Your Directors have pleasure in presenting their 28th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. Financial summary or highlights/Performance of the Company
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
| || ||Rs. in (Lacs) |
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||4893 ||5184 |
|Provision for Depreciation ||89 ||91 |
|Net Profit Before Tax ||90 ||154 |
|Provision for Tax ||14 ||27 |
|Net Profit After Tax ||76 ||126 |
|Balance of Profit brought forward ||1052 ||926 |
|Balance available for appropriation ||1052 ||1052 |
|Proposed Dividend on Equity Shares ||NIL ||NIL |
|Tax on proposed Dividend ||NA ||NA |
|Transfer to General Reserve ||NIL ||NIL |
|Surplus carried to Balance Sheet ||1128 ||1052 |
The Consolidated financial summary of the Company's' performance is as under:
|Particulars ||2016-2017 ||2015-2016 |
|Gross Income ||4893 ||5184 |
|Net Profit Before Tax ||70 ||126 |
2. Brief description of the Company's working during the year/State of Company's affair
The Company has Hook and Loop Tape fasteners as a major division now. The contributionof Hook and Loop Tape Fasteners is 85% of the overall revenue of the Company. The othersignificant division viz Velvet Manufacturing which was based in Daman has now beenshifted to Navi Mumbai. The turnover of the Company was Rs. 48 Crores a slight drop ascompared to Rs. 52 Crores in the previous year.
3. Change in the nature of business if any
The Company is looking to leverage on its core competency in narrow woven fabrics.Other allied businesses have been shut and the focus now is on primary business.
The Directors do not recommend any dividend for the current year.
5. Change of Name
6. Share Capital
The Company has not issued any shares with differential voting rights as well asneither issued any sweat equity. However the Company has issued 630000 convertiblewarrants to the promoter Mr. Shailesh Shah out of which during the year under purview200000 warrants have been converted into shares.
7. Directors and Key Managerial Personnel
During the year Mr. Subramaniam Sharma cease to be Director of the Company and Mr.Maikal Raorani has been appointed as the CFO. The nomination and remuneration committee attheir meeting held on 10th Feb 2017 has recommended the appointment of Mr. MaikalRaorani as the CFO of the company w.e. from 10th Feb 2017.
8. Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure II.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
11. Declaration by an Independent Director(s) and re- appointment if any
A declaration by the Independent Directors that they meet the criteria of independenceas provided in subsection (6) of Section 149 of the Companies Act 2013 has been obtained.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.
12. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.
13. Details of Subsidiary/Joint Ventures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is given as Annexure-III
Further the Annual Accounts and related documents of the subsidiary company shall bekept open for inspection at the Corporate Office of the Company. The Company will alsomake available copy thereof upon specific request by any Member of the Company interestedin obtaining the same. Further pursuant to Accounting Standard AS- 21 issued by theInstitute of Chartered Accountants of India Consolidated Financial Statements presentedby the Company in this Annual Report include the financial information of its subsidiary.
The Auditors M/s Thanawala & Co. Chartered Accountants retire at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment for aperiod of three years from the conclusion of this Annual General Meeting [AGM] till theconclusion of 31st AGM.
15. Auditors' Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
As per the Cost Audit Orders Cost Audit is not applicable to the Company's products/business of the Company for FY 2016-17.
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. Ramesh ChandraMishra Practicing Company Secretary have been appointed Secretarial Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure IV to thisreport. The report is self-explanatory and do not call for any further comments.
18. Internal Audit & Controls
The Company continues to engage M/s Sitendu Sharma & Co. as its InternalAuditor. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
19. Issue of employee stock options
No ESOP were granted in the year under preview.
20. Vigil Mechanism :
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.skycorp.in under investors/policy documents/Vigil Mechanism Policy link.
21. Risk management policy
A statement indicating development and implementation of a risk management policy forthe Company including identification therein of elements of risk if any this in theopinion of the Board may threaten the existence of the company.
22. Extract of Annual Return:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I .
23. No material changes and commitments if any affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report
The Company has not accepted any deposits within the meaning of Deposits under theChapter V of the Act.
25. Particulars of loans guarantees or investments under section 186 Details of Loans:
|Date of making loan ||Details of Borrower ||Amount ||Purpose for which the loan is to be utilized by the recipient ||Time period for which it is given ||Date of BR ||Date of SR (if required) ||Rate of Interest ||Security |
|NOT ||APPLICABLE || || || || || || || |
| || || || || || || || || |
Details of Investments:-
|SL No. ||Date of Investment ||Details of Investee ||Amount INR Lacs ||Purpose for which the proceeds from investments is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if required) ||Expected rate of return |
|1. ||31/3/07 ||Dombivli Nagari Sahakari Bank ||5.00 ||Banking Limits ||- ||- ||- |
Details of Guarantee / Security Provided:
|SL No. ||Date of providing security/ guarantee ||Details of recipients ||Amount INR Lacs ||Purpose for which the security / guarantee is is proposed to be utilized by the recipient ||Date of BR ||Date of SR (if required) ||Commission |
|1. ||18/9/09 ||Sky Hemmay Pvt. Ltd. ||126 ||Banking Limits ||- ||- ||- |
26. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto has been disclosedin Notes to Accounts.
27. Statutory Disclosures
In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions of Section 219 (b) (iv) of the said Act the Annual Reportexcluding the aforesaid information is being sent to all the members of the Company andothers entitled thereto. Any member interested in obtaining such particulars may write tothe Company at the registered office of the Company.
28. Obligation Of Company Under The Sexual Harassment Of Women At Workplace(prevention Prohibition And Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
29. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Conservation of energy
The production activity of the Company is not energy intensive. However all measuresare being taken for optimizing energy usage.
(b) Technology absorption
The Company plans to introduce various measures to help the production improvement aswell as reduce the wastage further.
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Rs. 1624 lakhs and the totalforeign exchange earned was Rs. 134 lakhs.
30. Corporate Social Responsibility (CSR)
As per the Companies Act 2013 all companies having net worth of Rs. 500 crore ormore or turnover of Rs. 1000 crore or more or a net profit of Rs.5 crore or more duringany financial year are required to constitute a corporate social responsibility (CSR)committee of the Board of Directors comprising three or more directors at least one ofwhom should be an independent director and such Company shall spend at least 2% of theaverage net profits of the Company's three immediately preceding financial year.
The Company presently does not meet with any of the criteria stated herein above.
31. Human Resources
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
32. Directors' Responsibility Statement
Pursuant to the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013pertaining to the Directors' Responsibility Statement it is hereby confirmed that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
33. Transfer of Amounts to Investor Education and Protection Fund
The amount of dividend remaining unpaid for the year 2009-2010 will be transferring tothe Investor Education and Protection Fund (IEPF) constituted Under Section 125 of theCompanies Act 2013.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
| ||For and on behalf of the Board of Directors |
| ||sd/- |
|PLACE: MUMBAI ||Shailesh Shah |
|DATE: 29th April 2017 ||Managing Director |