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Sky Industries Ltd.

BSE: 526479 Sector: Industrials
NSE: N.A. ISIN Code: INE765B01018
BSE 00:00 | 25 Jan 43.20 0.75
(1.77%)
OPEN

43.25

HIGH

43.25

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43.20

NSE 05:30 | 01 Jan Sky Industries Ltd
OPEN 43.25
PREVIOUS CLOSE 42.45
VOLUME 2032
52-Week high 43.35
52-Week low 18.70
P/E 4320.00
Mkt Cap.(Rs cr) 22
Buy Price 43.25
Buy Qty 825.00
Sell Price 43.20
Sell Qty 600.00
OPEN 43.25
CLOSE 42.45
VOLUME 2032
52-Week high 43.35
52-Week low 18.70
P/E 4320.00
Mkt Cap.(Rs cr) 22
Buy Price 43.25
Buy Qty 825.00
Sell Price 43.20
Sell Qty 600.00

Sky Industries Ltd. (SKYINDUSTRIES) - Director Report

Company director report

To

The Members

Your Directors present their 31st Annual Report together with AuditedFinancial Statements of your Company for the Financial Year ended March 31 2020.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars

Standalone Results For the year ended as at

March 31 2020 March 31 2019
Total Revenue 5945.80 5849.57
Total Expenses 5827.93 5543.29
Profit/(Loss) Before Tax and Exceptional Item 117.87 306.28
Exceptional Item (85.89) (49.76)
Profit/(Loss) Before Tax 31.98 256.52
Tax Expense (Net) (3.21) (65.02)
Profit /(Loss) After Tax 28.76 191.50
Other Comprehensive Income 7.41 (2.75)
Net Profit /(Loss) After Tax 36.17 188.75
Earnings Per Share (Rs.) 0.62 4.17

PERFORMANCE OF THE COMPANY

Your Company's revenue from operations and other income were Rs. 5945.80 Lakhs asagainst Rs. 5849.57 Lakhs for the previous financial year registering an increase of Rs.96.23 Lakhs mainly due Company's Hook and Loop Tape fasteners as a major division nowwhich contributes to approximately 84% of the overall revenue. The profit before tax wasRs. 31.98 Lakhs and the profit after tax is Rs. 36.17 Lakhs for the financial year underreview as against Rs. 256.52 Lakhs and Rs. 188.75 Lakhs respectively for the previousfinancial year.

IMPACT OF COVID-19

The country witnessed lockdown being implemented in India in the second fortnight ofMarch 2020. There were also restrictions of varying extent across larger part of theworld due to the COVID-19 pandemic. This impacted the business operations of the Companysignificantly. Since May 2020 the Company started resuming operations in itsmanufacturing plants and warehouses after taking requisite permissions from Governmentauthorities. By staying true to its purpose and its values the top-most priority for theCompany was to ensure the safety of its employees. The Company has taken several measuresto ensure their well-being including leveraging the power of technology to enable them towork from home. Standing by its core commitment the Company is navigating through theseunprecedented times by building stronger and deeper relationships with consumers and itspartners.

DIVIDEND

Your Company at their Board meeting held on July 8 2020 have also recommended a finaldividend of Rs. 0.50/- per equity share of face value of Rs. 10/- each for the financialyear ended March 31 2020 which is payable on obtaining the Shareholders' approval at the31st Annual General Meeting (AGM). The final dividend if approved will bepaid within 30 days of AGM.

The dividend payout amount for the current year inclusive of tax on dividend will beapproximately Rs. 24.34 Lakhs.

In view of the changes made under the Income-Tax Act 1961 by the Finance Act 2020dividends paid or distributed by the Company shall be taxable in the hands of theShareholders. Your Company shall accordingly make the payment of the Final Dividendafter deduction of tax at source. For more clarity on deduction of tax please refer paraon ‘TDS on Dividend' as mentioned in the notes to the Notice of the AGM.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to Reserve.

DEPOSITS

During the financial year under review your Company has neither invited nor acceptedany deposits from the public within the meaning of Section 73 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014.

SHARE CAPTIAL

During the financial year under review there has been no change in the AuthorizedCapital of the Company.

