|
To,
The Members,
Your Directors have pleasure in presenting their 34th Annual
Report on the business and operations of the Company and the accounts for the Financial
Year ended March 31, 2024.
FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMPANY:
The Board's Report shall be prepared based on the standalone
financial statements of the company.
(Amount in Lakhs)
| Particulars |
For the year ended March 31, 2024 |
For the year ended March 31, 2023 |
| Revenue from operation |
86.72 |
68.74 |
| Other Income |
0.10 |
0.51 |
| Total revenue |
86.82 |
69.25 |
| Total Expense (excluding Depreciation) |
77.41 |
60.55 |
| Gross Profit before depreciation and tax |
9.41 |
8.70 |
| Depreciation |
5.24 |
5.36 |
| Net Profit before tax |
4.18 |
3.34 |
| Tax Expense |
1.05 |
0.84 |
| Net Profit After Tax |
3.13 |
2.50 |
| Balance of Profit brought forward |
10.95 |
19.07 |
| Balance available for appropriation |
3.13 |
2.50 |
| Proposed Dividend on Equity Shares |
Nil |
Nil |
| Tax on proposed Dividend |
Nil |
Nil |
| Transfer to General Reserve |
Nil |
Nil |
| Surplus carried to Balance Sheet |
14.08 |
21.57 |
| Earning Per Shares (EPS) |
|
|
| Basic |
0.03 |
0.02 |
| Diluted |
0.03 |
0.02 |
STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOKS
The financial statements of the Company have been prepared in
accordance with the Indian Accounting Standards ("Ind AS") notified under
Section 133 of the Companies Act, 2013 ("Act") read with the Companies
(Accounts) Rules, 2014.
The financial highlights of your Company for the During the year under
review the Company has generated total revenue of Rs 86.72 Lakhs as compared to Rs 68.74
Lakhs of the previous financial year 2022-23. The Company achieved net profit of Rs 3.13
Lakhs as compared to Rs 2.50 Lakhs in previous financial year 2022-23. The directors are
continuously looking for new avenues for future growth of the Company.
ANNUAL RETURN
As required pursuant to section 92(3) read with Section 134 (3) (a) of
the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the Annual return as on March 31, 2024 is available on the Company's
website on: www.skifl.com.
DIVIDEND
As the Board of Directors wishes to plough back the profit in the
business, No dividend is being recommended by the Directors for the year ending on 31st
March, 2024.
AMOUNT TRANSFER TO RESERVE
No amount is required to be transferred to reserve.
CAPITAL STRUCTURE
The Share capital of the Company as on March 31, 2024 was
Rs.10,50,00,000/- (Rupees Ten Crore Fifty Lakhs) divided into 1,05,00,000 (One Crore Five
Lakh) Equity Shares of Rs 10/- each, fully paid-up. During the year under review, the
Company neither issued any shares with differential voting rights nor granted stock
options and sweat equity. As on March 31, 2024 none of the Directors of the Company holds
instrument convertible into equity shares of the Company. As on the date of this report,
the capital of the Company is Rs. 11,00,00,000/- divided into 1,10,00,000 equity shares of
Rs.10/- each.
DISCLOSURE UNDER REGULATION 32(7A) OF SEBI (LODR) REGULATIONS 2018
The preferential issues of warrants proceeds has been utilized up to
Rs. 323.65 lakhs towards financial position, working capital requirements, general
corporate purpose and to augment the financial resources of the Company. The amount
mentioned in the fund utilised exclude the amount of Rs. 438.85 lakhs given as unsecured
Inter Corporate Deposit for short term and are in nature of deposits to the Non-Related
Party with flexible repayment option.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial
Statements.
BOARD POLICIES
The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are provided in ANNEXURE-I to
this report.
RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the FY 2023-24 with related parties were in the ordinary course of business and on an
arm's length basis. During the year under review, the Company has entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the policy of the Company on materiality of related party transactions.
Since all related party transactions entered into by the Company were in the ordinary
course of business and were on an arm's length basis, Form AOC-2 forms the part of
this Board report in ANNEXURE II.
Your Directors draw the attention of the members to the Financial
Statement which sets out related party disclosures.
