sks textiles ltd share price Directors report


Dear Shareholder,

The Directors of your Company are pleased to present 25th Annual Report together with the audited Financial Statement for the financial year ended on 31st March, 2022.

1. Financial Result

Particulars 31.03.2022 31.03.2021
Revenue from Operations 59,38,335 21,58,80,348
Other Income 70,57,518 1,14,83,214
Total Revenue 1,29,95,853 22,73,63,561
Less: Expenditure 12,95,64,538 91,13,88,018
Profit before exceptional and extraordinary items (11,65,68,685) (68,40,24,457)
and tax
Exceptional Items/Extraordinary Items: Deferred 9,63,800 9,63,800
Revenue Income
Profit before Taxation (11,56,04,885) (68,30,60,657)
Provisions for Taxation - -
Deferred Tax Liability (9,39,569) (1,03,99,924)
Net Profit (11,46,65,316) (67,26,60,733)

2. Financial Performance:

The Company has earned revenue from operation of Rs. 59,38,335 during the year ended on 31st March, 2022 as against Rs. 21,58,80,348 for the year ended on 31st March, 2021. The Company has also earned other income of Rs. 70,57,518 during the year under review as against Rs. 1,14,83,214 earned during the previous year.

The Net loss of the Company during the year under review of Rs. 11,46,65,316 as compared to Net Loss of Rs. 67,26,60,733 in the previous year.

3. Dividend

Since the Company is into heavy losses, hence, the Board of Directors of the Company has not recommended any dividend during the year under review.

4. Transfer to Reserves:

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

5. Capital Structure of the Company:

Authorized Share Capital -During the year under review, the Authorized Share Capital of the Company is Rs. 3,30,00,000 (Rupees Three Crores Thirty Lakhs Only) divided into 33,00,000 (Thirty Three Lakhs) Equity shares of Rs. 10/-

6. Classes of Shares:

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

7. Details of Subsidiary/Joint Ventures/Associate Companies:

Since your Company is neither having any subsidiary or associate Company nor has entered into any joint ventures with any other Company.

8. Public Deposits

During the financial year 2021-2022, your Company has not accepted any deposits within the meaning of section 73 & 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

9. Particulars of Loans, Guarantees or Investments

The details relating to loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year forms part of the Financial Statement.

10. Secretarial Standard Of ICSI

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively. During the year under review, the Company was in compliance with the Secretarial Standards (SS) i.e., SS -1 and SS - 2, relating to

"Meetings of the Board of Directors" and "General Meetings", respectively.

11. Implementation Of Corporate Action

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

12. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

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.

13. Industrial Relations:

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

14. Directors And Key Managerial Personnel:

i. Appointment/Re-appointment of Directors and KMP:

In compliance with the provisions of Sections 203 read with Rule 8 of companies (Appointment and remuneration) Rules, 2014 and other applicable provisions, if any, of the Companies Act, Ms. Khadija Zulfeqar Lokhandwala, was appointed as Company Secretary and the Compliance officer of your Company with effect from 22nd September, 2022. However she resigned for better opportunity and growth with effect from 8th July, 2022.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and in terms of Articles of Association Mr. Sukanraj Bhabutmal Shah (DIN: 00034157), Whole time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Further, in accordance with the provisions of the Act and the Articles of Association, the Board of Directors and the Nomination and Remuneration Committee, approved re-appointment of Mr. Sukanraj Bhabutmal Shah for being re-appointed as Whole Time Director of the Company for a further period of 5 (five) years 9th August, 2022 upto 8th August, 2027, subject to approval of Shareholders at this Annual General Meeting.

ii. Independent Directors

The Independent Directors have submitted their declaration of independence, as required pursuant to the section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in section 149(6) of the companies Act, 2013

15. Composition of the Board

The Board of Directors of S K S Textiles Limited is a balanced composition and optimum mix of executive and Non-Executive Directors. However as per the requirements of the provisions of Section 149(1) of the Companies Act, 2013 read with rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company was required to appoint at least one

Women Director on the Board of the Company latest by 13th March, 2021, the Company could not comply with the same. However, the Company is in process of appointing the same.