Preferential Allotment-

Your Company has issued 720000 (Seven Lakhs & Twenty Thousand) convertible warrantson a preferential basis to Mr. Shailesh Shah (Promoter) by passing a special resolution onSeptember 14 2019. During the financial year under review your Company at its BoardMeeting held on February 21 2020 had issued and allotted 230000 equity shares to Mr.Shailesh Shah (Promoter) at a price of Rs. 29.25/- on preferential basis in accordancewith and in terms of the provisions of Sections 42 and 62(1)(c) of the Companies Act 2013read with rules framed there under SEBI (Issue of Capital and Disclosure Requirements)Regulations 2009 as amended from time to time and other applicable laws. Therefore thepaid-up share capital of the Company increased from Rs. 46064000 (31stMarch 2019) to Rs. 48364000 as on 31st March 2020.

ESOPs:

Your Company at its Board at its meeting held on July 8 2020 have allotted 31569Equity Shares to its employees under Sky Industries Employee Stock Option Plan 2018.Accordingly the paid-up share capital as on the date of the report has increased to Rs.48679690.

Your Company has neither issued any Equity Shares with Differential rights as todividend voting or otherwise nor has issued any Sweat Equity Shares to the employees orDirectors of the Company under any scheme. Your Company has not issued any debenturesbonds or any non-convertible securities during the financial year under review.

CREDIT RATING

As on the report date CRISIL's assigned ratings with respect to the bank / creditfacilities availed by the Company is as follows:

Sr. No. Instruments Ratings
1 Long Term Rating CRISIL BB+/Stable
2 Short Term Rating CRISIL A4+

INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section133 of the Act.

Your Company has put in place adequate internal controls with reference to accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation commensurate with the size scale and complexity of operations and ensurescompliance with various policies and statutes in keeping with the organization's pace ofgrowth increasing complexity of operations prevention and detection of frauds anderrors. The design and effectiveness of key controls were tested and no materialweaknesses were observed. The Audit Committee reviews and evaluates the adequacy ofinternal financial control and risk management systems periodically. Efficacy of Internalcontrol systems are tested periodically by Internal Auditors with and Internal Controlover financial reporting is tested and certified by Statutory Auditors. The internalfinancial control system of the Company is supplemented with internal audits regularreviews by the management and checks by external auditors. During the year under reviewno material or serious observation has been highlighted for inefficiency or inadequacy ofsuch controls.

SUBSIDIARY ENTITIES

Pursuant to sub-section (3) of section 129 of the Act your company does not have anysubsidiary as on 31st March 2020. Hence AOC -1 is not required to be attachedto the said report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the financial year under review pursuant to the provisions of Section 149 150and 152 of the Companies Act 2013 ("the Act") and based on the recommendationof the Nomination and Remuneration Committee Ms. Sanghamitra Sarangi (DIN : 08536750) wasappointed as an Additional (Non-Executive Independent) Director of the Company with effectfrom August 14 2019 by the Board. Further Members of the Company at the 30thAnnual General Meeting of the Company held on September 14 2019 approved her appointmentas a Non-Executive Independent Director not liable to retire by rotation for a term of 5(Five) years with effect from August 14 2019 to August 13 2024.

Ms. Aditi Bhatt (DIN : 07144131) whose first term of 5 years as an Non-ExecutiveIndependent Director of the Company came to an end on March 29 2020 has informed theCompany that due to her personal reasons and other commitments will not be able tocontinue on the Board. Hence Ms. Bhatt has ceased to be a Non-Executive IndependentDirector on the Board of the Company with effect from March 29 2020. The Board places onrecord its appreciation for the valuable contribution and services rendered by Ms. AditiBhatt during her tenure as an Independent Director. The Board places on record itsappreciation for the valuable contribution and services rendered by Ms. Aditi Bhatt duringhis tenure as an Independent Director.

Pursuant to the provisions of Sections 149 152 and 161 read with Schedule IV andother applicable provisions if any of the Companies Act 2013 and the Rules framedthereunder and based on the recommendation of the Nomination and Remuneration Committeethe Board had appointed Mr. Lokanath Suryanarayan Mishra (DIN : 03364948) as an NonExecutive Independent (Additional) Director of the Company with effect from July 8 2020to July 7 2025 for a period of 5(Five) years subject to approval of the members in theensuing AGM of the Company. An appropriate resolution seeking your approval to hisappointment as an Non Executive Independent Director is included in the Notice.

