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Directors Report of Sikko Industries Ltd.
Mar 31, 2025
The Board of Directors hereby submits the report of the business and operations of your Company, along with the Audited Financial
statements, for the financial year ended March 31, 2025.
FINANCIAL HIGHLIGHTS: (INR in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
F.Y. 2024-25 |
F.Y. 2023-24 |
F.Y. 2024-25 |
F.Y. 2023-24 |
|
|
Revenue from operations |
6,174.80 |
6,128.72 |
6,174.80 |
6,128.72 |
|
Other income |
75.22 |
341.87 |
75.22 |
341.87 |
|
Total Income |
6,250.02 |
6,470.59 |
6,250.02 |
6,470.59 |
|
Less: Total Expenses before Depreciation, Finance Cost |
5,540.05 |
5,716.77 |
5,540.05 |
5,716.77 |
|
Operating Profits before Depreciation, Finance Cost and Tax |
709.97 |
753.82 |
709.97 |
753.82 |
|
Less: Finance cost |
39.9 |
78.84 |
39.9 |
78.84 |
|
Less: Depreciation |
68.65 |
71.55 |
68.65 |
71.55 |
|
Profit / (Loss) Before Tax |
603.72 |
605.81 |
603.72 |
605.81 |
|
Less: Current Tax |
181.94 |
180.76 |
181.94 |
180.76 |
|
Less: Deferred Tax Liabilities/ (Assets) |
(5.31) |
18.62 |
(5.31) |
18.62 |
|
Profit/ (Loss) after tax (PAT) |
427.10 |
406.43 |
426.66 |
406.43 |
FINANCIAL PERFORMANCE
On Standalone Basis
During the year under review, the revenue from operation of the Company was stood at ? 6,174.80 Lakhs as against that of ? 6,128.72 Lakhs for
previous year. Revenue from operation of the Company was increased by 0.75% over previous year.
Profit before Tax for the financial year 2024-25 stood at ? 603.72 Lakhs as against that of ?605.81 Lakhs for last year which state 0.34% decrease
in Profit before tax and the net profit after tax stood of ? 427.10 Lakhs for the financial year 2024-25 as against the net profit of ? 406.44 Lakhs for
the financial year 2023-24 which state 5.08% increase in profit of the Company.
On Consolidated Basis
Being the first year of consolidation of accounts, the consolidated revenue from operation of the Company for financial year 2024-25 stood at
?6,174.80 Lakhs. The consolidated net profit after tax for the financial year 2024-25 was stood at ? 426.66 Lakhs.
FINANCIAL STATEMENTS
The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended March 31,
2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133
of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements have been prepared in accordance
with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiaries, as approved by their respective
Board of Directors.
DIVIDEND:
Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the
Directors during the Financial Year 2024-25 (Previous Year Nil).
The details of Shareholders whose past Dividends are unpaid or unclaimed are uploaded on the Website of the Company at
www.sikkoindia.in.
Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to make their claims before relevant
due dates without any delay to the Company or Registrar and Transfer Agents (RTA), Purva Sharegistry (India) Private Limited.
Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("the Rules") the 1st Interim Dividend declared for the financial year 2022-23, which remained unclaimed for a
period of seven years will be credited to the IEPF on or before February 24, 2030. The corresponding shares on which dividend was unclaimed
for seven consecutive years will also be transferred as per the procedure set out in the Rules.
Accordingly, Shareholders are requested to claim the 1st Interim Dividend declared for the financial year 2022-23 before the same is transferred
to the IEPF.
AMOUNT TRANSFERRED TO RESERVES:
Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account
of the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of
the Company.
SHARE CAPITAL:
Authorized Capital:
During the year under review, vide Special Resolution passed by the Members of the Company at their Extra-Ordinary General Meeting held
on Thursday, May 30, 2024, at 11:00 A.M. IST through Video Conferencing (âVC") / Other Audio-Visual Means (âOAVM"), the authorized
share capital of the Company had been increased from Rupees 17,50,00,000/ - (Rupees Seventeen Crore Fifty Lacs only) divided into 17500000
(One Crore Seventy Five Lacs only) Equity Shares of Rupees 10/ - (Rupees Ten Only) each, to Rupees 25,00,00,000/ - (Rupees Twenty Five Crore
Only) divided into 25000000/- (Two Crore Fifty Lacs Only) Equity Shares of Rupees 10/- (Rupees Ten Only) each.
The authorized share capital of the company as on March 31, 2025 is ?25,00,00,000/ - (Rupees Twenty Five Crore Only) divided into 25000000/ -
(Two Crore Fifty Lacs Only) Equity Shares of Rupees ?10/ - (Rupees Ten Only) each.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items
during the year under review:
A) Issue of equity shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
Issued, Subscribed & Paid-Up Capital:
The Board of Directors, at its meeting held on May 30, 2024, approved the offer and issuance of equity shares of the Company by way of a
Rights Issue for an amount not exceeding Rs. 49.50 Crores. The Rights Issue was undertaken in accordance with the provisions of the Act, the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.
