Dear Shareholders,
Your Board of Directors have immense pleasure in presenting the 16th
Annual Report of your Company together with the Audited Accounts for the FY ended 31st
March 2024.
1. FINANCIAL RESULTS:
(H In Crores except EPS)
Particulars |
FY 2023-24 |
FY 2022-23 |
Revenue from Operations |
1373.55 |
1351.47 |
EBIDTA |
211.65 |
212.53 |
Finance Cost |
52.87 |
45.51 |
Depreciation and Amortization expense |
47.91 |
41.01 |
Profit before Taxation (PBT) |
134.68 |
133.57 |
Tax Expenses |
35.10 |
36.96 |
Deferred Tax |
1.29 |
0.98 |
Profit after Taxation (PAT) |
100.87 |
97.59 |
Earnings Per Equity Share (in H) |
7.51 |
8.11 |
Paidup Equity Capital |
30.67 |
25.26 |
2. REVIEW OF PERFORMANCE & COMPANY'S STATE OF AFFAIRS:
As you are aware, this 16th Annual Report of your Company happens to be
the maiden Report subsequent upon completion of its IPO. During the year under review, the
funds received by way of Issue proceeds were deployed into the business operations of the
Company in line with the schedules drawn for the funds utilisation. This augmented the
financial strength of your Company and relaxed the debt pressure in terms of interests
cost and repayment of loans. The combined performance of new stores opened during the year
and that of the existing stores resulted in an operational turnover of H 1373.55 Crores
for the FY 2023-24. This was slightly higher when compared to the operational turnover for
the previous FY 2022-23. Further, even in terms of Profit after Taxation ( PAT), your
Company reported a similar pattern. The PAT for FY 2023-24 stood at H 100.87 Crores when
compared to H 97.59 for the previous
FY 2022-23. If expressed in terms of percentile growth, the operational
revenue was 1.63 % higher for the FY 2023-24 than that of previous FY 2022-23. Similarly,
PAT was 3.36 % higher for the FY 2023-24 than that of previous FY 2022-23. The management
of your Company is confident of achieving the business targets laid out in terms of the
prospectus issued by it in connection with the IPO.
During the FY 2023-24, your Company has opened the following new
stores:
Sl. No. Format |
Date of Opening |
Store Location |
1. Kanchipuram Varamahalakshmi Silks |
15th October, 2023 |
Coimbatore, Tamilnadu |
2. Kanchipuram Varamahalakshmi Silks |
16th October, 2023 |
Coimbatore, Tamilnadu |
3. Kanchipuram Varamahalakshmi Silks |
06th November, 2023 |
Poonamallee, Tamilnadu |
4. Kanchipuram Varamahalakshmi Silks |
07th January, 2024 |
Salem, Tamilnadu |
5. Kanchipuram Varamahalakshmi Silks |
04th March, 2024 |
Khammam, Telangana |
6. Kanchipuram Varamahalakshmi Silks |
15th March, 2024 |
Hosur, Tamilnadu |
Further, one of the existing stores (Kalamandir format), located in
Khammam has been converted into the "Kanchipuram Varamahalakshmi Silks" format.
Thus, as on March 31, 2024, the total stores tally stands (under
various formats) as hereunder:
Kanchipuram Varamahalakshmi Silks |
KLM Fashion Mall |
Kalamandir |
Mandir |
Total |
25 |
19 |
12 |
4 |
60 |
All the new stores have recorded excellent performance, in terms of
customer response and sales turnover.
3. INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES
Your Board of Directors are pleased to inform that during the FY
2023-24, your company successfully completed the Initial Public offering (IPO) of its
equity shares aggregating 5,40,99,027 Equity shares of H 2 /- each. This comprised of a
Fresh issue of 2,70,27,027 Equity shares of H 2 /- each aggregating H 600 Cr and an Offer
for sale of 2,70,72,000
Equity shares of H 2 /- each by the Promoters and Promoters Group
members aggregating H 601 Cr. The Equity shares of the Company have been listed on
National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) effective September
27, 2023. Objects of the Offer / allocation of net proceeds of the fresh issue (as per
Prospectus):
Sl. No. Particulars |
Amount in Cr |
1 Capital expenditure towards setting-up of
30 new stores |
125.08 |
2 Capital expenditure towards setting-up of
two warehouses |
25.40 |
3 Working capital requirements |
280.07 |
4 Repayment or pre-payment, in full or part,
of certain borrowings availed by our Company |
50.00 |
5 General Corporate Purposes |
85.68 |
Total |
566.23 |
6 Offer related expenses in relation to Fresh
Issue |
33.77 |
TOTAL |
600.00 |
UTILISATION OF IPO PROCEEDS
The Company has appointed CARE Ratings Limited as the Monitoring Agency
in accordance with Regulation 41 of SEBI (ICDR) Regulations, 2018 in order to monitor the
utilization of IPO proceeds. Your Company has obtained quarterly monitoring reports from
the Monitoring agency and has filed the same with both the Stock exchanges where the
equity shares of the Company are listed. The Proceeds realized by the Company from the
Initial Public Offering shall be utilized as per the objects of the offer as disclosed in
the prospectus of the Company.
Out of the issue proceeds of H 566.23 Cr (net of offer related
expenses), the Company has utilized the funds as per the below mentioned table:
Amount in Cr
Sl. No. Particulars |
Amount to be utilized |
Amount utilized as on 31.03.2024 |
Un utilized Amount as on 31.03.2024 |
1 Capital expenditure towards setting-up of
30 new stores |
125.08 |
27.56 |
97.52 |
2 Capital expenditure towards setting-up of
two warehouses |
25.40 |
0.94 |
24.46 |
3 Working capital requirements |
280.07 |
115.98 |
164.09 |
4 Repayment or pre-payment, in full or part,
of certain borrowings availed by our Company |
50.00 |
47.12 |
2.88 |
5 General Corporate Purposes |
85.68 |
70.55 |
15.13 |
Total |
566.23 |
262.15 |
304.08 |
There has been no deviation in the utilization of the IPO proceeds of
the Company. The monitoring agency reports are available at the Company's website
https://sskl.co.in/ investor-relations/ipo updates
4. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
As discussed elsewhere in this Report, the Company has spent an amount
of H 262.15 out of the Issue proceeds of H 566.23(net of offer related expenses), as on
31st March, 2024. Further, out of the unutilized amount of Rs
262.15 Cr an amount of
Rs 54.62 has been utilized till the date of this Report.
Further, save and except as discussed in this report, there have been
no material changes affecting the financial position of the Company between the end of the
financial year and date of this report.
5. DIVIDEND:
Your company has formulated a Dividend Distribution Policy, with an
objective to provide the dividend distribution framework to the stakeholders of the
company. The Policy sets out various financial, internal and external factors, which shall
be considered by the Board in determining the dividend pay-out. The policy is available on
the website of the company i.e., https://sskl.co.in/wp-content/
uploads/2022/07/Dividend-Distribution-Policy-SSKL.pdf
Your Board of Directors, after considering the profitability for the
year under review and returns for the equity shareholders, has recommended a final
dividend of H 1. /- (i.e., 50% on the paid-up value of share) per equity share of H 2/-).
This dividend is subject to the approval of the shareholders at the ensuing Annual General
Meeting.
6. TRANSFER TO RESERVES:
We do not propose any amount to be transferred to the Reserves for the
current Financial Year.
7. NATURE OF BUSINESS
Primarily, there has been no change in the nature of business of your
Company during the under review and the company continues to carry on its existing
business operations in retail textiles. However, with an objective of providing its
customers with ethnic silver jewellery items, premium silver accessories (i.e., bracelets,
rings, necklace, ear rings etc., the company launched a silver brand "Rasamayi"
thus making a modest foray into the silver jewellery space.
8. SHARE CAPITAL:
The Share Capital of the Company as on 31.03.2024, and also as on date
of this Report, stands as follows:
Sl. No. Particulars |
(Amt. in J) |
1. Authorised Capital: 21,00,00,000 |
42,00,00,000 |
Equity Shares of H 2/- each |
|
2. Issued, Subscribed & Paid-up capital:
15,33,66,112 Equity Shares of H 2/- each |
30,67,32,224 |
Total Equity Capital (including 60,16,145
equity shares held by SSKL Employees Trust ) |
30,67,32,224 |
Pursuant to the Initial Public offering, the Company had allotted
27,027,027 equity shares of H 2 /- each on September 25, 2023 and accordingly the total
paid up share capital of the Company as on March 31, 2024 stands at H 30,67,32,224 /-
divided into 15,33,66,112 Equity shares of face value of H 2 /- each. Subsequent to the
said, there has been no change in the share capital of the Company.
