Dear Shareholders,
Your Directors have the pleasure in presenting their 03rd Annual Report
on the business and operations of the Company and the Audited Financial Statements for the
financial year ended March 31, 2024
1. Performance Highlights (Standalone)
Your Company has performed during the reporting period as follows: 7 in
Lakhs except earning per share
Particulars |
31.03.2024 |
31.03.2023 |
Revenue from Operation |
4959.90 |
4876.3 |
Other Income |
26.23 |
58.85 |
Total Revenue |
4986.13 |
4935.15 |
Expenditure |
3184.47 |
3137.96 |
Profit(loss) before Tax (PBT) |
1801.65 |
1797.19 |
Exceptional Item |
-- |
-- |
Less: Tax Expenses |
|
|
Current Tax |
406.15 |
440.22 |
MAT Credit Entitlement / Availed |
0.00 |
0.00 |
Deferred Tax |
54.27 |
31.75 |
Prior Period Tax |
0.00 |
0.00 |
Other Comprehensive Income |
|
|
Items that will not be reclassified to profit
or loss |
0.00 |
0.00 |
Income-tax relating to Items that will not be
Reclassified to Profit or Loss |
0.00 |
0.00 |
Net Profit/loss after tax (PAT) |
1341.24 |
1325.23 |
Earning per Equity Share: (in Rupees) for
period |
|
|
Basic |
8.08 |
7.98 |
Diluted |
- |
- |
Performance Highlights (consolidated)
Your Company has performed during the reporting period as follows: 7 in
Lakhs except earning per share
Particulars |
31.03.2024 |
Revenue from Operation |
5166.29 |
Other Income |
26.23 |
Total Revenue |
5192.52 |
Expenditure |
3664.46 |
Profit(loss) before Tax (PBT) |
1528.08 |
Exceptional Item |
-- |
Less: Tax Expenses |
|
Current Tax |
406.15 |
MAT Credit Entitlement / Availed |
0.00 |
Deferred Tax |
54.27 |
Prior Period Tax |
0.00 |
Other Comprehensive Income |
|
Items that will not be reclassified to profit
or loss |
0.00 |
Income-tax relating to Items that will not be
Reclassified to Profit or Loss |
0.00 |
Net Profit/loss after tax (PAT) |
1067.64 |
Earning per Equity Share: (in Rupees) for
period |
|
Basic |
6.43 |
Diluted |
- |
2. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profits for the Financial Year 2023-24 in the Profit and Loss Account.
3. Changes to the Capital Structure during the year under review
The paid-up equity shares capital of the Company as of 31st March 2024
consists of 1,66,00,000 equity shares of Rs. 10 each. The company has not made any
allotment of shares during the year under review.
4. Dividend
The Company has given a dividend of Rs. 1.00/- per share during the
period under review as final dividend for FY 2022 - 2023. Further Company has recommended
a final dividend for year 2023 - 2024 which is subject to approval by shareholders in the
ensuing annual general meeting.
Transfer of unclaimed dividend to Investor Education and Protection
Fund:
There is no amount which is required to be transferred to the Investor
Education and Protection Fund as per the provisions of Section 125(2) of the Act.
5. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of the conservation of energy and technology
absorption have not been furnished considering the nature of activities undertaken by the
company during the year under review.
Your company has taken steps to conserve energy. Steps have been taken
to identify the areas of excessive energy consumption. Checks have been made to strengthen
these areas and timely preventive maintenance has also been carried out to conserve
energy.
