To
The Members,
The Board of Directors are pleased to present the Thirtieth (30th)
Annual Report of the Company together with the audited financial statements (standalone
and consolidated) for the year ended 31st March 2025.
In compliance with the applicable provisions of Companies Act, 2013,
(including any statutory modification(s) or reenactments) thereof, for time being in
force) (Act) and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI
Regulations), this report covers the financial results and other developments during the
financial year ended 31st March 2025, in respect of M/s. SKM Egg Products Export (India)
Limited
1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:
STANDALONE (Rs. in Lacs)
Particular |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
Operating Income |
49,336.42 |
68,995.23 |
Other Income |
1,403.80 |
1157.69 |
Total Income |
50,740.22 |
70,152.91 |
Earnings before
Interest, Taxes, Depreciation and Amortization |
9271.95 |
16,247.34 |
Less: Financial
Cost |
1,122.91 |
1,028.50 |
Less: Depreciation
& Amortization |
3,455.31 |
3,973.23 |
Profit Before tax |
4,693.73 |
11,245.61 |
Less: Tax Expenses |
|
|
Current |
1034.81 |
2,776.67 |
Deferred Tax |
147.21 |
77.95 |
Profit /(Loss) for
the period |
3,511.71 |
8,390.99 |
Other
Comprehensive Income (net of Tax) |
(212.60) |
332.45 |
Profit after Tax
and available for appropriation |
3,299.12 |
8,723.44 |
APPROPRIATIONS |
|
|
Dividend Paid |
658.25 |
658.25 |
Surplus carried to
Balance Sheet |
2,640.87 |
8,065.19 |
Particular |
Year Ended 31.03.2025 |
Year
Ended 31.03.2024 |
Operating
Income |
49,782.94 |
70,112.60 |
Other
Income |
1,403.80 |
1,157.69 |
Total
Income |
51,186.74 |
71,270,29 |
Earnings
before Interest, Taxes, Depreciation and Amortization |
9,265.72 |
16,235.28 |
Less:
Financial Cost |
1,128.29 |
1,031.76 |
Less:
Depreciation & Amortization |
3,455.68 |
3,973.90 |
Add:
Share of Profit/(Loss) of Associates |
(40.19) |
164.25 |
Profit
Before tax |
4,641.56 |
11,393.87 |
Less:
Tax Expenses |
|
|
Current |
1,034.81 |
2,776.67 |
Deferred
Tax |
147.21 |
77.95 |
Profit
/(Loss) for the period |
3,459.55 |
8,539.25 |
Less:
Net Profit attributable to Noncontrolling Interest |
(1.80) |
(2.40) |
Other
Comprehensive Income (net of Tax) |
(184.65) |
347.91 |
Profit
after Tax and available for appropriation |
3,276.70 |
8,889.56 |
APPROPRIATIONS |
|
|
Dividend
Paid |
658.25 |
658.25 |
Surplus
carried to Balance Sheet |
2,618.45 |
8,231.31 |
Standalone Financial Results:
During the Financial Year (FY) 202425, the Company has achieved
operating income of Rs.49,336.42 Lakhs as compared to Rs.68,995.23 Lakhs in FY 202324. The
profit before tax for FY 202425 stood at Rs.4,693.73 Lakhs compared to Rs.11,245.61 Lakhs
achieved in FY 202324. The profit after tax stood at Rs.3,299.12 Lakhs for FY 202425 as
compared to Rs.8,723.44 Lakhs achieved in FY 202324.
Consolidated Financial Results:
The Company's consolidated revenue for FY 202425 was Rs.49,782.94 Lakhs
as compared to Rs.70,112.60 for the previous year. During the year under review, the
consolidated profit after tax stood at Rs.3,276.70 Lakhs as compared to Rs.8,889.56 Lakhs
achieved in FY 202324.
2. DIVIDEND:
For the FY 202425, the Company declared a final dividend of Rs.1.50
(One rupee fifty paise only) on equity shares of Rs 10/ each with the total outlay of
Rs.394.95 Lakhs.
