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SKS Textiles Ltd.

BSE: 535044 Sector: Industrials
NSE: SKSTEXTILE ISIN Code: INE507Y01016
BSE 05:30 | 01 Jan SKS Textiles Ltd
NSE 00:00 | 17 Aug 45.00 -0.50
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SKS Textiles Ltd. (SKSTEXTILE) - Director Report

Company director report

To

The Members

S K S TEXTILES PRIVATE LIMITED

Your Directors have pleasure in presenting the Annual Report of the Company togetherwith the Audited Statement of Accounts for the year ended 31stMarch 2017.

  1. FINANCIAL STATEMENTS &  RESULTS:
  1. Financial Results
  2. The Company's performance during the year ended 31st March2017 as compared to the previous financial year is summarized below:

    Particular

    For the financial year ended 31st March 2017

    For the financial year ended 31st March 2016

    Income

    1586564016

    1477205977

    Less: Expenses

    1560949793

    1451526582

    Profit/ (Loss) before tax

    25614222

    25679395

    Exception expenditure Depreciation for prior periods Loss on Sale of Fixed Assets

    76781

    633222

    Deferred Revenue Income

    963800

    963800

    Tax Expenses
    (1) Current Tax
    Provision for Current Year

    9500000

    6916646

    Short /Excess Provision for earlier years

    -

    -

    (2) Deferred Tax

    981558

    4844000

    Profit or loss for the period

    16019683

    14249327

  3. OPERATIONS:

Corn Off 431B Kewal Industrial Estate Senapati Bapat Marg Lower PareriWlfc:M>>'"4uuUi 3. n 1 lel Nos: 4-91 22 61206222 [10 lines) Fax: +91-22-61206200 •

Website: www.groupsks.com • CIN : U17000MH1997PTC111406 • GST NO.:27AAHCS5197C1Z5

Fact Add : Raj Rajeshwari compound Padmawati House No 121 to 126 Sonale Village Nextto Bajaj Fab Dist Thane - 421302

Works : B4 Prithvi complex pipe line road Kalher village Bhiwondi Dist Thono 421302

The Company is engaged in the business of manufacturing of Textile goods.

There was no change in nature of the business of the Company during the year underreview.

  1. DIVIDEND:

With a view to conserve resources your Directors have thought it prudent not torecommend any dividend for the financial year under review.

  1. REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND TOINT VENTURE COMPANIES:
  2. During the year under review your Company did not have any subsidiary associate and joint venture company.

  3. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

During the financial year 2016-17 the Company has borrowed the following amount(s)from Directors and / or their relatives and the respective director / relative has given adeclaration in writing to the Company to the effect that the amount is not being given outof funds acquired by him by borrowing or accepting loans or deposits from others.Accordingly the following amount(s) is /are excluded from the definition of Deposit asper Rule 2(l)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014:-

Name of Person Whether Director /

Amount borrowed during

giving loan Relative

2016-17

Sukhanraj B. Shah Director

994000

Vicky S. Shah Managing Director

694000

Sukanraj Shah (HUF) HUF of Director

227000

Sahil S. Shah Director

1125000

Hetal Shah Relative of Director

45000

Kamlaben B. Shah Relative of Director

100000

  1. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
  2. All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013 during the financial year under review were in ordinary course of business and on an arm's length basis. Further none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure is required to be given in this regard.

  3. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
  4. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect of conservation of energy technology absorption foreign exchange earnings and outgo etc. are furnished in Annexure I which forms part of this Report.

  5. EXTRACT OF ANNUAL RETURN:
  6. Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract of the Annual Return for the financial year ended 31st March 2017 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

  7. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:
  8. Full particulars of loans given are mentioned in the Notes to Accounts under the Head - Breakup of Schedules - Note 14. The details of investment made are mentioned in the Notes to Accounts under the Head - Breakup of Schedules - Note 13. The Company has not given any guarantees or securities covered under section 186 of the Act.

  9. DISCLOSURES UNDER SECTION 134(3)(1) OF THE COMPANIES ACT. 2013:
  10. There were material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Balance Sheet relates to and the date of the report.

    Subsequent to the close of Financial Year 2016-2017 and to the date of report the Authorized Capital of the Company has increased from Rs. 12000000/- to Rs. 33000000 by issuing 3300000 shares of face value of Rs 10.

    The Paid Up Capital of the Company was further increased as Bonus shares in ratio of 7:4 from Rs 10259770/- to Rs. 17954600/- by issuing 1795460 shares of face value of Rs. 10/-.

  11. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS :

The Internal Financial Controls with reference to financial statements as

designed and implemented by the Company are adequate. During the year under review nomaterial or serious observation has been received from the Statutory Auditors of theCompany for inefficiency or inadequacy of such controls.

