s k international export ltd share price Directors report


To

The Members of SK International Export Limited

The Board of Directors(hereinafter referred to as the Board)are pleased to present the Fifth Annual Report on the business and operations of SK International Export Limited (hereinafter referred to as the Company/SKIEL) along with the Audited Financial Statements and Auditors reports thereon for the financial year (hereinafter referred to as FY) ended March 31, 2023 (hereinafter referred to as year under review).

1. Financial Results:

(^in Lakhs)

Standalone Financial Results

Particulars

For the Financial Year Ended March 31, 2023 For the Financial Year Ended March 31, 2022

Total Revenue

739.77 736.92

Total Expenses

728.44 814.66

Exceptional Items

- -

Profit/(Loss) before Tax

11.33 (77.70)

Provision for:

a. Current Tax

- -

b. Deferred Tax

0.25 0.25

c. Excess/(shortfall) provision for previous years

- -

Profit/(Loss) after Tax

(30.81) (77.94)

2. Dividend:

The Board of Directors of the Company do not recommend any dividend for the year under review.

Further, during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund.

3. Review of Operations:

The Company saw a marginal increase in demand for its services during the year under the review as compared to previous financial year ended March 31, 2023 which is reflected in the revenue and the profits from operations.

Your Directors wish to state that the Company is constantly looking for new avenues and newer concepts to be introduced for its products. At present, the Company has been seeing a steady demand for its three brands in the domestic as well as international markets. The Company is constantly looking for options to curtail its overheads.

Your Directors wish to state that the Company is in a position to gain and retain a higher market position in the coming financial years.

4. Change in the nature of business:

There were no changes in the nature of business of the Company during the year under review.

Post the year under review, the Company at its Extra-ordinary General Meeting held on Monday, June 19, 2023, had obtained the requisite approval from its Shareholders to alter the main object clause of the Memorandum of Association to enable the Company to diversify its business into Automobile Sector.

5. Share Capital:

As on March 31, 2023, the issued, subscribed, and paid-up Share capital of your Company was ^ 7,33,19,540/- (Rupees Seven Crore Thirty-Three Lakh Nineteen Thousand Five Hundred and Forty) comprising of 7331954 (Seventy-Three Lakh Thirty-One Thousand Nine Hundred and Fifty-Four) equity Shares of ^10/- (Rupees Ten) each.

6. Events having major bearing on the Companys affairs after the end of the FY:

There were no major events having any bearing on the Companys affairs after the end of the FY.

7. Material changes and commitments, if any, affecting the financial position of the Company:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the FY of the Company to which the financial statements relate and the date of the report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

9. Details of Subsidiaries, Joint Ventures or Associate Companies:

The Company does not have any subsidiaries, joint ventures or associate Companies during the year under review.

Further during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of SKIEL.

10. Board of Directors

(a) Changes in the composition of the Board:

There were no changes in the composition of the Board of Directors during the year under the review.

(b) Director liable to retire by rotation:

In accordance with the provisions of Companies Act, 2013, Ms. Purti Hitesh Sadh (DIN: 08228285), Director, is liable to retire by rotation at the ensuing AGM and being eligible, is seeking re-appointment.

The Board recommends her re-appointment.

(c) Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

(d) Number of Meetings of the Board:

The Board of Directors duly met 5 (Five) times on April 14, 2022, May 30, 2022, September 3, 2022, November 11, 2022 and March 10, 2023 during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(d) Company Policy on Director Appointment, Remuneration and Annual Formal Evaluation:

The Company has in place a policy relating to Directors Appointment, remuneration, and other related matters under Section 178(3) of the Companies Act, 2013.

Appointment and evaluation of the Independent Directors are governed by the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the Independent Directors at their meeting held on March 10, 2023, have carried out the annual performance evaluation of the non- Independent Directors individually as well as of the Chairman. Further, they have also assessed the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

(e) Committees of the Board:

The Company has the following Committees pursuant to the provisions of the Companies Act, 2013 read with relevant rules framed therein:

(i) Audit Committee:

The Audit Committee comprises of the following Members:

Sr. No. Name of the Members

Designation

1. Mr. Akshar J Patel

Chairman

2. Mr. Hitesh S Sadh

Member

3. Mr. Jay N Naik

Member

The audit committee met Three times during the year under review on May 10, 2022, May 30, 2022 and November 14, 2022.

