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Sportking India Ltd.

BSE: 539221 Sector: Industrials
NSE: N.A. ISIN Code: INE885H01011
BSE 00:00 | 05 Jul 930.60 25.40
(2.81%)
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926.00

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950.45

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NSE 05:30 | 01 Jan Sportking India Ltd
OPEN 926.00
PREVIOUS CLOSE 905.20
VOLUME 33512
52-Week high 2046.95
52-Week low 481.25
P/E 3.02
Mkt Cap.(Rs cr) 1,237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 926.00
CLOSE 905.20
VOLUME 33512
52-Week high 2046.95
52-Week low 481.25
P/E 3.02
Mkt Cap.(Rs cr) 1,237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sportking India Ltd. (SPORTKINGINDIA) - Director Report

Company director report

Dear Members

The Directors of your company are pleased to present their 32nd AnnualReport on the affairs of the company together with Audited Accounts of the Company for theyear ended 31st March 2021.

1. FINANCIAL RESULTS

The financial statements of the Company for the year ended 31st March 2021 had beenprepared in accordance with Indian Accounting Standards (Ind AS). The financialperformance of your Company for financial year(s) 2020-21 and 2019-20 are as under:

(Rupees in Lakhs)

Particulars F.Y. 2020-21 F.Y. 2019-20
Revenue from Operations (Net) 130623.67 135505.11
Other Income 1860.28 298.59
Earning before Interest Depreciation Tax and Amortization (EBIDTA) and Exceptional Items 23000.11 13915.26
Interest and Financial expenses 3832.79 5753.34
Profit before Depreciation Amortization Tax (PBDT) and Exceptional Items 19167.32 8161.92
Depreciation and Amortization 5173.43 6333.66
Profit before Tax (PBT) and Exceptional Items 13993.89 1828.26
Exceptional Items 2195.10 0.00
Profit before Tax (PBT) 11798.79 1828.26
Provision for Tax -Current Tax (Net of MAT Tax Credit if any) 3671.72 212.83
-Prior Period Tax 423.38 (58.61)
-Deferred Tax (749.19) 438.27
Profit after Tax (PAT) 8452.88 1235.77
Other Comprehensive Income (Net of Tax of Rs.35.19 Lakhs in Current Year and Rs. 9-)22.27 Lakhs in previous year) 104.64 (41.46)
Total Comprehensive Income for the period 8557.52 1194.31
Earnings Per Equity Share (In Rs.) -Basic 247.72 34.70
-Diluted 247.72 34.70

MANAGEMENT'S DISCUSSION AND ANALYSIS BUSINESS REVIEW

Economic Outlook

COVID-19 pandemic impaired economic activity last year across the board with globalgrowth expected to contract at (- )3.3% in 2020 as against 2.8% growth in 2019. No majorcountry except China showed positive growth during the year. Contraction of economicactivity has been unprecedented but worse has been avoided thanks to the fiscal and themonetary support extended by the authorities across the world. Central banks providedliquidity support along with various credit extension policies to a wide range ofborrowers. This was augmented with the government measures to support households and firmsthrough a number of measures including transfers wage subsidies liquidity support andother safety nets such as unemployment insurance and nutrition assistance. All thesemeasures enabled increased momentum of economic activity in the second half of the year.

By end of December 2020 multiple vaccine approvals and the initiation of vaccinationprogram in some countries brought hope. Despite that the global prospects remain highlyuncertain due to new virus mutations and human tolls. Globally in the first quarter ofFY21 the pandemic impacted private consumption demand services sector and low- skilledlabor market and the businesses.

Among advanced economies the United States is expected to surpass its pre-COVID GDPlevel this year while many others in the group will return to their pre-COVID levels onlyin 2022. For emerging and developing market economies China had already returned topre-COVID GDP in 2020 whereas many others are not expected to do so until well into 2023.Governments and central banks across the world deployed a range of policy tools to supporttheir economies such as lowering key policy rates quantitative easing measures loanguarantees cash transfers and fiscal stimulus measures. The global economy is projectedto grow at 6 percent in 2021 moderating to 4.4 percent in 2022.

Indian economy was no exception to the pandemic scenario with business activitiesseverely effected during FY21. As per the estimates released by the National StatisticalOffice (NSO) in May 2021 Real Gross Domestic Product (GDP) growth contracted by (-) 7.3percent in 2020-21 as compared to a growth of 4.0 percent in 2019-20.