In view of the changes made under the Income Tax Act, 1961, by the
Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the
hands of the shareholders. Your Company shall, accordingly, make the payment of the
dividend after deduction of tax at source.
3. TRANSFER TO RESERVE:
We do not propose to transfer any amount to the general reserve on
declaration of dividend.
4. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO THE
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the provisions of Sections 124 and 125 of the Act
and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ( IEPF
Rules),
dividends of a company which remain unpaid or unclaimed for a period of seven years from
the date of transfer to the Unpaid Dividend Account shall be transferred by the company to
the Investor Education and Protection Fund (IEPF) and no such situation arose during the year ended 31st March,
2025.
5. SHARE CAPITAL:
During the year under review, there were no changes in the issued and
paidup share capital of the Company. The Company has not issued any sweat equity shares to
its directors or employees and also has not made any buy back of shares during the year
under review.
The Paidup Share Capital of the Company as on 31st March, 2025 is
Rs.26,33,00,000 divided into 2,63,30,000 Equity Shares of Rs.10 each fully paid up.
6. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year 202425, five meetings of the Board were held
during the year. For details of meetings of the Board, please refer to the Corporate
Governance Report, which is a part of this report.
7. BOARD COMMITTEES:
The details of each of the Committees comprising their composition,
charter and details of meetings held during the year are provided in the Corporate
Governance Report, Appendixl to this Report.
8. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) of the Listing Regulations a report on
Corporate Governance along with a Certificate from the statutory auditor towards
compliance of the provisions of Corporate Governance, forms an integral part of this
Annual Report and are given in Appendix 1.
9. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE
END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year ended
31st March 2025 to which the Financial Statements relates and the date of signing of this
report.
10. REPORT ON THE PERFORMANCE AND FINANCIAL
POSITION OF SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS:
Details of Foreign wholly owned subsidiaries SKM EUROPE BV
During the year under review, our Wholly Owned Subsidiary has posted a
turnover of Rs.1,644.07 lakhs. The loss for the year amounted to Rs.11.98 lakhs.
Pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of the Company's Subsidiaries and Associate Company in Form No. AOC1
is attached to this report as Appendix2
11. DEMATERIALISATION OF SHARES:
The Company's shares are compulsorily traded in dematerialised form on
NSE and BSE. Under the Depository System, the International Securities Identification
Number (ISIN) allotted to the Company's shares is INE411D01015.
Shareholders were advised to convert their holdings from physical mode
to Demat mode considering overall merits of the depository system and total prohibition on
transfer of shares in physical mode from 01.04.2019. Transposition and Transmission are,
however, exempted from this amendment. No request for Transfer of shares in physical mode
was received during the FY 2024 2025.
Type of holding |
No
of Shares |
Percentage |
Physical |
18,45,760 |
07.01 |
Demat |
2,44,84,240 |
92.99 |
Total |
2,63,30,000 |
100.00 |
The Company's Registrar is M/s MUFG Intime India
Private Limited., having their branch Office at Surya, 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road,
Coimbatore641028, Tamil Nadu (RTA).
12. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34(2) of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed
discussion on the industry structure as well as on the financial and operational
performance is contained in the 'Management Discussion and Analysis Report' that forms an
integral part of this Report Appendix3.
