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SKS Textiles Ltd.

BSE: 535044 Sector: Industrials
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SKS Textiles Ltd. (SKSTEXTILE) - Director Report

Company director report

Dear Shareholder

The Directors of your Company are pleased to present 22nd Annual Report together withthe Audited Financial Statement for the financial year ended on 31st March 2019.

1. Financial Result

Particulars 31.03.2019 31.03.2018
Revenue from Operations 1736881079 162642775
Other Income 7777930 9231112
Less: Expenditure 1713636461 160563318
Profit before exceptional and extraordinary items and tax 31022548 30025675
Less: Deferred Revenue Income 963800 963800
Profit before Taxation 31986348 30989474
Less: Provisions for Taxation 9809863 10246050
Deferred Tax Liability 1068931 1144267
Net Profit 23245416 19599157

2. Financial Performance

The Company has earned revenue from operation of Rs. 1736881079/- during the yearended 31st March 2019 as against Rs. 1626427750/- during the year ended 31st March2018. The Company has also earned other income of Rs. 7777930/- during the year underreview as against Rs. 9231112/- earned during the previous year.

The Net profit of the Company during the year under review has increased to Rs.23245416/- as compared to net profit of Rs. 19599157/- in the previous year.

3. Dividend

The Board of Directors of the Company has not recommended any dividend during the yearunder review.

4. Transfer to Reserves

During the financial year the Company was not statutorily required to transfer anyamount to any reserves. The description of reserves and surplus are given in Note No. 4forming part of financial statements.

5. Change in Capital Structure of the Company

During the year under review the authorized share capital of the Company is Rs.33000000 (Rupees Three Crores Thirty Lakhs Only) divided into 3300000 (Thirty ThreeLacs) Equity shares of Rs. 10/-

6. Changes in nature of Business

There is no significant change made in the nature of the company during the financialyear.

7. Listing of shares

The Company has been listed on EMERGE platform of National Stock Exchange (NSE) onJanuary 19th January 2018.

8. Classes of Shares

As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.

9. Details of Subsidiary/Joint Ventures/Associate Companies

Your Company is neither having any subsidiary or associate Company nor has entered intoany joint ventures with any other Company.

10. Deposits

During the financial year 2018-2019 your Company has not accepted any deposits withinthe meaning of section 73 & 74 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits) Rules 2014.

11. Particulars of Loans Guarantees or Investments

Particulars of loans & Investment as required under section 186 of the CompaniesAct 2013 read with Companies (Meeting of Board and its Powers) Rules 2014 are given inNote No. 17 forming part of financial statements. There is no Guarantee given during theyear under review.

12. Conservation Of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure I which forms part of this Report.

13. Dematerialization of Shares

During the period under review the Company has entered into Tripartite Agreements withthe depositories National Securities Depository Limited dated 16th October 2017 and withCentral Depository Service (India) Limited dated 26th September 2017 for providing Dematfacility to its shareholders. For the purpose the Company has appointed Sharex DynamicIndia (PVT) Ltd as the Registrar and Share Transfer Agent.

14. Industrial Relations

During the year under review your Company enjoyed cordial relationship with theworkers and employees at all levels.

15. Directors And Key Managerial Personnel

1. Appointment:

In compliance with the provisions of Sections 196 197 & 203 read with Rule 8 ofcompanies (Appointment and remuneration) Rules 2014 and other applicable provisions ifany of the Companies Act Mr. Vicky Sukanraj Shah Managing Director of your Company wasre-appointed for a period of five years i.e. from 1st April 2019 to 31st March 2024.

2. (a) Declaration by Independent Director:

All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as Director in terms of Section 164 (2) of the Companies Act 2013.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and as perSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

At the time of appointment of an Independent Director the Company issued a formalletter of appointment outlining his / her role function duties and responsibilities as adirector. The formal letter of appointment is hosted on the website of the Company.

