Mar 31, 2023
The Directors are pleased to present the Thirty-Seventh Annual Report of the Company and the Audited Financial Statements for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS
Rs. in Lakhs) |
|||||
Particulars |
Standalone |
Consolidated |
|||
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
||
Total Income |
6302.10 |
10,183.01 |
6304.36 |
10,183.10 |
|
Profit (Loss) before Tax and Depreciation |
1303.70 |
2,313.08 |
1292.90 |
2,310.16 |
|
Depreciation |
(68.29) |
(74.47) |
(77.90) |
(84.08) |
|
Provision for Taxes |
(335.85) |
(571.86) |
(336.07) |
(572.15) |
|
Profit (Loss) for the Year After Tax and Depreciation (including other Comprehensive Income) |
914.63 |
1,552.44 |
894.00 |
1,539.63 |
|
Earnings per share (in ?) |
21.22 |
39.31 |
20.73 |
39.01 |
During the year under review, your Company achieved Total Income of ? 6302.10 Lakhs on a Standalone basis as compared to ^ 10,183.01 Lakhs during the previous Financial Year. After considering Interest, Depredation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of ? 914.63 Lakhs for the current Financial Year as against Net Profit of ? 1,552.44 Lakhs in the previous Financial Year.
On a Consolidated basis, your Company achieved Total Income of ? 6304.36 Lakhs during the year under review as compared to 7 10,183.10 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of ? 894.00 Lakhs for the current Financial Year as against Net Profit of ? 1,539.63 Lakhs in the previous Financial Year.
The Directors of your Company recommend a dividend of ?4.00 per equity share of ?10.00 subject to the approval of the members, payable to those shareholders whose names appear in the Register of Members as on the book closure date.
No amount is proposed to be transferred to the general reserve for the year under review.
SUBSIDIARY & ASSOCIATE COMPANIES
The Company has 3 subsidiaries and 1 associate as on March 31,2023. There has been no material change in the nature of the business of the subsidiaries/associates during the period under review.
During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries/associates. In accordance with Section 129(3), consolidated financial statements of the Company have been prepared, which forms a part of this Annual Report. Further, a statement containing salient features of the financial statement of the Companyâs subsidiaries/associate in Annexure -1-Form AOC-1 is appended to the Boardâs report.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 (the âActâ) that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulationsâ).
During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and expenses incurred for attending meetings of the Company.
The Board based on the recommendations made by the Nomination & Remuneration Committee, recommends the
1. Re-appointment of Mr. Rajeev Sikka as Chairman and Wholetime Director for a period of three years from 018t April 2024 to 31st March 2027 as detailed in the Notice.
2. Re-appointment of Mr. Kunal Sikka as Managing Director & CEO for a period of three years from 01st April 2024 to 31st March 2027 as detailed in the Notice.
3. Recommended the re-appointment of Mrs. Anuradha Sikka who retires by rotation at the ensuing Annual General Meeting and, being
eligible, has offered herself for re-appointment, as a Director of the Company.
Further, during the year:
1 .The Members, further to the recommendations made by the NRC and Board, had approved the appointment of Mr. Garimella Bhaskar Venkata Satya (DIN: 08181557) on 28th September 2023 through Special Majority, as Non-Executive Independent Director, for a period of 5 years from 181 October 2022 to 30th September 2027.
2.Mr. Sathish K S, on recommendation of the NRC, was appointed as Chief Financial Officer of the Company effective 11r July 2022.
3.During the year, Ms. Sriee Aneetha, had resigned from the position of Company Secretary and Compliance Officer effective 12th August 2022. Subsequently, Mr. Barun Pandey, on recommendation of the NRC, was appointed as Company Secretary and Compliance Officer of the Company effective 13th September 2022.
Board Meetings- Six meetings of the Board of Directors were held during the year. For details of the meetings of the Board, reference may be made to the corporate governance report, which forms part of this report.
The disclosures pertaining to the above as required by Schedule V of the Act are provided in the Explanatory Statement accompanying the AGM Notice.
During the year under review, there were no changes in the nature of business as prescribed in Rule 8 (5)(ii) of the Companies (Accounts) Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There have been no material changes and commitments for the likely impact affecting financial position between the end of the financial year and the date of the Report.
AUDIT COMMITTEE AND OTHER BOARD COMMITTEES:
The details pertaining to the composition of the Audit Committee and its role are included in the Corporate Governance Report, which is a part of this Annual Report. In addition to the Committees mentioned in the Corporate Governance Report, the Company has a Corporate Social Responsibility Committee, the details of which are covered in Annexure-lll to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directors'' Responsibility Statement is given hereunder:
i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any:
ii The Directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period;
iii The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv The Directors have prepared the annual accounts on a going concern basis;
v The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi 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.
SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The structure includes the evaluation of directors on various parameters such as board dynamics and relationships, information flow, decision making, relationship with stakeholders, company performance, tracking board and committeesâ effectiveness, and peer evaluation.
As per the provisions of the Act including Schedule IV, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017. In a separate Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors
Web link where familiarisation programmes imparted to Independent Directors is as below:
The details of familiarisation programmes for Independent Directors can be accessed at www.sikaqlobal.com/uploads/sikaad/30.pdf POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration, which is stated in the corporate governance report that forms part of this report. The same has been disclosed on the Company''s website atwww.sikaalobal.com/uploads/sikaad/NRC%20%20Policv.pdf
a. Statutory Auditors
At the 32nd AGM, Messrs. B. N. Subramanya & Co., Chartered Accountants (Firm Registration No. 004142S) ("BNS") were appointed as Statutory Auditors of the Company for their second term, as defined in the Act, for a period of five consecutive years from the conclusion of the 32nd AGM till the conclusion of the 37th AGM. Consequently, BNS will complete their second term as the Statutory Auditors of the Company at the conclusion of this AGM. Given the limit of two consecutive terms set by the Act, BNS is not eligible to be re-appointed for a third consecutive term.
Accordingly, The Board at their meeting held on 9th August 2023, on the recommendation of the Audit Committee, has recommended the appointment of M/s. Rao & Emmar (Firm Registration No. 003084S) (R&E) as the new Statutory Auditors of the Company, for the approval of the Members at the 37th AGM of the Company for a term of five consecutive years from the conclusion of 37th AGM till the conclusion of the 42nd AGM to be held in the year 2028, on such remuneration as may be mutually agreed between the Board and the Statutory Auditors.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs. N. K. Hebbar & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as an Annexure -IV and forms part of this Report.
c. Statutory Auditorâs Report & Secretarial Auditorâs Report
The Statutory Auditorâs Report and Secretarial Auditorâs Report for the financial year 2022-23, which are annexed hereto as part of the financial statements and Secretarial Audit report as Annexure IV to this report respectively, do not contain any qualifications, reservations or adverse remarks.
d. Details of frauds reported by the Auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government -
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, any instances of fraud committed against the Company by its officers or employees.
The Board had appointed Messrs Bharath & Co., Chartered Accountants, Bangalore as the Internal Auditors of the Company to conduct the audit on basis of a detailed internal audit plan which is reviewed each year in consultation with the management and the Audit Committee. On a quarterly basis also, Internal Auditors give presentations and provide a report to the Audit Committee of the Company.