Pursuant to the said approval, the Board of Directors, at its meeting held on January 25, 2025, approved the allotment of 5040000 equity shares
on rights basis at a price of Rs. 98.00 per share (comprising Re. 10 face value and Rs. 88.00 premium), aggregating to Rs. 49.39 Crores. The
equity shares were offered to eligible shareholders in the ratio of 3 (Three) Rights Equity Shares for every 10 (Ten) fully paid-up equity shares
held as on the record date, i.e., Friday, December 06, 2024. The Rights Issue opened on Monday, December 23, 2024 and closed on Tuesday,
January 7, 2025. Fractional entitlements were disregarded while computing the Rights Entitlement.
As on March 31, 2025, the Issued, Subscribed and Paid-up Capital of the Company is ? 21,84,00,000/- divided in to 2,18,40,000 Equity Shares of
? 10.00 each.
The entire Paid-up Equity share Capital of the Company during the year is listed at National Stock Exchange of India Limited.
The required disclosures with respect to the right issue of shares is as follows;
|
Description |
Particulars |
|
Date of issue and allotment of shares |
Date of issue: 23/12/ 2024; Date of allotment: 25/01/ 2025 |
|
Method of allotment |
Rights issue |
|
Issue price |
INR 98.00 |
|
Conversion price |
Not applicable |
|
number of shares allotted or to be allotted |
5040000 |
|
number of shares or securities allotted to |
0 |
|
in case, shares or securities are issued for |
Not applicable |
Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ''the act'') in respect of any scheme of provisions of money
for purchase of own shares by employees or by trustees for the benefit of employees:
There were no such instances during the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate
Governance.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in
Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified
for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Board Meeting:
Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as
and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held
at registered office of the Company.
During the year under review, Board of Directors of the Company met 22 (Twenty-Two) times, viz May 08, 2024, May 10, 2024, May 30, 2024,
July 08, 2024, July 25, 2024, August 20, 2024, August 22, 2024, September 02, 2024, September 14, 2024, October 11, 2024, October 22, 2024,
October 26, 2024, November 16, 2024, November 30, 2024, December 04, 2024, December 12, 2024, January 02, 2025, January 03, 2025, January 25,
2025, February 11, 2025, February 19, 2025 and March 21, 2025.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate
Governance.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter
Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the
criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 21, 2025 to review the performance of Non-Independent Directors and Board
as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information
between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the
Company at https://sikkoindia.com/ assets/ images/ investors/ policies/Terms-and-conditions-of-Independent-Director.pdf .
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and
16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for
financial year 2025-26 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board
of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after
undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and
are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
Familiarization Programme for Independent Directors
The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the
Company''s procedures and practices, the website link is https://sikkoindia.com/assets/images/investors/policies/Familiarisation-
Programme-for-Independent-Directors.pdf.
Information on Directorate:
During the year under review, there was no change in the composition of board of directors of the company.
The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent Directors,
which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2025,
board comprises of 6 (Six) Directors out of which 3 (Three) Directors are Promoter Executive Directors and remaining 3 (Three) are Non¬
Promoter Non-Executive Independent Directors.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Jayantibhai Mohanbhai
Kumbhani (DIN: 00587807), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible,
has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice
convening the 25th Annual General Meeting.
Key Managerial Personnel:
During the year under review and in accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Ghanshyambhai
Kumbhani (DIN: 00587855) who is acting as Chairman & Whole Time Director, Mr. Jayantibhai Kumbhani (DIN: 00587807) who is acting as a
Managing Director, Mr. Mukesh Shah who is acting as Chief Financial Officer and Mr. Dhruvitkumar Pareshbhai Mandliya Company who is
acting as Company Secretary and Compliance officer.
As on date of this report, the Company has Mr. Ghanshyambhai Kumbhani (DIN: 00587855) as Chairman & Whole Time Director, Mr.
Jayantibhai Kumbhani (DIN: 00587807) as Managing Director, Mr. Mukesh Shah as Chief Financial Officer and Mr. Dhruvitkumar Pareshbhai
Mandliya as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the
Companies Act, 2013.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors
pursuant to the provisions of the Companies Act, 2013 in the following manners;
> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the
board composition and structure, effectiveness of board processes, information and functioning etc.
> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the
criteria such as the composition of committees, effectiveness of committee meetings, etc.
> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
> In addition, the performance of chairperson was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held on March 21, 2025 to evaluate the performance of non-independent directors, performance
of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors'' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no
material departures have been made from the same;
b) 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 financial year and of the profit or loss
of the Company for that year;
c) The Directors 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) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis;
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are
adequate and were operating effectively; and
f) 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:
1. Audit Committee 3. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance
annexed to this Report.
Audit Committee:
The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2025, the Audit Committee comprised Mr. Ashvinkumar Ramnikbhai Trapasiya (Non-Executive Independent Director) as
Chairperson and Mr. Hasmukh Veljibhai Vavaiya (Non-Executive Independent Director), Mrs. Mamtaben Hiteshbhai Thumbar (Non¬
Executive Independent Director) and Mr. Jayantibhai Mohanbhai Kumbhani (Executive Director) as Members.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Corporate Social Responsibility (CSR) Committee
Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR
Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social
Responsibility. The terms of reference of the Committee inter alia comprises of the following:
^ To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company
specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;
^ To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;
^ To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.
