ANNUAL RETURN

 ‘ANNEXURE – I’

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2020

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i.

CIN

U27109PN1996PLC131826

ii.

Registration Date

19/12/1996

iii.

Name of the Company

SKS FASTENERS LIMITED

iv.

Category / Sub-Category of the Company

Company limited by shares 

Indian Non-Government Company

v.

Address of the Registered office and contact details

1990, Ambethan Road, Chakan, Tal. Rajgurunagar, Dist. Pune-410501.

vi.

Whether listed company

No.

vii.

Name, Address and Contact details of Registrar and Transfer Agent, if any

Link Intime India Pvt. Ltd.

Block No. 202,
2nd Floor, Akshay Complex,
Near Ganesh Temple,
Off. Dhole Patil Road,
Pune – 411001 

Tel 

 :  

020 – 2616 1629 / 2616 0084 

Fax 

 :  

020 – 2616 3503 

Email 

 :  

pune@linkintime.co.in 

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1.

Bolts & Screws

25991

99.38%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

NOT APPLICABLE

Sr. No.

Name and address of the Company

CIN/GLN

Holding/ Subsidiary/ Associate

% of shares held

Applicable Section

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

(i). Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

%Changeduring the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian 

a.Individual/HUF 

7921306

0

7921306

100

7921306

0

7921306

100

0

b. Central Government(s)

0

0

0

0

0

0

0

0

0

c. State Government (s)

0

0

0

0

0

0

0

0

0

d. Bodies Corporate 

0

0

0

0

0

0

0

0

0

e. Banks / Financial Institutes

0

0

0

0

0

0

0

0

0

f. Any Other

0

0

0

0

0

0

0

0

0

Sub-total (A) (1):-

7921306

0

7921306

100

7921306

0

7921306

100

0

(2) Foreign 

a) NRIs – Individuals 

0

0

0

0

0

0

0

0

0

b. Other – Individuals 

0

0

0

0

0

0

0

0

0

c. Bodies Corporate

0

0

0

0

0

0

0

0

0

d. Banks / Financial Institutes

0

0

0

0

0

0

0

0

0

e. Any Other

0

0

0

0

0

0

0

0

0

Sub-total (A) (2):-

0

0

0

0

0

0

0

0

0

Total shareholding of Promoter (A) = (A) (1) + (A) (2)

7921306

0

7921306

100

7921306

0

7921306

100

0

B. Public Shareholding

1. Institutions 

a. Mutual Funds 

0

0

0

0

0

0

0

0

0

b. Banks / Financial Institutes

0

0

0

0

0

0

0

0

0

c. Central Government(s)

0

0

0

0

0

0

0

0

0

d. State Government (s)

0

0

0

0

0

0

0

0

0

e. Venture Capital Funds

0

0

0

0

0

0

0

0

0

f. Insurance Companies 

0

0

0

0

0

0

0

0

0

g. FIIs 

0

0

0

0

0

0

0

0

0

h. Foreign Venture Capital

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0

2. Non-Institutions

a. Bodies Corporate: 

0

0

0

0

0

0

0

0

0

  1. Indian

0

0

0

0

0

0

0

0

0

  1. Overseas

0

0

0

0

0

0

0

0

0

b.  Individuals

0

0

0

0

0

0

0

0

0

  1. Individual shareholders holding nominal share capital uptoRs. 1 lakh

0

0

0

0

0

0

0

0

0

  1. Individual shareholders

holding nominal share capital in

excess of Rs 1 lakh

0

0

0

0

0

0

0

0

0

  1. Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):-

0

0

0

0

0

0

0

0

0

Total Public Shareholding B)=(B)(1)+ (B)(2)

0

0

0

0

0

0

0

0

0

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A+B+C)

7921306

0

7921306

100

7921306

0

7921306

100

0

    

(ii). Shareholding of Promoters:

Sr. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

% change in shareholding during the year

1.

Sushilkumar Bindal

1488374

18.79

NIL

1488374

18.79

NIL

NIL

2.

Sushilkumar Bindal HUF

2398019

30.27

NIL

2398019

30.27

NIL

NIL

3.

Pushpa Bindal

767246

9.69

NIL

767246

9.69

NIL

NIL

4.

Sudhanshu S. Bindal

738233

9.32

NIL

738233

9.32

NIL

NIL

5.