(b) Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Companyit Management and operations and provides an overall industry perspective as well asissues being faced by the industry.

3. Retirement by rotation:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of Articles of Association Mrs. Sapna Vicky Shah (DIN: 07799058) will retire byrotation at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends his re-appointment.

4. Composition of the Board

The Board of Directors of S K S Textiles Limited is a balanced composition and optimummix of executive and Non-Executive Directors. They show active participation at the Boardwhich enhances the transparency and adds value to their decision making. The board of theCompany is headed by an executive Chairman and a Managing Director.

The chairman takes the strategic decisions frames the policy guidelines and extendswholehearted support to Executive Directors Business Heads and associates.

As at 31st March 2019 the Directors and Key Managerial Personnel of the Companyconsisted of the following:

Sr. No Particulars DIN/PAN Designation
1. Mr. Sukanraj Bhabutmal Shah 00034157 Promoter Chairman & Whole time Director
2. Mr. Vicky Sukanraj Shah 00033963 Promoter Managing Director & Chief Financial Officer
3. Mr. Sahil Sukanraj Shah 05144943 Promoter & Whole time Director
4. Mr. Mihir M Manek 07254045 Non- executive Independent Director
5. Mr. Satish Anand Sharma 00897584 Non-Executive Independent Director
6. Mrs. Sapna Vicky Shah 07799058 Non Executive Director
7. Mrs. Naveena Singh EIRPS3504Q Company Secretary & Compliance officer (resigned w.e.f 31st May 2019)

5. Auditors

a) Statutory Auditors

Pursuant to Section 139(2) of the Companies Act 2013 read with rule 6 of Companies(Audit and Auditors) Rules 2014 M/s. Bhatter & Co. Chartered Accountants(FRN13109W) were appointed for period of 5 years subject to ratification at everysubsequent AGM.

Pursuant to Section 40 of Companies (Amendment) Act 2017 the requirement ofratification of the appointment of the Auditors by the Members at every AGM is notrequired and hence in the ensuing AGM ratification of appointment of Statutory Auditorsis not seeked.

b) Secretarial Auditor

Pursuant to provisions of section 204 of the Companies Act 2013 and Rules madethereunder M/s Sherlyn Rebello & Associates Company Secretaries has been appointedas Secretarial Auditor of the Company for the Financial Years 2017-2018 and 2018-2019 inthe meeting of Board of Directors held on 29th May 2018. A Secretarial Audit Report inForm MR-3 given by M/s Sherlyn Rebello & Associates for the Financial Year ended on31st March 2019 has been provided in Annexure II which forms parts of thisDirectors Report.

c) Cost Auditor

As per the requirement of Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your Company has appointed M/s. Satish Kumar Gupta Cost Accountants tocarry cost Audit for the financial year 2018-2019.

d) Internal Auditor

The provisions of section 138 of Companies Act 2013 is now applicable to Company andCompany has appointed M/s NNK & Co. Chartered Accountants to carry out InternalAudit for the Financial Year 2018-2019 based on the recommendation of the Audit Committee.

6. Explanation on any adverse remark and comment by the Auditors

No adverse remark and comments are given by the auditors of the Company including theStatutory Secretarial and Internal Auditor of the Company. The Statutory Auditor has notreported any incident of fraud of the Company during the financial year 2018-2019.

7. Significant and Material Orders passed by Regulators or Courts or Tribunals

There were no significant and material orders passed by any Regulators or Court orTribunal which would impact the going concern status of the Company and its futureoperations.

8. Particulars of employees

During the year under report none of the employees of the Company was in receipt ofremuneration for any part of the year in excess of the amount of remuneration prescribedin section 197 of the Companies Act 2013 read with Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedup to date.

The information required under section 197 of the act read with Rule 5(1) of thecompanies (Appointment and Remuneration) Rules 2014 is annexed as Annexure III andforms a part of this report.