Conservation of energy:
(i) |
The steps taken or impact on
the conservation of energy |
The company has already
installed tools/ equipment for conservation of electricity. |
(ii) |
The steps taken by the
Company to utilize alternate sources of energy. |
There are Windmills &
solar energy as alternate source of energy. |
(iii) |
The capital investment in
energy conservation equipment |
The Company/Board have few
proposals for additional investment in this regard. |
Technology absorption: |
(i) |
The benefits derived like
product improvement, cost reduction, product development or import substitution. |
The company has taken necessary
steps to acquire technologies during the year as require. |
(iii) |
In the case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year)- |
The company has not imported any
technologies during the year. |
(iv) |
The expenditure incurred on
Research and Development |
Nil |
The Company has introduced various measures to reduce energy
consumption and install the latest technologies. Total energy consumption during the
year
Sr. No. |
Purchased |
2023 - 2024 |
01 |
Units (nos.) |
2836014 |
02 |
Total amount (Rs.) |
20830086 |
03 |
Rate per unit (Rs.) |
7.3448 |
|
Generated - Windmill Units |
1163998 |
Foreign Exchange Earnings and Outgo:
Particulars |
Amount |
Earnings - Sales and others |
1,36,894.3 USD, 1,884.55 EURO |
Outgo - Purchase and others |
96,001.60 USD, 78,254.76
EURO, 35,33,670 JPY |
Loans or other transactions |
10,00,000 EUROS - Loan given
to Subsidiary in France. |
6. Subsidiaries, Joint Ventures, and Associates
The Company has subsidiaries or joint ventures or associates during the
year under review, further Annexure - A is attached with report for further details.
7. Significant Events After Balance Sheet Date
There are no other significant events after the Balance Sheet date
which require any disclosure.
8. Change in the nature of business
There has been no change in the Company's business nature in the
period under review.
9. Material and Significant Orders Passed by Regulators & Courts
No significant or material orders have been passed by any Regulators or
Courts or Tribunals which could impact the going concern status of the Company and/or its
future operations.
10. Internal Financial Control Systems
The Company has aligned its current system of Internal Financial
Controls with the requirements of the Companies Act, 2013. Internal Control Systems are
intended to increase transparency and accountability in an organization's process of
designing and implementing a system of internal control. The framework requires a Company
to identify and analyze risks and manage appropriate responses. The Company has
successfully laid down the framework and ensured its effectiveness. The Company's
internal controls are commensurate with its size and the nature of its operations. These
have been designed to provide reasonable assurance about recording and providing reliable
financial and operational information, complying with applicable statutes, safeguarding
assets from unauthorized use, executing transactions with proper authorization, and
ensuring compliance with corporate policies.
Your management assessed the effectiveness of the Company's
internal controls over financial reporting as of March 31, 2024. The assessment involved a
management review, internal audit, and statutory audit. During the year under review, the
internal audit was conducted based on the risk-based internal audit plan approved by the
Audit Committee. Significant audit observations and follow-up actions thereon were
reported to the Audit Committee. Under Section 143 of the Act.
11. Public Deposits
Your Company has not invited or accepted any deposits from the
public/members and there are no outstanding deposits as on March 31, 2024.
12. Auditors, Auditors' Qualifications, Reservations, Adverse
Remarks in the Auditors' Report
Pursuant to the recommendation of the Audit Committee, the Board of
Directors and Members of the Company, at their respective meetings held and had approved
the appointment of M/s. DIPAK P. SHAH & Co., Chartered Accountants as the Statutory
Auditors of the Company for a term of 5 (five) consecutive years ("First Term")
commencing from the Financial Year 2021 - 2022.
The Statutory Auditors Report does contain qualification or adverse
remark, clarification or explanation of the Board & remark as follows.
Remark:
SKP Bearing industries Limited has a total unpaid dividend of Rs.
49648/- for FY 21-22 & 22-23 due to the lack of those particular shareholders
information and technical issue The company put all the efforts to pay that dividend in
time but even after all efforts made, lack of information remain same, and the company has
not transferred that amount to Unpaid Dividend account as per relevant section of
Companies act 2013.
Board's Comment:
As per the information received by the Company's banker (HDFC
Bank), if the dividend remains unpaid due to any error or omission of information of
shareholders or their bank details, the dividend account of the respective F.Y. with the
Bank will automatically convert by the bank into the Unpaid Dividend Account within the
stipulated time, the same information was received to the company after the remark of the
auditor at time of half yearly result dated 31.03.2024. According to this the board here
clarify that the Company has not violated any provisions under the Companies Act 2013
regarding Unpaid Dividend account.
Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Companies
(Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, your
Directors have appointed Paresh Parekh & Co. Chartered Accountants, as the Internal
Auditor of the Company for
the Financial Year 2024-25. A.J. PANCHAL & Associates Chartered
Accountants has resigned from the post of Internal Auditor.
13. Corporate Social Responsibility
The CSR activities by the Company were undertaken through SHRI
FOUNDATION, which is committed towards undertaking CSR activities. The composition of the
CSR Committee of the Company, in accordance with Section 135 of the Act is not applicable
to the Company.
A detailed report on CSR activities in line with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is
attached as Annexure B to this report.
14. Annual Return
Under Section 92(3) read with Section 134(3)(a) of the Act, the Annual
Return as of March 31, 2024, is available on the Company's website
www.skpbearings.com
15. Declaration given by Independent Directors
Pursuant to sub-section (7) of Section 149 of the Act, the Company has
received declarations from all the Independent Directors on Board that they meet the
criteria of independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of
the Listing Regulations, and that there was no change.
16. Annual Board Evaluation
The Nomination, Remuneration and Compensation Committee ("NRC
Committee") and the Board have adopted a methodology for carrying out the performance
evaluation of the Board, Committees, Independent Directors and Non- Independent Directors
of the Company, which includes the criteria, manner and process for carrying out the
performance evaluation exercise. Criteria in this respect includes; the Board composition
and structure, effectiveness of board processes, information and functioning, 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. Evaluation of the Performances of the Board, its Committees, every Director and
Chairman, for the financial year 2023-24 has been completed as per the adopted methodology
which included review, discussions, providing feedback and discussions on the feedback
received from the individual directors.
17. Details of Directors and Key Managerial Personnel
Appointed/Resigned during the year
There were change in Directors and Key Managerial Personnel
Appointed/Resigned during the year are as follows:
At the 02nd Annual General Meeting of the Company
held on August 25, 2023, Re-appointment of Mr. Shrinand Kamlakar Palshikar (DIN: 08992832)
as the Executive Director of the Company, along with the overall maximum remuneration
payable to him
18. Number of Meetings of the Board of Directors
During the year under review, 8 (Eight) Board Meetings were held, and
the gap between the two Board Meetings was well within the limit as prescribed by the
Companies Act, 2013. In respect of the meetings, proper notice was given and the
proceedings were recorded and a signed Minutes Book was maintained for the purpose.
19. Vigil Mechanism/Whistle Blower Policy for Directors and Employees
The Company has established a Vigil Mechanism, which includes a Whistle
Blower Policy, for its Directors and Employees, to provide a framework to facilitate
responsible and secure reporting of concerns of unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct & Ethics. The details of
establishment of Vigil Mechanism/ Whistle Blower policy are posted on the website of the
Company and the web link to the same is https://www.skpbearings.com/pdf/ corporate-policies/Vigil_Mechanism_Whistler_Blower_
Policy.pdf
20. Audit Committee
Audit Committee of the Board is duly constituted in accordance with the
provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of
the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The
details of its composition & meetings held during the Financial Year 2023- 2024 etc.
below. All recommendations made by the Audit Committee were accepted by the Board during
the Financial Year 2023-24. During the year under review, there are 3 audit committee
meetings held.
The Audit Committee comprises of 3 members, 2 of whom are independent
directors:
Name of the Directors |
Nature of Directorship |
Designation in Committee |
Mr. Kishorbhai Chhanalal Parikh |
Non-Executive Independent
Director |
Chairman |
Mr. Rajeev Vinayak Lokare |
Non-Executive Independent
Director |
Member |
Mr. Shrinand Kamlakar Palshikar |
Managing Director |
Member |
21. Nomination and Remuneration Policies
The Board of Directors has formulated a Policy that lays down a
framework for selection and appointment of Directors and Senior Management and for
determining qualifications, positive attributes, and independence of Directors.