Meenal S. Bindal

819715

10.35

NIL

819715

10.35

NIL

NIL

6.

Sudhanshu S. Bindal HUF

859130

10.85

NIL

859130

10.85

NIL

NIL

(iii). Change in Promoters’ Shareholding (please specify, if there is no change):

NO CHANGE

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

There has occurred no change in shareholding pattern or ratio of promoters’ holding during the financial year 2019-20.

Date wise increase/ Decrease in promoter’s shareholding during the year specifying the reasons for increase/ Decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the End of the year

(iv). Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and   Holders of GDRs and ADRs):

Sr. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year:

850579

10.727

850579

10.727

Bhagirath Arya

850000

10.72

850000

10.72

Meena Jain

579

0.007

579

0.007

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.): 

0

0

0

0

At the End of the year:

850579

10.727

850579

10.727

BhagirathArya

850000

10.72

850000

10.72

Meena Jain

579

0.007

579

0.007

At the End of the year ( or on the date of separation, if separated during the year)

(v). Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Shareholding at the 

beginning of the year

Cumulative Shareholding

during the year

For Each of the Directors and KMP

No. of shares

% of total shares of company

No. of shares

% of total shares of company

At the beginning of the year

Sushilkumar Bindal

Sudhanshu S. Bindal

Meenal Bindal

Rajiv Kumar Agarwal

1488374

738233

819715

10

18.79

9.32

10.35

0.00001

1488374

738233

819715

10

18.79

9.32

10.35

0.00001

Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

No changes occurred in shareholding pattern during the year 01.04.2019 to 31.03.2020.

At the end of the year

SushilkumarBindal

Sudhanshu S. Bindal

Meenal Bindal

Rajiv Kumar Agarwal

1488374

738233

819715

10

18.79

9.32

10.35

0.00001

1488374

738233

819715

10

18.79

9.32

10.35

0.00001

TOTAL

3046332

38.46001

3046332

38.46001

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

Amounts in Rupees

Secured Loans

excluding deposits

Unsecured

Loans

Deposits

Total

Indebtedness

Indebtedness at the beginning of the financial year

  1. Principal Amount

44,15,90,338/-

80,06,519/-

51000/-

44,96,47,857/-

ii.  Interest due but not paid

15,38,235 /-

NIL

NIL

15,38,235 /-

iii.  Interest accrued but not due

15,27,063/-

NIL

NIL

15,27,063/-

Total (i+ii+iii)

44,46,55,636

80,06,519/-

51000/-

45,27,13,155/-

Change in Indebtedness during the financial year

  • Addition

  • Reduction

8,05,90,522/-

55,32,034/-

8,61,22,556/-

Net Change

Indebtedness at the

end of the financial year

i.Principal Amount

36,13,75,954/-

24,74,485/-

51000/-

33,39,01,439/-

ii.  Interest due but not paid

10,11,491 /-

NIL

NIL

10,11,491 /-

iii.  Interest accrued but not due

16,77,669/-

NIL

NIL

16,77,669/-

Total (i+ii+iii)

36,40,65,114/-

24,74,485/-

51000/-

36,65,90,599/-

*Notes:

1. Amount of secured loans mentioned above is inclusive of secured term loans and cash credit facilities.

2. Deposits are debtor’s deposits taken from the debtors as security for performance of contractual obligations and remain unchanged for years. These are not deposits as defined u/Chapter V(Ss. 73-76) of the Companies Act, 2013.

3. Interest amounts are paid as and when they become due.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No

Particularsof Remuneration

Name of MD/WTD/Manager

Total Amount

MD

WTD

WTD

WTD

WTD

Total

SushilkumarBindal

Sudhanshu Bindal

Meenal Bindal

Rajiv Agarwal

Vinodkumar Jain

Amounts in Rupees

1.

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

1953952

1821096

1767184

1265000

1326870

8134102

2.

Stock Option

3.

Sweat Equity

4.

Commission

– as % of profit

– others, specify

5.

Others, please specify

Performance/Sales Incentive

6600000

6711020

311697

13622717

Total (A)

8553952

8532116

2078881

1265000

1326870

21756819

Ceiling as per the Act

Rs. 84,00,000/- being individual slab applicable in case of inadequacy of  profits, as per Schedule V of the Companies Act, 2013. Provided that the remuneration in excess of above Iimits may be paid if theresolution passed by the shareholders is a special resolution.