With the country experiencing a second wave of infection since February 21 there werelocalized lockdowns which had impacted economic activity going forward. The second wave'stoll was mainly in terms of the hit to domestic demand. Rural demand was impacted with thewave spreading into smaller cities and villages. The support from Government spending mayalso moderate from the extraordinary expansion undertaken last year.

On the positive side an active monsoon and pick up in vaccination give cause for hope.The rural and urban demand should also improve giving a positive impact on growth of theeconomy. Several aspects of aggregate supply conditions such as agriculture andcontactless services provide tailwinds towards growth revival. Industrial production andexports have surged on strong base effects but there is also evidence of positivemomentum. Going forward the speed and scale of vaccination will shape the path ofeconomic recovery. Now Reserve Bank of India (RBI) has projected real GDP growth at 9.5per cent for FY 2021-22.

Textile Outlook

The COVID-19 pandemic has challenged the textile industry drastically in 2020. Asiawhich is one of the largest markets for the textile industry in the world has sufferedfrom the prolonged lockdowns and restrictions in the majority of Asian countries alongwith the sudden drop in international demand for their products. The loss was particularlyhigh in countries where the textile industry accounted for a larger share of the exports.According to the study by the International Labour Organization (ILO) the global textiletrade collapsed during the first half of 2020. Also exports to the major buying regionsin the European Union the United States and Japan fell by around 70%. The industry alsosuffered several supply chain disruptions due to the shortages of cotton and other rawmaterials.

The domestic textiles and apparel industry contributes 5% to India's GDP 7% ofindustry output in value terms and 12% of the country's export earnings. The textiles andapparel industry in India is the second-largest employer in the country providing directemployment to 45 million people. India is the 6th largest exporter of textiles spanningapparel home and technical products in the world and the textiles and apparels sector isa major contributor to the Indian economy in terms of foreign exchange earnings.

The COVID-19 pandemic is a global humanitarian and health crisis which continues toimpact the major part of the country and the other geographies also reporting second andthird waves of infections. The actions taken by various governments to contain thepandemic such as closing of borders and lockdown restrictions have resulted insignificant disruption to people and businesses. The uncertainty in demand with prolongedeconomic impacts of the COVID-19 pandemic will impact production. To meet the demand ofhealth community in view of the Covid-19 India became 2nd largest manufacturer ofPersonal Protective Equipments (PPE) kits in the world.

Indian domestic textile and apparel market is estimated at US$ 75 billion in 2020-21which fell 30% from US$ 106 billion in 2019-20 due to the impact of Covid-19 India'sT&A exports are expected to fall around 15% to reach US$ 28.4 billion in 2020-21 fromUSD 33.5 Billion in 2019-20. The Indian textile industry is set for growth buoyed by bothstrong domestic consumption as well as export demand. Favorable demographic rising percapital income and a shift in customer preference to branded products is expected torevive the textile industry severely impacted by the COVID-19 pandemic. The market isexpected to recover and grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26.India's exports of T&A are expected to grow to US$ 65 billion by 2025-26 growing at aCAGR of 11%.

Indian government has come up with several export promotion policies for the textilessector in Budget 2021-22 and has proposed to setup seven mega integrated textile parkswith world class infrastructure and plug & play facilities over a period of threeyears to make the country's textiles sector a manufacturing & export hub and createglobal export champions. To boost exports the government has launched a Scheme forRemission of Duties and Taxes on Exported Products (RoDTEP) to all export goods effectivefrom 1st January 2021 other than Textile Apparels/ Garments and made- ups wherethe benefit of Rebate of State & Center Taxes & Levies(ROSCTL) has been extendedupto 31.03.2024. However RODTEP rates for different exports products are yet to benotified. Government is expected to launch Production Linked Incentive Scheme to provideincentives for manufacture and export of specific textile products made of man-made fibre& technical textile.

The cotton yarn production declined by 21.3% y-o-y to 2.9 million tones during April2020-February 2021. This was mainly due to sharp decline of 53%-94% in the first 3 monthsof FY21 on account of Covid-19 disruptions. Thereafter the output fell by a slower 7.1%in July 2020 marginal 0.5%-1.5% in the months of August 2020 December 2020 and

February 2021 and increased by 0.2%-7% in rest of the months during FY21 on account ofbetter domestic demand and increase in exports of cotton yarn. While domestic cotton yarnproduction decreased by 23.2% during April 2020 - January 2021 exports of cotton yarnincreased by 4.5% implying growth in demand from international markets. This along withhigher cotton prices resulted in increase in cotton yarn prices.