The term of Mr. Vaibhav Desai (DIN: 06673723) as the Whole Time Director of the Companywill end on September 30 2020. Accordingly on the recommendation of the Nomination &Remuneration Committee the Board at its meeting held on July 8 2020 approvedre-appointment of Mr. Vaibhav Desai as the Whole Time Director for a period of 3(three)years with effect from October 1 2020 subject to approval of shareholders at the ensuingAGM. An appropriate resolution seeking your approval to his re-appointment as Whole TimeDirector is included in the Notice.

All the Directors of the Company have confirmed that they are not disqualified to actas Director in terms of Section 164 of the Act.

Key Managerial Personnel

In compliance of Section 203 of the Act Ms. Gauri Rane was appointed as CompanySecretary and Compliance Officer of the Company w.e.f. March 13 2020 in place of Ms.Arushi Singhal who has resigned as a Company Secretary & Compliance Officer of theCompany at the close of business hours on February 24 2020.

The Board places on record its appreciation for the valuable contribution made by Ms.Arushi Singhal during her tenure with the Company.

As on the date of this Report Mr. Shailesh Shah Managing Director Mr. MaikalRoarani Whole Time Director & Chief Financial Officer and Ms. Gauri Rane CompanySecretary are the Key Managerial Personnel of your Company in accordance with theprovisions of Section 2(51) read with Section 203 of the Act.

Declaration of Independence by Independent Directors & adherence to the Company'sCode of Conduct for Independent Directors

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(1)(b) of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 ("SEBILODR Regulations").

Further all the Independent Directors have affirmed that they have adhered andcomplied with the Company's Code of Conduct for Independent Directors which is framed inaccordance with Schedule IV of the Act.

It may be noted that all the Independent Directors on the Board of the Company as onMarch 31 2020 have been registered in the data bank of Independent Directors as per Rule6 of the Companies (Appointment and Qualification of Directors) Rules 2014. The onlineproficiency self-assessment test as applicable by such Independent Directors shall beundertaken in accordance with the timeline as per aforesaid Rule.

Board Meetings

During the year 9 (Nine) meetings of the Board of Directors were held details ofwhich are given below.

The intervening gap between the Meetings was within the period prescribed under theAct.

Sr. No. Date of Board Meetings No. of Directors Entitled to Attend No. of Directors Present
1 April 30 2019 6 6
2 August 1 2019 6 6
3 August 14 2019 7 7
4 October 5 2019 7 7
5 November 13 2019 7 7
6 November 30 2019 7 7
7 February 4 2020 7 7
8 February 21 2020 7 7
9 March 13 2020 7 7

Compliance With Secretarial Standard

Your Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board and General Meetings and Dividends.

Constitution of Various Committees

The Board of Directors of the Company has constituted following Committees:

1) Audit Committee

An Audit Committee duly constituted by the Board of Directors has a well-definedcomposition of members and terms of reference are in accordance with Section 177 of theAct and applicable Rules thereto and in accordance with Regulation 18 of the SEBI LODRRegulations. Audit Committee was re-constituted on August 14 2019 & July 8 2020. TheAudit Committee Comprises of-

Sr. No. Name of Director Position on the Committee Nature of Directorship

No. of Audit Committee Meetings during the financial year under review

Held Attended
1 Ms. Aditi Bhatt* Chairperson Independent Director 4 4
2 Mr. Amarendra Mohapatra Member Independent Director 4 4
3 Ms. Sanghamitra Sarangi@ Member Independent Director 4 3@
4 Mr. Maikal Raorani Member Whole Time Director & CFO 4 4
5 Mr. Lokanath Mishra^ Chairman Independent Director NA NA

*Ms. Aditi Bhatt ceased to be an Independent Director and Chairman of the AuditCommittee meeting w.e.f. March 29 2020.

@Ms. Sanghamitra Sarangi has been appointed as a member of the Audit committee w.e.f.August 14 2019. ^Appointed as an Independent Additional Director and Chairman of AuditCommittee w.e.f. July 8 2020.

2) Nomination & Remuneration Committee

The Nomination and Remuneration (NRC) Committee duly constituted by the Board ofDirectors has a well-defined composition of members and terms of reference in accordancewith Section 178 of the Act and applicable Rules thereto and in accordance with Regulation19 of the SEBI LODR Regulations. The NRC Committee was re-constituted on August 14 2019& July 8 2020.