9. CREDIT RATING
The details of Credit rating, as applicable currently, obtained from
Indiaratings Limited is as follows :
S.No Facilities |
Amount in Cr |
Rating |
Rating Action |
1 Fund Based working capital facilities |
H 180 Cr |
IND A/Positive/IND A1 |
Upgraded from IND A-/Stable/IND A2+ |
2 Term Loan |
H 25.23 Cr |
IND A/Positive |
Upgraded from IND A-/Stable |
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The appointment and remuneration of Directors are governed by the
policy devised by the Nomination and Remuneration Committee of the Company. The
remuneration policy is available at company website https://sskl.co.in/wp-content/
uploads/2022/07/Remuneration-Policy.pdf The following are the Directors / Key Managerial
Personnel (KMP) of the Company:
Sl. No. Name |
Designation |
1 Mr. Ravindra Vikram Mamidipudi |
Chairman & Independent Director |
2 Mr. Nagakanaka Durga Prasad Chalavadi |
Managing Director |
3 Mr. Kalyan Srinivas Annam |
Whole Time Director |
4 Mr. Doodeswara Kanaka Durgarao Chalavadi |
Whole Time Director |
5 Mr. Pramod Kasat |
Independent Director |
6 Mr. Venkata Ramakrishna Kunisetty |
Independent Director |
7 Ms. Sirisha Chintapalli |
Independent Director |
8 Mr. Venkata Lakshmi Narasimha Sarma
Konduri |
Chief Financial Officer |
9 Mr. Matte Koti Bhaskara Teja |
Company Secretary |
Apart from the Key Managerial Personnel mentioned above, the following
employees form part of the Senior management of our Company:
Sl. No. Name |
Designation |
1 Mr. Mohana Durgarao Chalavadi |
Senior Vice President |
2 Mr. Venkata Rajesh Annam |
Senior Vice President |
3 Mr. Rachamadugu Balaji Bharadwaj |
Senior Vice President |
4 Mr. Chakradhar Boorlagadda |
Head of Sourcing & Strategy |
The Constitution of the Board of the Company is in accordance with
section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
obligation and Disclosure Requirements) (LODR) Regulations 2015.
There was no change in the office of Director / KMPs of the Company
during the FY 2023-24 and till the date of this Report.
RETIREMENT BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Doodeswara Kanaka Durgarao Chalavadi (DIN 02689280), Whole Time Director, is liable to
retire by rotation and being eligible for reappointment at the ensuing Annual General
Meeting (AGM) of the Company, has offered himself for reappointment. His details as
required under SEBI (LODR) Regulations, 2015 are provided in the accompanying notice
convening the ensuing AGM of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received respective declarations from all the
Independent Directors confirming that they meet the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in
the circumstances affecting their existing status as independent directors of your
Company. In compliance with Schedule IV to the Companies Act, 2013 the Independent
Directors held their meeting on 26.03.2024 without the presence of non-independent
directors and members of the management, inter alia, to discuss the following:
Noting the report of performance evaluation of the Board from the
Chairman of the Board;
Review of the performance of non-independent directors and the
Board;
Review of the performance of the Chairman of the Company;
Assessment of the quality, quantity and timeliness of flow of
information to the Board; All the Independent Directors were present at the aforesaid
meeting.
BOARD AND COMMITTEESS MEETINGS
The Board of Directors met Ten (10) Times during the financial year
2023-24. The details of the Board and Committee meetings and the attendance of the
Directors are mentioned in the Corporate Governance Report (Annexure-VII).