Cotton production in India is estimated to remain stable y-o-y and stand at 6.1milliontones in the current cotton season (CS) October2020 -September 2021backed by higheryields. Also an increase in cotton Minimum Support Price (MSP) by 4.9% to Rs.5515/- perquintal and 5% to Rs.5825/- per quintal for medium staple cotton and long staple cottonrespectively for CS 2020-21 and by 1.04% to Rs 5726/- per quintal and Rs. 6025/- perquintal for medium staple cotton and long staple cotton respectively for CS 2021-22 isestimated to aid cotton production. Apart from production cotton supply includescarry-over stocks from last season which surged by 290.6% to 2.1 million tones and as aresult total cotton supply during CS 2020-21 is estimated to increase by 21.7% to 8.4million tones. The domestic cotton demand which was disrupted due to Covid-19 pandemic inCS 2019-20 is expected to grow by 32% to 5.6 million tones on account of a likely recoveryin domestic cotton demand in the current season. India is estimated to increase cottonexports by 20% to 1.02 million tones backed by improving international cotton consumptionand the demand for Indian cotton on account of its competitive pricing in the globalmarkets. Thus higher outbound shipments will help India to reduce the surplus availabilityof cotton and is expected to lower India's closing stock by 1.8 million tons in theongoing cotton season which is almost similar to last year's closing stock level.

The Government of India has laid out a Vision/ Roadmap to hit merchandise/ service ofexports of USD 419 billion in this fiscal year and then USD 1000 Billion by FY 2027-28including district as an export hub scheme and the focus on overall exports will also helpin higher level of export of Textiles/Apparels/Readymade Garments.

The Company is dealing in the Yarn Segment only and Company is persistently facing suchchallenges and is taking necessary steps to strengthen its export/ indigenous marketoperations with more value added/ sustainable yarn products/customer base. Further theCompany has adequate liquidity and financial resources to meet its operationalrequirements financial commitments/ service of debt obligations and statutory liabilitiesas per indications available as on date.

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations 2018 the Company is required to give details of significantchanges (change of 25% or more as compared to the immediately previous financial year) inkey financial ratios. The detail is as under:-

Ratio (s) Unit 31st March 2021 31st March 2020 Changes(%) Remarks
Debtor Turnover Ratio (Excluding Bill Discounting) Days 60 27 (-) 122.22 Due to Covid-19 more credit period was to domestic customers more logistic time taken with shortage of containers in case of export shipments
Inventory Turnover Ratio Days 78 57 (-) 36.84 To mitigate the risks of disruption in business operations with the localized restrictions/ global logistic with second wave of Covid-19 more inventory was held.
Interest Coverage Ratio Times 6.04 2.42 149.58 Improvement due to low interest cost with lower availment of fund based working capital limits repayment of term loans and higher EBIDTA Levels.
Current Ratio Times 1.31 1.12 16.96 Improvement due to plough back of surplus cash profits in building up of current assets / net worth.
Debt Equity Ratio Times 0.61 1.12 45.54
Operating Profit Margin % 10.46 1.12 833.92 Improvement due to better sales
Net Profit Margin % 5.93 1.20 394.16 realization
Return on Net Worth % 22.54 4.73 376.53

Ratios where there has been a significant change as compared to previous year

The company had achieved EBIDTA/Sales ratio of 17.61% during FY 2020-21 vis -a-visEBIDTA/Sales ratio of 10.26% in the previous FY 2019-20 which has improved due to decreasein raw material cost and marginal improvement in overall sales realizations. Furtherdemand of the yarn had also increased in the export market with the restrictions on importof cotton yarn from China by many Countries. The cost of interest had come down due tolower availment of fund based working capital limits repayment of term loans and decreasein benchmark Libor Interest Rates in respect of credit facilities being availed in ForeignCurrency since March/April 2020 due to Covid-19.

