BOARD OF DIRECTORS’ REPORT

To,

Members,

SKM Egg Products Export (India) Limited

The directors are pleased to present their report on your Company's business operations along with the audited financial statements for the financial year ended on 31 March 2018.

Financial Highlights : (Standalone)

(Rs. in Lacs)

2.OPERATIONS:The company's total Revenue is Rs.299.22 Crores during the current year as against Rs.217.92 Crores during the previous year. The Export during the year has been Rs.194.17 Crores as compared to Rs.165.82 Crores during the previous year 2016-17.

3.DIVIDEND:

The Board has recommended dividend at the rate of Rs.0.50 (5%) per equity share of the company for the year ended 31^st March 2018.

4.AMOUNTS TRANSFERRED TO RESERVES:

The Board of the company has decided/proposed to carry Rs. Nil to its reserves.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs. 26, 33, 00,000. During the year under review the company has not issued any shares or any convertible instruments.

6. CORPORATE GOVERNANCE:

Your company reaffirms its commitment to good corporate governance practices. The company complies with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance which forms a part of this Report, has been annexed herewith as Appendix - A

7. DEMATERIALISATION OF SHARES:

89.35 % of the company's paid up Equity Share Capital is in dematerialized form as on 31 st March, 2018 and balance 10.65% is in physical form. The Company's Registrar is M/s S.K.D.C. Consultants Ltd., having their registered office at Kanapathy Towers, 3^rd Floor, 1391/A1, Sathy Road, Ganapathy, Coimbatore-641 006.

8. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 4 times during the financial year from 1st April, 2017 to 31st March, 2018. The dates on which the meetings were held are as follows: 30.05.2017, 09.08.2017, 13.11.2017 and 06.02.2018. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

9. INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules, details of which are provided on our website, at www.skmegg.com.

10. BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with SEBI (LODR) Regulations 2015 of the listing Regulations the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. The risk management policy has been placed on the website of the company. www.skmegg.com

11. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control systems have been strengthened taking into account the nature of business and size of operations to provide for :

i) Reliability and integrity of financial and operational information;

ii) Effectiveness and efficiency of operations and assets;

iii) Compliance with applicable statutes, policies, listing requirements and management policies and procedures.

The Company, through its own Corporate Internal Audit Department, carries out periodic audits at all locations and all functions and brings out any deviation to internal control procedures. The observations arising from audit are periodically reviewed and compliance ensured. The summary of the Internal Audit observations is submitted to the Audit Committee. The Audit Committee at its meetings regularly reviews the financial, operating, internal audit & compliance reports to improve performance. The heads of various monitoring / operating cells are present for the Audit Committee meetings to answer queries from the Audit Committee.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy as recommended by the CSR Committee and approved by the Board of Directors of the Company and the initiatives undertaken by the Company on CSR Activities during the year are set out in the Appendix-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company www.skmegg.com.

CSR Committee meeting held on 24th March, 2018 and attended by all three members. The Minutes of the CSR Committee are noted by the Board. The details of the composition of the Committee, meetings held, attendance at the meetings along with sitting fees paid, are given in Table.

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. The policy is available on the Company's Website www.skm.egg.com..

14. RELATED PARTY TRANSACTIONS:

All the transactions entered with the related parties during the financial year were on an arm's length basis and were in the ordinary course of business. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee /Board for its omnibus approval and since there are no transactions which are not on arm's length basis and material in nature Form AOC-2 is annexed as Appendix - C.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.skmegg.com.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are given in the Appendix-D to this report..

16. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT-9 is annexed herewith as Appendix-E

17. DETAILS OF DIRECTORS&COMMITTEES:

A. Composition:

The Company has a very balanced and diverse Board of Directors, which primarily takes care of the business needs and stakeholders' interest. The Non-executive Directors including Independent Directors on the Board are experienced, competent and highly renowned persons from the fields of manufacturing, finance & taxation, economics, law, governance etc. They take active part at the Board and Committee Meetings by providing valuable guidance to the Management on various aspects of business, policy direction, governance, compliance etc. and play critical role on strategic issues, which enhances the transparency and add value in the decision making process of the Board of Directors. The composition of the Board also complies with the provisions of the Companies Act, 2013 and the Listing Agreement. As at the end of corporate financial year 2018, the total Board strength comprises of the following:

C. No. of other Board Committees they are Members / Chairman:

17.1 BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) (p), 149(8) and Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and disclosures requirements) Regulations 2015, annual Performance Evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee has been carried out. The Performance Evaluation of the Independent Directors was carried out by the entire Board and the Performance Evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors. The Independent Directors of the company have also convened a separate meeting for this purpose. The policy is available on the website of the company at ww.skmegg.com.

17.2 REMUNERATION POLICY

A. Policy on remuneration to Non-Executive Directors/Independent Directors

The policy of the Company, based on the recommendation of the Nomination & Remuneration Committee for the payment of remuneration to Non-executive Directors/Independent Directors of the company is that the Non-Executive Directors will be paid only sitting fees for attending Board and Committees of the Board which is fixed within the limits of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is available on the website of the company at www.skmegg.com.

B. Policy on remuneration to MD & Executive Director, Key Managerial Personnel and other employees

The Compensation/Remuneration policy of the Company as approved by the Board contains the policy for payment of remuneration to Executive Directors including MD & Key managerial personnel and for the employees of the Company. The policy is available on the website of the company at www.skmegg.com.

17.3 MEETINGS

During the year four board meetings and one independent directors' meeting were held. The Details of which are given in Corporate Governance Report.

17.4 AUDIT COMMITTEE:

i) Terms of reference:

The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditors, financial results, effectiveness of internal audit processes and the Company's risk management strategy. It reviews the Company's established Systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Listing Regulations.

The board has accepted the audit committee recommendations during the year whenever required and hence no disclosure is required under section 177 (8) of the company's act 2013 with respect to rejection of any recommendation of audit committee by the board.

ii) Composition :

The Audit Committee of the Company consists of three Independent Directors. The Chairman of the Audit Committee is financially literate and majority of them having accounting or related financial management experience. Representative of Statutory Auditor is permanent invitee. Company Secretary acts as Secretary to the Committee.

iii) No. of Meetings held during the year:

During the year the Committee had 4 Meetings i.e. 30.05.2017, 09.08.2017, 13.11.2017 and 06.02.2018.

iv) Composition, name of Members and attendance during the year:

17.5 NOMINATION AND REMUNERATION COMMITTEE:

i) Terms of reference:

This Committee shall identify the persons, who are qualified to become Directors of the Company / who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and also shall carry out evaluation of every director's performance. Committee shall also formulate the criteria for determining qualifications, positive attributes, Independent of the Directors and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

ii) Composition:

The Nomination and Remuneration Committee of the Company consists of one Non-Executive and two Independent Directors including Chairman.

iii) No. of Meetings held during the year:

During the year no Committee meeting held.

17.6 STAKEHOLDERS RELATIONSHIP COMMITTEE:

i) Terms of reference:

The Committee focuses primarily on monitoring expeditious Redressal of investors / stakeholders grievances and also functions in an efficient manner that all issues / concerns stakeholders are addressed / resolved promptly.

ii) Composition of the Committee:

The Committee consists of three Independent Directors.

iii) No. of meetings held and attended during the year:

During the year the 4 Stakeholders Relationship Committee Meetings were held i.e. on 30.05.2017, 09.08.2017, 13.11.2017 and 06.02.2018.