The maintenance of cost records as specified by the Central Government pursuant to Section 148(1) of the Act, is not required by the Company and accordingly, such accounts and records are not made and maintained.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy of the Company is aligned with the Act and is available on the website of the Company at www.sikaalobal.com/uDloads/sikaad/CSR%20Policv.pdf
Your company have spent Rs.6.00 Lakhs towards ongoing projects, the CSR obligation for the Financial Year 21-22 of Rs.31.65 Lakhs transferred to âUnspent CSR Accountâ for ongoing projects. The Annual Report on CSR activities is appended as Annexure-lll to the Boardâs report.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the preservation of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has a robust Risk Management framework commensurate with the size and scale of its operations to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.
The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which is a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are disclosed in note 38 of the Financial Standalone Statements forming part of this report. The same was given to a wholly owned subsidiary of the Company for meeting its statutory requirements.
During the year, the Company provided loans to M/s. Aerotek Sika Aviosystems Private Limited as approved at the 32nd AGM and to its wholly owned subsidy M/s. Sika Tourism Private Limited for meeting statutory dues which is at arm length basis.
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMP or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the transactions of repetitive nature, as applicable. None of the Directors have any pecuniary relationships or transactions vis-a-vis with the Company. Information on transactions with related parties which were in the nature for professional and consultancy services, pursuant to section 134 (3)(h) of the Companies (Accounts) Rules, 2014 are annexed herewith in Form AOC-2 and the same forms part of this report as Annexure-I I
Pursuant to Section 92 and 134 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link: https://www.sikaalobal.com/investors.html
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the financial year 2022-23, the Company had received zero complaints on sexual harassment, and accordingly no complaints remain pending as of 31st March 2023.
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the Corporate Governance report that forms a part of the Report.
Your Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy:
The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards energy conservation were:
a) Improved monitoring of energy consumption:
b) Creating awareness within the Company on energy conservation:
c) Increased focus on procurement of energy efficient equipment: and
d) Exploring options towards utilisation of renewable energy.
Technology Absorption, Adaptation and Innovation
a) Technology absorption and adaptation continues to be at core of the Company''s objectives and associated strategy. The Company continues to use the latest technologies for improving productivity and the quality of its products and services. During the year the Company has made continued efforts in developing new designs to meet requirements of customers.
b) The research and development efforts of the Company are customer need based and hence it is a continuous process. Because of its in-house R&D efforts the Company was able to deliver the best solutions to the customers in a cost-effective manner, including for participation in import substitution programs for aerospace and defence projects capitalising on new business opportunities and improvement of existing designs.
c) The Company has not imported any technology during the last three years.
d) The expenditure incurred on Research and Development during the year was Rs.99.68 Lakhs.
Foreign Exchange Earning and Outgo
During the year under review, the Company earned ?373.05 Lakhs in foreign exchange and spent ? 2,852.33 Lakhs.
Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (MCA).
OTHER DISCLOSURE REQUIREMENTS:
a. As per SEBI Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Auditorsâ Certificate on corporate governance are appended, which form part of this report.
b. DISCLOSURE OF ACCOUNTING TREATMENT-
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards ("Ind ASâ) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 read with Section 133 of the Act.
c. Disclosure regarding Issue of Equity Shares with Differential Voting Rights
During the financial year under review, the Company has not issued Shares with Differential Voting Rights.
Your directors wish to place on record their appreciation of the support which the Company has received from its, employees, shareholders, customers, lenders, business associates, vendors, and the promoters of the Company.
Mar 31, 2018
To the Members,
The Directors are pleased to present the Thirty Second Annual Report of the Company and the Audited Statement of Accounts for the year ended 31nd March 2018.
FINANCIAL HIGHLIGHTS (Rs. in lakhs)
Particulars |
Standalone |
Consolidated |
|||
FY 2018 |
FY 2017 |
FY 2018 |
FY 2017 |
||
Total Income |
2314.50 |
3507.46 |
2316.63 |
3554.30 |
|
Profit (Loss) before Tax and Depreciation |
268.71 |
333.02 |
267.51 |
363.73 |
|
Provision for Taxes |
47.15 |
98.49 |
47.22 |
104.49 |
|
Depreciation |
73.62 |
58.17 |
73.68 |
58.23 |
|
Profit (Loss) for the Year After Tax and Depreciation |
147.93 |
176.35 |
146.60 |
200.99 |
|
Earnings per Share (in Rs.) |
3.48 |
4.15 |
3.46 |
4.73 |
COMPANYâS PERFORMANCE
During the year under review, your Company achieved Total Income of Rs. 2,314.50 Lakhs on a Standalone basis as compared to Rs. 3,507.46 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of Rs. 147.93 Lakhs for the current Financial Year as against Net Profit of Rs. 176.35 Lakhs in the previous Financial Year.
On a Consolidated basis, your Company achieved Total Income of Rs. 2316.63 Lakhs during the year under review as compared to Rs. 3,554.30 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss)/ Gain and Tax, the Company has Net Profit of Rs. 146.60 Lakhs for the current Financial Year as against Net Profit of Rs. 200.99 Lakhs in the previous Financial Year.
DIVIDEND
The Directors of your Company recommend a dividend of 8% ( â 0.80 per share) subject to the approval of the members.
TRANSFER TO GENERAL RESERVE
No amount is proposed to be transferred to the general reserve.
SUBSIDIARY COMPANIES
The Company has 4 subsidiaries as on March 31, 2018. There are no associate companies within the meaning of section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries during the period under review.
During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3), consolidated financial statements of the Company have been prepared, which forms a part of this Annual Report. Further, a statement containing salient features of the financial statement of the Companyâs subsidiaries in Form AOC-1 is appended to the Boardâs report.
In addition, at an Extra Ordinary General Meeting on16thDecember 2017 of wholly owned subsidiary company Sikka N Sikka Engineers Private Limited(SNSEPL),a resolution was passed for shifting of its Registered Office from the State of Maharashtra to the State of Karnataka corresponding alteration of its Memorandum of Association. Subsequently, necessary steps were taken by SNSEPLforshifting its Registered Office to Bangalore, Karanataka.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has received necessary declaration from each independent director under Section 149(7) of the Act that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ).
During the year, the Non-executive directors of the Company had no pecuniary relationship or transactions with the Company, otherthan sitting fees and expenses incurred for attending meetings of the Company.
As per the provisions of the Act, Mr. Kunal Sikka retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself forre-appointment. The Board recommends his re-appointment.
Six meetings of the Board were held during the year. For details of the meetings of the Board, reference may be made to the corporate governance report, which forms part of this report.
During the financial year 2017-18, there were no changes in the Board and Key Managerial Personnel of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directorsâ Responsibility Statement is given hereunder:
i In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
ii The Directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 yearand of the profit of the Company forthat period;
iii The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv The Directors have prepared the annual accounts on a going concern basis;
v The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi 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.
BOARD EVALUATION
SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The structure includes the evaluation of directors on various parameters such as board dynamics and relationships, information flow, decision making, relationship with stakeholders, company performance, tracking board and committeesâ effectiveness, and peer evaluation.
As per the provisions of the Act including Schedule IV, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
POLICY ONDIRECTORSâAPPOINTMENTANDREMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and their remuneration, which is stated in the corporate governance report that forms part of this report.
AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this report.