The Composition of the Corporate Social Responsibility Committee as on date of this report are as under:
|
Name of Members |
Category |
Designation in Committee |
|
|
Mr. Jayantibhai Mohanbhai Kumbhani |
Managing Director |
Chairperson |
|
Mr. Ahvinkumar Ramnikbhai Trapasiya |
Independent Director |
Member |
|
Mr. Hasmukh Veljibhai Vavaiya |
Independent Director |
Member |
During the year under review, CSR Committee Meetings were held on August 20, 2024 and March 21, 2025 in which requisite quorum were
present. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.
The CSR Policy may be accessed at the web link https://sikkoindia.com/ assets/ images/ investors/ policies/ CSR-Policy.pdf
The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.
PUBLIC DEPOSIT:
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013
and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act,
2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report
to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe
guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the
Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the
Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the
website of the Company https://sikkoindia.com/ assets/ images/ investors/ policies/Whistle-Blower-Policy.pdf
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract
motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the
Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are
decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of
each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at
https: / / sikkoindia.com/ assets/ images/ investors/ policies/Nomination-and-Remuneration-Policy.pdf
REMUNERATION OF DIRECTORS:
The details of remuneration/ sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in
Report on Corporate Governance which is the part of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given
in the notes to the Financial Statement.
WEB LINK OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can be accessed at
https: / / sikkoindia.com/ assets/ images/ investors/ announcement/ Annual%20Return%202024-25.pdf
RELATED PARTIES TRANSACTION:
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel
which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit
Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseen and repetitive in nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the
purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded
on the Company''s website at https://sikkoindia.com/ assets/ images/ investors/ policies/Policy-on-Related-Party-Transactions.pdf
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form
AOC-2 is annexed to this Report as "Annexure - B". There was no contracts, arrangements or transactions which was executed not in ordinary
course of business and/ or at arm''s length basis.
UTILIZATION OF PROCEEDS OF RIGHT ISSUE
The details of utilization of right issue proceeds as on the date of this report is provided as follows:
|
Issue proceeds raised during the |
Modified |
Original |
Modified |
Funds Utilized (INR |
Amount of |
Remarks |
|
Capital expenditure for purchase of |
-- |
4100.43 |
-- |
3628.29 |
-- |
-- |
General Corporate Purpose -- 778.77 -- 778.77 -- -¬
Offer Related Expenses -- 60.00 -- 29.78 -- --
The Company has not raised any fund through issuance of securities during F.Y. 2023-24.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each executive director to the median of employees'' remuneration as per Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as
"Annexure - C".
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under
Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member
interested in obtaining a copy of the same may write to the Company Secretary.
MATERIAL CHANGES AND COMMITMENT:
there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and
the date of the report.
MAINTENANCE OF COST RECORDS
The Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the
Companies Act, 2013 read with the relevant rules made framed thereunder.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s
operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC)
for redressal of Complaints.
(a) number of complaints of sexual harassment received in the year 2024-25 = Nil
(b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil
(c) number of sexual harassment cases pending for more than ninety days during the year 2024-25 = Nil
MATERNITY BENEFIT ACT 1961
The Company has complied with the provisions relating to the Maternity Benefit Act 1961.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure -
D".
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation
process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The
mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such
risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across
the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to
independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is
based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit
committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.
The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed
by Audit Committee and Board.
Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size
and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the
Company''s internal controls over financial reporting was observed.
DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:
During the year under review, Sikko Foundation, Section 8 Company Limited by shares has been incorporated as wholly owned subsidiary of
the Company for carrying out and social work activities.
The Company does not have any Joint venture or associate Company.
The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed to this Report as Annexure - E.
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company
Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as "Annexure - F".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the
performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section
forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder and Based on the recommendation of the
Audit Committee and the Board of Directors, members of the company in its previous Annual General Meeting held on September 13, 2024, re¬
appointed M/ s. D G M S & Co., Chartered Accountants, Jamnagar (FRN: 0112187W), as Statutory Auditors of the Company for the second term
of 5 (five) years commencing from the conclusion of 24th Annual General Meeting (AGM) to hold office till conclusion of the 29th Annual
General Meeting (AGM) of the company to be held in the year 2029 whose period of office would expire on the conclusion of ensuing 29th
Annual General Meeting.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under
Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors''
Report is enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed M/s. Alap & Co. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the
financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the
financial year 2024-25 is annexed to this report as an "Annexure - G - 1".
The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. Alap & Co. LLP (LLPIN: ACA-1561),
Practicing Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circufars/Guidelines issued thereunder,
pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February,
2019 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) is annexed to this report as an "Annexure -
G - 2".
The above reports do not contain any qualification, reservation or adverse remark.
Appointment of Secretarial Auditor
In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years.
Accordingly, the Board has recommended the appointment of M/s Alap & Co. LLP, a peer reviewed firm of Company Secretaries in Practice,
as Secretarial Auditors of the Company for a term of 5(five) consecutive years, for approval of the Members at ensuing AGM of the Company.
Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s Alap & Co. LLP have given their
consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.
INTERNAL AUDITORS:
The Board of Directors of the Company has appointed M/ s. Ashok K. Bhatt & Co, Chartered Accountants, (FRN: 100657W), as an Internal
Auditors to conduct Internal Audit of the Company for the Financial Year 2024-25 and the Internal Auditors have presented the observations to
the Audit Committee at their meeting held on quarterly basis.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
INSURANCE:
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact
the Business of the Company.