  1. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

There was change in Directorship of the Company during the year under review and dateof report. The Company appointed Key Managerial Personnel which are mentioned herein below-

  1. Sapna Shah (Non Executive Director)
  2. Mihir Manek (Independent Director)
  3. Satish Sharma(Independent Director)
  4. Vicky Sukanraj Shah (Chief Financial Officer)
  5. Naveena Singh (Company Secretary)
  1. DISCLOSURES RELATED TO BOARD.COMMITTEES AND POLICIES
  1. BOARD MEETINGS:
  2. The Board of Directors met 11 times during the financial year ended 3T1 March 2017 in accordance with the provisions of the Companies Act 2013 and rules made thereunder.

    Sr. No. Date of Meeting Director(s) Present

    Director(s) Absent

    1 14th April 2016 1. Mr. Sukanraj Bhabutmal Shah

    "

    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj
    Shah
    2 29th April 2016 1. Mr. Sukanraj Bhabutmal Shah
    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
    3 14th June 2016 l.Mr. Sukanraj Bhabutmal Shah
    2.Mr. Vicky Sukanraj Shah
    3.Mr. Sahil Sukanraj Shah
    4 15th June 2016 l.Mr. Sukanraj Bhabutmal Shah
    2.Mr. Vicky Sukanraj Shah
    3.Mr. Sahil Sukanraj Shah
    5 12th July 2016 l.Mr. Sukanraj Bhabutmal Shah

    "

    2.Mr. Vicky Sukanraj Shah
    3.Mr. Sahil Sukanraj Shah
    6 21st November2016 1. Mr. Sukanraj Bhabutmal Shah

    ~

    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
    7 17th December 2016 l.Mr. Sukanraj Bhabutmal Shah
    2.Mr. Vicky Sukanraj Shah
    3.Mr. Sahil Sukanraj Shah
    8 30th December2016 1. Mr. Sukanraj Bhabutmal Shah

    ~

    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
    9 27th January 2017 1. Mr. Sukanraj Bhabutmal Shah
    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
    10 1st February 2017 1. Mr. Sukanraj Bhabutmal Shah

    -

    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
    11 6th March2017 1. Mr. Sukanraj Bhabutmal Shah

    "

    2. Mr. Vicky Sukanraj Shah
    3. Mr. Sahil Sukanraj Shah
  3. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
  4. During the Financial year provisions of Vigil Mechanism Policy are not applicable.

  5. RISK MANAGEMENT POLICY:
  6. The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events situations or circumstances which may lead to negative consequences on the Company's businesses and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

  7. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the Financial year provisions of Corporate Social Responsibility Policy arenot applicable.

  1. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

  1. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31SI MARCH 2016:
  2. The observations made by the Statutory Auditors in their report for the financial year ended 31st March 2017 read with the explanatory notes therein are self-explanatory and therefore do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act 2013.

  3. APPOINTMENTOF AUDITORS:
  4. Pursuant to the provisions of Section 139 142 and other applicable provisions if any of the Companies Act 2013 (the Act) and the Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the consent of the Members be and is hereby accorded to re-appoint M/S Bhatter & co. Chartered Accountants of the Company the retiring Auditors of the Company who have expressed their willingness to be re-appointed to hold office from the conclusion of this Annual General Meeting until the conclusion of Annual General Meeting to be held for the financial year ending on 31st March 2022(subject to ratification of their appointment at every AGM) on such remuneration as may be decided by the Board".

    Necessary resolution for appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

  5. COST AUDITORS:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time theBoard of Directors at their meeting dated 21st September 2017 appointed Mr.Satish Kumar Gupta Cost Accountants as the Cost Auditors of the Company for the financialyear 2017-2018 for the applicable Product Groups covered under the relevant notificationissued by the Ministry of Corporate Affairs. The Company received the approval of the

Central Government for the said appointment. The Cost Audit Report will be filedwithin the stipulated period of 180 days from the closure of the financial year.

  1. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies

(Accounts) Rules 2014 are furnished as under:

  1. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
  2. No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

  3. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31s1 March 2016 theBoard of Directors hereby confirms that:

  1. in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;
  2. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2016 and of the profit of the Company for that year;
  3. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  4. the annual accounts of the Company have been prepared on a going concern basis;
  5. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
  1. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013:
  2. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

  3. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT. 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

e- DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT.2013:

The Company has not issued any equity shares under Employees Stock Option Schemeduring the year under review and hence no information as per provisions of Section62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014 is furnished.

f- DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT.2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014is furnished.

6- ACKNOWLEDGEMENTS AND APPRECIATION;

Your Directors take this opportunity to thank the customers shareholderssuppliers bankers business partners/associates financial institutions and Central andState Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board S K S TEXTILES PRIVATE LIMITED