AUDITORS a. Statutory Auditors
pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed made thereunder, as amended from time to time, the Company hereby ratifies the appointment of B. N. Subramanya&Co., Chartered Accountants (Firm Registration No. 004142S) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty-Second AGM of the Company to be held in the year 2018, on such remuneration as may be mutually agreed between the Board of Directors and theAuditors.
b. SecretarialAuditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs N. K. Hebbar & Associates, a firm of Company Secretaries in Practice to undertake the SecretarialAudit of the Company. The report on the SecretarialAudit is annexed here with
c. Auditorâs Report and Secretarial Auditorâs Report
The Auditorâs Report and Secretarial Auditorâs Report do not contain any qualifications, reservations or adverse remarks.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the preservation of the accounting records, and the timely preparation of reliable financial disclosures
RISK MANAGEMENT
The Company has a robust Risk Management frame work commensurate with the size and scale of its operations to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companyâs competitive advantage.
The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which is a part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the âActâ) are given in note 38 to the Financial Standalone Statements forming part of this report. The same was given to a wholly owned subsidiary of the Company for meeting its statutory requirements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMP or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the transactions of repetitive nature, as applicable. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company. Information on transactions with related parties, which were in the nature for professional and consultancy services, pursuant to section 134 (3)(h) of the Companies (Accounts) Rules,2014 are annexed herewith in Form AOC-2 and the same forms part of this report.
EXTRACT OF ANNUAL RETURN
As provided under Section 23(3) of the Companies (Amendment) Act 2017, the extract of the annual return in the prescribed form MGT-9 has been placed on the companyâs website: www.sikaglobal.com
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at work place. During the financial year 2017-18, the Company had received zero complaints on sexual harassment, and accordingly no complaints remain pending as of 31st March 2018.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICHARE REPORTABLE TOTHECENTRALGOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of theAct.
PARTICULARSOFEMPLOYEES
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a. The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year:
Name of the Director |
Ratio |
Dr. C.G. Krishnadas Nair |
0.89 |
Mr. R.N. Chawhan |
0.89 |
Mr. S. Santhanam |
0.89 |
Mrs. Krishna Sikka |
0.89 |
Mr. Rajeev Sikka |
7.38 |
Mr. Kunal Sikka |
6.40 |
b. The percentage increase in remuneration of each Directors and KMPs in the financial year:
Name |
% change |
Dr. C.G.Krishnadas Nair |
- |
Mr. R.N.Chawhan |
- |
Mr. S. Santhanam |
- |
Mrs. KrishnaSikka |
- |
Mr. Rajeev Sikka, Chairman & Managing Director 13.64% |
|
Mr. Kunal Sikka, Whole Time Director & CFO |
13.04% |
Mrs. SrieeAneetha M, Company Secretary |
7.50% |
c. The percentage increase in the median remuneration of employees in the financial year:18.85%
d. The number of permanent employees on the rolls of Company:43
e. The explanation on the relationship between average increase in remuneration and Company performance: The average increase takes into account the Company performance, inflation rate, market salary increase and trends
j. Comparison of the remuneration of the KMP against the performance of the Company:
Aggregate remuneration of KMP ( Rs. in Lakhs) |
65.62 |
Revenue (Rs. in Lakhs) |
2,314.50 |
Remuneration of KMPs (as a % of revenue) |
2.83 |
Profit before Tax (PBT) (Rs. in Lakhs) |
195.08 |
Remuneration of KMP (as a % of PBT) |
33.64 |
g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
Particulars |
March 31, 2018 |
March 31, 2017 |
% Change |
a. Market Capitalisation (Rs. in crores) |
61.48 |
95.44 |
(35.58%) |
b. Price Earnings Ratio |
48.33 |
56.27 |
(14.11%) |
h. Percentage increase / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: The Companyâs share price as at March 31, 2018 has increased 1450% in comparison to the rate at which the Company came out with the last public offer, i.e. Rs. 10/- in March 1989.
i The average percentile increase already made in the salaries of employees other than the managerial personnel in the FY 2017-18 was approximately 18.9%; in comparison, the average percentile increase in the managerial for the same period was 13.34%. The average increase take into account the Companyâs performance, inflation rate, market salary increase and trends.
j Comparison of eachof the remuneration of the KMP against the performance of the Company:
(Rs. in Lakhs)
Mr. Rajeev Sikka, Chairman & Managing Director |
Mr. Kunal Sikka, Whole Time Director & CFO |
Mrs, Sriee Aneetha .M Company Secretary |
|
Remuneration in FY 17-18 |
32.45 |
25.61 |
7.56 |
Revenue |
2314.50 |
||
Remuneration as % of revenue |
1.40 |
1.10 |
0.33 |
Profit before Tax (PBT) |
195.08 |
||
Remuneration (as % of PBT) |
16.63 |
13.13 |
3.87 |
k. The key parameters for any variable component of remuneration availed by the Directors:
Not applicable as no variable component of remuneration was availed by the Directors.
l. The ratio of the remuneration of the highest paid Director to that of employees who are not Directors, but receive remuneration in excess of the highest paid Director during the year: Nil
m. Affirmation that remuneration is as perthe Remuneration Policy of the Company:
The Company affirms remuneration is as perthe Remuneration Policy of the Company.
PUBLICDEPOSITS
Your Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Auditorsâ Certificate on corporate governance are appended, which form part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of Energy:
The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards energy conservation were:
a) Improved monitoring of energy consumption;
b) Creating awareness within the Company on energy conservation;
c) Increased focus on procurement of energy efficient equipment; and
d) Exploring options towards utilisation of renewable energy.
Technology Absorption, Adaptation and Innovation
a) Technology absorption and adaptation continues to be at core of the Companyâs objectives and associated strategy. The Company continues to use the latest technologies for improving productivity and the quality of its products and services. During the yearthe Company has made continued efforts in developing newdesigns to meet requirements of customers.
b) The research and development efforts of the Company are customer need based and hence it is a continuous process. Because of its in-house R&D efforts the Company was able to deliver the best solutions to the customers in a cost effective manner, including for participation in import substitution programs for aerospace and defence projects capitalising on new business opportunities and improvement of existing designs.
c) The Company has not imported any technology during the last three years.
d) The expenditure incurred on Research and Development during the year was Rs.64.89 lakhs.
Foreign Exchange Earningand Outgo
During the year under review, the Company earned Rs. 1,040.23 Lakhs in foreign exchange and spent Rs. 1,347.37 Lakhs.
MATERIALCHANGES AND COMMITTMENTS
There have been no significant material changes and commitments affecting the financial position between the end of the financial yearand the date of the report.
SIGNIFICANTAND MATERIALORDERS
There were no significant orders passed by any regulators or courts or tribunals during the year under review impacting the going concern status and Companyâs operations in the future.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, customers, lenders, business associates, vendors, and the employees of the Company.
On behalf of the Board of Directors
Rajeev Sikka
Chairman & Managing Director
Bengaluru,
07th August 2018
Mar 31, 2016
The Directors are pleased to present the Thirtieth Annual Report of the Company and the Audited Statement of Accounts for the year ended 31st March 2016.
FINANCIAL HIGHLIGHT (Rs. in lakhs)
Standalone |
Consolidated |
|||
FY 2016 |
FY 2015 |
FY 2016 |
FY 2015 |
|
Total Income |
4178.68 |
3049.21 |
4212.42 |
3091.26 |
Profit (Loss) before Tax and Depreciation |
332.48 |
286.03 |
308.04 |
287.92 |
Provision for Taxes |
93.49 |
77.79 |
93.70 |
75.16 |
Depreciation |
48.48 |
51.14 |
49.69 |
51.53 |
Profit (Loss) for the Year After Tax and Depreciation |
190.51 |
157.10 |
164.65 |
161.23 |
Earnings per Share (in '') |
4.49 |
3.71 |
4.10 |
3.80 |
OPERATIONAL REVIEW
During the year under review, your Company achieved Total Income of Rs. 4,178.68 Lakhs on a Standalone basis as compared to Rs. 3,049.21 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of Rs. 190.51 Lakhs for the current Financial Year as against Net Profit of Rs. 157.10 Lakhs in the previous Financial Year.