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 institution.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.sikkoindia.in"
containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding
Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc. LOAN FROM DIRECTORS
As on 31/ 03/2025, the amount of Loan received from executive promoter directors of the company stood at INR 54.00 Lakhs
ADOPTION OF IND-AS
The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019 (the transition date) by recognizing all assets and
liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by
reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and
liabilities.
There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
DETAILS OF THE DESIGNATED OFFICER:
Mr. Dhruvitkumar Pareshbhai Mandliya, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule
(9) (5) of the Companies (Management and Administration) Rules, 2014.
SECRETARIAL STANDARDS OF ICSI:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively,
have been duly complied by your Company.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of
The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took
place on those items during the year.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their
dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government,
business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support
in all future endeavors.
Registered Office For and on behalf of Board of Directors
508, Iscon Elegance, Nr. Jain Temple, For, Sikko Industries Limited
Nr. Prahladnagar Pick up Stand,
Vejalpur, Ahmedabad - 380 051.
Ghanshyambhai M. Kumbhani Jayantibhai M. Kumbhani
Place: Ahmedabad Chairman & Whole-time Director Managing Director
Date: August 11, 2025 DIN: 00587855 DIN: 00587807
Mar 31, 2024
The Board of Directors hereby submits the report of the business and operations of your Company, along with the Audited Financial statements, for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS: (? in Lakhs)
|
Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
|
Revenue from operations |
6,128.72 |
4,967.03 |
|
Other income |
341.87 |
25.48 |
|
Total Income |
6,470.59 |
4,992.51 |
|
Less: Total Expenses before Depreciation, Finance Cost and Tax |
5,714.39 |
4,483.98 |
|
Operating Profits before Depreciation, Finance Cost and Tax |
756.20 |
508.52 |
|
Less: Finance cost |
78.84 |
44.24 |
|
Less: Depreciation |
71.55 |
58.99 |
|
Profit / (Loss) Before Tax |
605.81 |
405.30 |
|
Less: Current Tax |
180.76 |
117.86 |
|
Less: Deferred Tax Liabilities/ (Assets) |
18.62 |
(1.81) |
|
Profit/ (Loss) after tax (PAT) |
406.43 |
289.25 |
FINANCIAL PERFORMANCE:
During the year under review, the Company has earned total income of ? 6,470.59 Lakhs as against the total income of ? 4,992.51 Lakhs of previous year which states 29.61% increase in the total income as compared to previous year. The profit before tax in the financial year 2023-24 stood at ? 605.81 Lakhs as compared to profit of ? 405.30 Lakhs for last year which state 49.47 Increase in Profit before tax and net profit after tax stood at ? 406.44 Lakhs as compared to profit of ? 289.25 Lakhs for the previous year which state 40.52% increase in profit of the Company.
DIVIDEND:
Your Directors wish to conserve resources for future expansion and growth of the Company. Hence, no Dividend has been declared by the Directors during the Financial Year 2023-24.
However, the Board of Directors, at their meeting, held on December 21, 2022, have declared and paid 1st Interim Dividend for the financial year 2022-23, at the rate of ? 0.15/- (1.5%) per equity share having face value of ? 10/- each fully paid-up, absorbing a sum of ? 25.20 Lakhs, to those shareholders whose names appear in the Register of Members and / or Depositories respectively, as at the close of working hours on Wednesday, December 28, 2022, being the Record Date fixed by the Company for this purpose (Previous Year - Nil).
The dividend payout is in accordance relevant provisions of companies Act, 2013 and rules made thereunder and in accordance with applicable provisions of other statutes.
The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on the Website of the Company at www.sikkoindia.in.
Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to make their claims before relevant due dates without any delay to the Company or Registrar and Transfer Agents (RTA), Purva Sharegistry (India) Private Limited.
Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the 1st Interim Dividend declared for the financial year 2022-23, which remained unclaimed for a period of seven years will be credited to the IEPF on or before February 24, 2030. The corresponding shares on which dividend was unclaimed for seven consecutive years will also be transferred as per the procedure set out in the Rules.
Accordingly, Shareholders are requested to claim the 1st Interim Dividend declared for the financial year 2022-23 before the same is transferred to the IEPF.
AMOUNT TRANSFERRED TO RESERVES:
Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the Company.
SHARE CAPITAL:
Authorized Capital:
There is no change in the Authorized and Paid up Share Capital of the Company during the year under review. The authorized share capital of the company as on March 31, 2024 is ? 17,50,00,000/- (Rupees Seventeen Crore Fifty Lacs Only) divided into 17500000 (One crore Seventy-Five Lacs Only) Equity Shares of ? 10/-(Rupees Ten Only).
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
A) Issue of equity shares with differential rights
B) Issue of sweat equity shares
C) Issue of employee stock options
D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit Of employees.
The Authorised share capital of the company was increased from K 17,50,00,000/- (Rupees Seventeen Crore Fifty Lacs Only) divided into 17500000 (One Crore Seventy-Five Lacs Only) Equity Shares of K 10/-(Rupees Ten Only) to K 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25000000 (Two Crore Fifty Lacs Only) Equity Shares of K 10/- (Rupees Ten Only) vide special resolution passed in Extra-ordinary General Meeting of the members of the company held on Thursday, May 30, 2024 through Video Conferencing ("VC") / Other Audio-Visual Means (âOAVM").