CORPORATE SOCIAL RESPONSIBILITY:
The present financial position of the Company does not mandate the
implementation of CSR activities pursuant to the provisions of Section 135 and Schedule
VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR
policy and implement the CSR initiatives whenever it is applicable to the Company
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF REPORT:
The financial statements have been prepared to comply in all material
respects with the applicable Accounting Standards notified under Section 133 and the
relevant provisions of the Act and generally accepted accounting principles in India. A.
Pursuant to the approval accorded by the shareholders in Annual General Meeting held on
25th August, 2022, The company has allotted 80,00,000 Convertible Warrants convertible
into 80,00,000 equity share of Rs. 10/- each to be issued at par to Promoters and Non -
Promoters on preferential basis 03.10.2022. Out of 80,00,000 convertible warrants 5,00,000
warrants of Rs. 10/- each were converted into equity shares in the Board of Directors
meeting held on 09th April, 2024. The issue of new shares will rank pari passu with
existing equity shares. With this allotment, the paid up capital of company is increased
from Rs. 10,50,00,000/- divided into 1,05,00,000 equity shares of Rs.10/- each. to Rs.
11,00,00,000/- divided into 1,10,00,000 equity shares of Rs.10/- each.
B. Company has approved Migration of Securities of the company from BSE
SME platform to main board of stock exchange i.e. BSE limited in Extra-Ordinary General
meeting held on Saturday, December 30, 2023. In Principal Approval is still awaited from
BSE Limited.
C. Company is in deliberation and process of Addition of new clauses in
main Object clause of Memorandum of Association in order to explore new potential business
opportunities in line of current business.
Other than this there have been no material changes and commitments,
affecting the financial position of the company which have occurred during the financial
year of the Company to which the financial year relate and the date of this report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There were no significant material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of the Company and its operations
in future.
DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
There was no Holding/Subsidiary/Joint Ventures/Associate Companies
during the FY 2023-24.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
Your Company does not have any subsidiary(s), associate(s) and/or joint
venture(s) company. Accordingly, this information is not applicable on your Company
PARTICULARS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits
prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal controls commensurate with
the size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Auditors report to the Chairman of the Audit Committee of the
Board. Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of Internal
Auditors, process owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective actions thereon are
presented to the Audit Committee of the Board.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Keyur Gandhi, retires by rotation
at the ensuing Annual General Meeting and offers himself for reappointment as Non
Executive Non Independent Director, Mr. Yogesh Prajapati Non Executive Independent
Director resigned w.e.f 28.06.2024 and Ms. Shiwangi Kumari (DIN: 10551531) is appointed as
a Non Executive Independent Director of the Company w.e.f 28.06.2024.
Ms. Anupama Sharma, "Company Secretary and Compliance
Officer" of the Company was resigned in the company w.e.f. 29.05.2023.
Ms. Komal Chauhan, "Company Secretary and Compliance Officer"
of the Company has appointed in the Company w.e.f. 24.08.2023. None of the other Director
was disqualified under Section 164 of Companies Act 2013.
MEETINGS OF THE BOARD OF DIRECTORS:
The following Meetings of the Board of Directors were held during the
Financial Year 2023-24:
| Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
| 1 |
16.05.2023 |
4 |
4 |
| 2 |
01.07.2023 |
4 |
4 |
| 3 |
24.08.2023 |
4 |
4 |
| 4 |
04.11.2023 |
4 |
4 |
| 5 |
08.12.2023 |
4 |
4 |
| 6 |
29.03.2024 |
4 |
4 |
During the Financial Year 2023-24, One Extra-ordinary General Meeting
of Company was held on Saturday, December 30, 2023 at 10:00 A.M. at the registered office
of the company to approve of migration of securities of the company from BSE SME platform
to main board of stock exchanges i.e. BSE limited.
During the Financial Year 2023-24, 33rd Annual General
Meeting of the Company was held on Thursday, August 03, 2023 at 09.30 A.M. at the
registered office of the company.