The current year net profit after tax is Rs. 8452.88 Lakhs against previous year netprofit after tax of Rs. 1235.77 Lakhs which is a record level in the history of theCompany due to which there is substantial improvement in the Operating Profit Margin NetProfit Margin and Return on Net Worth

FINANCIAL ANALYSIS

Production/Revenue

During the year under review the company achieved production of 55033 M.T. ofCotton/Synthetic Yarn against previous year production of 57488 M.T. which had declined by4.27%. The company achieved a gross turnover/operating income of Rs. 130623.67Lakhs(including export incentives of Rs. 1117.02 Lakhs) as compared to Rs. 135505.11 Lakhs(including export incentives of Rs. 1113.27 Lakhs) in the previous year .The value of theexports were at Rs. 61137.02 Crs in the current year as compared to Rs. 64038.25 Lakhsfrom in the previous year The production/operating revenue was effected partly as a partof the operations were shut in April 2020 due to lockdown/ Covid-19.

Profitability

With the demand of knitted / casual wear garments in the domestic market had increasedwith most of the working class doing work from home and the demand of the yarn had alsoincreased in the export market with the restrictions on import of cotton yarn from Chinaby many Countries due to Human Rights Issue of Uyghurs community in their XinjiangProvince the prices of yarn have improved. The company achieved Earning beforeDepreciation Interest Tax and Amortization (eBIDTA) of Rs.23000.11 Lakhs withEBIDTA/Sales ratio of 17.61% during FY 2020-21 as compared to Rs. 13915.26 Lakhs withEBIDTA/Sales ratio of 10.26% in the previous FY 2019-20 (an increase of 65.29%) which hasincreased substantially due to decrease in raw material cost and improvement in salesrealization in H2 of F.Y. 2020-21 with a part of the same off -set with the declines insale realization in H1 of FY 2020-21.

The cost of interest had come down to Rs. 3832.79 Lakhs as compared to Rs. 5753.34Lakhs in the previous year due to lower availment of fund based working capital limitsrepayment of term loans and decrease in benchmark Libor Interest Rates in respect ofcredit facilities being availed in Foreign Currency since March/April 2020 due toCovid-19.

The company earned gross cash profit (before tax and exceptional items) of Rs. 19167.32Lakhs against Rs. 8161.92 Lakhs in the previous year and cash profit (after current taxesand exceptional items) of Rs. 12877.12 Lakhs (after charging Premium of Rs. 2195.00 Lakhspaid on Redemption of Preference Shares as an Exceptional Items to comply with IND ASguidelines the effect of which on the other Equity/Cash Flow is neutral as theredemption of these preference shares had been made out of fresh issue of RedeemablePreference Shares of Rs. 2440.00 Lakhs to the Promoters) against Rs. 8007.70 Lakhs in theprevious year. The Company earned profit before tax of Rs. 11798.79 Lakhs as compared toprevious year Rs. 1828.26 Lakhs. After providing for current tax of Rs. 3671.72 Lakhs(Previous year Rs. 212.83 Lakhs) Prior Period Tax of (Rs. 423.38 Lakhs) (Previous YearRs. (58.61 Lakhs) Deferred tax liabilities of Rs. (749.19 Lakhs) (Previous Year Rs. 438.27Lakhs) there was a net profit after tax of Rs. 8452.88 Lakhs which is a record level inthe history of the Company against previous year net profit after tax of Rs. 1235.77 Lakhsshowing an increase of 584.37%.

Total Other Comprehensive Income for current financial year is Rs. 104.64 lakhs ascompared to (Rs. 41.46 Lakhs) in previous year and the net profit after tax and othercomprehensive income was Rs. 8557.52 Lakhs as compared to previous year net profit aftertax and other comprehensive income of Rs. 1194.31 Lakhs.

RESOURCE UTILISATION

Fixed Assets

The net Block of Property Plant and Equipment/ Capital work in Progress as at 31stMarch 2021 was Rs. 41724.31 Lakhs as compared to Rs. 46643.27 Lakhs in the previous year.