13. CORPORATE SOCIAL RESPONSIBILITY ('CSR'):
In accordance with the requirements of Section 135 of the Act, the
Company has constituted a Corporate Social Responsibility (CSR) Committee and also
formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the
website of the Company at www.skmegg.com. An Annual Report on CSR activities of the
Company during the financial year 202425 as required to be given under Section 135 of the
Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014
has been provided as an Appendix 4 to this Report
14. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM /
WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAS BEEN DENIED ACCESS TO THE
AUDIT COMMITTEE;
The Company has in place a Vigil Mechanism / Whistle Blower Policy
which facilitates the stakeholders to have direct access to the management and the Audit
Committee, to report concerns about any unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct or ethics policy. It is hereby affirmed that no
employee has been denied access to the Audit Committee. The said policies are also
available on the website of the Company i.e. https//:skmegg.com
15. RELATED PARTY TRANSACTIONS:
The Board had formulated the policy on Related Party Transactions
(RPTs) in line with Section 188 of the Companies Act, 2013. During FY 202425, all
contracts/ arrangements/ transactions entered into by the Company with related parties
were in the ordinary course of business and on an arm's length basis. All the Related
Party Transactions are placed before the Audit Committee for prior approval, as required
under the Act and Listing regulations. A statement of all Related Party Transactions is
placed before the Audit Committee for its review on a quarterly basis. There were no
materially significant Related Party Transactions made by the Company during the year
The policy on materiality of and dealing with related party
transactions as approved by the Audit Committee and the Board of Directors is uploaded on
the website of the Company and the link for the same is www.skmegg.com there are no
transactions which are not on arm's length basis and material in nature, Particulars of
contracts or arrangements
with related parties referred to in Section 188(1) of the Act and in
compliance with the Listing Regulations, is enclosed to this report as Appendix 5
16. BUSINESS RISK MANAGEMENT:
The Risk Management policy has been placed on the website of the
Company and the web link there to is www.skmegg.com
17. INTERNAL FINANCIAL SYSTEM AND THEIR ADEQUACY:
The Company has adequate internal control systems to monitor business
processes, financial reporting and compliance with applicable regulations. The systems are
periodically reviewed for identification of control deficiencies and formulation of time
bound action plans to improve efficiency at all the levels. The Audit Committee of the
Board constantly reviews internal control systems and their adequacy, significant risk
areas, observations made by the internal auditors on control mechanism and the operations
of the Company and recommendations made for corrective action through the internal audit
reports. The Committee reviews the statutory auditors' report, key issues, significant
processes, and accounting policies. The Directors confirm that the Internal Financial
Controls are adequate with respect to the operations of the Company. A report of Auditors
pursuant to Section 143(3) (i) of the Act certifying the adequacy of Internal Financial
Controls is annexed with the Auditors Report
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as per Section 134 of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo is given in Appendix 6
19. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3)(a) of the Act the Annual Return of
the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 (as amended), is placed on the
website of the Company and is accessible at the weblink www.skmegg.com
20. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board
after seeking inputs from all the directors based on criteria such as the board
composition and structure, effectiveness of board processes, information and functioning,
etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc. The above criteria are broadly based
on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of
India on January 5, 2017. In a separate meeting of independent directors, performance of
nonindependent directors, the Board as a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and nonexecutive directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
The Performance Evaluation of the Independent Directors was carried out
by the entire Board. The policy is available on the website of the company at
www.skmegg.com
21. Policy for Remuneration to Directors:
I) NonExecutive Directors including Independent Directors:
The Nomination and Remuneration Committee (NRC) shall decide the basis
for determining the compensation, both Fixed and Variable, payable to the NonExecutive
Directors, including Independent Directors, whether as commission or otherwise. The NRC
shall take into consideration various factors such as Director's participation in Board
and Committee meetings during the year, other responsibilities undertaken, such as
membership or chairmanship of committees, time spent in carrying out their duties, role
and functions as envisaged in Schedule IV of the Companies Act, 2013 ("the Act")
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") and such other factors
as the NRC may deem fit for determining the compensation.
II) Whole Time Director(s) / Executive Director(s) Key Managerial
Personnel and other employees
The compensation paid to the executive directors (including the
Managing Director) will be within the scale approved by the shareholders. The elements of
the total compensation, approved by the Nomination and Remuneration Committee will be
within the overall limits specified under the Act
The Company's total compensation for Key Managerial Personnel as
defined under the Act / other employees will consist of:
fixed compensation
variable compensation in the form of annual incentive ? benefits
work related facilities and, perquisites
III) Performance Evaluation by the Board of its own performance and its
Committees
The performance of the Board is evaluated by the Board in the overall
context of understanding by the Board of the Company's principle and values, philosophy
and mission statement, strategic and business plans and demonstrating this through its
action on important matters, the effectiveness of the Board and the respective Committees
in providing guidance to the Management of the Company and keeping them informed, open
communication, the constructive participation of members and prompt decision making, level
of attendance in the Board meetings, constructive participation in the discussion on the
Agenda items, monitoring cash flow profitability, income & expenses, productivity
& other financial indicators, so as to ensure that the Company achieves its planned
results, effective discharge of the functions and roles of the Board, etc
22. INDEPENDENT DIRECTOR MEETING:
As per Schedule IV of the Companies Act, 2013, Secretarial Standards1
on Board Meetings ('SS1') and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, during Fy25, a meeting of the Independent Directors was held on 31st
March, 2025, to discuss interalia the performance evaluation of the Board, its Committees,
Chairman and the individual Directors, assessment of information flow
from Management to the Board and evaluation and selfassessment of the training
requirements of Independent Directors.