9. Extract of Annual return

Extract of Annual Return in form MGT-9 containing details as on the financial yearended 31st March 2019 as required under section 92(3) of the Companies Act 2013 read withthe Companies (Management and Administration) Rules 2014 is annexed herewith as AnnexureIV which forms part of this report.

10. Committees Of The Board

There are currently three committees of the Board as follows:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholder s Relationship Committee

The Composition of the committees and relative compliances are in line with theapplicable provisions of the Companies Act 2013 read with Rules and Listing Regulations.Details of term of reference of the Committees Committees Membership and attendance atMeetings of the Committees are provided as follows:

1. Audit Committee:

The Company has constituted an Audit Committee in accordance with Section 177(1) of theCompanies Act 2013. During the financial year 2018-2019 four meeting of the AuditCommittee were held on 29th May 2018 30th August 2018 14th November 2018 and 29thMarch 2019 the details of the composition of the committee and attendance at its meetingare set out in the following table:

S. No. Name Designation

Meeting Held during the tenure

Meeting attended
1. Mr. Satish Anand Sharma Chairman 4 2
2. Mr. Mihir M Manek Member 4 3
3. Mr. Vicky Sukanraj Shah Member 4 4
4. *Ms. Naveena Singh Company 4 4

* Resigned w.e.f. 31st May 2019

All the members of the Audit Committee are financially literate and have relevantaccounting financial management expertise as required under the companies Act 2013 andRegulation 18 of the listing Regulations. Mrs. Naveena Singh Company Secretary of theCompany is the Secretary of the Audit Committee.

The primary objective of the Committee is to monitor and provide an effectivesupervision of the Management s financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality of financialreporting and its Compliances with the legal and regulatory requirements. The committeeoversees the work carried out in the financial reporting process by the Management and theStatutory Auditors and note the process and safeguards employed by each of them.

Term of reference:

The term of reference role powers rights authority and obligations of the AuditCommittee are in conformity with the applicable provisions of the Companies Act 2013 andListing Obligation Requirements (including any statutory modification(s) or re-enactmentor amendment thereof.

2. Nomination and remuneration Committee:

The Company has formed Nomination and Remuneration Committee in line with provisions ofSection 178 of the Companies Act 2013. The composition of the committee is given below:

Sr. no. Name Designation
1. Mr. Satish Anand Sharma Chairman
2. Mr. Mihir M Manek Member
3. Ms. Sapna Vicky Shah Member

The Company has duly formulated and has in place the Nomination and remuneration Policyfor appointment and remuneration of Directors Key Managerial Personnel and Employees ofthe Company and as required under section 134 the same is available at the Company website

The policy formulated by Nomination and Remuneration Committee includes Director sappointment and remuneration including qualifications positive attributes independenceof a director and other matters as specified under section 178(3) of the Companies act2013 and same was approved by the Board of Directors of the Company. All statutorilypolicies of the Company are available on the website of the Company for investor sreference.

3. Stakeholders Relationship Committee:

The Company has constituted Stakeholder s Grievance & Relationship Committee mainlyto focus on the redressal of shareholders /Investors Grievance if any likeTransfer/Transmission/Demat of shares Loss of Certificates; Non-Receipt of Annual Report;Dividend Warrants etc. The composition of the committee is given below

Sr. no. Name Designation
1. Mr. Mihir M Manek Chairman
2. Mr. Satish Anand Sharma Member
3. Ms. Vicky Sukanraj Shah Member

Details of Shareholders Complaints Received Solved and Pending as on March 31 2019

The Company expresses satisfaction with the Company s performance in dealing withinvestor grievance. The Company has not received any complaints during the year underreview. Hence there were no complaints outstanding as on March 31 2019.

11. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the performance evaluation of the chairmanand Non-Independent Directors was carried out by the Independent Directors in theirseparate Meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure for the performance evaluation of the Board of Directors.

The Board s functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and Composition effectiveness ofBoard process information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meeting and guidance /support to the Management outside Board/CommitteeMeetings. In addition the Chairman was also evaluated on key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement of allBoard Members.