The compositions of the Board, attendance at the Board meetings held
during the FY 2023-24 under review and at the last Annual General Meeting, number of
directorships in other companies, Memberships/Chairmanships of the Committees and their
shareholding as on March 31, 2024 in the Company are as follows:
| Name of DIN Category Director |
No. of Board Meetings
held during the tenure |
No. of Board Meetings
attended during the tenure |
Attendance in last AGM
dated 03.08.2023 |
*No. of Director ships in
other Companies |
**Committee
Position |
Sharehold ing (Equity
shares of FV of Rs. 10/-each) |
|
|
|
|
|
Chairperson |
Member |
|
| Mr. Ravi Kotia 01761963 Promoter, Chairman
& Managing Director |
6 |
6 |
v |
NIL |
- |
2 |
36,33,763 |
| Mr. Keyur 03494183 Non Executive Gandhi
Director |
6 |
6 |
v |
1 |
2 |
2 |
0 |
| Mr. Yogesh 02733610 Independent Prajapati
Director |
6 |
6 |
v |
NIL |
1 |
2 |
0 |
| Ms. Arshita 09649553 Independent Devpura
Director |
6 |
6 |
v |
NIL |
1 |
1 |
0 |
* Excludes Directorship in private limited companies, foreign companies
and companies under Section 8 of the Companies Act, 2013.
**Audit Committee, Nomination & Remuneration Committee &
Stakeholders Relationship Committee in all Indian Public Limited Companies (including this
listed entity) have been considered for the Committee positions.
Notes:
There is no inter- se relationship between the directors.
MEETING OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met once on
January 19, 2024 inter alia, to:
I) Evaluate the performance of non-independent directors and the Board
as a whole;
II) Evaluate the performance of chairperson of the Company taking into
account the views of the Executive and Non-Executive Directors of the Company; and III)
Evaluate the quality, quantity and timelines of flow of information between the management
and the Board.
All Independent Directors were present at the meeting.
COMMITTEES OF THE BOARD AS ON 31ST MARCH, 2024
Board has constituted the following three Committees in accordance with
the requirements of Companies Act, 2013 and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
A. Audit Committee
B. Nomination & Remuneration Committee C. Stakeholders Relationship
Committee
All three committees are appropriately constituted
(A) AUDIT COMMITTEE
Composition:
Audit committee of the Board of Directors ["the Audit
Committee"] is entrusted with the responsibility to supervise the Company's internal
controls and financial reporting process. The composition, quorum, powers, role and scope
are in accordance with Section 177 of the Companies Act, 2013 and the provisions of
Regulation 18 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. All members of the Audit Committee are
financially literate and bring in expertise in the fields of Finance, Taxation, Accounts,
etc. It functions in accordance with its terms of reference that defines its authority,
responsibility and reporting function
Meetings and Attendance, Composition, Chairperson and Name of Members
as on March 31, 2024:
During the year under review, four (4) meetings of the Audit Committee
were held on 16.05.2023, 24.08.2023, 04.11.2023 and 02.03.2024
During the Financial Year 2023-2024, the Audit Committee met Four
times. According to Regulation 18 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the maximum gap between two
meetings shall not be more than 120 days.
| Name of the Members |
Category of Directorship |
Designation |
Audit Committee Meeting (S) |
|
|
|
Held |
Attended |
| Mr. Yogesh Prajapati |
Non-Executive Independent
Director Executive Director |
Chairman |
4 |
4 |
| Mr. Ravi Kotia |
(Chairman & Managing Director) |
Member |
4 |
4 |
| Ms. Arshita Devpura |
Non-Executive Independent Director |
Member |
4 |
4 |
Notes:
There is no inter- se relationship between the directors.
The Company Secretary acts as Secretary to the Committee
The Chairman of the Audit Committee was present at the last Annual
General Meeting held on August 03, 2023.