The Board of Directors of the Company have formed various committees,
as per the provisions of the Companies Act and SEBI (LODR) Regulations. The terms of
reference and the constitution of these committees are in compliance with the applicable
laws. In order to ensure focused attention on business and for better governance and
accountability, the Board has constituted the following committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Corporate Social Responsibility Committee
e. Risk Management Committee
f. Executive Management & IPO Committee
g. Internal Compliance committee / POSH Committee
The details with respect to the composition, terms of reference, number
of meetings held by the aforesaid committees are given in the "Corporate Governance
report" of the Company which is presented in a separate section and forms part of the
Annual report of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)
Regulations 2015 the board has carried out the evaluation of its own performance and that
of its committees and the individual directors. The performance evaluation of Non
independent Directors, the Board as a whole and chairperson is carried out by the
Independent Directors in their separate meeting.
The evaluation process consisted of structured questionnaires covering
various aspects of the functioning of the Board and its committees, such as composition,
experiences and competencies, performance of specific duties and obligations, governance
issues etc. The board also carried out the evaluation of the performance of the individual
directors based on criteria such as contribution of the directors at the meetings,
strategic perspective or inputs regarding the growth and performance of the Company etc.
Further, performance evaluation criteria for the independent directors
is disclosed in the corporate governance report forming part of the Annual Report.
FAMILIARISATION PROGRAMME
Pursuant to the SEBI Regulations, the Company has designed a
Familiarisation Programme for the Independent Directors, with a view to familiarise them
with their role, rights and responsibilities in the Company, nature of Industry in which
the Company operates, business model of the Company etc. Through the Familiarisation
Programme, the Company apprises the independent directors of the developments, if any, in
the business model, corporate strategy, business plans, finance, human resources,
technology, quality, facilities, risk management strategy, governance policies and
operations of the Company.
11. HUMAN RESOURCES
The Company has a constant focus on attracting, developing and
retaining talent. We believe that our employees are our key strength, and their
development and well being is crucial to sustain organization success. The Company is
constantly engaging in several initiatives to develop employees holistically to ensure
that the Company has competent employees in all the functions of business. We are
implementing robust HR practices and processes to enhance employee experience to delivery
exemplary results. Some of these initiatives include Learning management process,
Leadership development competency development, rewards and recognition.
12. ESOP
As you are aware, your Company, during the previous FY 2022-23 had
instituted an ESOP Scheme for the enduring benefits to its employees, under the name and
style Sai Silks (Kalamandir) Limited Share based employee Scheme 2022. A
Trust under the name and style "SSKL Employees Trust" has
also been formed in this regard. The Company, under the said Scheme may grant an aggregate
number of up to 6,016,145 employee stock options, in one or more tranches. The purpose of
the ESOP Scheme is, among other things, to:
(a) motivate the employees to contribute to the growth and
profitability of our Company;
(b) achieve sustainable growth and to create value to the Shareholders
by aligning the interests of the employees with the long-term interests of our Company;
and
(c) incentivize the senior and critical talents in line with corporate
growth and creation of Shareholders' value. Pursuant to the said Scheme, your
Company, during the FY 2022-23 had issued and allotted 60,16,145 equity shares of face
value H 2 /- each at a price of H 22 /- (including a premium of H 20 /-) to SSKL Employees
Trust. No options have been granted pursuant to the ESOP Scheme till date.
It is confirmed that the Scheme is in compliance with the SEBI (Share
Base Employee Benefits and Sweat Equity) Regulations, 2021 and during the year under
review no material changes were made to the Scheme.
Certificate has been obtained from M/s. P.S. Rao & Associates,
Company Secretaries, confirming that the scheme has been implemented in accordance with
the SEBI Regulations and it will be placed at the forthcoming Annual General Meeting of
your Company for inspection by the members.Hence, the Disclosure under Regulation 34(3)
read with Schedule V of the Listing Regulations is not applicable.
13. SUBSIDIARY COMPANIES, ASSOCIATE & JOINT VENTURES
The Company does not have any Subsidiary or Joint venture or Associate
Company as on the closure of the financial year under report and even as on the date.
Further no Company has become or ceased to be the Subsidiary or Joint venture or Associate
of your Company during the financial year.
14. RELATED PARTY TRANSACTIONS
The Company has not entered into any related party transaction(s),
which are not at arm's length basis during the FY ended 31st March, 2024.
During the FY 2024, all the contracts /arrangements/ transactions
carried out by the Company with its related parties were in the ordinary course of
business and on arm's length basis and were in compliance with the provisions of the
Companies Act. The details of related party transactions, which were carried out pursuant
to contracts entered into during previous year(s) are provided at Note No.45 which form
part of the notes to financial statements. As per clause (h) of Section 134 (3) of the
Companies Act, 2013, the particulars of related party transactions are disclosed in Form
No.