Evaluation of Independent Directors was done by the entire Board excluding thedirector being evaluated.

12. Whistle Blower Policy/Vigil Mechanism

The Company promotes ethical behaviors in all its business activities and has put inplace a mechanism of reporting illegal or unethical behavior. The Company has a whistleblower policy wherein the directors and employees are free to report violations of lawrules regulations or unethical conduct actual or suspected fraud to their immediatesupervisor and also have been provided direct access to the chairman of the AuditCommittee in exceptional cases or such other persons as may be notified by the Board. Theconfidentiality of those reporting violations is maintained and they are not subjected toany discriminatory practice.

The Whistle Blower Policy of the Company is also available on the website of theCompany at the link

13. Prevention of Insider Trading

The board of Directors has adopted the Insider Trading Policy in accordance with therequirement of the Securities & Exchange Board of India (Prohibition of InsiderTrading) Regulation 2015. The Insider Trading Policy of the Company lays down guidelinesand procedures to be followed and disclosures to be made while dealing with shares of theCompany as well as consequences of violation. The Policy has been formulated to regulatemonitor and ensure reporting of deals by employees and to maintain the highest ethicalstandard of dealing in the Company s Shares.

The insider trading Policy of the Company covering the code of practices and proceduresfor fair disclosures of unpublished price sensitive information and code of conduct forthe prevention of Insider Trading is available on the website

14. Risk Management Policy

In line with regulatory requirements the Company has framed risk management policy toidentify and access with the regulatory risk areas and a risk mitigation process. Adetailed exercise is being carried out at regular interval to identify evaluate manageand monitor all business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined frame work.

15. Disclosure under the Sexual Harassment of women at a Workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to provide a healthy environment to all the employees and thusdoes not tolerate any sexual harassment at workplace. The Company has in place"Policy on Prevention Prohibition and Redressal of Sexual Harassment." Thepolicy aims to provide protection to employees at the workplace and preventing andredressing complaints of sexual harassment and it covers matters connected or incidentalthereto. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The Company has not received any compliant of sexual harassment during the financialyear 2018-2019.

16. Corporate Governance

As per regulation 15(2) of the Listing Regulations the compliance with the CorporateGovernance provision shall not applicable in respect of the following cases of companies:

a. Listed Entity having paid- up equity share capital not exceeding Rs. 10 crore andnet worth not exceeding Rs. 25 crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid (b); hence compliance with theprovisions of Corporate Governance shall not to apply to the Company and it also does notform part of the Annual Report for the financial year 2018-2019.

17. Corporate Social Responsibility

As per Section 135 and applicable Rules of the Companies Act 2013 every company havingNet Worth of Rs. 500 Crores or more or Turnover of Rs.1000 Crores or Net Profit of Rs. 5Crores or more during any FY will be required to constitute CSR Committee of Boardconsisting 3 or more directors and at least 1 out these shall be Independent Director.

Since our Company does not falls in the ambit of aforesaid; hence compliance with theprovisions of Corporate Social Responsibility does not to apply to the Company and thusdisclosure related to CSR does not form part of Annual Report for the financial year2018-2019.

18. Code of Conduct

The board of director of the Company has laid down a code of Conduct for all the BoardMembers and senior Management Personnel of the Company. The Board Members and the SeniorManagement personnel have to affirm compliance with the code for the year 2018-2019.Thesaid code of conduct has been posted on the website of the Company. A declaration to thiseffect is annexed and forms part of this report.