On a Consolidated basis, your Company achieved Total Income of Rs. 4,212.42 Lakhs during the year under review as compared to Rs. 3,091.26 Lakhs during the previous Financial Year. After considering Interest, Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has Net Profit of Rs. 164.65 Lakhs for the current Financial Year as against Net Profit of Rs. 161.23 Lakhs in the previous Financial Year.
DIVIDEND
The Directors of your Company recommend a dividend of 8% (Rs. 0.80 per share) subject to the approval of the members.
TRANSFER TO GENERAL RESERVE
No amount is proposed to be transferred to the general reserve.
SUBSIDIARY COMPANIES
The Company has 4 subsidiaries as on March 31, 2016. There are no associate companies within the meaning of section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries during the period under review.
During the year, the Board of Directors (âthe Boardâ) reviewed the affairs of the subsidiaries. In accordance with Section 129(3), consolidated financial statements of the Company have been prepared, which forms a part of this Annual Report. Further, a statement containing salient features of the financial statement of the Company''s subsidiaries in Form AOC-1 is appended to the Board''s report.
Policy for determining material subsidiaries of the Company has been provided via the following link: http://sikaglobal.com/www.sikaglobal.com/PDF/AU/2.pdf.
During the year, Aerotek Sika Aviosystems Private Limited was incorporated on 26th June 2015 in partnership with Aerotek Aviation Engineering Limited, UK (âAerotek UKâ), with equity holding in the ratio of 51:49 between your Company (including subsidiaries) and Aerotek UK (including its promoters), to undertake the manufacture and maintenance, repair and overhaul of aeronautical products and systems.
DIRECTORS & KEY MANAGERIAL PERSONNEL
The Company has received necessary declaration from each independent director under Section 149 (7) of the Act that he meets the criteria of independence laid down in Section 149 (6) of the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ).
As per the provisions of the Act, Mr. Kunal Sikka retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.
Four meetings of the board were held during the year. For details of the meetings of the Board, reference may be made to the corporate governance report, which forms part of this report.
During the financial year 2015-16, there were no changes in the Board and Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 134(5) of the Act, the Directors'' Responsibility Statement is given hereunder:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
ii. The Directors have, in the selection of the accounting policies, consulted the statutory auditors and have 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 of the Company for that period;
iii. The Directors have taken proper and sufficient care, for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern basis;
v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
vi. 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.
BOARD EVALUATION
SEBI Listing Regulations mandates that the Board shall monitor and review the Board evaluation framework. The structure includes the evaluation of directors on various parameters such as board dynamics and relationships, information flow, decision making, relationship with stakeholders, company performance, tracking board and committees'' effectiveness, and peer evaluation.
As per the provisions of the Act including Schedule IV, the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management Personnel and their remuneration, which is stated in the corporate governance report that forms part of this report.
AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of this report.
AUDITORS a) Statutory Auditors
Pursuant to Section 139 of the Act and the rules framed there under, Messrs B. N. Subramanya & Co, Chartered Accountants (Firm Registration No. 004142S) were appointed as Statutory Auditors of the Company from the conclusion of the twenty ninth annual general meeting (AGM) of the Company held on September 25, 2014 till the conclusion of the thirty second AGM to be held in the year 2018, subject to ratification of their appointment at every AGM. They have confirmed their eligibility under Section 141 of the Act and the rules framed there under for re-appointment as Auditors of the Company.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs N. K. Hebbar & Associates, a firm of Company Secretaries in Practice to under take the Secretarial Audit of the Company. The report on the Secretarial Audit is annexed herewith.
c) Auditor''s Report and Secretarial Auditor''s Report
The Auditor''s Report and Secretarial Auditor''s Report do not contain any qualifications, reservations or adverse remarks.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention of the accounting records, and the timely preparation of reliable financial disclosures.
RISK MANAGEMENT
The Company has a robust Risk Management framework commensurate with the size and scale of its operations to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the âActâ) are given in note 36 to the Financial Standalone Statements forming part of this report.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, KMP or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Board for approval, wherever required. Prior omnibus approvals of the Audit Committee were obtained for the transactions of repetitive nature, as applicable. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company. Information on transactions with related parties pursuant to section 134 (3) (h) of the Companies (Accounts) Rules, 2014 are annexed herewith in Form AOC-2 and the same forms part of this report.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of the annual return in the prescribed form MGT-9 is annexed herewith.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules there under for prevention and redressal of complaints of sexual harassment at workplace. During the financial year 2015-16, the Company had received zero complaints on sexual harassment, and accordingly nil complaints remain pending as of 31st March 2016.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
a) The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year:
Name of the Director |
Ratio |
Dr. C.G. Krishnadas Nair |
0.87 |
Mr. R.N. Chawhan |
0.87 |
Mr. S. Santhanam |
0.87 |
Mrs. Krishna Sikka |
N.A |
Mr. Rajeev Sikka |
8.69 |
Mr. Kunal Sikka |
7.90 |
b) The percentage increase in remuneration of each Directors and KMPs in the financial year:
Name |
% change |
Dr. C.G. Krishnadas Nair |
- |
Mr. R.N. Chawhan |
- |
Mr. S. Santhanam |
- |
Mrs. Krishna Sikka |
- |
Mr. Rajeev Sikka, Chairman & Managing Director |
31% |
Mr. Kunal Sikka, Whole Time Director & CFO |
20% |
Mrs. Sriee Aneetha M, Company Secretary |
N.A. |
c) The percentage increase in the median remuneration of employees in the financial year 2015-16 over 2014-15:15%
d) The number of permanent employees on the rolls of Company: 47
e) The explanation on the relationship between average increase in remuneration and Company performance: The average increase takes into account the Company performance, inflation rate, market salary increase and trends.
f) Comparison of the remuneration of the KMP against the performance of the Company:
Aggregate remuneration of KMP in FY''16 ( Rs. in Lakhs) |
52.52 |
Revenue ( Rs. In Lakhs) |
4123 |
Remuneration of KMPs (as a % of revenue) |
1.30 |
Profit before Tax (PBT) ( Rs. in Lakhs) |
284 |
Remuneration of KMP (as a % of PBT) |
18.49 |
g) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:
Particulars |
March 31, 2016 |
March 31, 2015 |
% Change |
a. Market Capitalization ( Rs. in crores) |
51.09 |
59.40 |
-13.99 |
b. Price Earnings Ratio |
26.84 |
37.76 |
-28.92 |
h) Percentage increase / decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:
The Company''s share price as at March 31, 2016 has increased 1205% in comparison to the rate at which the Company came out with the last public offer, i.e. Rs. 10/- at the time of the IPO in March 1986.
i) Average percentile increase already made in the salaries of employees other than the managerial personnel in the FY 2015-16 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:
Managerial Remuneration was refixed for CMD & WTO at 2014 AGM, hence the variance in remuneration.
j) Comparison of each of the remuneration of the KMP against the performance of the Company:
(Rs. in lakhs)
Mr. Rajeev Sikka, Chairman & Managing Director |
Mr. Kunal Sikka, Whole Time Director & CFO |
Mrs, Sriee Aneetha .M Company Secretary |
|
Remuneration in FY 16 |
24.81 |
21.97 |
5.74 |
Revenue |
4123 |
||
Remuneration as % of revenue |
0.6 |
0.5 |
0.2 |
Profit before Tax (PBT) |
284 |
||
Remuneration (as % of PBT) |
8.74 |
7.73 |
2.02 |
k) The key parameters for any variable component of remuneration availed by the Directors:
Not applicable as no variable component of remuneration was availed by the Directors.
l) The ratio of the remuneration of the highest paid Director to that of employees who are not Directors, but receive remuneration in excess of the highest paid Director during the year: 0.93
m) Affirmation that remuneration is as per the Remuneration Policy of the Company:
The Company affirms remuneration is as per the Remuneration Policy of the Company.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public and, as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate on corporate governance are appended, which form part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Conservation of Energy:
The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards energy conservation were:
a) Improved monitoring of energy consumption;
b) Creating awareness within the Company on energy conservation;
c) Increased focus on procurement of energy efficient equipment; and
d) Exploring options towards utilization of solar energy.