Terms of Reference:
The terms of reference of Audit Committee are wide enough, covering the
matters specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as well as in Section 177 of the Companies Act, 2013, which inter alia includes the
following:
a. Oversee the Company's financial reporting process and
disclosure of its financial information; b. Recommend appointment, remuneration and terms
of appointment of auditors of the Company; c. Approve payment to statutory auditors for
any other services rendered by them; d. Review with the management, the annual financial
statements before submission to the Board for approval, focusing particularly on: (1)
Matters to be included in Directors Responsibility Statements to be included in
Board's report; (2) Any changes in accounting policies and practices; (3) Major
accounting entries involving estimates based on the exercise of judgment by management;
(4) Significant adjustments resulting from the audit findings;
(5) Compliance with listing and other legal requirements relating to
financial statement; (6) Disclosure of related party transactions; (7) Qualification in
draft audit report. e. Review with the management, the half yearly financial statement
before submission to the board for their approval; f. Recommend appointment, remuneration
and terms of appointment of internal auditors, tax auditors, secretarial auditor and any
matters of resignation or dismissal; g. Discuss with the statutory auditors before the
audit committee, the nature and scope of the audit as well as post audit discussion to
ascertain areas of concern; h. Review the internal audit program, ensuring co-ordination
between the internal and statutory auditors, ensuring that the internal audit function is
adequately resourced and has appropriate standing within the Company, and to request
internal auditor to undertake specific audit projects, having informed the management of
their intentions; i. Consider the major findings of internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or failure
of internal control systems of a material nature and reporting the matter to the Board; j.
Consider any material breaches or exposure; breaches of regulatory requirements or of
ethical codes of practice to which the Company subscribes, or of any related codes,
policies and procedures, which could have a material effect on the financial position or
contingent liabilities of the Company; k. Discuss significant findings with internal
auditors and initiate follow-up action thereon; l. Look into the reasons for substantial
defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors; m. Review performance of statutory and
internal auditors and adequacy of internal control systems; n. Approve transaction with
related parties and subsequent modification to terms of contract/transaction; o.
Scrutinize inter-corporate loans and investments; p. Valuation of any of the undertakings
or assets as and when necessary; q. Evaluate adequacy of internal financial control and
risk management system; r. Review with management, the statement of uses /application of
funds raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer document/
prospectus/notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making recommendation to the
Board for taking steps in relation thereto; s. Approve appointment of CFO (i.e. the Whole
time Finance Director or any other person heading the finance function or discharging that
function) after assessing the qualification, experience and background of the candidate;
t. View functioning of the Whistle Blower Policy; u. Carry out any other functions as may
be falling within the terms of reference of the Audit Committee or as may be delegated to
the Committee from time to time.
(B) NOMINATION & REMUNERATION COMMITTEE:
Composition:
The Nomination and Remuneration Committee is constituted in compliance
with the requirements of Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the
Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its
Powers) Rules, 2014.
Meetings and Attendance, Composition, Chairperson and name of members
as on March 31, 2024:
During the year under review, Two (2) meeting of the Nomination and
Remuneration Committee were held on 16.05.2023 and 24.08.2023
| Name of the Members |
Category of Directorship |
Designation |
Nomination and
Remuneration Committee Meeting (s) |
|
|
|
Held |
Attended |
| Ms. Arshita Devpura |
Non-Executive Independent Director |
Chairperson |
2 |
2 |
| Mr. Keyur Gandhi |
Non- Executive Director |
Member |
2 |
2 |
| Mr. Yogesh Prajapati |
Non-Executive Independent Director |
Member |
2 |
2 |
Terms of reference:
i. Review& recommend to the Board on the structure and composition
of the Board of Directors of the Company; ii. Formulation of the criteria for determining
qualification, positive attributes and independence of a director and recommend to the
Board of directors a policy relating to, remuneration of directors, key managerial
personnel and other employees of the Company; iii. Formulation of the criteria for
evaluation of performance of independent directors and the board of directors; iv.
Devising a policy on diversity of Board of directors; v. Formulate appropriate policies,
institute processes which enable the identification of individuals who are qualified to
become Directors and who may be appointed in Senior Management and recommend the same to
the Board; vi. Review and implement succession and development plans for Managing
Director, Executive Directors and Senior Management.
vii. To supervise and monitor the process of issuance/ grant/vesting/
cancellation of ESOPs and such other instruments as may be decided to be granted to the
employees of the Company/ Subsidiary Company, from time to time, as per the provisions of
the applicable laws, more particularly in terms of Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014.
