To
The Members of
Sikko Industries Limited
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
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) to 25,00,00,000/- (Rupees
Twenty Five Crore Only) divided into 25000000 (Two Crore Fifty Lacs Only) Equity Shares of
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 ("OAVM").
As on the date of the report, the authorized share capital of the
company is 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 25000000 (Two Crore
Fifty Lacs Only) Equity Shares of 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
(Non- Executive 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.
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