Technology Absorption, Adaptation and Innovation
a) Technology absorption and adaptation continues to be at core of the Company''s objectives and associated strategy. The Company continues to use the latest technologies for improving productivity and the quality of its products and services. During the year the Company has made continued efforts in developing new designs to meet requirements of customers.
b) The research and development efforts of the Company are customer need based and hence it is a continuous process. Because of its in-house R&D efforts the Company was able to deliver the best solutions to the customers in a cost effective manner, including for participation in import substitution programs for aerospace and defence projects capitalizing on new business opportunities and improvement of existing designs.
c) The Company has not imported any technology during the last three years.
d) The expenditure incurred on Research and Development during the year was Rs. 68.04 lakhs.
Foreign Exchange Earning and Outgo
During the year under review, the Company earned Rs. 972.24 Lakhs in foreign exchange and spent Rs. 3083.48 Lakhs.
MATERIAL CHANGES AND COMMITTMENTS
There have been no significant material changes and commitments affecting the financial position between the end of the financial year and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant orders passed by any regulators or courts or tribunals during the year under review impacting the going concern status and Company''s operations in the future.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, shareholders, customers, lenders, business associates, vendors, and the employees of the Company.
On behalf of the Board of Directors
Rajeev Sikka
Chairman & Managing Director
Bengaluru,
28th July 2016
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twenty-Ninth Annual Report of
the Company and the Audited Statement of Accounts for the year ended
31st March 2015.
FINANCIAL HIGHLIGHTS (Rs. in lakhs)
Standalone
FY 2015 FY 2014
Total Income 3,061.16 2,203.26
Profit (Loss) beforeTax and Depreciation 286.04 239.41
Provision for Taxes 77.79 67.39
Depreciation 51.14 33.87
Profit (Loss) for the Year After
Tax and Depreciation 157.11 138.14
Earnings per Share (in Rs.) 3.71 3.26
Consolidated
FY 2015 FY 2014
Total Income 3,104.26 2,251.27
Profit (Loss) beforeTax and Depreciation 287.92 240.44
Provision for Taxes 75.16 70.12
Depreciation 51.53 35.31
Profit (Loss) for the Year After
Tax and Depreciation 161.23 135.01
Earnings per Share (in Rs.) 3.80 3.18
OPERATIONAL REVIEW
During the year under review, your Company achieved Total Income of Rs.
3,061.16 Lakhs on a standalone basis as compared to Rs. 2,203.26 Lakhs
during the previous Financial Year. After considering Interest,
Depreciation, Foreign Exchange (Loss) / Gain and Tax, the Company has
Net Profit of Rs.157.11 Lakhs for the current year as against Net
Profit of Rs.138.14 Lakhs in the previous year.
As can be seen, both your Company's turnover and net profit increased
as compared to the previous year, despite a persisting weakness in the
domestic macroeconomic environment during the last Financial Year. The
continuation of your Company on a strong growth path was driven by the
positive returns from a customer focused business development approach
combined with the on-time execution of major orders.
Like in previous years, the last Financial Year also saw balancing
investments being made in building infrastructure, design software,
information systems, and design and development activities for the
future benefit of your Company.
RECOGNITION
As your Company continues to be involved in advanced research and
development (R&D), your Directors are pleased to report that the
Company has recently obtained approval as a recognised R&D Centre from
the Department (DSIR) of Scientific and Industrial Research, Department
of Science & Technology, Government of India.
DIVIDEND
The Directors of your Company recommend a dividend of 8% (Rs. 0.80 per
share) subject to the approval of the Members.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 (the "Act") are
given in the Financial Statements.
TRANSFER TO GENERAL RESERVE
No amount is proposed to be transferred to the general reserve.
RISK MANAGEMENT
The Company has a robust Risk Management frame work commensurate with
the size and scale of its operations to identify, evaluate business
risks and opportunities. This framework seeks to create transparency,
minimize adverse impact on the business objectives and enhance the
Company's competitive advantage.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal controls and their adequacy are
included in the Management Discussion & Analysis, which forms part of
this report.
SUBSIDIARY COMPANIES
As on the date of this report, the company has the following subsidiary
companies:
1. Sikka N Sikka Engineers Private Limited
2. EMSAC Engineering Private Limited
3. Sika Tourism Private Limited
The annual accounts of these subsidiary companies were consolidated
with the accounts of the Company for 2014-15. The Annual Accounts of
the subsidiary companies and other relevant information shall be made
available for inspection at the Company's Registered Office.
A statement containing the salient feature of the financial statements
of Company's aforesaid subsidiaries is annexed in the prescribed Form
AOC-1 to this report.
Sterling Technologie Pte Ltd ceased to be a subsidiary of the Company
during the period under review.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public, and as such
no amount on account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Management Discussion
and Analysis, Corporate Governance Report and Auditors' Certificate are
appended to this report.
DIRECTORS
During the year, Dr. J.M. Deb Nath,(DIN: 00902929) Director, tendered
his resignation due to personal commitment, which was accepted in the
Board Meeting held on 30thMarch 2015.The Board places on record its
appreciation of the valuable contributions and guidance provided by Dr.
J.M. Deb Nath.
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, during the year, Mrs. Krishna Sikka was appointed as
Additional Director on 30th March 2015, and she holds office only up to
the date of forthcoming AGM of the Company. Her experience of over 40
years in management and administration will be of immense value to the
Company. The Resolution seeking approval of the Members for her
appointment have been incorporated in the Notice along with brief
details.
At the 28th Annual General Meeting of the company held on 25th
September 2014, the company appointed Dr.C.G.Krishnadas Nair,
Mr.R.N.Chawan and Mr.S.Santhanam as Independent Directors and they have
all given declaration that, they meet the criteria of independence as
laid down under section 149(6) of the Act and Clause 49 of the Listing
Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual performance evaluation
of its own performance, the individual directors as well as the
evaluation of the working of its Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management Personnel and their remuneration, which is stated in
the Corporate Governance Report.
MEETINGS
During the year five Board Meetings were convened and held, the details
of which are given more specifically in the Corporate Governance
Report.
COMMITTEES OF THE BOARD
The details of all the Committees of the Board including the Audit
Committee are provided in the Report on Corporate Governance which
forms part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Directors'
Responsibility Statement is given hereunder:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures if any;
ii. The Directors have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 of the Company for that
period;
iii. The Directors have taken proper and sufficient care, for the
maintenance of adequate accounting records in accordance with the
provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis;
v. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
vi. 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.