Details of Remuneration to all Directors
The details of remuneration paid to the Directors for the year ended
March 31, 2024 are as under:
| Name |
Designation |
Salary |
Perquisites |
Sitting Fees |
Total |
| Mr. Ravi Kotia |
Chairman & Managing Director |
9,57,600 |
- |
- |
9,57,600 |
| Mr. Keyur Gandhi |
Non-Executive Director |
- |
- |
9,000 |
9,000 |
|
Non-Executive Independent |
|
|
|
|
| Mr. Yogesh Prajapati |
Director |
- |
- |
14,000 |
14,000 |
|
Non-Executive Independent |
|
|
|
|
| Ms. Arshita Devpura |
Director |
- |
- |
13,000 |
13,000 |
Disclosure pursuant to Part-ll, Section-ll, 3rd Provision, Point No-IV
of Schedule-V under Section 196 and 197 of all the Directors:
x All elements of remuneration package such as salary, benefits,
bonuses, pension etc of all the Directors- As stated above x Details of fixed component
and performance linked incentives along with performance criteria - Nil x Service
Contracts, notice period, severance fees- Not Applicable x Stock options details, if any
and whether the same has been issued at a discount as well as the period over which
accrued and over which exercisable- Not Applicable
Performance Evaluation of Board, its Committees and Directors:
Pursuant to the provisions of the Companies Act, 2013 and Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has carried out an annual evaluation of its own performance
and that of its Committees and Individual Directors.
The performance of the Board and Individual Directors was evaluated by
the Board seeking inputs from all the Directors. The performance of the Committees was
evaluated by the Board seeking inputs from the Committee members. The Nomination and
Remuneration Committee reviewed the performance of the Individual Directors.
A separate meeting of Independent Directors was also held to review the
performance of the Board, Non-Independent Directors and Chairman of the Company taking
into account the views of Executive Directors and Non-Executive Directors.
The criteria for performance evaluation of the Board include aspects
like Board composition and structure, effectiveness of Board processes, information and
functioning, etc. The criteria for performance evaluation of committees of the Board
include aspects like composition of committees, effectiveness of committee meetings, etc.
The criteria for performance evaluation of the Individual Directors include aspects like
contribution to the Board and Committee Meetings, professional conduct, roles and
functions, etc. In addition, the performance of Chairman is also evaluated on the key
aspects of his roles and responsibilities.
( C ) STAKEHOLDERS RELATIONSHIP COMMITTEE:
COMPOSITION:
The composition of the Stakeholders Relationship Committee is in
compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Meetings and Attendance, Composition, Chairperson and name of members
as on March 31, 2024:
During the year under review, one (1) meeting of the Stakeholders
Relationship Committee was held on 16.05.2023.
|
|
|
Stakeholders Relationship
Committee |
| Name of the Members |
Category of Directorship |
Designation |
Held |
Meeting (S) Attended |
| Mr. Keyur Gandhi |
Non- Executive Director |
Chairman |
1 |
1 |
| Mr. Ravi Kotia |
Executive Director (Managing
Director) |
Member |
1 |
1 |
| Mr. Yogesh Prajapati |
Non- Executive Independent
Director |
Member |
1 |
1 |
Stakeholders Relationship Committee ensures quick Redressal of security
holder and investor's complaints/grievances pertaining to transfers, no receipt of
annual reports, dividend payments, issue of duplicate certificates, transmission of
securities and other miscellaneous complaints;
In addition, the Committee also monitors other issues including status
of Dematerialization/ Rematerialisation of shares issued by the Company. Oversee the
performance and service standards of the Registrar and Share Transfer Agent, and
recommends measures to improve level of investor services. The Company is in compliance
with the SCORES, which has initiated by SEBI for processing the investor complaints in a
centralized web-based redress system and online Redressal of all the shareholders
complaints.
Name and designation of Compliance Officer:
Ms. Anupama Sharma was the Company Secretary & Compliance Officer
of the Company upto May 29, 2023 and Ms. Komal Chauhan is the Company Secretary and
Compliance officer of the Company w.e.f. August 24, 2023, for complying with the
requirements of Securities Law and SEBI (Listing Obligation and Disclosure Requirements),
Regulations, 2015. During the year under review no complaint was received. There were no
instruments for transfer pending as on March 31, 2024.
POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive,
non-executive and independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on 31st March, 2024, the Board
consists of 4 Members, 1 is Executive Director and 1 is a Non-Executive Director and 2 of
who are Non-Executive Independent Directors. The Board periodically evaluates the need for
change in its composition and size.
The Policy of the Company on Director's appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of director and other matters provided under Section 178(3) of the Companies
Act, 2013, adopted by the Board can be viewed on our website viz www.skifl.com We
affirm that the remuneration paid to the director is as per the terms laid out in the said
policy.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Board has adopted a Whistle Blower Policy to maintain highest
standards of professionalism, honesty, integrity, ethical behaviour and to provide a vigil
mechanism for Directors/Employees to voice concern in a responsible and effective manner
regarding unethical matters involving serious malpractice, abuse or wrongdoing within the
organization. The Company affirms that during the year no personnel have been denied
access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company www.skifl.com.
BOARD EVALUATION:
The Company has devised a policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors. The Nomination
and Remuneration Committee of the Board is entrusted with the responsibility in respect of
the same. The Committee studies the practices prevalent in the industry and advises the
Board with respect to evaluation of Board members. On the basis of the recommendations of
the Committee, the Board carries an evaluation of its own performance and that of its
committees and individual Directors.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company as an organization is committed to provide a healthy
environment to all employees and thus does not tolerate any discrimination and/or
harassment in any form. The Company has in place Prevention of Sexual Harassment Policy in
line with the requirements of the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013. This Policy is available on the website of the
Company www.skifl.com
No complaints were received during the financial year 2023-2024.
SECRETARIAL AUDITOR REPORT:
In terms of section 204 of Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Vineeta Patel
& Co., Practicing Company Secretary, (Membership No. 37699) & (Certificate of
Practice No. 19111) is appointed as the Secretarial Auditor of the Company for the
Financial Year 2023-2024.
The Secretarial Audit Report for the Financial Year ended March 31,
2024 is annexed herewith as Annexure-III to this report.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES:
A statement containing the details of the Remuneration of Directors,
Key Managerial personnel (KMP) and Employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as [Annexure-IV] to this
Report.
The Company have no employee working throughout the Financial year
drawing a remuneration more than as per terms of the provisions of Section 197(12) of the
Companies Act, 2013 read with Rules 5(2) and 5[3] of the Companies (Appointment and
Remuneration of Managerial] Personnel) Rules, 2014.
CORPORATE GOVERNANCE REPORT
The Company being listed on the Small and Medium Enterprise platform is
exempted from provisions of corporate governance as per Regulation 15 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Hence no corporate governance report is disclosed in this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company as required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed herewith as part to this Report.
RISK MANAGEMENT POLICY AND MITIGATING STEPS
The Company has identified various risks faced by the Company from
different areas. Appropriate Structures are present so that risks are inherently monitored
and controlled inter alia through strict quality assurance measures.
The Company has adequate internal control system and procedures to
combat risks. The risk management procedure is reviewed by the Audit Committee and Board
of Directors on regular basis as and when required. The Policy on Risk Management can be
viewed on our website: www.skifl.com.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information
and explanation obtained by them, your Directors make the following statements in terms of
Section 134(5) of the Act.
a. That in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b. That such accounting policies as mentioned in Notes to the Financial
Statements have been selected and applied consistently and judgments have been made that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company as at 31st March, 2024 and profit or loss of the Company for the
Financial Year ended on that date;
c. That proper and sufficient care has been taken 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. That the annual Financial Statements have been prepared on a going
concern basis;
e. That system to ensure compliance with the provisions of all
applicable laws and that such system was adequate and operating effectively.
STATUTORY AUDITORS & AUDITORS' REPORT:
At the 32nd AGM, the Members approved appointment of M/s
Bharat Gupta & Company, Chartered Accountants (FRN: 131010W), as Statutory Auditor of
the Company to hold office for a period of five years commencing from the conclusion of
the ensuing 32nd Annual General Meeting up to the conclusion of 37th Annual
General Meeting of the Company to be held in the year 2026.