They show active participation at the Board, which enhances the transparency and adds value to their decision making. The board of the Company is headed by an executive Chairman and a Managing Director.

The Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, Business Heads and associates.

As at 31st March 2022, the Directors and Key Managerial Personnel of the Company consisted of the following:

S. 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. Mihir M Manek 07254045 Non - Executive Independent Director
4. Mr. Nokhelal Duij Varma 08779260 Non - Executive Independent Director
5. Ms. Khadija Zulfeqar AOYPL9872R Company Secretary & Compliance
Lokhandwala Officer

16. Auditors

a) Statutory Auditors

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 as amended from time to time, Board of Directors have recommended to re-appoint, subject to approval of Shareholders M/s. Bhatter & Co., Chartered Accountants, (FRN13109W), as Auditors of the Company for the second term of five years to hold office from the conclusion of the 25th Annual General Meeting till the conclusion of the 30th Annual General Meeting of the Company to be held in FY 2026-2027, to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors."

Statutory Auditors Report

The Statutory Auditor s report dated 30th May, 2022 on the financial statements of the Company for FY 2021-22 is unmodified and does not have any reservations, qualifications or adverse remarks and, other remarks are self-explanatory.

Details in respect of frauds reported by auditors

No fraud has been reported by the Auditors to the Audit Committee or the Board.

b) Secretarial Auditor:

Pursuant to provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, M/s Sherlyn Rebello & Associates, Company Secretaries has been appointed as Secretarial Auditor of the Company. A Secretarial Audit Report in Form MR-3 given by M/s Sherlyn Rebello & Associates for the Financial Year ended on 31st March, 2022 has been provided in Annexure II which forms parts of this Directors Report.

However, the Secretarial Auditor of the Company has mentioned few Observations in its Report and the response of the management is as below:

Sr. Auditors Observation Management Reply
No
1 Whereas in terms of the provisions of Section 149(1) of the Companies Act, 2013 read with rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Company was required to appoint at least one Women Director on the Board of the Company latest by 13th March, 2021, the Company could not comply with the same. However, the Company is in process of appointing the same. The Company is in process of appointing the same.
2 Whereas in terms of the provisions of Section 203 of the Companies Act, 2013, the Company was required to appoint a Company Secretary within a period of six months from the date of vacancy. The Company was in process of finding suitable candidate to be appointed for the same. However the Company appointed
After resignation of CS Akriti Pathak w.e.f. 30th September 2020, the Company appointed a Company Secretary w.e.f. 22nd September 2021 and thus is in non-compliance of section 203 till 22nd September 2021. Company Secretary w.e.f. 22nd September, 2021
3 Whereas as per Rule 6(6) of The Companies (Cost Records and Audit) Rules, 2014 Every company covered under these rules shall, the Company was required to file Form CRA- 4 (Cost audit report for FY 2020-21). The Company has not filed the said form CRA-4 for FY 2020-21. The Company is in a process of filing the same.

c) Cost Auditor

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, Cost Audit is not applicable for FY 2021-2022.

d) Internal Auditor & Internal Audit Report

The provisions of section 138 of Companies Act, 2013 is applicable to Company and Company has appointed M/s NNK & Co., Chartered Accountants, to carry out Internal Audit based on the recommendation of the Audit Committee.

17. Details Of Frauds Reported By Auditors Under Sub-Section (12) Of Section 143 Of The Companies Act 2013, Other Than Those Which Are Reportable To The Central Government

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

18. Weblink of Annual return

The Company is having website www.groupsks.in and annual return has been published on such website.