    B. Remuneration to other directors: 

Sr. No.

Particulars of Remuneration

Name of Directors

Total Amount

1.

Independent Directors

  • Fee for attending board / committee meetings

  • Commission

  • Others, please specify

Mr. Sanwarmall Changoiwala

Mr. Mahendra Kumar Sharma

NIL

NIL

30,000

30,000

Total (1)

60,000

2.

Other Non-Executive Directors

  • Fee for attending board / committee meetings

  • Commission

  • Others, please specify

N.A.

Total (2)

NIL

NIL

Total (B)=(1+2)

NIL

60000

Total Managerial Remuneration

NIL

NIL

Overall Ceiling as per the Act

C.  Remuneration to Key Managerial Personnel other than MD/ MANAGER/WTD: 

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

CEO

Company 

Secretary

CFO

Total

1.

Gross salary (Rs.)

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act,1961

N.A

3,41,320/-

N.A.

3,41,320/-

2.

Stock Option

3.

Sweat Equity

4.

Commission

– as % of profit

– others, specify

5.

Others, please specify

Total (C)

NIL

3,41,320/-

NIL

3,41,320/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

NOT APPLICABLE.

Type

Section of

the Companies Act

Brief

Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority

[RD / NCLT

/ COURT]

Appeal

made, if any

(give Details)

A.  COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

‘ANNEXURE – II’:

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

 

  1. Conservation of Energy:

The Company continues to run Automatic Plating Plant in order to improve the efficiency and quality of its products that results in optimum utilization of resources causing preservation and conservation of electricity, fuels and such energy resources.

Also the effective maintenance of furnace to avoid heat loss, utilization of full capacity of furnaces by proper co-ordination of load and improvement of power factor by the Company results in preserving the energy resources.

The Company continues to carry on rain water harvesting activity in and around its plant site. On environmental protection front, the Company has also installed solar capacity of 62.1 kw and its Power generation – 310 units / day, 93150 units / year.

Installation of SOLAR system on the roof of unit II (Block A & B) is  completed in 19-20 where in 1308 KW / Year electricity is generated and used.

Apart from above the company went through Thermography& Leakage Detections testing on monthly basis and Safety Audits on yearly basis .Further the company has installed Variable Frequency Drives on many machines which will give further energy saving. 

Your Directors believe in the growth of the Company hand in hand with the growth of its employees and hence assures its enhanced efforts towards employee welfare.

  1. Technological Absorption

The Company continues to run Automatic Phosphating Plant in order to improve the efficiency and quality of its products that results in optimum utilization of resources causing preservation and conservation of electricity, fuels and such energy resources.

The Company continues to use the imported bolt forging machinery to improve on the technology front. Further the Board assures to update and use latest technology available in industry keeping in mind indigenous conditions. The Company takes persistent efforts to provide end products with the use of state of the art technology.

Company has embarked on a drive to replace, in a phased manner, the old machines and to bring in new machines with latest technology. These machines will not only boost the productivity but also conserve energy.

  1. Specific areas in which R&D carried out by the Company.

  • Center Bolt

  • Stopper Bolt Spherical Head

  • Socket Head Ball Seat Injector Bolt

  • Tool Design Improvements

  1. Benefits derived as result of the above R&D.

  1. Center Bolt: This unique and precise bolt has a ball shaped bearing face. The semi hemisphere was being machined on a CNC machine and would take time and result in wastage of material in terms of the swarf generated. The idea during R & D activity was to avoid CNC machining and achieve the hemispherical shape in cold forging. The tooling was designed, and R & D efforts resulted in finalization of the heading die which could give us a perfect shape of the hemisphere and at the same time hold the tolerance. The cold heading of the sphere saved machining time and saved the material. The cost reduction was achieved. The component is fully developed, and the project handed over to production for regular manufacturing.

  1. Stopper Bolt with Spherical head: This special product has a spherical shape over the normal hexagonal head of the bolt. The Spherical shape was earlier machined on a lathe. This would take a lot of time and the productivity was low besides generating scrap in terms of turning chips. We did trials in R & D to generate the spherical shape in forging. We succeeded in designing the punches which would extrude the hexagonal shape as well as forge the sphere. The result was improved productivity, no scrap in the forms of chips thus cost saving. The project has been handed over to production for regular manufacturing.