EXPLANATION OR COMMENTS OR QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS
The Statutory Auditors' Report for FY 2023-24, does not contain
any qualification, reservation or adverse remark or disclaimer, the same forms part of
this Annual Report.
Also, The Secretarial Auditors' Report for FY 2023-24, does not
contain any qualification, reservation or adverse remark or disclaimer, the same forms
part of this Annual Report.
DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY THE AUDITORS
During the year under review, no offence involving fraud committed
against the Company by any officers or employees of the Company was reported by the
Auditors to the Board pursuant to Section 143(12) of the Companies Act, 2013 including
rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
(A) Conservation of energy and technology absorption:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act 2013, read with rule 8 of the Companies (Accounts) Rules 2014,
relating to conservation of energy and technology absorption do not apply to this company
as the Company has not carried out any manufacturing activities.
(B) Foreign Exchange Earnings and Outgo:
There was no foreign exchange Earnings and outgoing for the year ended
as on 31st March, 2024.
DEPOSITS (Section 73 of the Companies act 2013):
During the year under review, company has not accepted any deposits
from the public and therefore no information is required to be furnished in respect of
outstanding deposits.
STATEMENT ON MATERIAL SUBSIDIARY:
The Company currently does not have any Material Subsidiary. The Policy
on Identification of Material Subsidiaries can be viewed on our website: www.skifl.com.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards with regard
to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)as well as the Report
on Board of Directors(SS-4) issued by The Institute of Company Secretaries of India, have
been duly followed by company.
COST AUDITORS:
Pursuant to the provision of Section 148 of the Companies Act, 2013 as
amended, the requirement of appointment of Cost Auditors is not applicable to the Company.
INSIDER TRADING:
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code
of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by
Insiders", which lays down guide lines and advises the Directors and Employees of the
Company on procedures to be followed and disclosures to be made while dealing in
securities of the Company. The said policy can be viewed on our website: www.skifl.com.
DETAILS OF APPLICATION MADE OR PENDING PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC) DURING THE YAER
During the period under review, there is no application made or no
pending proceedings under Insolvency and Bankruptcy Code, 2016 (IBC).
DECLARATION BY AN INDEPENDENT DIRECTOR
All the Independent Directors have given declaration that they meet the
criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and
Regulation 16 of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015.
CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of business during the year under
review.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the period under review, the Company has not taken any loan from
any banks and Financial Institutions and there is no onetime settlement made by the
Company.
OTHER DISCLOSURES
In terms of applicable provisions of the Act and SEBI Listing
Regulations, the Company discloses that during the financial year under review:
x There was no issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and except under Employee Stock Option
Scheme referred to in this Report. x There was no Scheme for provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees. x
There was no public issue, rights issue, bonus issue or preferential issue, etc. except x
There was no issue of shares with differential rights. x There was no transfer of unpaid
or unclaimed amount to Investor Education and Protection Fund (IEPF). x No significant or
material orders were passed by the Regulators or Hon'ble Courts or Tribunals which
impact the going concern status and Company's operations in future. x There were no
proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and
Bankruptcy Code, 2016. x There was no failure to implement any Corporate Action. x There
were no borrowings from Banks or Financial Institution and no instance of one-time
settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENTS:
The Directors wish to acknowledge and place on record their sincere
appreciation and sincere gratitude to the Government of India and Government of Gujarat
and their respective ministries and departments various Central and State Government
authorities; for continued assistance and co-operation received from all the members,
regulatory authorities, financial institutions, bankers, lenders, Suppliers, Vendors,
Clients, Prospective lessees, tenants and other business associates.
The Directors also recognize and appreciate all the employees for their
commitment, commendable efforts, teamwork, professionalism and continued contribution to
the growth of the Company.
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For and on behalf of the Board of
Directors |
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__________________________Sd/- |
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___________________________Ravi Kotia |
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Chairman and Managing Director |
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DIN: 01761963 |
| Place: Rajpipla |
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| Date: August 05, 2024 |
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