4. 31st March 2017 : 30th May 2017

43. REGISTRAR AND SHARE TRANSFER AGENT:

S.K.D.C. Consultants Limited Kanapathy Towers 3rd Floor 1391/A1 SathyRoad Ganapathy Coimbatore - 641 006.

44. COMPLIANCE OFFICER:

Mr. Sekar. P Company Secretary

Address : 185 Chennimalai Road Erode Email : shares@skmegg.com Mob No : 9585558325

45 . ACKNOWLEDGEMENTS:

The Directors express their sincere appreciation to the valued shareholders suppliersbankers business partners/associates financial institutions for their support andencouragement to the Company. We look forward to receiving the continued patronage fromall quarters to become a better and stronger company.

46 . CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations.

Various factors such as economic conditions changes in government regulations taxregime other statutes market forces and other associated and incidental factors mayhowever lead to variation in actual results.

For and on behalf of the Board of Directors
Date : 09.08.2017
Place : Erode Sd/-
Chairman of the Board
(DIN:00002380)