The Nomination & Remuneration Committee Comprises of-

Sr. No. Name of Director Position on the Committee Nature of Directorship

No. of NRC Committee Meetings during the financial year under review

Held Attended
1 Ms. Aditi Bhatt* Chairman Independent Director 4 4
2 Mr. Amarendra Mohapatra Member Independent Director 4 4
3 Ms. Sanghamitra Sarangi@ Member Independent Director 4 1@
4 Mr. Maikal Raorani# Member Whole Time Director & CFO 4 3#
5 Mr. Lokanath Mishra^ Chairman Independent Director NA NA

Ms. Aditi Bhatt ceased to be an Independent Director and Chairman of the NRCCommittee meeting w.e.f. March 29 2020.

@Ms. Sanghamitra Sarangi has been appointed as a member of the NRC committee w.e.f.August 14 2019. #Mr. Maikal Raorani ceased to be member of the NRC Committee w.e.f.August 14 2019.

^Appointed as an Independent Additional Director and Chairman of NRC w.e.f. July 82020.

3) Stakeholders' Relationship Committee

The Stakeholders Relationship (SRC) Committee duly constituted by the Board ofDirectors has a well-defined composition of members and terms of reference in accordancewith Section 178 of the Act and applicable Rules thereto and in accordance with Regulation20 of the SEBI LODR Regulations. The SRC Committee was re-constituted on July 8 2020. TheStakeholders Relationship Committee Comprises of-

Sr. No. Name of Director Position on the Committee Nature of Directorship

No. of SRC Committee Meetings during the financial year under review

Held Attended
1 Mr. Amarendra Mohapatra Chairman Independent Director 1 1
2 Ms. Aditi Bhatt* Member Independent Director 1 1
3 Mr. Maikal Raorani Member Whole Time Director & CFO 1 1
4 Mr. Lokanath Mishra^ Chairman Independent Director NA NA
5 Ms. Sanghamitra Sarangi@ Member Independent Director NA NA

*Ms. Aditi Bhatt ceased to be an Independent Director and Member of the SRCCommittee meeting w.e.f. March 29 2020.

^Appointed as an Independent Additional Director and Chairman of SRC w.e.f. July 82020. @Ms. Sanghamitra Sarangi has been appointed as a member of the SRC w.e.f. July 82020.

Policies on Appointment of Directors and their Remuneration

In compliance with the provisions of the Act and the SEBI LODR Regulations the Boardon the recommendation of the Nomination and Remuneration Committee ("NRC")approved the Policy for Selection Appointment and of Directors.

The aforesaid Policy provides a framework to ensure that suitable and efficientsuccession plans are in place for appointment of Directors on the Board so as to maintainan appropriate balance of skills and experience within the Board. The Policy also providesfor selection criteria for appointment of Directors viz. educational and professionalbackground general understanding of the Company's business dynamics global business andsocial perspective personal achievements and Board diversity.

The relevant Policy(ies) have been uploaded on the website of the Company and can beaccessed through the link https:// www.skycorp.in

Annual Evaluation of Board its Committees and Individual Directors

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual Directors pursuant to the provisions of the Sections 134178 and Schedule IV of the Act and Regulation 17 of the SEBI LODR Regulations. Theperformances of the Independent Directors were evaluated by the Board after seeking inputsfrom all the directors on the effectiveness and contribution of the Independent Directors.The performance of the Committees were evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.

Familiarisation Program for Independent Directors

Familiarisation Programme for Independent Directors is designed with an aim to make theIndependent Directors aware about their roles responsibilities and liabilities as per theAct the SEBI LODR Regulations and other applicable laws and to get better understandingabout the Company nature of industry in which it operates and environment in which itfunctions business model long term/short term/strategic plans important changes inregulatory framework etc. As a part of familiarisation programme the Company makespresentations to the Board Members inter alia business strategies management structureHR Policy and policies applicable as per the SEBI LODR Regulations.

At the time of appointing an Independent Director a formal letter of appointment isgiven to him which inter-alia explains the roles rights and responsibilities expected ofhim as an Independent Director of the Company. The relevant policies of the Companyincluding the Code of Conduct for Board Members and Senior Management Personnel and theCode of Conduct to regulate monitor and report trading by Insiders etc. are circulated tothe Directors.