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following Members:

Sr. No. Name of the Members

Designation

1. Mr. Jay N Naik

Chairman

2. Mr. Akshar J Patel

Member

3. Mr. Bhavin P Mehta

Member

The Nomination and Remuneration committee met Twice during the year under review on April 14, 2022 and March 10, 2023.

(iii) Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of the following Members:

Sr. No. Name of the Members

Designation

1 Mr. Bhavin P Mehta

Chairman

2 Mr. Hitesh S Sadh

Member

3 Ms. Purti H Sadh

Member

The Stakeholder Relationship Committee met once during the year under review on March 10, 2023.

(f) Vigil Mechanism/ Whistle Blower Policy:

The Company has duly adopted a Whistle Blower Policy as a part of the Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairman of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.

(g) Directors Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the

Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and 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 at the end of the FY and of the profit and loss of the Company for that period;

(iii) the Directors had taken proper and sufficient care 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;

(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 the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

12. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year under review:

(i) Mr. Vikramsingh Rajpurohit had appointed for the post of Company

Secretary and Compliance Officer with effect from April 14, 2022.

Further after the end of the year under review following changes took place:

(i) Ms. Vikramsingh Rajpurohit, Company Secretary and Compliance officer had resigned from his post with effect from May 2, 2023;

(ii) Ms. Vaishnavi Rohidas Nighot had appointed for the post of Company Secretary and Compliance Officer with effect from May 2, 2023.

13. Auditors:

(a) Appointment of Statutory Auditors:

N B T & Co, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 140489W) have been appointed as Statutory Auditors of the Company for a term of 5 years i.e. up to the FY 2024, subject to their eligibility.

N B T & Co, Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 140489W) have given their written consent and eligibility to act as the Statutory Auditors of your Company and have confirmed that the said appointment would be in conformity with the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditor) Rules 2014.

(b) Auditors Report:

The Auditors Report on the Financial Statements of the Company for the year under review does not have any qualification.

The Auditors report has a remark which is self-explanatory and hence does not require any further clarification of the Board of Directors of the Company.

14. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed KNK & Co LLP, Company Secretaries in Practice, having firm registration number (hereinafter referred to as FRN) L2018MH002800 to undertake Secretarial Audit of the Company for the year under review.

The Secretarial Auditors report does not have any qualification in the report issued for the period under review.

The Secretarial Audit Report submitted by KNK & Co LLP is furnished as Annexure A, and forms an integral part of this report.

15. Deposits:

The Company has neither invited nor accepted any deposits during the year under review.

16. Particulars of Loans, Guarantees or Investments:

The Company has not given any loans or provided any guarantee or made any investments under the provisions of Section 186 of the Companies Act, 2013 for the year under review.

17. Extract of Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website and may be accessed at the following web link http://skinternational.in/.

18. Particulars of contracts or arrangements with related parties:

All related party transactions under Section 188 of the Companies Act, 2013, were entered into during the year under review were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has also adopted a framework on related party transactions to ascertain the criteria of ordinary course of business and Arms Length Price

The details of the transactions with the related parties are set out in Form AOC 2 which is annexed as Annexure B.

19. Corporate Social Responsibility:

The provisions of Section 135 with respect to Corporate Social Responsibility were not applicable to the Company during the year under review.

The Company was also not required to develop adopt any policy on Corporate Social Responsibility during the year under review.

20. Internal Control System and their adequacy:

The Company has duly established and maintained its internal controls and procedures for the financial reporting and evaluated the effectiveness of Internal

Control Systems. The internal control systems are commensurate with the size, scale and complexity of its operations.