23. DECLARATION BY INDEPENDENT DIRECTOR:
All the Independent Directors have submitted a declaration of
independence, stating that they meet the criteria of independence provided under section
149(6) of the Act, as amended, and regulation 16(1)(b) and 25 of the Listing Regulations.
The Independent Directors have also confirmed compliance with the provisions of Rule 6 of
Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating
to inclusion of their name in the databank of independent directors maintained by Indian
Institute of Corporate Affairs.
24. DEPOSITS:
The company has not accepted deposits from the public.
25. POLICY ON PREVENTION OF SEXUAL HARASSMENT:
The Company's goal has always been to create an open and safe workplace
for every employee to feel empowered, irrespective of gender, sexual preferences and other
factors, and contribute to the best of their abilities. In line to make the workplace a
safe environment, the Company has set up a policy on prevention of sexual harassment in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ( PoSH Act). Further, the Company has complied with the provisions under the
PoSH Act relating to the framing of an antisexual harassment policy and the constitution
of an Internal Committee.
No. of complaints received during the year Nil
No. of complaints disposed off during the year Nil
No. of complaints pending as on end of the year Nil
26. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Act, including paid maternity leave, continuity of
salary and service during the leave period, and postmaternity support such as nursing
breaks and flexible returntowork options, as applicable. The Company remains committed to
fostering an inclusive and supportive work environment that upholds the rights and welfare
of its women employees in accordance with applicable laws.
27. DIRECTORS & KEY MANAGERIAL PERSONNEL:
During Financial year 202425, there were following changes in
composition of Board of Directors
i) Shri RR Sathiyamurthi, (DIN : 00505804), Shri K Ahamed Sheik
Mohideen (DIN:00077439), Dr Vikram Ramakrishnan (DIN:00150883), who were appointed as
Additional Directors (categorized as Independent Director) with effect from 07th August,
2024 appointed as an Independent Director at the AGM held on 25.09.2024.
ii) Mr K Vivekanandan (DIN:05354239) who was appointed as an additional
director (categorized as Nominee Director), be and is hereby appointed as a nominee
director of the Company (representing TIDCO) with effect from 07 August, 2024 at the AGM
held on 25.09.2024.
iii) Shri. GN JAYARAM (DIN: 08521023), Shri TN Thirukumar (DIN:
00124793) reappointed as an Independent Director of the Company, not liable to retire for
a second term of five years from 31 July 2024 to 30 July, 2029.
iv) Dr. LM Ramakrishnan (DIN: 00001978) , Shri. C. Devarajan (DIN:
00109836) retired from the Board upon completion of their respective tenures on 10th
September 2024. Further, Shri D Venkateswaran (DIN: 05170759) retired from the Board with
effect from 27th January 2025 upon completion his tenure The Board places on record its
sincere appreciation for their valuable contributions, guidance, and commitment during
their association with the Company.
Pursuant to Section 203 of the Companies Act, 2013, the following
persons have been designated as the Key Managerial Personnel of the Company
i) Shri. SKM.Maeilanandhan, Executive Chairman,
ii) Shri. SKM Shree Shivkumar, Managing Director,
iii) Shri SK Sharath Ram, Executive Director
iv) Shri. K.S. Venkatachalapathy, Chief Financial officer and
v) Shri. P Sekar, Company Secretary.
28. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in Section 134 (3)
(c) of the Companies Act, 2013, shall state 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) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and profit of the Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
29. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE
REGULATORS OR COURTS:
There have been no significant and material orders passed by the
Regulators, Courts or Tribunals which would impact the going concern status and Company's
operations in future.
30. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the
financial year ended 31st March 2025.
31. THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE
FINANCIAL YEAR:
There is no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 20242025.
32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
Not applicable during the financial year 202425.
33. AUDITORS & AUDITORS REPORT
A) STATUTORY AUDITOR
The Company obtained the approval of Shareholders at the 27th AGM held
on 16th September, 2022 for the appointment of M/s. N.C. Rajagopal & Co., Chartered
Accountants, Erode (Firm Registration No 003398S) as Statutory Auditors of the Company for
a term of Five years to hold office from the conclusion of the 27thAnnual General Meeting
till the conclusion of 32ndAnnual General Meeting.
B) SECRETARIAL AUDITORS
Based on the recommendation of the Board in its meeting held on 30th
July, 2025, Mr. R. Saiprasath, Company Secretary in Practice, Coimbatore. (CP No.:16979,
Membership No: F 11555), is proposed to be appointed as Secretarial Auditor of the Company
to hold office for a term of five consecutive years commencing from financial year 202526
till financial year 202930 subject to the approval of shareholders as per the Listing
Regulations read with Section 204 of the Act and Rules thereunder. The secretarial audit
of the company for the FY202425 is annexed herewith as Appendix7
C) INTERNAL AUDITOR
The Company has appointed VRBB Associates, Chartered Accountants,
Chennai as the Internal Auditor of the Company and their report is reviewed by the audit
committee and board from time to time.
d) COST AUDITOR
The requirement of cost audit as prescribed under the provisions of
Section 148(1) of the Companies Act, 2013 are not applicable for the business activities
carried out by the Company.
34. REPORTING OF FRAUD BY STATUTORY AUDITORS
During fiscal 2025, the statutory auditor has not reported any instance
of fraud committed in the Company by its officers or employees and there were no instances
of frauds identified or reported by the Statutory Auditors during the course of their
audit pursuant to Section 143(12) of the Act.
35. COMMENTS ON AUDITORS' REPORT:
There was no qualification, reservations or adverse remarks made by the
Statutory Auditor and the Secretarial auditor in their respective reports. In respect of
the observations made by the secretarial auditor, the same is selfexplanatory.
36. PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS:
During the year, the Company did not give any loan or provided any
Security or Guarantee details of investment, have been given in the notes to the Financial
Statements.
37. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:
As prescribed under Section 197(12) of the Companies Act, 2013 ( Act) and Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details
are given in Appendix8
38. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations),
the Company has adopted the revised Code of Conduct to Regulate, Monitor and Report Trading by Insiders (the Code). The Code is
applicable to all Directors, Designated persons and connected Persons and their immediate
relatives, who have access to unpublished price sensitive information relating to the
Company.
The Company has also formulated a 'Code of Practices and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the
PIT Regulations. Mr. P. Sekar, Company Secretary has been designated as Compliance Officer
for this purpose. All Board Members and Senior Management personnel have affirmed their
compliance with the code of conduct for the year under review. The Company has duly
complied with all the mandatory listing agreement.
The Code has been hosted on the Company's website www.skmegg.com.
39. SECRETARIAL STANDARDS
The Company has complied with the applicable secretarial standards
viz., SS1 on meetings of Board of Directors and SS2 on General Meetings issued by
Institute of Company Secretaries of India (ICSI) as per Section 118(10) of the Act.
40. CEO/CFO CERTIFICATION:
CEO certification by Shri SKM Shree Shivkumar, Managing Director and
CFO certification by Mr. K S Venkatachalapathy, Chief Financial Officer as required under
Regulation 17 (8) of the Listing Regulations were placed before the Board at its meeting
on 30.05.2025. The certification has been annexed as Appendix 9.
41. INDUSTRIAL RELATIONS:
The Industrial Relations between the Management and Employees were
cordial during the year.
42. STATEMENT REGARDING OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
In the opinion of Board of Directors of the Company, Independent
Directors on the Board of Company hold highest standards of integrity and are highly
qualified, recognized and respected individuals in their respective fields. It's an
optimum mix of expertise (including financial expertise), leadership and professionalism.
43. FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS:
In practice, all new Directors (including Independent Directors)
inducted to the Board are given a formal orientation. The Directors are usually encouraged
to visit the manufacturing facility and resorts of the Company and interact with members
of Senior Management as part of the induction programme.
The Senior Management make presentations giving an overview of the
Company's strategy, operations, products, markets, group structure and subsidiaries, Board
constitution and guidelines, matters reserved for the Board and the major risks and risk
management strategy. This enables the Directors to get a deep understanding of the
Company, its people, values and culture and facilitates their active participation in
overseeing the performance of the Management. The details of the familiarization programme
undertaken have been uploaded on the Company's website.
44. CREDIT RATING:
Facilities/Instruments |
Rating |
Rating
Action |
Long term Bank
Facilities |
CARE
A; Stable |
Reaffirmed |
Long Term /Short term
Bank Facilities |
CARE
A; Stable / CARE A2+ |
Reaffirmed |
Shortterm Bank
Facilities |
CAREA2+ |
Reaffirmed |
45. GREEN INITIATIVE:
As a socially responsible corporate entity, the Company embraces and
endorses the 'Green Initiative' initiated by the Ministry of Corporate Affairs, Government
of India, which allows for electronic delivery of documents, such as the Annual Report,
quarterly and halfyearly results, and other relevant documents, to Shareholders via their
registered email addresses with DPs and RTAs. Shareholders who haven't registered their
email addresses are kindly requested to do so. Those who hold shares in demat form may
register their email addresses with their respective DPs, while those with physical shares
may register their email addresses with the RTA by sending a signed letter from the
first/sole holder, specifying their Folio No.
46. CAUTIONERY STATEMENT:
The Annual Report including those which relate to the Directors'
Report, Management Discussion and Analysis Report may contain certain statements on the
Company's intent expectations or forecasts that appear to be forwardlooking within the
meaning of applicable securities laws and regulations while actual outcomes may differ
materially from what is expressed herein. The Company bears no obligations to update any
such forward looking statement. Some of the factors that could affect the Company's
performance could be the demand and supply for Company's product and services, changes in
Government regulations, tax laws and other factors.
47. ACKNOWLEDGEMENT:
The Directors take this opportunity to thank the shareholders, bankers
and the financial institutions for their cooperation and support to the operations and
look forward for their continued support in future. The Directors also thank all the
customers, vendor partners, and other business associates for their continued support
during the year.
The Directors place on record their appreciation for the hard work put
in by all employees of the Company.
For and on behalf of the Board of Directors
Sd/
SKM Maeilanandhan
Place: Erode Chairman
Date: 30.07.2025 DIN: 00002380
FORM AOC1
(Pursuant to first proviso to subsection (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the
financial statement of subsidiaries/associate companies/joint ventures
Part A: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts
in Rs.)
Sl. No.
Particulars |
Details |
1. Name of the
subsidiary company |
SKM Europe BV, The Netherlands |
2. The date since
which subsidiary company was acquired |
22.09.2005 |
3. Currency of
Subsidiary company |
Euro |
4. Reporting
currency |
Indian Rupee (INR) |
5. Percentage of
shareholding |
85% |
Particulars |
INR
(In lakhs) |
EURO
(In lakhs) |
6. Equity Share
capital |
9.80 |
0.18 |
7. Other Equity |
450.41 |
4.79 |
8. Total assets |
755.80 |
8.16 |
9. Total
Liabilities |
295.59 |
3.19 |
10. Investments |
|
|
11. Revenue from
Operations |
1,644.07 |
18.43 |
12. Profit before
taxation |
(11.98) |
(0.31) |
13. Provision for
taxation |
|
|
14. Profit after
taxation |
(11.98) |
(0.31) |
15. Other
Comprehensive Income |
29.23 |
|
16. Total
Comprehensive Income |
17.25 |
(0.31) |
17. Proposed
dividend |
|
|
Notes: The following information shall be furnished at the end of the
statement:
1. Names of subsidiaries which are yet to commence operations
2. Names of subsidiaries which have been liquidated or sold during the
year.