The familiarisation programme and necessary disclosures to be made in accordance withthe SEBI LODR Regulations are available on the website of the Company athttps://www.skycorp.in.

Policies

The Board of Directors of your Company from time to time has framed and revisedvarious Polices as per the applicable Acts Rules Regulations and Standards for bettergovernance and administration of your Company. The Policies are made available on thewebsite of the Company at https://www.skycorp.in.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act with respect toDirectors' Responsibility Statement the Directors hereby confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departure has been made in following the same;

b) appropriate accounting policies have been selected and applied consistently andjudgements and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

AUDITORS

1) Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and the rules frame thereunder M/sUKG & Associates Chartered Accountants (Firm Registration No. 123393W) were appointedas Statutory Auditors of the Company at the 29th Annual General Meeting held onSeptember 7 2018 to hold office from the conclusion of the 29th Annual GeneralMeeting till the conclusion of the 34th Annual General Meeting subject toratification of their appointment at every Annual General Meeting ("AGM").However as per Companies (Amendment) Act 2017 effective from May 07 2018 theprovisions relating to ratification of the appointment of Statutory Auditors at every AGMis not required.

Auditors' Report

There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report for the financial year 2019-20.

2) Internal Auditor

Internal Audit for the year ended March 31 2020 was done by M/s Sitendu Sharma &Co. Chartered Accountant and Internal Audit report at periodic intervals were placedbefore the Audit Committee.

3) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s RameshChandra Mishra & Associates Practicing Company Secretary as its Secretarial Auditorsto undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedas Annexure-I and forms an integral part of this report. There is no secretarial auditqualification reservation or adverse remark for the financial year under review.

Secretarial Compliance Report

Your Company's paid-up paid-up equity share capital and Networth on last day of theprevious year i.e. on March 31 2019 was Rs. 46064000 and Rs. 204847886respectively which are below the threshold limits mentioned in the Regulation 15(2) ofthe SEBI LODR Regulations. Hence the compliance w.r.t. to Regulation 24A i.e.Secretarial Compliance Report is not applicable to the Company for the financial yearunder review.

4) Cost Auditors

During the financial year under review provisions of Section 148 of the Act readwithCompanies (Audit & Auditors) Rules 2014 and other applicable provisions if anyrelating to the Cost Audit are not applicable to the Company.

5) Details of Fraud reported by Auditors

During the financial year under review neither the Statutory Auditors nor thesecretarial auditors have reported to the Board or Audit Committee under Section 143(12)of the Act any instances of fraud committed against the Company by its officers oremployees.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOUNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013

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

Details of Foreign exchange earnings and outgo for the financial year under review areas follows: Foreign Exchange Earning : Rs. 464 Lakhs Foreign Exchange Outgo : Rs. 3230Lakhs

CORPORATE SOCIAL RESPONSIBILITY

During the financial year under review the provisions of Section 135 of the Actrelating to the Corporate Social Responsibility are not applicable to your Company.

RELATED PARTY TRANSACTIONS

During the financial year under review all related party transactions were on arm'slength basis and not in conflict with the interest of the Company. Hence AOC -2 is notrequired to be attached to the said report. The particulars of the said transactions alongwith other contracts/arrangements are also briefed in the Note/Schedule 41 to thefinancial statement which sets out related party disclosures.

CORPORATE GOVERNANCE

As stipulated under regulation 15(2) of the SEBI LODR Regulations the requirement offurnishing report on Corporate Governance is not applicable to the Company during thefinancial year under review as it's paid up equity share capital and networth is belowthe threshold limit of Rs.10.00 Crores and Rs.25.00 crores respectively on the last dayof the previous financial year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI LODR Regulations ManagementDiscussion and Analysis Report forms part of this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theAct read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 anextract of the Annual Return as at 31st March 2020 in Form No. MGT-9 isappended as Annexure II and forms part of this Report and can be accessed on theCompany's website at https://www. skycorp.in.

EMPLOYEE STOCK OPTION PLAN (ESOP)

During the financial year under review your Company has SKY Industries Employee StockOption Plan 2018 ("SKY ESOP 2018").