21. Internal & Concurrent audit:

The Company conducts its Internal and Statutory audit within the parameters of regulatory framework which is well commensurate with the size, scale, and complexity of its operations.

The Internal Auditors monitor the efficiency and effectiveness of the internal control systems in the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee.

22. Statement on remuneration of employees of the Company:

The Company has two Executive Directors, one of whom is the Managing Director of the Company.

(a) The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

Employed throughout the year

Nil

Employed for part of the year

Nil

(b) The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the Company.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance at info@skinternational.in.

None of the employees hold (by himself/herself or along with his/her spouse and dependent children) more than two percent of the Equity Shares of the Company.

23. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has adopted a Policy on prevention, prohibition and redressal of Sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and Redressal of complaints of sexual harassment at workplace. The following is a summary of Sexual Harassment complaints received and disposed off during the year under review:

No. of cases as on April 1, 2022

No. of cases received during the year under review No. of cases Disposed during the year under review No. of cases pending as on March, 31, 2023

NIL

NIL NIL NIL

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The detail of conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo is annexed as Annexure C.

25. Code of conduct:

The Board of Director had approved a Code of Conduct which is applicable to the Board of Directors and Senior Management Personnel of the Company.

It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the year under review.

26. Corporate Governance:

The provisions of Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Company is listed on the SME Platform of BSE Limited.

Hence no corporate governance report is required to be annexed to this report.

25. One time settlement with Banks or Financial Institution:

There was no instance of one time settlement with any Bank or Financial Institution.

26. Proceedings initiated/pending under the Insolvency and Bankruptcy Code, 2016

There is no proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016.

27. Acknowledgements:

Your Directors wish to place on record their deep sense of appreciation for the devoted services of all the employees of the Company for its growth.

Your Directors also acknowledge with gratitude the help and support received from the Shareholders, Bankers, Customers, Exchanges and Regulators and hope to continue to get such support in times to come.

Mumbai

September 6, 2023

By the order of the Board of Directors For SK International Export Limited

Sd/-

Hitesh S Sadh Managing Director DIN:03055331

Sd/-

Purti H Sadh Director DIN:08228285

Secretarial Audit Report For the financial year ended March 31, 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

SK International Export Limited CIN: L18109MH2018PLC314141

78, Ground, A2, Shah and Nahar Industrial Estate,

Sitaram Jadhav Marg, Lower Parel,

Mumbai - 400 013

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SK International Export Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided and representation made by the management of the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2023 (hereinafter referred to as year under review) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have also examined the books, papers, minute books, forms and returns filed and other records maintained by the Company during the year under review according to the provisions of:

(a) The Companies Act 2013 (the Act) and the rules made there under.

(b) The Securities Contracts (Regulation) Act, 1956 (SCRA), The Securities Contracts (Regulations) Rules, 1957 and the rules made thereunder.

(c) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder.

(d) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(e) The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) viz.:

(i) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(ii) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(iii) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(iv) The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014.

(f) As per information provided by the Management, the following laws are applicable specifically to the Company:

(i) Factories Act, 1948;

(ii) Environment Protection Act, 1986 and other environmental laws;

(iii) The Hazardous Wastes Management Rules 2016;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI);

ii. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015) and the Listing Agreement entered into by the Company with BSE Limited.

During the audit period under review, the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc.

We further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a Woman Director. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the act.

• Adequate notice is given to all Directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent seven days in advance, except in cases of meetings held on Shorter notices, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• As per the minutes of the Meetings of the Company, all decisions were carried out unanimously. We did not find any dissenting Directors views in the minutes of the Meetings.

We further report that, based on the information provided, representation made by the Company and review of the Compliance Certificates/Reports taken on record by the Board of Directors of the Company, we are of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliances with the applicable laws, rules, regulations and

We further report that during the Audit period, the Company had no specific events/actions which may have a bearing on the Companys affairs in pursuance of the referred laws, rules, regulations, guidelines, standards.