AOC 2 which is appended as Annexure - I to this
Report. Further your company has formulated a policy on materiality of Related Party
Transactions and on dealing with Related Party Transactions and has been approved by its
Board. It can be accessed at https://sskl.co.in/wp-content/uploads/2022/07/
Policy-On-Related-Party-Transactions.pdf
15. PUBLIC DEPOSITS
The Company has neither accepted nor repaid any deposits during the
financial year ended on 31.03.2024. Further, there were no outstanding deposits as at the
beginning of the FY or at any time during the financial year 2023-24. Hence, no details
are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies
(Accounts) Rules, 2014.
Further, the Company has not borrowed any amounts from its Directors
during the FY ended 31st March, 2024 and there were no amounts receivable as on 31st
March, 2024.
16. LOANS, GUARANTEES AND INVESTMENTS:
During the year under review, the Company has not made any loans,
investment or given any guarantee or provided any security as contemplated under Section
186 of the Companies Act, 2013.
17. ACCOUNTING TREATMENT
The Accounting Treatment is in line with the applicable Indian
Accounting standards (IND-AS) recommended by the Institute of Chartered Accountants of
India (ICAI) and prescribed by the Central Government.
Search and seizure of operations in the premises was conducted in
May 2023, by income tax department under section 132 of Income Tax Act,1961. Information
and documents have been submitted to income tax department as per information called from
time to time. Scrutiny proceedings are in progress and as on date neither income tax
demand determined nor levied consequent to such operations.
18. AUDITORS: a) STATUTORY AUDITORS
In accordance with the provisions of section 139 of the Companies Act
2013 and the rules made thereunder, M/s. Sagar & Associates (Regd No. FRN 003510S),
Chartered Accountants, Hyderabad, as statutory auditors of the Company shall continue to
hold their office till the conclusion of 18th Annual General meeting of the company at a
remuneration fixed by the Board of Directors of the Company in consultation with Auditors
as recommended by the Audit Committee.
The independent Auditor's report to the members of the Company in
respect of financial statements for the financial year ended 31st March, 2024 forms part
of this annual report. The said Auditor's Report does not contain any qualifications,
reservations, adverse remarks or disclaimers.
Further the matter pertaining to search and seizure of operations as
mentioned and Confirmation/reconciliation of Trade payables & Trade Receivables under
"Emphasis of matter" in the Auditor's Report is self-explanatory and do not
call for any further comments.
b) INTERNAL AUDITORS
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and the Rules made thereunder, the Company has appointed M/s SARC & Associates (Regd.
No.006085N), Chartered Accountants, Visakapatnam to the office of Internal Auditor of the
Company for the FY 2023-24.
c) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (LODR) Regulations 2015, M/s P. S Rao & Associates, Company
Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit for
the FY ended 31st March, 2024. Copy of Secretarial Audit Report is attached herewith as Annexure-II
The reported delay in filing of forms and returns with the Registrar of
Companies was purely on account of inadvertence and unintentional. We assure that there
was no malafide intention as such and further we assure of timely filings and compliances.
d) COST RECORDS:
It is hereby confirmed that the maintenance of cost records has not
been specified by the Central Government under section 148(1) of the Companies Act, 2013
and hence accounts and records related thereto are not required to be made or maintained.
Instances of fraud, if any reported by the Auditors
During the year under review, the Statutory Auditors, Secretarial
Auditors and the Internal Auditors have not reported any instances of fraud committed in
company by its officers or employees to the Audit Committee as contemplated under section
143 (12) and Rule 13 of Companies (Audit and Auditors) Rules 2014 of the Companies Act
2013.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) and Section 134 (5)
of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and
ability, confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) it has selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) it has taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities;
(d) it has prepared the annual accounts on a going concern basis;
(e) it has laid down internal financial controls to be followed by the
company and such internal financial controls are adequate and were operating effectively;
(f) it has devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
18. RISK MANAGEMENT POLICY:
The Company has in place a Risk Management Policy, aimed at
i) embedding the risk management as an integral part of our business
processes;
ii) establishing an effective system of risk identification, analysis,
evaluation and treatment within all areas and at all levels of the Company;
iii) avoiding exposure to significant financial loss;
iv) contributing to the achievement of the Company's objectives;
and
v) to assess the benefits and costs of implementation of available
options and controls to manage the risk. Further the Risk management policy is available
on the company website at
https://sskl.co.in/wp-content/uploads/2022/07/Risk-Management-Policy.pdf.