Statement pursuant to Section 129 (3) of the
Companies Act, 2013 related to Associate Companies and Joint Ventures
(Rs.in lakhs)
S No Particulars |
Information |
1 Name of
Associates |
SKM
Universal Marketing Company India Private Limited |
2 Latest audited
Balance Sheet Date |
31/03/2024 |
3 Date on which
the Associate was associated or acquired |
01/04/2010 |
4 Shares of Associate
or Joint Ventures held by the company on the year end |
|
(i) Number of shares |
7,89,700 |
(ii) Amount of
Investment in Associates |
118.46 |
(iii) Extent of
Holding (in percentage) |
26% |
5 Description of how
there is significant influence |
Company
holds not less than 20% of equity shares & voting power in the investee company |
6 Reason why the
associate/joint venture is not consolidated |
Not
Applicable |
7 Networth
attributable to shareholding as per latest audited Balance Sheet (as on 31.03.2024) |
Rs.47.03 |
8 Profit / (Loss)
for the year 202425 (Unaudited) of the company |
(142.64) |
(i) Considered in
Consolidation (26%) |
(37.09) |
(ii) Not Considered
in Consolidation |
|
Note: This Form is to be certified in the same manner in which the
Balance Sheet is to be certified.
N.C. RAJAGOPAL & CO.,
CHARTERED ACCOUNTANT N.C.VIJAY KUMAR,
Membership No : 208276 FRN : 003398S
For SKM Egg Products Export (India) Limited
SKM MAEILANANDHAN SKM SHREE SHIVKUMAR
Executive Chairman Man ag i ng Director
K.S.VENKATACHALAPATHY P.SEKAR
Chief Financial Officer Company Secretary
DETAILS OF POWER & FUEL CONSUMPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
APPENDIX6
PARTICULARS |
20242025 |
20232024 |
(I) POWER AND FUEL
CONSUMPTION |
|
|
(1) Electricity |
|
|
a. Purchased units
(Kwh) |
96,26,807 |
96,38,766 |
Total Amount (Rs.) |
8,14,39,377 |
7,15,22,054 |
Rate / Unit (Rs.) |
8.46 |
7.42 |
b. Own Generation
through Diesel Generator |
|
|
Units (Kwh) |
1,76,432 |
2,84,500 |
Total Amount (Rs.) |
51,73,662 |
70,76,687 |
Units per litre of
Diesel |
2.74 |
3.28 |
Cost/Unit (Rs.) |
29.32 |
24.87 |
(2) Furnace Oil |
|
|
Quantity (Litres) |
32,800 |
52,000 |
Total Cost (Rs.) |
16,00,434 |
22,97,911 |
Average Rate (Rs.) |
48.79 |
44.19 |
(3) Coal |
|
|
Quantity (Metric
Tons) |
6,611 |
8,582 |
Total Cost (Rs.) |
4,71,46,813 |
6,86,35,470 |
Average Rate (Rs.) |
7,132 |
7,997 |
(II) CONSUMPTION
PER UNIT OF PRODUCTION |
|
|
Product Egg Powder
(Metric Ton) |
3,521 |
4,939 |
Electricity (Rs.
Per Metric Ton) |
24,602 |
15,914 |
Fuel (Rs. Per
Metric Ton) |
13,846 |
14,362 |
FOREIGN EXCHANGE
EARNINGS AND OUTGO : (Rs. In lacs) |
|
|
Earnings : |
24,179 |
44,024 |
Outgo : |
3,466 |
3,593 |
CONSERVATION OF ENERGY:
1. We have converted Raw material godown and Finished goods godown
existing lightings by LED bulbs, thereby power consumption shall be substantially saved.
2. We have installed Variable Frequency Drives (VFD) for WTP Process
pump and ETP Aerator motors. It will control power consumption thereby there shall be
reduction in power units.
3. Air, Biogas and coal ratio converted from Manual to Atomization,
thereby coal consumption shall be reduced.