The attendance of the Members at the meeting was as under:

iv) Name and Designation of Compliance Officer :

Mr. Sekar. P Company Secretary and Compliance Officer. Shareholder’s Services:

17.7 GENERAL BODY MEETINGS: Location and time for the last three AGMs:

18. INDEPENDENT DIRECTORS MEETING:

During the year under review, the Independent Directors of the Company met on 24.03.2018, inter alia, to discuss:

i) Evaluation of performance of Non- Independent Directors and the Board of Directors of the Company as a whole.

ii) Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors.

iii) Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

19. DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015.

20. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:

In Compliance with the requirements of SEBI Listing Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their role, rights and responsibility as Directors, business overviews etc.

The details familiarization programmes are available on the website of the Company www.skmegg.com.

21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Statutory Auditor during the course of their audit.

22. MATERIAL CHANGES AND COMMITMENT’S AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes or commitments affecting the financial position of the company during the year.

23. REPORT ON THE PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS.

The company has foreign subsidiary. The statement pursuant to section 129 (3) Companies Act, 2013 containing the salient features of the financial statement of subsidiary company forms part of this Annual Report as AOC-1 in Appendix-F.

The board has approved a policy for determining material subsidiary which has been uploaded on the company's website viz. www.skmegg.com

24. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 for the year ended 31 st March, 2018.

25. INTERNAL COMPLIANTS COMMITTEE:

Your company has upheld the letter and spirit contained in "The Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013”. (the act). Board of Directors had resolved to constitute Internal Complaints Committees to function as per the provisions laid down in the Act and also to support the women employees by way of counseling. We further state that during the financial year under review there were no complaints received / cases filed under "The Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013”(the act).

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. S Kumutaavalli (DIN: 00002390), Director of the company retires by rotation at the ensuring Annual General Meeting of the Company under section 152(6) of the Companies Act, 2013 and being eligible, offers herself for re-appointment. Your Directors recommend her re-appointment. The brief resume of Mrs. S Kumutaavalli and other relevant information have been furnished in the Notice of Annual General Meeting (AGM). Appropriate resolutions for her appointment are being placed for approval of the shareholders at the AGM.

Key Managerial personnel of the company as required pursuant to section 2(51) and 203 of the Companies Act, 2013 are Shri. SKM. Maeilanandhan, Executive Chairman, Shri. SKM Shree Shivkumar, Managing Director, Shri. K.S. Venkatachalapathy, Chief Financial Officer and Shri. P Sekar, Company Secretary.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review as stipulated under the Listing Regulations with the stock exchanges in India is presented in a separate section forming part of this Annual Report in Appendix-G.

28. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31 st March, 2018.

31. AUDITORS:

31.1 STATUTORY AUDITORS

The Audit Committee and the Board of Directors of the Company have recommended the re-appointment of Mr.Prasanna Venkatesan N, Chartered Accountant, Erode (MN 235530) as the statutory auditor of the Company, subject to the approval of the shareholders. Mr Prasanna Venkatesan N has consented to the said appointment and confirmed that his appointment, if made would be within the limit mentioned under the provision of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2014 .

He will hold office as statutory auditor for the period of one year from the conclusion of the 23^rd Annual General Meeting till the conclusion of 24th Annual General Meeting.

31.2 SECRETARIAL AUDITOR

The Board of Directors in its meeting dated 9^th August, 2017, appointed Mr. V. Ramkumar, Company Secretary in Practice, Coimbatore. (CP No.:3832, Membership No: F 8304), to undertake the secretarial audit of the company for the year ended 31^st March 2018, in compliance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial Audit Report for the financial year 31^st March, 2018 is enclosed as Appendix-H.

31.3 INTERNAL AUDITOR

The company has appointed Mr. R.Muralidharan, B.Com, FCA., Chartered Accountant as the internal Auditor of the company and their report is reviewed by the audit committee and Board from time to time.

31.4 COST AUDITOR

As per the provisions of companies (cost Records and Audit) Rules 2014, cost Audit is not applicable to the company for the financial year ended 31st March 2018 for the company.