19. INTERNAL FINANCIAL CONTROLS:
The Company has laid down internal financial controls through entity
level controls, inter-alia to ensure orderly and efficient conduct of business, including
adherence to Company's policies and procedures, accuracy and completeness of
accounting records and timely preparation and reporting of reliable financial
statements/information, safe guarding of assets, prevention and detection of frauds and
errors.
The evaluation of these internal financial controls has been done
through the internal audit process established within the Company. Based on the review of
the reported evaluations, your Board of Directors confirm that, for the preparation of
financial accounts for the year ended March 31, 2024 the applicable Accounting Standards
have been followed and the internal financial controls are generally found to be adequate
and were operating effectively and that no material weakness were noticed.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure-III
and forms part of this report.
21. CORPORATE SOCIAL RESPONSIBILITY:
Your Board of Directors and the CSR committee feel proud to mention
that the CSR tenets are an integral part of our organization. Your Company has been
undertaking CSR activities as a wholehearted endeavor, which is driven by the urge to do
our bit to the society we live in. As far as FY 2023-24 is concerned your company has
undertaken the activities in the areas of Child education, Scholarships, food to the poor
people and welfare of challenged people and health care either on its own or in
association with
KALAMANDIR FOUNDATION.
The Board has adopted a CSR policy, pursuant to the recommendation of
the CSR committee, with a vision to actively contribute to the social and economic
development of the communities in which your company operates and in doing so, build a
better, sustainable way of life for the economically weaker sections of the society.
The Annual Report on CSR activities as per the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - IV to
this report. The CSR Policy is posted on the website of the Company and the web link is
https://sskl.co.in/wp-content/uploads/2022/07/CSR-Policy.pdf The CSR Committee,
constituted by the Board, is in place and is actively involved in identifying areas as per
the contemporary needs of the society. While identifying such areas, it ensures that the
same are commensurate with the Company's Policy in general. Further, the Committee
also supervises the progress of CSR activities of the Company. The composition of the CSR
Committee has been disclosed in "Corporate Governance report" of the Company
which is presented in a separate section and forms part of the Annual report of the
Company. Simultaneously, KALAMANDIR FOUNDATION, the CSR arm of your Company is also
actively involved in furthering the cause of CSR for your Company. Pursuant to the
provisions of Section 135 of the Companies Act, 2013, your Company was required to spend
an amount of H 1.51 Cr towards CSR Activities for the financial year 31st March,
2024. However, your Company's total expenditure towards
CSR aggregated H 1.59 Cr for the year ended 31st March, 2024, thus
exceeding its obligation. Out of the said amount of H 1.59 Cr your Company spent H 1.08 Cr
through Kalamandir Foundation and H 0.51 Cr was spent by the Company on its own after
company on its own add & implementing agencies
22. PREVENTION OF INSIDER TRADING
The Company has adopted a code of conduct to Regulate, Monitor and
Report Trading by insiders including specified persons and Designated persons, in
accordance with the requirements of the Securities and Exchange Board of India
(Prohibition of Insider) Regulations, 2015 as amended from time to time.
Mr. M.K.Bhaskara Teja, Company Secretary is the Compliance officer for
monitoring adherence to the said Regulations. The said code is disclosed on company's
website at https://sskl. co.in/wp-content/uploads/2022/07/Code-of-Insider-Trading.pdf
23. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS
There are no orders passed by the Regulators / Courts / Tribunals that
would impact the going concern status of your Company and its future operations.
24. REMUNERATION OF EMPLOYEES
Disclosures concerning the remuneration of Directors, KMPs and
employees as per section 197 (12) of the Companies Act 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 forms part of
the report as Annexure-V.
25. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under
review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented as
a separate section forming part of the Annual Report of the Company as Annexure-VI.