Mumbai, September 5, 2023

For KNK & Co. LLP Company Secretaries

Firm Registration Number: L2017MH002800 Peer Review No.: 1664/2022

sd/-

Santosh K Kini Partner

FCS No.: 11809, C. P. No.: 18045 UDIN :F011809E000941641

To,

The Members,

SK International Export Limited

CIN: L18109MH2018PLC314141

78, Ground, A2, Shah and Nahar Industrial Estate,

Sitaram Jadhav Marg, Lower Parel,

Mumbai - 400 013

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide are as on able basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Mumbai, September 5, 2023

For KNK & Co. LLP Company Secretaries

Firm Registration Number: L2017MH002800 Peer Review No.: 1664/2022

Sd/-

Santosh K Kini Partner

FCS No.: 11809, C. P. No.: 18045 UDIN :F011809E000941641

Form - AOC 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis:

Not Applicable

2. Details of Material contracts or arrangements or transactions at arms length basis:

Nature of contracts / arrangements / transactions

Name(s) of the related party Duration of the contracts / arrangements/transactions Salient terms of the contracts or arrangements or transactions including the value, if any: Date(s) of approval by the Board, if any: Amount in Lakhs paid as advances , if any:

Purchase

Sahej Saraa Fashion Private Limited

(Concern in which Directors are interested)

Perpetual Up to a maximum aggregate value of K 5,00,00,000 (Rupees Five Crores) November 11, 2022 74.72

Purchase

Silky Image Fashion Private Limited

(Concern in which Directors are interested)

Perpetual Up to a maximum aggregate value of K 2,00,00,000 (Rupees Two Crores) November 14, 2022 Nil

Sales

Trends & Fashion

(Concern in which Directors are interested)

Perpetual Up to a maximum aggregate value of K 5,00,00,000 (Rupees Five Crore) February 4, 2019 Nil

 

Nature of contracts / arrangements / transactions

Name(s) of the related party Duration of the contracts / arrangements/transactions Salient terms of the contracts or arrangements or transactions including the value, if any: Date(s) of approval by the Board, if any: Amount in Lakhs paid as advances , if any:

Job Work

Fashion Hub

(Concern in which Directors are interested)

Perpetual Up to a maximum aggregate value of K 5,00,00,000 (Rupees Ten Crores) November 14,2022 Nil

Salary

Mr. Darpan Sadh Relative of Director Perpetual As may be approved by the Board and Audit Committee. November 14, 2022 Nil

Salary

Ms. Priti Sadh Relative of Director Perpetual As may be approved by the Board and Audit Committee. November 14, 2022 Nil

For SK International Export Limited

Mumbai

September 6, 2023

Sd/-

Hitesh S Sadh Managing Director DIN:03055331

Sd/-

Purti H Sadh Director DIN:08228285

A. Conservation of Energy:

Your Company operates in a safe and environmentally responsible manner for the long-term benefit of all stakeholders. The Company works towards minimizing the environmental impacts of its operations through efficient use of resources and measures, to conserve the energy, promote use of renewal energy and drive energy efficiency in its operations.

The following steps were taken to conserve the energy:

1. The Company is constantly striving towards maintaining and installing energy efficient equipments in order to ensure conservation of energy;

2. The Company is optimising its energy consumption and is in the process of installing alternate sources of energy. The Company is also in the process of identifying cheaper power sources in order to further reduce the energy consumption;

3. The Company has not made any capital investments on energy conservation equipments during the year under review.

B. Research and Development and Technology Absorption, Adaptation and Innovation:

During the year under review, the Company has not carried out any activities involving Research and Development. Further the Company has not acquired developed, assimilated or utilized technological knowledge and capability from an external source.

C. Foreign exchange earnings and Outgo:

(i) The earnings of the Company during the year under review in Foreign Exchange is^ 231.78 Lakhs.

(ii) There was no foreign exchange outgo during the year under review.

Mumbai

September 6, 2023

For SK International Export Limited

Sd/-

Hitesh S Sadh Managing Director DIN:03055331

Sd/-

Purti H Sadh Director DIN: 08228285