As on the date of the report, the authorized share capital of the company is K 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25000000 (Two Crore Fifty Lacs Only) Equity Shares of K 10/ - (Rupees Ten Only).
Issued, Subscribed & Paid-Up Capital:
The present Issued, Subscribed and Paid-up Capital of the Company is ? 16,80,00,000/- divided in to 16800000 Equity Shares of ? 10.00 each.
The entire Paid-up Equity share Capital of the Company during the year is listed at National Stock Exchange of India Limited.
Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ''the act'') in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:
There were no such instances during the year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.
Disclosure by Directors
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Board Meeting:
Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 17 (Seventeen) times, viz April 17, 2023, May 09, 2023, May 24, 2023, June 05, 2023, June 12, 2023, July 20, 2023, August 09, 2023, August 11, 2023, November 03, 2023, November 06, 2023, January 15, 2024, January 20, 2024, January 29, 2024, February 13, 2024, February 27, 2024, February 29, 2024 and March 11, 2024.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on February 27, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://sikkoindia.in/ wp-content/uploads/2022/ 04/Terms-and-conditions-of-Independent-Director.pdf.
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24 and that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of
the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Information on Directorate:
During the Financial year under review, In the Meeting of Board of Director dated 12th June 2023, upon recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672), on the Board of Director of the Company as an Additional Non-Executive Independent Director of the company for a period of five years w.e.f. June 13, 2023, subject to approval of the Members. Accordingly, Shareholders of the Company in its 23rd Annual General Meeting held on September 11, 2023 Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672), regularised as Non-Executive Independent Director of the Company.
Mr. Rupen Jayantibhai Patel (DIN 09247614), due to his personal reasons, has resigned from the post of Non-Executive Independent Director w.e.f. June 16, 2023. The Board places on record its appreciation for the guidance and contribution made by Mr. Rupen Jayantibhai Patel (DIN 09247614) during his tenure on the Board.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Alpaben Jayantibhai Kumbhani (DIN: 00587848), an Executive Director of the Company retires by rotation at the ensuing Annual General Meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her appointment on the Board.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 24th Annual General Meeting.
Key Managerial Personnel:
During the year under review and in accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Ghanshyambhai Kumbhani (DIN: 00587855) who is acting as Chairman & Whole Time Director, Mr. Jayantibhai Kumbhani (DIN: 00587807) who is acting as a Managing Director, Mr. Mukesh Shah who is acting as Chief Financial Officer and Mr. Dhruvitkumar Pareshbhai Mandliya Company who is acting as Company Secretary and Compliance officer.
During the financial year 2023-24, Ms. Ishita Nayankumar Shah had resigned from the post of Company Secretary and Compliance officer w.e.f. April 18, 2023. The Board had, in her place, appointed Mr. Dhruvitkumar Pareshbhai Mandliya as Company Secretary and Compliance officer of the Company since June 01, 2023.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;
> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
> In addition, the performance of chairperson was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held on February 27, 2024 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors'' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) 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 financial year and of the profit or loss of the Company for that year;
c) The Directors 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) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis;
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:
1. Audit Committee 3. Nomination and Remuneration Committee
2. Stakeholders Relationship Committee 4. Corporate Social Responsibility Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.
Audit Committee:
The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2024, the Audit Committee comprised Mr. Ashvinkumar Ramnikbhai Trapasiya (Non-Executive Independent Director) as Chairperson and Mr. Hasmukh Veljibhai Vavaiya (Non-Executive Independent Director), Mrs. Mamtaben Hiteshbhai Thumbar (NonExecutive Independent Director) and Mr. Jayantibhai Mohanbhai Kumbhani (Executive Director) as Members.
During the year under review, the Board has re-constituted the Committee by inducting Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672), Additional Non-Executive Independent Director as Chairperson of the Committee w.e.f. June 13, 2023. Moreover, Mr. Rupen Patel, Non-Executive Independent Director ceased to be Chairperson / Member of the Committee due to his resignation from the directorship of the Company.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
Corporate Social Responsibility (CSR) Committee
As per the audited standalone financial statement for financial year 2023-24, the Company has crossed net profit threshold provided in Section 135 of the Companies Act, 2013 and CSR provisions are applicable to the Company from financial year 2024-25 onwards.
Accordingly, in compliance with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of the Company has constituted a CSR Committee. The Committee is governed by its Charter. The terms of reference of the Committee inter alia comprises of the following:
^ To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;
^ To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;
^ To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.
The Composition of the Corporate Social Responsibility Committee as on date of this report are as under:
|
Name of Members |
Category |
Designation in Committee |
|
Mr. Jayantibhai Mohanbhai Kumbhani |
Managing Director |
Chairperson |
|
Mr. Ahvinkumar Ramnikbhai Trapasiya |
Independent Director |
Member |
|
Mr. Hasmukh Veljibhai Vavaiya |
Independent Director |
Member |
PUBLIC DEPOSIT:
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://sikkoindia.in/wp-content/ uploads/2022/04/Whistle-Blower-Policy.pdf.