Current Assets and Current Liabilities

The current assets as on 31st March 2021 were Rs. 59843.37 Lakhs as against Rs.48296.04 Lakhs in the previous year. Inventory level was at Rs. 28119.89 Lakhs as comparedto the previous year level of Rs. 21131.75 Lakhs. Trade Receivables level was at Rs.21127.24 Lakhs (including Bill discounted/Negotiated of Rs. 6105.40 Lakhs) as compared tothe previous year level of Rs. 17734.78 Lakhs (including bill discounted/Negotiated of Rs.7876.11 Lakhs). The current liabilities as on 31st March 2021 were Rs. 45728.06 Lakhs asagainst Rs. 43132.54 Lakhs in the previous year.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below:

(Rupees in Lakhs)

Particulars FY 2020-21 FY 2019-20
Cash & Cash Equivalents
Beginning of the year 158.93 67.93
End of the year 82.98 158.93
Net Cash provided/ (used) by:
Operating Activities 10277.29 14778.54
Investing Activities -254.41 -14190.79
Financial Activities -10098.83 -496.75

The company is utilizing cash accruals for meeting term loans repayment commitments andbuilding of net working capital funds etc.

EXPANSION PROJECT

The Company is in process of adding more capacity by 15% (brown field expansion ofCompany's plant at Bathinda) for production of textile yarns the cost of which will bemet out of internal accruals and term debt in the acceptable range and a part of the sameis likely to become operational in Q1 FY 2022-23.

Credit Rating

On 02.08.2021 CRISIL Ratings Limited had assigned the following credit rating of theCompany:

Sr No Name of the Facility Rating
1. Long Term Rating CRISIL A-/ Stable
2. Short Term Rating CRISIL A2 +

On 21.05.2021M/s Brickwork Ratings India Pvt Ltd has upgraded the rating BWR BBB+(outlook-stable) for Long term and BWR A2 for short term which is under process ofwithdrawal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has internal audit department to oversee internal control systems andprocedures to ensure efficiency of decisions for optimum utilization and protection ofresources and compliance with applicable statutory laws and regulations and internalpolicies. Reports are submitted by the internal auditor to the Audit Committee of theBoard and necessary action/recommendation are made by the said committee. Continuousefforts are being made to further improve and strengthen the internal control systems.

HUMAN RESOURCES / INDUSTRIAL RELATIONS

The company recognizes its human resources as its most valuable asset and takes pridein the commitment competence and dedication shown by its employees in all areas ofbusiness. The Company has specialized professionals in the respective fields to take careof its operations and allied activities. The Company is committed to nurturing enhancingand retaining the top talent through superior learning. This is critical pillar to supportthe organization's growth and its sustainability in the long run. During the year underreview the company enjoyed cordial relationship with workers and employees at all levels.

2. DIVIDEND

No dividend was declared by the company for FY 2020-21. The provisions of Section125(2) of the Companies Act 2013 relating to Transfer of Unclaimed Dividend to InvestorEducation and Protection Fund do not apply as there was no dividend declared and paid bythe company in the past 10 years.

3. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2021 stood at Rs. 348.26 Lakhsdivided into 3321800 Equity Shares of the face value of Rs. 10/- each (Rs. 332.18 Lakhsplus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares vis-avis Rs. 346.38Lakhs as at 31st March 2020 divided into 3561000 Equity Shares of the face value of Rs.10/- each (Rs. 356.10 Lakhs minus Calls in Arrears of Rs. 9.72 Lakhs). The paid upRedeemable Preference Shares Capital as at 31st March 2021 stood at Rs. 1001.72 Lakhsdivided into 10017200 Preference Shares face value of Rs. 10/- each vis-a-vis Rs. 1001.62Lakhs as at 31st March 2020 divided into 10016200 Preference Shares face value of Rs.10/- each.

During the period under review the Company had redeemed 2439000 5% Non ConvertibleRedeemable Preference Share (issued in year 2001 at a premium of Rs. 25/- per share) ofRs. 10 each at a premium of Rs. 90/- per share amounting to Rs. 2439 Lacs out of freshissue of 2440000 5% Non Convertible Redeemable Preference Share of Rs. 10/- each at apremium of Rs. 90/- per share amounting to Rs. 2440.00 Lacs. After following theprescribed guidelines as per the provisions of Companies Act 2013 the Board of Directorsalso approved the forfeiture of those Equity Shares where the balance allotment moneyremained pending.

During the year under review the Company has not issued any equity shares withdifferential voting rights nor has granted any stock options or sweat equity. As on 31stMarch 2021 none of the Directors of the Company hold instruments convertible into equityshares of the Company.