KEY MANAGERIAL PERSONNEL
The Company has complied with the requirement of having Key Managerial
Personnel ("KMP") as per the provisions of Section 203 of the Act.
AUDITORS
a) Statutory Auditors
Shekar & Yathish, Chartered Accountants, Bangalore (ICAI Firm
Registration No. 008964S) have resigned from the office of Statutory
Auditors of the Company due to other engagements, resulting into a
casual vacancy in the office of Statutory Auditors. Subsequently, the
Audit Committee and Board in their respective meetings held on
8thAugust 2015 have recommended appointing B. N. Subramanya & Co,
Chartered Accountants, Bangalore (ICAI Firm Registration No. 0041425),
as Statutory Auditors of the Company to fill the casual vacancy. The
Resolution seeking approval of the Members for their appointment has
been incorporated in the Notice along with brief details.
The Auditors' report on the Financial Statements of the Company for the
financial year 2014-15 does not contain any qualifications,
reservations or adverse remarks.
b) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. N K Hebbar & Associates, Company Secretaries
in practice, to undertake the Secretarial Audit of the Company. The
report on the Secretarial Audit is annexed herewith.
The Secretarial Audit Report confirms that the Company has generally
complied with the provisions of the Act, Rules, Regulations, Guidelines
etc., subject to the observations listed therein, which arose due to
there being differing interpretation of the provisions of the new Act
during the transition period. Further to the same, the Directors'
clarifications on the same are as follows.
Observation (a): As per clarification provided by the Ministry of
Corporate Affairs vis-a-vis Section 185 of the Act vide General
Circular No. 03/2014 dated 14/02/2014 loans made by a holding company
to a subsidiary are permitted "in the ordinary course of business" and
such clarification will "be applicable to cases where loans so obtained
are exclusively utilized by the subsidiary for its principal business
activities," which is this case here and hence these loans were in
accordance with the said provisions of the Act.
Observation (b): The complete information as required to be given were
included in the Notice, Explanatory Statement, Board's Report or the
accompanying Audited Financial Statements and hence the same was in
accordance with the said provisions of the Act.
Observation (c): The elaboration provided by Secretarial
Auditors in their report is self- explanatory, i.e. "the Board of
Directors have appointed the Company Secretary at their meeting held on
30.03.2015," and hence the same is in accordance with the Act.
Observation (d): The required e-forms have subsequently been filed as
advised and hence the same is in accordance with the Act
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, KMP or
other designated persons which may have a potential conflict with the
interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval, wherever required. Prior omnibus approvals
of the Audit Committee are obtained for the transactions of repetitive
nature, as applicable. None of the Directors have any pecuniary
relationships or transactions vis-a-vis the Company. The Form for
disclosure of particulars of contracts/arrangements entered into by the
Company with related parties referred to in sub-section (1)of Section
188 of the Act in Form AOC-2 is annexed herewith.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section197(12) read with Rule 5 of
the Companies(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, will be provided on
request. In terms of Section 136 of the Act, the reports and accounts
are being sent to the members and others entitled thereto, excluding
the information on employees' particulars mentioned in Rule 5 of the
said Rule which is available for inspection by the members business
hours on working days of the company up to the date of ensuing Annual
General Meeting. If any member is interested in inspecting the same,
such member may write to the Company Secretary in advance.
CONSERVATION OF ENERGY
The operations of the Company are not energy intensive. However,
adequate measures have been taken to conserve and reduce the energy
consumption.
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Technology absorption and adaptation continues to be at core of the
Company's objectives and associated strategy. During the year the
Company has developed new designs to meet requirements of customers.
The research and development efforts of the Company are customer need
based and hence it is a continuous process. Because of its in-house R&D
efforts the Company was able to deliver the best solutions to the
customers in cost effective manner.
FOREIGN EXCHANGE EARNING AND OUTGO
Foreign Exchange Earnings and Outgo are reported in Notes to Accounts
No.32 forming part of the Audited Financial Statements for the year
ended 31stMarch, 2015.
SIGNIFICANT AND MATERIAL ORDERS
There were no significant and material orders passed by any Regulators
or Courts or Tribunals during the year under review impacting the going
concern status and company's operations in future.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support which the Company has received from its promoters,
shareholders, customers, lenders, business associates, vendors, and the
employees of the Company.
On behalf of the Board of Directors
Rajeev Sikka
Chairman & Managing Director
Bangalore, 8th August 2015 DIN : 00902887
Mar 31, 2014
To the Members,
The Directors are pleased to present the Twenty-Eighth Annual Report of
the Company and the Statement of Accounts for the year ended 31st March
2014.
FINANCIAL HIGHLIGHTS (Rs. in lakhs)
Year ended Year ended
31st March, 2014 31st March, 2013
Total Income 2203.26 750.29
Profit (Loss) beforeTax and Depreciation 239.41 117.30
Provision for Taxes 67.39 26.50
Depreciation 33.87 25.79
Profit (Loss) for the Year After Tax and
Depreciation 138.14 64.01
Earnings per Share (in Rs.) 3.26 1.51
OPERATIONAL REVIEW
During the year under review, your Company achieved Total Income of Rs.
2203.26 Lakhs as compared to Rs. 750.29 Lakhs during the previous
Financial Year. After considering Interest, Depreciation, Foreign
Exchange (Loss) / Gain and Tax, the Company has Net Profit of Rs. 138.14
Lakhs for the current year as against Net Profit of Rs. 64.01 Lakhs in
the previous year.
As can be seen, both your Company''s turnover and net profit increased
as compared to the previous year, despite a continued deterioration in
the domestic macroeconomic environment during the last Financial Year.
The return of your Company to a strong growth path was driven by the
positive returns from a customer focused business development approach
combined with the successful completion of "unrealised" engineering
effort relating to ongoing orders at the end of the previous Financial
Year.
Like in previous years, the last Financial Year also saw significant
investments have been made in building infrastructure, design software,
information systems, and design and development activities for the
future benefit of your Company.
DIVIDEND
The Directors of your Company recommend a dividend of 8% (Rs. 0.80 per
share) subject to the approval of the Members. The dividend has been
increased (from 6% in the previous year) in view of the good financial
performance of the Company.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act 2013.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement executed with the Stock
Exchange, a Management Discussion and Analysis,
Corporate Governance Report and Auditors'' Certificate are included in
the Annual Report.
DIRECTORS
Dr. J.M. Debnath, Director, retires by rotation and being eligible, has
offered himself for reappointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Dr. C.G.
Krishnadas Nair and Mr. R.N. Chawhan as Independent Directors of the
Company. In line with this, during the year, Mr. S. Santhanam was
appointed as Additional Director on 29th March 2014, and as per the
provisions of Companies Act, 1956, he holds office only up to the date
of forthcoming AGM of the Company. In this regard, the Company has the
received requisite notice in writing from a Member proposing Mr
Santhanam for appointment as an Independent Director of the Company.
As per section 149(4) of the Companies Act, 2013 (Act), which came into
effect from 1st April 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Directors. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office for a period of 5 (five) consecutive years from the conclusion
of this AGM as mentioned in the Notice.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act
2013, the Directors'' Responsibility Statement is given hereunder:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures if any;
ii. The Directors have, in the selection of the accounting policies,
consulted the statutory auditors and have 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 of the Company for that
period;
iii. The Directors have taken proper and sufficient care, to the best
of their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis.