Your Company at its Board Meeting held on July 8 2020 has issued and allotted 31569Equity Shares of the Company to its employees against exercise of equal number of stockoptions pursuant to SKY ESOP 2018. This resulted in increase in the Company's Paid upShare Capital to Rs. 48679690 as on July 8 2020. A certificate from the statutoryauditors certifying that the scheme viz. SKY ESOP 2018 has been implemented in accordancewith SEBI (Share Based Employee Benefits) Regulations 2014 and in accordance with theresolution(s) passed by the members has been obtained and would be available forinspection by the members of the Company

The disclosures with respect to SKY ESOP 2018 as required by the Securities andExchange Board of India (SEBI) (Share Based Employee Benefits) Regulations 2014 havebeen annexed as Annexure – III to the Boards' Report.

PARTICULARS OF EMPLOYEES

In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are appended to this Report as Annexure IV.

The Statement containing number of employees pursuant to Section 197(2) of the Act andRule 5(2) & 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended forms part of the Annual Report. As per the provisionsof Section 136 of the Act the reports and financial statements are being sent toShareholders of the Company and other Stakeholders entitled thereto excluding statementcontaining particulars of employees. The copy of said statements is available at theregistered office of the Company during the business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. Any Shareholder interested inobtaining such details may write to the Company Secretary of the Company and the same willbe furnished on such request.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the financial year under review your Company has not given any loans orprovided any guarantees or securities or the investments as required under the provisionsof Section 186 of the Act.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy/Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. Staying true to our core values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and Stakeholders Responsibility. The said Policy ensures that strictconfidentiality is maintained in respect of whistle blowers whilst dealing with concernsand also specified that no discrimination will be meted out to any person for a genuinelyraised concern. The Policy on Vigil Mechanism/Whistle Blower Mechanism may be accessedthrough website of the Company viz. https://www.skycorp.in.

During the financial year under review no complaint pertaining to the Company wasreceived under the Whistle Blower mechanism.

DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 read with the Rulesthereunder your Company had formulated and adopted a Policy on Prevention of SexualHarassment at Workplace.

Your Company has complied with the provisions relating to the constitution of InternalComplaints Committee (ICC) under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 to redress complaints received regarding sexualharassment.

During the financial year under review no complaints were received from any of theemployees.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY OPERATIONS IN FUTURE

During the Financial Year 2019-20 under review there were no significant and materialorders passed by the Regulators or Courts or Tribunals impacting the going concern statusand the Company's operations in future.

LISTING

Equity Shares of your Company are listed on BSE Limited. Your Company has paid therequired listing fees to Stock Exchange.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the SEBI LODR Regulations the certificate as prescribed in Part B ofSchedule II of the said Regulations has been obtained from Mr. Shailesh Shah ManagingDirector and Mr. Maikal Raorani Whole Time Director & Chief Financial Officer forthe Financial Year 2019-20 with regard to the Financial Statements and other matters. Thesaid Certificate forms part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Rule 5(8) of the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company furnished a statement /information through Form IEPF-2 to the Ministry of Corporate Affairs of the unclaimeddividends amounting to Rs. 1.90 Lakh as on date of holding of Annual General Meeting i.e.September 14 2019. The Company has uploaded the details of unclaimed dividend on theCompany's website at www.skycorp.in under the Investor Relations section.

In accordance with the applicable provisions of Companies Act 2013 read with InvestorEducation and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016(hereinafter referred to as the "IEPF Rules") all unclaimed dividends arerequired to be transferred by the Company to the IEPF after completion of 7 (Seven)years. Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

CAUTIONARY STATEMENT

Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable Securities Lawsand Regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include changesin the government regulations developments in the infrastructure segment tax regimes andeconomic developments within India.

ACKNOWLEDGEMENT

Your Directors acknowledge the support extended by the Securities and Exchange Board ofIndia Ministry of Corporate Affairs Registrar of Companies and all other governmentaland regulatory authorities for the guidance and support received from them includingofficials there at from time to time.

The Directors place on record the gratitude for the guidance and support extended byBSE Limited National Securities Depository Limited and Central Depository Services(India) Limited. Your Directors also places on record its appreciation for the support andco-operation your Company has been receiving from its customers dealers agentssuppliers investors and bankers for their continued support and faith reposed in theCompany.

Your Directors places on record their appreciation of the contribution made by theemployees of your Company at all levels. Your Company's consistent growth was madepossible by their hard work solidarity cooperation and support.

.