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https: / / sikkoindia.in/ wp-content/ uploads/ 2022/ 04/Nomination-and-Remuneration-Policy.pdf.
REMUNERATION OF DIRECTORS:
The details of remuneration/ sitting fees paid during the financial year 2023-24 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.
WEB LINK OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at https: / / sikkoindia.in/ wp-content/uploads/2024/08/ Annual-Return-2023-24.pdf.
RELATED PARTIES TRANSACTION:
During the year under review, vide an ordinary resolution passed by members in the Extra-Ordinary General Meeting held on Friday, March 08, 2024 through video conferencing or other audio visual means, the company has entered into materially significant Related Party Transactions with Siganjka Industries Private Limited (Formerly Known as Kimaya Extractions Private Limited), a private company in which a director or manager or his relative is a member or director. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at https://sikkoindia.in/wp-content/uploads/2022/04/Policy-on-Related-Party-Transactions.pdf.
All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had entered into a related party transaction with the Siganjka Industries Private Limited (Formerly Known as Kimaya Extractions Private Limited) which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "Annexure - A".
There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/ or at arm''s length basis. PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each executive director to the median of employees'' remuneration as per Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure - B".
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
MATERIAL CHANGES AND COMMITMENT:
There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, There are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2024 to the date of this Report,
Further, from the date of end of financial year under review till the date of this report the Board had approved Right Issue as on 30.05.2024. MAINTENANCE OF COST RECORDS
The Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant rules made framed thereunder.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure -C".
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the
resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.
The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.
Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as "Annexure - D".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/ s. D G M S & Co., Chartered Accountants, Jamnagar (FRN: 0112187W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 24th Annual General Meeting (AGM) of the company to be held in the calendar year 2024 whose period of office would expire on the conclusion of ensuing 24th Annual General Meeting.
Further, the company has received a consent and eligibility certificate under section 139 of Companies Act, 2013 from the said auditor to the effect that, if they are re-appointed, it would be in accordance with the provisions of section 139 of Companies Act, 2013. Therefore, the board of directors, based on the recommendation of an audit committee, recommends an appointment of M/ s. D G M S & Co., Chartered Accountants, Jamnagar (FRN: 0112187W) as statutory auditor of the company for second term of five consecutive years commencing from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed Mr. Anand Sureshbhai Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an "Annexure - E - 1".
The Annual Secretarial Compliance Report for the financial year ended March 31, 2024 issued by Mr. Anand Sureshbhai Lavingia, in relation to compliance of all applicable SEBI Regulations/ Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) is annexed to this report as an "Annexure - E - 2".
The above reports do not contain any qualification, reservation or adverse remark.
INTERNAL AUDITORS:
The Board of Directors of the Company has appointed M/ s. Ashok K. Bhatt & Co, Chartered Accountants, (FRN: 100657W), as an Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2023-24 and the Internal Auditors have presented the observations to the Audit Committee at their meeting held quarterly basis.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
INSURANCE:
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
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 institution.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.sikkoindia.in" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
ADOPTION OF IND-AS
The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.
There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.
DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
DETAILS OF THE DESIGNATED OFFICER:
Mr. Dhruvitkumar Pareshbhai Mandliya, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.
SECRETARIAL STANDARDS OF ICSI:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.
Registered Office For and on behalf of Board of Directors
508, Iscon Elegance, Nr. Jain Temple, For, Sikko Industries Limited
Nr. Prahladnagar Pick up Stand,
Vejalpur, Ahmedabad - 380 051.
Ghanshyambhai M. Kumbhani Jayantibhai M. Kumbhani Place: Ahmedabad Chairman & Whole-time Director Managing Director
Date: August 20, 2024 DIN: 00587855 DIN: 00587807
Mar 31, 2023
The Board of Directors hereby submits the report of the business and operations of your Company, along with the Audited Financial statements, for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS: (^ in Lakhs)
|
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
|
Revenue from operations |
4,967.03 |
5,102.64 |
|
Other income |
25.48 |
21.69 |
|
Total Income |
4,992.51 |
5,124.34 |
|
Less: Total Expenses before Depreciation, Finance Cost and Tax |
4,483.98 |
4,746.55 |
|
Operating Profits before Depreciation, Finance Cost and Tax |
508.52 |
377.79 |
|
Less: Finance cost |
44.24 |
54.26 |
|
Less: Depreciation |
58.99 |
62.51 |
|
Profit / (Loss) Before Tax |
405.30 |
261.01 |
|
Less: Current Tax |
117.86 |
77.95 |
|
Less: Deferred Tax Liabilities/ (Assets) |
(1.81) |
(4.65) |
|
Profit/ (Loss) after tax (PAT) |
289.25 |
187.70 |
FINANCIAL PERFORMANCE:
During the year under review, the Company has earned total income of ^ 4,992.51 Lakhs as against the total income of ^ 5,124.34 Lakhs of previous year which states 2.57% decrease in the total income as compared to previous year. The profit before tax in the financial year 2022-23 stood at ^ 405.30 Lakhs as compared to profit of ^ 261.01 Lakhs for last year and net profit after tax stood at ^ 289.25 Lakhs as compared to profit of ^ 187.70 Lakhs for the previous year which state 55.28% increase in profit of the Company.