SUBSIDIARY COMPANIES
As on the date of this report, the company has the following subsidiary
companies:
1. Sikka n Sikka Engineers Private Limited
2. EMSAC Engineering Private Limited
3. Sika Tourism Private Limited
4. Sterling Technologie Pte Ltd (Singapore)
The Ministry of Corporate Affairs, Government of India, has granted a
general exemption to Companies from attaching the Annual Accounts in
respect of its subsidiary companies. The Annual Accounts of the
subsidiary companies and other relevant information shall be made
available for inspection at the Company''s Registered Office.
As required under the Listing Agreement with the Stock Exchange, in
accordance with the Accounting Standard (AS 21), the audited
consolidated financial statement of the Company forming part of this
report is attached hereto.
AUDITORS
M/s. Shekar & Yatish (ICAI Firm Registration No. 008964S), Chartered
Accountants, who are the Statutory Auditors of the Company, hold office
until the conclusion of the forthcoming AGM, and being eligible offer
themselves for reappointment.
As required under Section 224 of the Companies Act, 2013, M/s. Shekar &
Yathish have furnished a certificate of its eligibility for
reappointment.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be given under
Section 217(2A) (a) of the Companies Act 2013 read with the Companies
(Particulars of Employees) Rules, 1975.
DISCLOSURES PURSUANT TO SECTION 217 (1) (e) OF THE COMPANIES ACT, 2013
The information as required under the above Section is given in
Annexure and forms part of this Report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation of the
support which the Company has received from its customers,
shareholders, promoters, lenders, business associates, vendors, and the
employees of the Company.
For and on behalf of the Board of Directors
Rajeev Sikka
Bangalore, 06thAugust, 2014 Chairman & Managing Director
Mar 31, 2013
The Directors are pleased to present the Twenty-Seventh Annual Report
of the Company and the Audited Statement of Accounts for the year ended
31st March, 2013.
FINANCIALS HIGHLIGHTS
(in ,akhs)
Year ended Year ended
31s''March,
2013 31s''March,
2012
Total Income 75029 1,185.23
Profit (Loss) before Tax
and Depreciation 226.84
Provision for Taxes 2650 66 30
Depreciation 2579 19.14
Profit (Loss) for the Year After
Tax and Depreciation 6401 13174
"Earnings per Share (inn 1.51 3.11
OPERATIONAL REVIEW
During the year under review, your Company achieved Total Income of X
750.29Lakhs as compared to Rs. 1185.23 Lakhs during the previous
Financial Year. After considering Interest, Depreciation, Foreign
Exchange (Loss) /Gain and Tax, the Company has Net Profit of Rs. 131.74
Lakhs in the previous year.
Both your Company''s turnover and net profit decreased as compared to
the year earlier period, due to a continued deterioration in the
macroeconomic environment during the last Financial Year coupled with
the projects-driven nature of your Company''s business. Delays in
receiving certain design-related approvals from customers led to
execution rescheduling, which meant your Company had a material amount
of "unrealised" engineering effort relating to ongoing orders at the
end of the last Financial Year. The successful execution of these
orders in the current Financial Year is likely to see your Company
return to the growth path barring any unforeseen circumstances.
Like previous years, last Financial Year also, significant investments
have been made in building infrastructure, purchase design software
information systems, and design and development activities for the
future benefit of your Company.
DIVIDEND
The Directors of your Company are pleased to maintain a dividend of 6%
(Rs. 0.60 per share) subject to the approval of the share holders. This
will amount to a total dividend payout of Rs. 25,44,105/- (excluding
dividend distribution tax) for the Financial Year ended 31st March,
2013 for shareholders whose names appear in the Register of Members as
on date of AGM.
The Dividend has been kept unchanged as the Company wants to finance
its expansion program through internal accruals. It is expected that
the benefits of this expansion will be reflected in the performance of
the Company in theyearstocome.
SUBSIDIARY COMPANIES
As on the date of this report, the company has the following subsidiary
companies:
1. Sikka n Sikka Engineers Private Limited
2. EMSAC Engineering Private Limited
3. Sika Tourism Limited
The Ministry of Corporate Affairs, Government of India, has granted a
general exemption to Companies from attaching the Annual Accounts in
respect of its subsidiary companies. The Annual Accounts of the
subsidiary companies and other relevant information shall be made
available for inspection at the Company''s Registered Office.
As required under the Listing Agreement with the Stock Exchange, in
accordance with the Accounting Standard (AS21),the audited consolidated
financial statement of the Company forming part of this report is
attached hereto.
DIRECTORS
Dr. C. G. Krishnadas Nair, Director retires by rotation in the
forthcoming Annual General Meeting, and being eligible, offers himself
for re-appointment.
AUDITORS
M/s. Shekar & Yathish, Chartered Accountants, who are the Statutory
Auditors of the Company, hold office until the conclusion of the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
As required under under Section 224 of the Companies Act, 1956, M/s.
Shekar & Yathish has furnished a certificate of its eligibility for
re-appointment.
CORPORATEGOVERNANCE
To comply with conditions of Corporate Governance, pursuant to Clause
49 of the Listing Agreements with the Stock Exchange, a Management
Discussion and Analysis Statement, Report on Corporate Governance and
Auditors'' Certificate, are included in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Directors'' Responsibility Statement is given hereunder:
i. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures if any;
ii. The Directors have, in the selection of the accounting policies,
consulted the Statutory Auditors and have 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 of the Company for that
period;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis.
FIXED DEPOSITS
YourCompany has not accepted anydeposits from the publicunder section
58Aofthe Companies Act, 1956.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be given under
Section 217(2A) (a) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
DISCLOSURES PURSUANTTO SECTION 217(1) (e) OFTHE COMPANIES ACT, 1956.
The information as required under the above Section is given in
Annexure and forms part of this Report.
ACKNOWLEDGEMENTS
On behalf of the Directors of the Company, I would like to place on
record our deep appreciation to our Shareholders, Customers, Business
Partners, Vendors, Bankers, Defence Research and Developmental
Organizations, and Central and State Governments, for their continued
support. The Directors express their gratitude and since reappreciation
to all the employees of the Company for their contributions, hard work,
and commitment.
Bangalore, 30»May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the Twenty-Sixth Annual Report of
the Company and the Audited Statement of Accounts for the year ended
31st March, 2012.
FINANCIAL HIGHLIGHTS (Rs.in lakhs)
Year ended Year ended
31st March, 2012 31st March, 2011
Total Income 1,185.23 1,122.00
Profit (Loss) before Tax
and Depreciation 226.84 180. 02
Provision for Taxes 66.30 53.68
Depreciation 19.14 17.49
Profit (Loss) for the Year
After Tax and Depreciation 131.74 108.87
Earnings per Share (in Rs.) 3.11 2.57
OPERATIONAL REVIEW
During the year under review, your Company achieved Total Income of
Rs.1185.23 Lakhs as compared to Rs.1122.00 Lakhs during the previous
Financial Year. After considering Interest, Depreciation, Foreign
Exchange (Loss) / Gain and Tax, the Company has Net Profit of Rs.131.75
Lakhs for the current year as against Net Profit of Rs.108.87 Lakhs in
the previous year.
Both your Company's turnover and Net Profit increased as compared to
the previous year, despite challenging macroeconomic backdrop that
included persistent inflationary pressures with the Reserve Bank of
India hiking interest rate by a cumulative of 175 basis points during
the last Financial Year. In addition, the Company was also affected by
the dramatic volatility in the Rupee, the significant weakening of
which has also had an impact on bottom-line. Your Company is evaluating
steps to mitigate the impact of these various macroeconomic factors.