19. Meeting of the Board

During the year eight meetings of the Board of Directors were convened and held on thefollowing dates as mentioned in the table given below:

Sr. no. Date of Meeting No. of Director s Present
1. 29.05.2018 6
2. 30.08.2018 4
3. 06.09.2018 4
4. 23.10.2018 4
5. 14.11.2018 5
6. 20.12.2018 4
7. 07.01.2019 4
8. 29.03.2019 5

20. Particulars of contracts or arrangements with related parties

The Company does not have any contract or arrangement or transaction with related partyin terms of Section 188 of the Companies Act 2013. Hence the disclosure required to beprovided under Section 134(3) (h) of the Companies Act 2013 in Form AOC 2 is notapplicable and need not be furnished.

The Disclosures as required under Accounting Standard 18 (AS-18) Related PartyDisclosures notified under Rule 7 of the Companies (Accounts) Rules 2014 have beenprovided in Note No. 35 of the Notes forming part of the Financial Statements

21. Material Changes and commitments if any affecting the financial Position of the

Company which have occurred between the end of the Financial Year of the Company towhich the Financial Statements Relate and the date of Report

During the year under review The Company was originally incorporated as a privatecompany. Subsequently after its conversion from private to public company vides MCAApproval the name of the company was changed to S K S Textiles Limited.

22. Internal Finance Control

The Company has in place adequate internal financial controls with reference to theFinancial Statements. The Audit Committee of the Board reviews the internal controlsystems the adequacy of internal audit function and significant internal audit findingswith the management Internal Auditors and Statutory Auditors

23. Management Discussion Analysis Report

The operations of the Company are reviewed in a detailed report on the ManagementDiscussions and Analysis Report is provided as a separate section in the Annual Reportwhich forms the part of the Board Report as Annexure V.

24. Certification from Chief Financial Officer /Chief Executive Officer of the Company

The Company has obtained a compliance certificate in accordance with Regulation 17(8)of listing Regulations from Mr. Vicky Sukanraj Shah Chief Financial Officer and ManagingDirector of the Company. The same forms a part of this Annual Report.

25. Insurance

All assets of the Company including inventories building plant and machineries areadequately insured.

26. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 the Directors based on therepresentations received from the operating management and after due enquiry confirmthat:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 31st March 2019and of the profit and loss of the Company for that period;

(c) they 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) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

27. Share Transfer System

All share transfer dematerialization and related work is managed by Universal CapitalSecurities Pvt. Ltd 21 Shakil Niwas Opp. Satya Saibaba Temple Mahakali Caves RoadAndheri (East) Mahakali Caves Road Andheri (East). Shareholders are requested to sendall share transfer requests demat/remat requests correspondence relating to shares i.e.change of address Power of Attorney etc. to the registrar and transfer agents.

28. Share Capital Audit

As stipulated by Securities and Exchange Board of India (SEBI) Ms. Sherlyn RebelloProprietor of M/s. Sherlyn Rebello & Associates Practicing Company Secretariescarried out the Share Capital Audit to reconcile the total admitted capital with NationalSecurities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL)and shares held physically as per the register of members and the total issued and listedcapital as on March 31 2019.

29. Investors Correspondence

Sharex Dynamic (India) Pvt. Ltd

C 101 247 Park L B S Marg

Vikhroli West Mumbai-400083

Tel No: +91 (22) 28515644 / 5606

Fax No: +91 22 8512885



30. Goods & Service Tax Registration

Goods & Service Tax ("GST") which is a comprehensive indirect tax reformis introduced in India w.e.f. 1st July 2017 and was applicable throughout India whichreplaced multiple cascading taxes levied by the Central and State Governments. GSTregistration number of the Company and primary address are as under:

Mumbai 27AAHCS5197C1Z5

31. Secretarial Standards

During the Financial Year 2018-19 the company is in compliance with the applicableSecretarial Standards issued by the Institute of Companies of India with respect to Boardand General meetings.

32. Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks customers business associates and members duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the executives employees staff and workers ofthe Company.

For and on behalf of the Board
sd/- sd/-
Vicky Sukanraj Shah Sukanraj Bhabutaml Shah
Managing Director Whole time Director
DIN: 00033963 DIN: 00034157
Date: 28.08.2019
Place: Mumbai