DIVIDEND:
The Board of Directors, at their meeting, held on December 21, 2022, have declared and paid 1st Interim Dividend for the financial year 2022-23, at the rate of ^ 0.15/- (1.5%) per equity share having face value of ^ 10/- each fully paid-up, absorbing a sum of ^ 25.20 Lakhs, to those shareholders whose names appear in the Register of Members and / or Depositories respectively, as at the close of working hours on Wednesday, December 28, 2022, being the Record Date fixed by the Company for this purpose (Previous Year - Nil).
The dividend payout is in accordance relevant provisions of companies Act, 2013 and rules made thereunder and in accordance with applicable provisions of other statutes.
The Details of Shareholders whose Dividend is unpaid or unclaimed are uploaded on the Website of the Company at www.sikkoindia.com.
Members who have not yet encashed their dividend warrant(s) for the above financial years, are requested to make their claims before relevant due dates without any delay to the Company or Registrar and Transfer Agents (RTA), Purva Sharegistry (India) Private Limited.
Shareholders are also informed that pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") the 1st Interim Dividend declared for the financial year 2022-23, which remained unclaimed for a period of seven years will be credited to the IEPF on or before February 24, 2030. The corresponding shares on which dividend was unclaimed for seven consecutive years will also be transferred as per the procedure set out in the Rules.
Accordingly, Shareholders are requested to claim the 1st Interim Dividend declared for the financial year 2022-23 before the same is transferred to the IEPF.
AMOUNT TRANSFERRED TO RESERVES:
Your directors do not propose transfer of any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.
CHANGE IN THE NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the Company.
However, during the year under review and with a view to explore the opportunities in the field of Pharmaceutical Products and Agriculture Commodities, the activities relates to Pharmaceutical Products and Agriculture Commodities were added in the main object clause of Memorandum of Association of the Company vide special resolutions passed through postal ballot by the Members of the Company on October 13, 2022.
SHARE CAPITAL:
Authorized Capital:
During the year under review, the authorised share capital of the company was increased from ^ 1,200.00 Lakhs divided into 12000000 (One Crore Twenty Lacs only) Equity Shares of ^ 10/ - (Rupees Ten Only) each, to ^ 1,750.00 Lakhs divided into 17500000 (One crore Seventy-Five Lacs Only) Equity Shares of ^ 10/- (Rupees Ten Only).
As on the date of this report the Authorized Capital of the Company is ^ 1,750.00 Lakhs divided in to 17500000 Equity Shares of ^ 10.00 each. Issued, Subscribed & Paid-Up Capital:
Further, with a view to capitalize the free reserves and to rationalize the capital structure, the members of the company, vide Special resolutions passed through postal ballot on October 13, 2022 approved issuance of 5600000 bonus equity shares in the ration of 1:2 (i.e. One bonus fully paid-up new equity share of ^ 10/ - for every Two fully paid-up equity shares of ^ 10/- each held) to those shareholders whose names appear as on October 28, 2022 being the record fixed for the purpose.
As on the date of this report the Issued, Subscribed and Paid-up Capital of the Company is ^ 1,680.00 Lakhs divided in to 16800000 Equity Shares of ^ 10.00 each.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.
Board Meeting:
Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.
During the year under review, Board of Directors of the Company met 12 (Twelve) times, viz April 04, 2022, May 30, 2022, August 12, 2022, September 09, 2022, October 20, 2022, October 29, 2022, December 21, 2022, December 31, 2022, January 26, 2023, January 31, 2023, February 10, 2023 and March 23, 2023.
The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.
A separate meeting of Independent Directors was held on March 23, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://sikkoindia.com/wp-content/uploads/ 2022/ 04/Terms-and-conditions-of-Independent-Director.pdf.
The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2023-24. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
None of Independent Directors have resigned during the year. However, after the closure of financial year 2022-23, due to his personal reasons, Mr. Rupen Jayantibhai Patel (DIN 09247614) has resigned from the post of Non-Executive Independent Director w.e.f. June 16, 2023.
Information on Directorate:
During the year under review, there was no change in the composition of board of directors of the company.
However, after the closure of financial year 2022-23, on recommendation of the Nomination and Remuneration Committee, Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672), has been appointed as an Additional Non-Executive Independent Director of the company for a period of five years w.e.f. June 13, 2023, subject to approval of the Members. Moreover, due to his personal reasons, Mr. Rupen Jayantibhai Patel (DIN 09247614) has resigned from the post of Non-Executive Independent Director w.e.f. June 16, 2023. The Board places on record its appreciation for the guidance and contribution made by Mr. Rupen Jayantibhai Patel (DIN 09247614) during his tenure on the Board.
Further, the company has received a notice in writing under Section 160 of the Act from a Members proposing the candidature of Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672) for the post of Independent Director of the company. Therefore, the Board of Directors proposes the appointment of Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672) as an independent director of the company for a period of five years w.e.f. June 13, 2023 to June 12, 2028, not liable to retire by rotation.
In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Ghanshyam Mohanbhai Kumbhani (DIN: 00587855), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 23rd Annual General Meeting.