During the last Financial Year, significant investments have been made
in building infrastructure, purchase of advanced machinery, design
software, data security, information systems, and design and
development activities for the future benefit of your Company.
DIVIDEND
The Directors of your Company are pleased to maintain a dividend of 6%
(Rs. 0.60 per share) subject to the approval of the shareholders. This
will amount to a total dividend payout of Rs.25,44,105/- (excluding
dividend distribution tax) for the Financial Year ended 31st March,
2012 for shareholders whose names appear in the Register of Members as
on date of AGM.
The Dividend has been kept unchanged as the Company wants to finance
its expansion program through internal accruals. It is expected that
the benefits of this expansion will be reflected in the performance of
the Company in the years to come.
SUBSIDIARY COMPANIES
As on the date of this report, the company has the following subsidiary
companies:
1. Sikka n Sikka Engineers Private Limited
2. EMSAC Engineering Private Limited
3. Sika Tourism Limited
The Ministry of Corporate Affairs, Government of India, has granted a
general exemption to Companies from attaching the Annual Accounts in
respect of its subsidiary companies. The Annual Accounts of the
subsidiary companies and other relevant information shall be made
available for inspection at the Company's Registered Office.
As required under the Listing Agreement with the Stock Exchange, in
accordance with the Accounting Standard (AS 21), the audited
consolidated financial statement of the Company forming part of this
report is attached hereto.
DIRECTORS
Mr R N Chawhan, Director retires by rotation in the forthcoming Annual
General Meeting, and being eligible, offers himself for re-appointment.
AUDITORS
M/s. Shekar & Yathish, Chartered Accountants, who are the Statutory
Auditors of the Company, hold office until the conclusion of the
forthcoming Annual General Meeting, and being eligible offer themselves
for re-appointment.
As required under under Section 224 of the Companies Act, 1956, M/s.
Shekar & Yathish has furnished a certificate of its eligibility for
re-appointment.
CORPORATE GOVERNANCE
To comply with conditions of Corporate Governance, pursuant to Clause
49 of the Listing Agreements with the Stock Exchange, a Management
Discussion and Analysis Statement, Report on Corporate Governance and
Auditors' Certificate, are included in the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956, the Directors' Responsibility Statement is given hereunder:
i. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures if any;
ii. The Directors have, in the selection of the accounting policies,
consulted the Statutory Auditors and have 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 of the Company for that
period;
iii. The Directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956,
for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts on a going concern
basis.
FIXED DEPOSITS
Your Company has not accepted any deposits from the public under
section 58A of the Companies Act, 1956. PARTICULARS OF EMPLOYEES
There is no employee whose particulars are required to be given under
Section 217 (2A) (a) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975.
DISCLOSURES PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
The information as required under the above Section is given in
Annexure and forms part of this Report.
ACKNOWLEDGEMENTS
On behalf of the Directors of the Company, I would like to place on
record our deep appreciation to our Shareholders, Customers, Business
Partners, Vendors, Bankers, Defence Research and Developmental
Organizations, and Central and State Governments, for their continued
support. The Directors express their gratitude and sincere appreciation
to all the employees of the Company for their contributions, hard work,
and commitment.
For and on behalf of the Board of Directors
Bangalore, 20th August, 2012 Rajeev Sikka
Chairman & Managing Director
Mar 31, 2010
The Directors are pleased to present the Twenty Fourth Annual Report
along with Audited Statement of Accounts for the year ended 31st March
2010
FINANCIALS RESULTS
Rs in lakhs
31/3/2010 31/3/2009
Total Income 11,07,44,581 12,90,88,279
Profit (Loss) before taxa
depreciation 2,83,45,960 3,69,53,754
Provision for taxes 87,35,000 1,24,84,383
Depreciation 16,20,695 16,22,000
Profit (Loss) for the year after
tax and depreciation 1,76,22,344 2,28,47,371
Earning per share 4.16 5.39
OPERATIONAL REVIEW.
Your company has posted turnover of Rs.1107.44 Lakhs & profit of Rs.
267.25 lakhs before tax for the year 2009-10. There has been a
reduction in turnover & profitability due to the recession. The Company
would be on the growth path in the current year barring unforeseen
circumstances.
Your company has taken up construction of engineering complex at
Bangalore which will be completed in the current financial year.
DIVIDEND
Your Directors have recommended a dividend of 6% on 4240175 equity
shares of Rs.10/- each absorbing Rs. 25,44,105/ - excluding tax for the
year ended 31st March 2010 for the share holders whose name appear in
the register of members as on date of book closure.
The Dividend has been kept unchanged as the Company has taken up an
expansion program involving financial outlay in the current year. The
benefit of the expansion project will be reflected in the performance
of coming years.
SUBSIDIARY COMPANIES
The Company has following subsidiary companies: -
1) M/s.Sikka n Sikka Engineers Pvt Ltd
2) M/s.EMSAC Engineering Pvt Ltd
3) M/s.SIKA UK Ltd
Annual report of all subsidiary companies for the year ended 31st March
2010 is attached to the Balance sheet of the Company.
Sikka n Sikka Engineers Pvt Ltd is a 100% subsidiary of the Company.
EMSAC Engineering Pvt Ltd specialized in Servo systems and control
systems including specialized design software, application engineering
and support, Hardware etc. EMSAC is developing a competent team with
specilised training in India and abroad.
SIKA UK Ltd located in UK specializes in Fasteners of exotic materials
for Aerospace and Defense both for India and European markets.
As required under the listing agreements with the Stock exchange a
consolidated financial statement of the Com- pany and its subsidiaries
is attached. The Consolidated Financial Statements have been prepared
in accordance with accounting standards 21 issued by the Institute of
Chartered Accountants of India.
DIRECTORS
Mr.R.N.Chawhan, Director and Dr,J.M.Deb Nath Director retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment. The proposals regarding their
re-appointment as Directors are placed for your approval.
TERM LOAN
The Company for its expansion by way of manufacturing facilities is
funding the project through internal accruals and debt
CORPORATE GOVERNANCE CODE
As per Clause 49 of the listing agreement with the Stock Exchange, the
Company complies with the corporate Governance practices as enunciated
in the listing agreement, Corporate Governance report and Management
discussions 6t analysis are annexed, which form part of this report.
OTHER PARTICULARS
Information as per Section 217 (2A) of the Companies Act, 1956 read
with the Companies (particulars of the employ- ees) Rules 1975 : is
NIL.
FIXED DEPOSITS
During the year ended 31st March, 2010, your Company has not accepted
any deposits within the meaning of Sec.58A of the Companies Act, 1956,
read with companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT.
The Directors responsibility statement, setting out the compliance with
the accounting and financials reporting requirements specified under
section 217(2AA) of the Companies Act, 1956 is annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGOINGS
Under the Companies (disclosure of particulars in the report of Board
of Directors) Rules, 1988 is annexed to this report.
AUDITORS
M/s.M/s.Shekar & Yathish, Chartered Accountants & Auditors of the
company retire at the conclusion of the ensuing Annual General Meeting
and offers themselves for re-appointment.
ACKNOWLEDGEMENT
Your Directors would like to thank all stake holders for their
co-operation Et continued support. We deeply appreciate your support
and look forward to your continued support for future growth.
On Behalf of the Board of Directors
Place: Bangalore
Date : 16.08.2010 RAJEEV SIKKA
Chairman & Managing Director