26. CORPORATE GOVERNANCE:
Report on Corporate Governance and Certificate thereon by M/s P. S Rao
& Associates, Company Secretaries regarding compliance of the conditions of corporate
governance as stipulated in part C of schedule V of the SEBI (LODR) Regulations, 2015 are
provided in a separate section and forms part of the Annual Report of the Company. Report
on Corporate Governance is annexed as Annexure-VII.
A certificate from the Managing Director and the CFO of the Company in
terms of Listing Regulations, inter alia, confirming the correctness of the financial
statement including cash flow statement, etc., forms part of the Annual Report.
27. BUSINESS RESPONSIBILITY AND SUBSTAINABILITY REPORT
A Business Responsibility and Sustainability Report as per Regulation
34 (2) (f) of SEBI (LODR) Regulations, 2015 detailing the various initiatives taken by the
Company on the environmental, Social and governance front forms part of this report and
enclosed as Annexure VIII
28. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORK PLACE:
Your Company strongly supports the rights of all its employees to work
in a harassment free environment. The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. The policy aims to provide protection to Employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where Employees feel secure. The Company has also constituted an Internal
Complaints Committee, known as Anti Sexual Harassment Committee to address the concerns
and complaints of sexual harassment and to recommend appropriate action.
The composition of said committee may be referred at Report on
Corporate Governance attached herewith. We further confirm that during the year under
review, there were no cases or complaints filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The company has in place a Vigil mechanism / whistle blower policy in
terms of section 177(9) of the Companies Act, 2013 which enables employees, officers and
stakeholders to freely convey their concerns about illegal or unethical practices. No
person has been denied access to the chairman of the Audit Committee to lodge his / her
grievances. The Vigil mechanism / whistle blower policy is available on the company's
website https://sskl.co.in/wp-content/uploads/2022/07/Vigil-Mechanism-Policy.pdf Mr.
Ravindra Vikram Mamidipudi, Independent Director and chairman of the Audit committee is
the Head of the Vigil Mechanism; all the employees have direct access to report their
concerns and complaints. During the year under the review, no complaint has been received.
The details of the vigil mechanism are provided in the Annexure - IX to this
Report.
30. ANNUAL RETURN:
In accordance with section 134(3)(a) of the Companies Act 2013, a copy
of Annual Return in the prescribed format i.e., Form MGT-7 is placed on the website of the
Company, https://sskl. co.in/wp-content/uploads/2024/07/Annual-Return-2023-24.pdf
31. SECRETARIAL STANDARDS:
The Company has complied with the applicable clauses of the Secretarial
Standards (SS-1, SS-2 and SS-3) issued by The Institute of Company Secretaries of India.
32. INSOLVENCY AND BANKRUPTCY CODE, 2016 & STATUS THEREOF
During the year under review, neither any application was made nor any
proceeding stands pending under the Insolvency and Bankruptcy Code, 2016, as on 31st
March, 2024.
33. DETAILS OF DIFFERENCE BETWEEN THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH REASONS THEREOF
Not applicable (As there were no instances of one-time settlement with
the Banks or financial institutions during the year under review)
34. ACKNOWLEDGEMENTS:
Your Board members take this opportunity to place on record their
hearty gratitude to all its investors who reposed overwhelming faith and trust in the
Company, it's management and it's business vision which helped it complete its
IPO successfully. We also thank all the intermediaries, to name a few, the Merchant
Bankers, the legal counsels, the Registrars to the Issue, Bankers, our Auditors and our
Secretarial consultants, who helped us achieve the milestones in the IPO journey. We also
thank the SEBI, the Stock Exchanges and the depositories for their support and
cooperation. We also thank our lender Banks who stood by the Company during each and every
phase of its journey. To conclude, we also place our hearty thanks to all our Business
Partners, Weavers and vendors, customers and other Stakeholders and more importantly the
employees of the Company, who have provided their unflinching support throughout and till
date.
|
For and on behalf of the Board of
Directors |
|
|
Sd/- |
Sd/- |
|
Nagakanaka Durga Prasad Chalavadi |
Kalyan Srinivas Annam |
Place: Hyderabad |
Managing Director |
Whole Time Director |
Date: August 14, 2024 |
DIN:01929166 |
DIN:02428313 |