Further subject to the approval of Shareholders in Annual general meeting the Board ofDirectors in their meeting held on 14.08.2021 approved

a) for increase in the Authorised Share Capital of the Company from existing Rs.250000000/- (Rupees Twenty Five crores Only) divided into 5000000 (Fifty Lacs only)Equity Shares of Rs. 10/- each and 20000000 (Two Crores only) Redeemable PreferenceShares of Rs. 10/- each to Rs. 350000000/- (Rupees Thirty Five Crores Only) dividedinto 15000000 (One Crore Fifty lakh only) Equity Shares of Rs. 10/- each and20000000 (Two Crores only) Redeemable Preference Shares of Rs. 10/- each by creation ofadditional 10000000 (one Crore Only) Equity Shares of Rs. 10/- each ranking pari-passuin all respects with existing Equity Shares of the Company and consequent Alteration ofthe Capital Clause of the 'Memorandum of Association' of the Company

b) approved and recommended issue of Bonus Equity Shares of Rs. 10/- (Rupees ten only)each credited as fully paid up to eligible equity shareholder/members/beneficiaries of theCompany in the proportion of 3 (three) new fully paid-up equity shares of Rs. 10/- (Rupeesten only) each for every 1(One) existing fully paid-up equity share of Rs. 10/- (Rupeesten only) each to the holders of the existing equity shares of the Company on record date.

4. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any subsidiary /associate/joint venture companies.

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators/Court/Tribunalsthat would impact the going concern status of the Company and its future operations.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the amended provisions of section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year isrequired to spend in every financial year at least 2% of the average net profits madeduring the three immediate preceding financial years on CSR activities.

The disclosure relating to the CSR activities pursuant to section 134(3) of theCompanies Act 2013 read with Rule 9 of the Companies (Accounts) Rules 2014 and Companies(Corporate Social Responsibility) Rules 2014 is annexed hereto as "Annexure A"and forms part of this Report.

7. BUSINESS RISK MANAGEMENT

The Board of Directors has formulated Risk Management Policy of the Company. The aim ofRisk Management policy is to maximize opportunities in all activities and to minimizeadversity. The policy includes identifying type of risks and its assessment riskhandling monitoring and reporting which in the opinion of the Board may threaten theexistence of the Company. The Risk Management policy may be accessed on the Company'swebsite.

8. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company with related partiesduring the financial year were in the ordinary course of business and on an arm's lengthbasis. Omnibus Approval was obtained on yearly basis in respect of transaction which isrepetitive in nature. All the Related Party transactions are placed before the AuditCommittee and the Board for review and approval on quarterly basis.

During the year under consideration the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2is not applicable. Suitable disclosure as required by the Accounting Standard (Ind-AS 24)has been made in the notes to the Financial Statements

The Policy on dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the www.sportking.co.in.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The company has not given any loans guarantees or made investments under theprovisions of Section 186 of the Companies Act 2013.

10. DIRECTORS

In accordance with the provision of Section 152 of the Companies Act 2013 Mr. NareshKumar Jain (DIN: 00254045) Executive Director of the company is liable to retire byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment The Independent Directors have given declarations that he/she meets thecriteria of independence as laid down under section 149(6) of the Companies Act 2013 andregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

KEY MANAGERIAL PERSONNEL

The following are the Key managerial Personnel of the Company pursuant to Section 203of the Companies Act 2013 read with rule 3 and 8 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Sr. No Name Designation
1. Mr. Munish Avasthi Managing Director
2. Mr. Parveen K Gupta Chief Financial Officer
3. Mr. Lovlesh verma Company Secretary

AUDIT COMMITTEE

The Company had an Audit Committee of the Board of Directors the members of which areMr. Prashant Kochhar Dr. Sandeep Kapur Mrs. Harpreet Kaur Kang and Mr. Naresh kumarJain. Mr. Prashant Kochhar is the Chairman of the committee.

The committee is empowered to look into all the matters related to finance andaccounting and its terms of reference are as per regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with section 177 of TheCompanies Act 2013.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year Board Meetings and Audit Committee Meetings were convened and held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees. Theperformance evaluation of the independent directors was completed. The performanceevaluation of the Managing Director and Non - Independent Directors were carried out bythe independent directors. The manner in which the evaluation has been carried out hasbeen explained in the Corporate Governance Report.