19. 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 the applicable provisions of the Companies Act, 2013 read with Rules and Listing Regulations. Details of term of reference of the Committees, Committees Membership and attendance at Meetings of the

Committees are provided as follows:

20. Audit Committee:

The Company has constituted an Audit Committee in accordance with Section 177(1) of the Companies Act, 2013. During the financial year 2021-2022 Four meeting of the Audit Committee was held on 30th June, 2021, 03rd September, 2021, 13th November, 2021, 11th February, 2022 the details of the composition of the committee and attendance at its meeting are set out in the following table:

S. No. Name Designation Meeting Held during the tenure Meeting attended
1. Mr. Nokhelal Duij Varma Chairman 4 4
2. Mr. Mihir M Manek Member 4 4
3. Mr. Vicky Sukanraj Shah Member 4 4

All the members of the Audit Committee are financially literate and have relevant accounting financial management expertise as required under the Companies Act, 2013 and Regulation 18 of the listing Regulations.

The primary objective of the Committee is to monitor and provide an effective supervision of the Management s financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting and its Compliances with the legal and regulatory requirements. The committee oversees the work carried out in the financial reporting process by the Management and the Statutory 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 Audit Committee are in conformity with the applicable provisions of the Companies Act, 2013 and Listing Obligation Requirements (including any statutory modification(s) or re-enactment or amendment thereof.

2 . Nomination and remuneration Committee:

The Company has formed Nomination and Remuneration Committee in line with provisions of Section 178 of the Companies Act 2013. During the year, the Committee meeting was held on 03/09/2021. The composition of the committee is given below:

S no. Name Designation
1. Mr. Mihir M Manek Chairman
2. Mr. Nokhelal Duij Varma Member
3. Mr. Vicky Sukanraj Shah Member

The Company has duly formulated and has in place the Nomination and remuneration Policy for appointment and remuneration of Directors, Key Managerial Personnel and Employees of the Company and as required under section 134 the same is available at the Company website www.groupsks.in. The policy formulated by Nomination and Remuneration Committee includes Director s appointment and remuneration including qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies act, 2013 and same was approved by the Board of Directors of the Company. All statutorily policies of the Company are available on the website of the Company for investor s reference.

3. Stakeholders Relationship Committee-

The Company has constituted Stakeholder s Grievance & Relationship Committee mainly to focus on the redressal of shareholders /Investors Grievance, if any, like

Transfer/Transmission/Demat of shares, Loss of Certificates; Non-Receipt of Annual Report; Dividend Warrants etc. During the year, the Committee met on 30th June, 2021, 03rd September, 2021, 13th November, 2021, 11th February, 2022. The composition of the committee is given below:

S no. Name Designation
1. Mr. Mihir M Manek Chairman
2. Mr. Vicky Sukanraj Shah Member
3. Mr. Nokhelal Duij Varma Member

Details of Shareholders Complaints Received, Solved and Pending as on March 31, 2022

The Company expresses satisfaction with the Company s performance in dealing with investor grievance. The Company has not received any complaints during the year under review. Hence, there were no complaints outstanding as on March 31, 2022.

21. Declaration of Independency by Independent Director

The Independent Directors have given their declarations under Section 149(6) and Section 149(7) of the Companies Act, 2013 and the rules made there under. The Independent Directors fulfill the conditions relating to their status as an Independent Director as specified in Section 149 of the Act and the Regulation 16(b) of the Listing Regulations.

22. Familiarization programmer for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, it s

Management and operations and provides an overall industry perspective as well as issues being faced by the industry.

23. Board Evaluation:

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the chairman and Non-Independent Directors was carried out by the Independent Directors in their separate Meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors

The Board s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and Composition, effectiveness of Board 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/Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members.

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

24. Whistle Blower Policy/Vigil Mechanism:

The Company promotes ethical behaviors in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the directors and employees are free to report violations of law, rules, regulations or unethical conduct, actual or suspected fraud to their immediate supervisor and also have been provided direct access to the chairman of the Audit Committee in exceptional cases or such other persons as may be notified by the Board. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

The Whistle Blower Policy of the Company is also available on the website of the Company at the link www.groupsks.in

25. Prevention of Insider Trading:

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

The insider trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.groupsks.in.