Key Managerial Personnel:
During the year under review and in accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Ghanshyambhai Kumbhani (DIN: 00587855) who is acting as Chairman & Whole Time Director, Mr. Jayantibhai Kumbhani (DIN: 00587807) who is acting as a Managing Director, Mr. Mukesh Shah who is acting as Chief Financial Officer.
During the financial year 2022-23, Ms. Ankita Kanubhai Lunagariya, who was acting as Company Secretary and Compliance officer of the Company, has resigned from the post of w.e.f. January 1, 2023. The Board had, in her place, appointed Ms. Ishita Nayankumar Shah as Company Secretary and Compliance officer w.e.f. January 01, 2023. However, Ms. Ishita Nayankumar Shah had also resigned from the post of Company Secretary and Compliance officer w.e.f. April 18, 2023. Later on, the Board has appointed Mr. Dhruvitkumar Pareshbhai Mandliya as Company Secretary and Compliance officer of the Company since June 01, 2023.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;
> The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.
> The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
> The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
> In addition, the performance of chairperson was also evaluated on the key aspects of his role.
Separate meeting of independent directors was held on March 23, 2023 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
Directors'' Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) 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 financial year and of the profit or loss of the Company for that year;
c) The Directors 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) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis;
e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) 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.
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.
Audit Committee:
The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As at March 31, 2023, the Audit Committee comprised Mr. Rupen Patel (Non-Executive Independent Director) as Chairperson and Mr. Hasmukhbhai Vavaiya (Non-Executive Independent Director), Mrs. Mamtaben Thumbar (Non- Executive Independent Director) and Mr. Jayantibhai Kumbhani (Executive Director) as Members.
After the closure of the financial year, the Board has re-constituted the Committee by inducting Mr. Ashvinkumar Ramnikbhai Trapasiya (DIN: 10198672), Additional Non-Executive Independent Director as Chairperson of the Committee w.e.f. June 13, 2023. Moreover, Mr. Rupen Patel, Non-Executive Independent Director ceased to be Chairperson / Member of the Committee due to his resignation from the directorship of the Company.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.
PUBLIC DEPOSIT:
The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.sikkoindia.com.
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.sikkoindia.com.
REMUNERATION OF DIRECTORS:
The details of remuneration/sitting fees paid during the financial year 2022-23 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. However, during the year under review, the Company has not made any loans, guarantees, investments and security covered under the provisions of Section 186 of the Companies Act, 2013.
WEB LINK OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https: / / sikkoindia.com/ wp-content/ uploads/2023/ 08/ Annual-return.pdf.
RELATED PARTIES TRANSACTION:
There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature.
The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at www.sikkoindia.com.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as " Annexure - A". There was no contracts, arrangements or transactions which was executed not in ordinary course of business and/ or at arm''s length basis.
PARTICULAR OF EMPLOYEES:
The ratio of the remuneration of each executive director to the median of employees'' remuneration as per Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure - B".
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments, affecting the financial position of the Company, have occurred between the end of financial year of the Company i.e. March 31, 2023 to the date of this Report.
MAINTENANCE OF COST RECORDS
The Company has maintained adequate cost records as required to be maintained by the Company under the provisions of Section 148 of the Companies Act, 2013 read with the relevant rules made framed thereunder.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure -C".
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.
The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.
Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as "Annexure - D".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. D G M S & Co., Chartered Accountants, Jamnagar (FRN: 0112187W), were appointed as Statutory Auditors of the Company to hold office till conclusion of the 24th Annual General Meeting (AGM) of the company to be held in the calendar year 2024.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Company has appointed Mr. Anand Sureshbhai Lavingia, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an "Annexure - E - 1".
The Annual Secretarial Compliance Report for the financial year ended March 31, 2023 issued by Mr. Anand Sureshbhai Lavingia, in relation to compliance of all applicable SEBI Regulations/ Circulars/ Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) is annexed to this report as an "Annexure - E - 2".
The above reports contain remark regarding that 1) the the Board of Directors of the Company had announced the Bonus Issue on September 9, 2022. Since, the Bonus Issue was required to be approved by the Shareholders of the Company, the Company should have completed the Bonus Issue by November 8, 2022 i.e. Trading Approval must have been issued by that date. However, the Trading Approval was issued on November 11, 2022. Accordingly, there was delay of three days for completions of Bonus Issue.
Your Directors submit that the delay in Trading Approval occurred due to improper communication between the RTA and NSE regarding DNR for Corporate Action. Management is taking due care for such instances and ensures that no such miscommunication happens in future.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.
INSURANCE:
The assets of your Company have been adequately insured.
PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.
WEBSITE
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.sikkoindia.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.
ADOPTION OF IND-AS
The company has prepared the opening balance sheet as per Ind AS as of 1 April 2019 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.
There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.
DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
SECRETARIAL STANDARDS OF ICSI:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.
Registered Office For and on behalf of Board of Directors
508, Iscon Elegance, Nr. Jain Temple, For, Sikko Industries Limited
Nr. Prahladnagar Pick up Stand,
Vejalpur, Ahmedabad - 380 051.
Ghanshyambhai M. Kumbhani Jayantibhai M. Kumbhani Place: Ahmedabad Chairman & Whole-time Director Managing Director
Date: August 11, 2023 DIN: 00587855 DIN: 00587807
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