NOMINATION AND REMUNERATION POLICY

The Board of the directors has constituted Nomination and Remuneration Committee whohas framed a policy in relation to the remuneration of Directors Key Managerial Personneland Senior Management of the Company and the criteria for their selection and appointmentwhich is stated in the Corporate Governance Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9/10) of the Companies Act 2013 and regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasformulated a whistle blower policy for vigil mechanism for directors and employeesreporting for unethical behavior fraud and mismanagement or violation of Company's codeof conduct. The details of the Policy are also posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed.

ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reason able and prudent so as to give a trueand fair view of the state of affairs of the Company at the end of the financial year andof the profit of the Company for the year ended on 31st March 2021.

iii) 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.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls were adequate and were operatingeffectively.

vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

11. AUDITORS AND THEIR REPORT STATUTORY AUDITORS

The Statutory Auditors of the Company had submitted Auditors' Report on the accounts ofthe Company for the financial year ended 31st March 2021.There is no audit qualificationreservations or adverse remarks or disclaimer in the said financial statements. Thecomments in the Auditors' Report read with Notes to Accounts are self- explanatory and donot call for any further explanation. As per the amended provisions of Section 139 of theCompanies Act 2013 ratification of the appointment of statutory auditors by theshareholders of the Company is not required now.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company appointedM/s Sunny Kakkar and Associates Company Secretaries to undertake the Secretarial Audit ofthe Company. The Secretarial Audit Report is annexed herewith as "Annexure B".

There is no audit qualification reservations or adverse remarks or disclaimer in thesecretarial audit report during the year under review.

COST AUDITORS

The Board of Directors has appointed M/s R.R. & Company Cost Accountants as theCost Auditors of the Company to conduct Audit of the cost records of the company for theFY 2021-22. However as per provisions of Section 148 of the Companies Act 2013 readwith Companies (Cost Records and Audit) Rules 2014 the remuneration to be paid to theCost Auditors is subject to ratification by members. Accordingly the remuneration to bepaid to M/s R.R & Company Cost Accountants for financial year 2021-22 is placedbefore the members at Annual General Meeting.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 for the financial year 2020-21 has been uploaded onCompany's website at www.sportking.co.in.

13. LISTING OF SECURITIES

The fully paid up 3321800 Equity Shares (face Value of Rs. 10/- each) of company arelisted on Bombay Stock Exchange (BSE) Limited for trading as on 31.03.2021. The Companyhas also paid the listing fees for financial year 2021-22 to BSE.

14. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. Thecompany conducts operation in such a manner as to ensure safety of all concernedcompliances of environmental regulations and prevention of various natural resources.

15. PUBLIC DEPOSITS:

The Company has not raised any deposits from the public except the interest freeunsecured loan from a Promoter Director of the Company. The detail of which are as under:

Name of the Promoter Director Date of Receipt of Loan Amount of Loan
Mr. Munish Avasthi 23.12.2010 Rs. 100.00 Lakhs

Hence the provisions of Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 with regard to acceptance of deposits from public arenot attracted.

16. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings & outgo isgiven in "Annexure-C" of this report.

17. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12)read with Rule 5(1) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 and statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3)Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is given in"Annexure D" of this report.

18. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all Senior Manager Personnel in the course of day to day businessoperations of the company. The Company believes in "Zero Tolerance" againstbribery corruption and unethical dealings / behaviors of any form and the Board has laiddown the directives to counter such acts. The Code has been posted on the Company'swebsite

The Code lays down the standard procedure of business conduct which is expected to befollowed by the directors and all Senior Manager Personnel in their business dealings andin particular on matters relating to integrity in the work place in business practicesand in dealing with stakeholders.

19. CORPORATE GOVERNANCE

The Corporate Governance which forms an integral part of this Report are set out asseparate Annexure together with the Certificate from the Practicing Company Secretaryregarding compliance with the requirements of Corporate Governance as stipulated inregulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

20. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the co-operation from theBankers Financial Institutions and Government Bodies & Business Associates. YourDirectors also record their appreciation of the services rendered by the employees of thecompany.

By Order of the Board
For Sportking India Limited
(Raj Kumar Avasthi)
Place: Ludhiana Chairman
Date : 14.08.2021 DIN: 01041890
Regd. Office: Village Kanech Near Sahnewal G.T. Road Ludhiana-141120 (Punjab)

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