26. Risk Management Policy:

In line with regulatory requirements, the Company has framed risk management policy to identify and access with the regulatory risk areas and a risk mitigation process. A detailed exercise is being carried out at regular interval to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

27. Disclosure under the Sexual Harassment of women at a Workplace (Prevention, Prohibition and Redressal), Act 2013

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

The Company has not received any complaint of sexual harassment during the financial year 2021-22.

28. Details of application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, following was pending under the Insolvency Bankruptcy Code, 2016:

Sr. No. Case No. Party Name Status as on date
1 C.P. (IB) - 799/2021 DBS Bank India Ltd VS S.K.S Textiles Ltd Reserved for orders
2 C.P. (IB) - 459/2021 Shri Mahalaxmi Textiles VS S K S Textiles Limited The CP is rejected for want of minimum threshold limit as per the MCA notification.
3 C.P. (IB) - 413/2021 Trimurti Textiles VS SKS Textiles Limited Next Hearing date 04-10- 2022

29. Details Of Difference between valuation amount on one time settlement and valuation while availing loan from Banks And Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

30. Corporate Governance:

As per regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provision shall not be applicable in respect of the following cases of companies: a. Listed Entity having paid - up equity share capital not exceeding Rs. 10 crores and net worth not exceeding Rs. 25 crores, 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 the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the financial year 2021-22.

31. Corporate Social Responsibility:

As per Section 135 and applicable Rules of the Companies Act 2013, every company having Net Worth of Rs. 500 Crores or more or Turnover of Rs.1000 Crores or Net Profit of Rs. 5 Crores or more during any FY will be required to constitute CSR Committee of Board consisting 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 the provisions of Corporate Social Responsibility does not to apply to the Company and thus disclosure related to CSR does not form part of Annual Report for the financial year 2021-22.

32. Code of Conduct

The board of directors of the Company has laid down a Code of Conduct for all the Board Members and senior Management Personnel of the Company. The Board Members and the Senior Management personnel have to affirm compliance with the code for the year 2021-22. The said code of conduct has been posted on the website of the Company. A declaration to this effect is annexed and forms part of this report.

33. Meetings of the Board:

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

S no. Date of Meeting Board Strength No. of Directors Present
1. 30.06.2021 4 4
2. 03.09.2021 4 4
3. 22.09.2021 4 4
4. 13.11.2021 4 4
5. 11.02.2022 4 4

34. Particulars of contracts or arrangements with related parties.

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

The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in point no. 35 of Notes forming part of the Financial Statements.

35. 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 to which the Financial Statements Relate and the date of Report.

There are no material changes during the year.

The Company has shifted its Registered office to H No. 1246/1K, GALA: 1-9, 1st Floor, Blndg B-4, Prithvi Complex, Kalher Village Thane, 421 302

36. Particulars of employees:

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

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

37. Internal Finance control

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

38. Management Discussion Analysis Report

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

39. 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 Managing Director of the Company. The same forms a part of this Annual Report.

40. Insurance:

All assets of the Company including inventories, building, plant and machineries are adequately insured.

41. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 financial year 31st March, 2022 and of the profit and loss of the Company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

42. Share Transfer System

All share transfer, dematerialization and related work is managed by Link Intime India Pvt. Ltd. C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400083 Shareholders are requested to send all 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.

43. Share Capital Audit

As stipulated by Securities and Exchange Board of India (SEBI), Mr. Mayank Arora, Proprietor of M/s. Mayank Arora &Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital as on March 31, 2022.

44. Investors Correspondence

Link Intime India Pvt. Ltd. C 101, 247 Park, L B S Marg, Vikhroli West, Mumbai-400083

Phone: +91 22 4918 6000 Fax No: +91 22 8512885 Email-id: mumbai@linkintime.co.in Website: www.linkintime.co.in

45. Appreciation and Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, employees, staff and workers of the 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: 30/05/2022
Place: Mumbai