32. COMMENTS ON AUDITORS’ REPORT:

There were observations made by the Statutory Auditor and the Secretarial auditor and they are being addressed and attended to by the Board

33. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129 of the Companies Act, 2013, the Company has prepared a Consolidated Financial Statements of the Company and also of its Subsidiary, “SKM Europe BV”, Utrecht, the Netherlands, in same form and manner as that of the Company which shall be laid before the ensuing Annual General Meeting of the Company along with laying of the Company's Financial Statement under section 129 sub-section (2) i.e. Standalone Financial Statement of the Company.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any fresh loans or guarantees or provided any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of Companies Act 2013.

35. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is annexed herewith as appended as “Appendix-I”

36. STOCK EXCHANGE INFORMATION:

The Company's Equity Shares are listed on:

1. BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and

2. NSE Limited, "Exchange Plaza”, Bandra-Kurla Complex Bandra East, Mumbai -400 051.

The annual listing fees have been paid to all the Stock Exchanges as mentioned above.

Movement in the Market Price of the Company‘s Shares on the National Stock Exchange and Bombay stock exchanges

37. INTERNAL CONTROLS:

The Company has a system of internal control which examines both the financial effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory/ regulatory compliances.

38. INSIDER TRADING CODE:

The Company has formulated a code for prevention of Insider Trading pursuant to Securities and Exchange Board of India (Insider Trading) (Amendment) Regulation 2002 to prevent the practices of Insider Trading. Mr. P Sekar, Company Secretary has been designated as Compliance Officer for this purpose. Senior Management of the Company has affirmed compliance with the Code of Conduct applicable as on 31.03.2018. The Company has duly complied with all the mandatory listing agreement. Code of Conduct for Insider Trading Regulation available on the Company's Website www.skmegg.com.

39. INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial during the year.

40. CEO/CFO CERTIFICATION:

As per Regulation 17 of the Listing Regulations, Shri SKM Shree Shivkumar, Chief Executive Officer of the company and Shri K.S. Venkatachalapathy, Chief Financial Officer of the company have certified regarding the Financial Statements for the year ended March 31, 2018 which is annexed to this Report in Appendix-J.

41. MEANS OF COMMUNICATION:

The quarterly, unaudited and annual audited financial results were published in nationally circulated newspapers in English, such as, Trinity Mirror and in regionally circulated in Makkal Kural. The results were also displayed on the Company's website - www.skmegg.com.

42. GENERAL INFORMATION FOR SHAREHOLDERS ANNUAL GENERAL MEETING

Date : 26.09.2018

Time : 4.00 PM

Venue : Registered Office situated at 185, Chennimalai Road, Erode-638 001

Financial Year : 1 st April 2017 to 31st March 2018

Period of Book Closure : 20.09.2018 to 26.09.2018 FINANCIAL CALENDER:

Approval of quarterly results for the period ending:

1. 30^th June 2017 : 9^th August 2017

2. 30^th September 2017 : 13^th November 2017

3. 31^st December 2017 : 6^th February 2018

4. 31^s* March 2018 : 28^th May 2018

43. REGISTRAR AND SHARE TRANSFER AGENT:

S.K.D.C. Consultants Limited Kanapathy Towers,

3^rd Floor, 1391/A1, Sathy Road,

Ganapathy, Coimbatore-641 006.

44. COMPLIANCE OFFICER:

Mr. Sekar. P Company Secretary

Address: 185, Chennimalai Road, Erode

Email:shares@skmegg.com

Mob No:9585558325

45. ACKNOWLEDGEMENTS:

The Directors express their sincere appreciation to the valued shareholders, suppliers, bankers, business partners/associates, financial institutions for their support and encouragement to the Company. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

46. CAUTIONARY STATEMENT:

Statements in this Annual report, particularly those which relate to management discussion and analysis, describing your Company's objectives, projections, estimates and expectations may constitute "forward looking statements” within the meaning of applicable laws and regulations. Actual results may materially differ from those expressed or implied.

For and on behalf of the Board of Directors

Sd/-

^{Date : 3}°.°⁷.²⁰¹⁸ Chairman of the Board

Place : Erode (DIN:00002380)