  1. Socket Head Ball Seat Injector Bolt: This complicated shaped product not only has a hex socket but also has a ball seat beneath it. The R & D challenge was to achieve the shape of the ball seat and the hex socket in Cold Heading operations. Various tool designs were tried by R & D and after many trials succeeded in balancing the material and grain flow to achieve the designed geometry, while retaining the metallurgical properties. The project was a success and has been handed over to production for regular manufacturing.

Tool design Improvement:

  1. Surface finish improvement: – Some tools used in cold forging and thread rolling where surfaces of the tools are constantly in contact and components slide over the face of the tools. This operation would result in leaving some marks on the components. These marks sometimes would be very prominent and would not be accepted by our quality assurance. In order to overcome this problem, we did a lot of R & D and found out that if the flat surfaces are super finished using diamond grinding and diamond polishing surface grinding wheel we could achieve the defect free products. This called for a highly accurate high-speed surface grinding machine which would not only give us flatness accuracy of 0.005mm but would also be capable of taking the Diamond Grinding and Diamond Polishing wheel. The surface grinding machine was imported, and we carried out the trials in our R & D shop. The results were very encouraging. We have implemented the process in the tool room where highly polished tools are now manufactured and are now getting defect free products. Cost saving is done in terms of elimination of rejections.

  1. Company Logo and Grade Marking on the head of fasteners: The Heading inserts used to transfer the company logo and grade on to the products during forging. The lettering on the heading inserts were done manually using masters. Since this was a manual operation and the masters would get worn out, the marking on the head of the product would be irregular and sometimes blur and shabby. We did some R & D and instead of punching the letters on the heading inserts we tried engraving the letters on the heading inserts before heat treating them. The results were encouraging, and we decided to import a CNC engraving machine which could be programmed to engrave lettering on the heading inserts. We also designed a Tungsten Carbide toolto do the engraving. The results today are that the lettering on the head of fasteners is very well defined and aesthetically also looks good. The process and technology have been passed on to our tool room who are in the process of implementation.  This has not only improved the manufacturing technique but has also given cost saving in terms of improved productivity of tool manufacturing.

  1. Expenditure on R&D 

(Rs. in Lacs)            (Rs. in Lacs)    

                            2019-20            2018-19

Capital                                     4,455,174.00

Recurring                   66,73,087.00            7,923,279.00                                ——————–        ———————

Total R&D Expenditure        66,73, 087.00        12,378,453.00

                            ——————–        ———————

  1. Future Plan of Action

Following are in the project stage and R & D is continuing  

  1. Combined Rolling of Threads and serrations: At present the serrated wheel bolts are rolled twice, once for serrations and the second time for thread rolling. Development of special thread rolls is in progress where the assembly of two rolls can enable us to roll serrations as well as threads in single rolling pass. This combined rolling when implemented will eliminate one rolling pass thereby reducing the total rolling time by half and increase the productivity. The cost reduction thus achieved can be passed on to the customer.

  1. Achieving Grinding Tolerance in Cold Forging: For products like Hex head Axle Bolts shank is being centerless ground at present. This process is not only slow but is expensive as well. A project is underway to modify the forging tool to cold forge the product in such a manner that the tolerance on shank could be achieved in cold forging instead of grinding. The process when implemented will not only eliminate the cost incurred in grinding but will also improve productivity resulting in cost reduction.

  1. Hex forming instead of Hex trimming for bigger sizes of M14 & M16: So far, we have developed cold forging process to form the hex head by extrusion and forming rather than trimming, for smaller sizes. Now we are developing the process for bigger sizes which are more difficult to extrude and form. When the project is completed and implemented in regular manufacturing we shall get a substantial saving of about 12 % in the raw material volume. This will give us a cost reduction and customer will be benefited.

(C) Foreign Exchange Earnings and Outgo:

The Company earned foreign exchange (accrual Basis) of Rs. 8,32,96,655.32 as FOB Value of Exports sales in the financial year 2019-20. 

While the foreign exchange outgo for the year under review is Rs. 6,61,08,710.32 ($938339.55) and Rs. Rs. 90,348.88 (£1134.7).