4. The energy efficient float trap introduced in Dryer steam coil
condensate recovery system, thereby considerable coal
RESEARCH AND DEVELOPMENT:
REVAMPING OF EGG ALBUMEN CUBES THROUGH ENHANCING
QUALITY, FLAVOR ENRICHMENT, AND SHELF LIFE THROUGH PROCESS OPTIMIZATION.
Performed the egg albumen cube with different trials in enhancing the
texture by modifying the processing techniques.
Health mix product :
Working on developing of a health mix with the requirement of high
protein and low calorie in a costeffective way.
Shelflife extension Egg White Cube:
Temperature optimization and different combinations were performed for
the extension of shelf life of cube from 21 to 60 days.
Product application trials
Using Whole Egg liquid cooking has been performed to ensure the even
cooking of the product. Different combinations of liquid have been prepared and cooking
trial has been performed.
Bakery mix:
Developing a blend of whole egg powder with other ingredients for
bakery applications.
For and on behalf of the Board Sd/
SKM Maeilanandhan,
Place : Erode Chairman
Date : 30.07.2025 DIN: 00002380
APPENDIX7
Form No. MR3 Secretarial Audit Report For the financial year ended 31st
March, 2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of
the Companies]
To
The Members,
SKM Egg Products Export (India) Limited,
CIN: L01222TZ1995PLC006025,
No 133, 133/1, Gandhiji Road,
Erode 638001
I have conducted the secretarial audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by SKM Egg Products
Export (India) Limited (CIN: L01222TZ1995PLC006025) (hereinafter called the Company). Secretarial Audit
was conducted in a manner that provided me a reasonable basis for evaluating the corporate
conducts/ statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the Company
has, during the period covered by my audit , that is to say1st April 2024 to 31st March
2025(hereinafter referred to as Audit Period') complied with the statutory provisions listed
hereunder and also that the Company has proper Boardprocesses and compliance mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31 March
2025 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ( SCRA') and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed
thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ( SEBI Act') to the extent it was applicable during the Audit Period:
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2021;
(e) SEBI (Issue and Listing of NonConvertible Securities) Regulations,
2021;
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009;
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations2018; and
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(vi) The following Laws / specific Act(s) and Rules made thereunder
specifically applicable to the Company namely:
1. Food and Safety and Standards Act, 2006
2. The Export (Quality Control and Inspection) Act, 2013
I have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India; and
(ii) The Listing Agreements entered into by the Company with Stock
Exchanges and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
During the audit period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
subject to the specific observations made in Annexure B. I further report that the
compliance of applicable financial laws including Direct and Indirect Tax Laws by the
Company has not been reviewed in this Audit since the same has been subject to review by
the Statutory Auditors and other designated professionals.
I further report that, having regard to the compliance system
prevailing in the Company and on examination of the relevant documents and records in
pursuance thereof on test check basis, the Company has complied with the Industry/company
specific laws as applicable to the Company.
I further report that the Board of Directors of the Company is duly
constituted with proper balance of Executive Directors, NonExecutive Directors and
Independent Directors. There were changes in composition of the Board of Directors during
the year under review which were carried out in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, wherever applicable, in respect of such changes.
Adequate notice of meetings of the Board of Directors were given to all
directors and agenda and detailed notes on agenda in respect of such meetings were sent at
least seven days in advance, other than those held at shorter notice, and a system exists
for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting.
Majority decision is carried through and recorded as part of the
Minutes of the Meetings. I did not find any dissenting directors' views in the minutes.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines subject to our specific
observations in AnnexureB to this report
I further report that during the Audit Period there were no
events/actions [like Public/Rights/Preferential Issue of Shares /debentures/sweat equity
etc, Redemption /buyback of securities/Major decisions taken by members in pursuance to
section 180 of the Companies Act, 2013, Merger/amalgamation/reconstruction etc,] having a
major bearing on the Company's affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standards etc.
R. Saiprasath
Place: Coimbatore Company Secretary in Practice
Date: 21.07.2025 FCS No.: 11555 / CoP No:16979
UDIN: F011555G000826578 Peer Review No: 2626/2022
|