The Board has also formulated a Policy relating to the remuneration of
Directors, members of Senior Management, and Key Managerial Personnel which is posted on
the Companies website at: https://www.skpbearings.com/pdf/corporate-
policies/Nomination_and_Remuneration_Policy.pdf
22. Particulars of Loans, Guarantees or Investments
The particulars of loans, guarantees and investments if any as per
Section 186 of the Act by the Company, have been disclosed in the financial statements.
23. Related Party Transactions
During the reporting period, the Company has entered into contract/
arrangement/transaction with related parties which were [on arm's length basis or
which could be considered material in accordance with the policy of the Company on
materiality of related party transactions. Accordingly, the disclosure of Related Party
Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC
2 is annexed hereto as Annexure C.
24. Managerial Remuneration
a. Remuneration to Directors and Key Managerial Personnel
Details of the remuneration approved by the NRC Committee as well as
the Board of Directors for Executive Directors for the Financial Year 2023-24:
Sr. no. Name of Director/ KMP |
Remuneration of Director/
KMP in ^ |
1 Shrinand Kamlakar Palshikar |
48,00,000.00 |
2 Sangita Shrinand Palshikar |
24,00,000.00 |
b. Employee Particulars
People are our most valuable asset and your Company places the
engagement, development and retention of talent as its highest priority, to enable the
achievement of the organizational vision, further there are no employees who have
remuneration in excess of the remuneration stated in Section 197 of the Companies Act,
2013.
25. Reporting of Fraud
The Auditors of the Company have not reported any fraud as specified
under Section 143(12) of the Companies Act, 2013.
26. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
and the Rules made thereunder, the Company has appointed Mr. JAY A. GOHIL, Practicing
Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report
is annexed to the Board's Report and forms an integral part of this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark
except The Board and management after consent and duly review of audit committee
considered the accounts for a period beginning from 01.04.2023 to ending on 31.03.2024 in
an audit committee meeting.
27. Risk Management Policy
The Company has a robust Risk Management framework to identify measure
and mitigate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business objective and enhance the
Company's competitive advantage. This risk framework thus helps in managing market,
credit and operations risks and quantifies exposure and potential impact at a Company
level.
28. Director's Responsibility Statement
Your Directors state that:
a. in the preparation of the annual financial statements for the year
ended March 31, 2024, the applicable accounting standards have been followed with no
material departures;
b. the Directors have 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 as at March 31, 2024
and of the profit of the Company for the period ended on that date;
c. the Directors have 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 have prepared the annual financial statements on a
going concern basis;
e. the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
29. Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace
The Company has a policy against sexual harassment at the workplace and
has constituted an Internal Complaints Committee and has complied with the provisions in
this respect as are applicable under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. There was no complaint received from any
employee during the year, nor is any complaint pending or outstanding for redressal as on
March 31, 2024. The Company conducts awareness programs at regular intervals and provides
necessary updates/guidance.
30. Cost Audit
The Company is not required to appoint a cost auditor to conduct the
cost audit in respect of the products manufactured by the Company as per the provisions of
Section 148 of the Companies Act, 2013 for the period under review.
31. Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI)
Your Company complies with the mandatory Secretarial Standards issued
by the ICSI.
32. Others
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
period under review:
1. Details relating to issue of equity shares including sweat equity
shares and shares with differential rights as to dividend, voting or otherwise, since
there was no such issue of shares.
2. None of the Directors of the Company received any remuneration or
commission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
4. Your Directors further state that during the period under review,
there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
33. Acknowledgements
Your Directors take this opportunity to thank the Company's
customers, shareholders, vendors and bankers for their support and look forward to their
continued support in the future. Your Directors also place on record their appreciation
for the excellent contribution made by all employees who are committed to strong work
ethics, excellence in performance and commendable teamwork and have thrived in a
challenging environment.
For and on behalf of the Board of Directors
SKP BEARING INDUSTRIES LIMITED |
|
SD/- |
SD/- |
SHRINAND KAMLAKAR PALSHIKAR |
SANGITA SHRINAND PALSHIKAR |
Chairman and Managing Director |
Director |
DIN: 08992832 |
DIN:09054303 |
Date: 18.07.2024 Place: Surendranagar |
|