The Members of
Skypak Service Specialists Limited
Your Directors submit the 33rd Annual Report of Skypak Service SpecialistsLimited along with the audited financial statements for the financial year ended 31stMarch 2015:
1. Financial Results
(Amt. in Rs)
| ||Year Ended 2015 ||Year Ended 2014 |
|Total Income ||1496803 ||9628472 |
|Total Expenditure ||2028943 ||10109459 |
|Profit Before Interest and depreciation ||(52140) ||(480981) |
|Less: Depreciation ||- ||- |
|Interest ||- ||- |
|Tax ||- ||- |
|Net Profit/Loss After Tax ||(532140) ||(480981) |
In view of the carry forward losses incurred in the earlier years your Board ofDirectors express their inability to recommend any dividend for the financial year ended31st March 2015.
3. Company s performance
The total income of the company is Rs. 1496803/- as compared to previous year Rs.9628472/. The net loss after depreciation and provision for tax for the year ended 31stMarch 2015 is Rs. (532140)/- as compared to net loss of Rs. (480981)/- in theprevious year.
4. Transfer to Reserve
The Company has transferred losses for year ended 31st March 2015 thus itproposes to carry Rs. (532140)/- to the Reserve of the company.
5. Particulars of Loans Guarantee and Investment
There are no Loans Guarantee and Investments covered under section 186of the CompaniesAct 2013
6. Fixed Deposit
The company does not accepted or renewed any deposit from public.
7. Directors Responsibility Statement
Pursuant to Section 134(5) of the Company s Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) That in the preparation of the accounts for the financial year ended 31stMarch 2015; the applicable accounting standards have been followed along with properexplanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review;
(iii)That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a going concern basis.
(v)That the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively;
(vi)That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Pursuant to the provisions of Section 152 of the Companies Act 2013 and Rules madethereunder and the Articles of Association of the Company Mr.Dilip Kulkarni Director ofthe Company retire by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for re-appointment.
A Brief note on Directors retiring by rotation and being eligible for re-appointmentannexed to the notice convening the Annual General Meeting.
9. Number of Board Meeting
The Board met nine times during the financial year the details of which are given inthe corporate governance report which forms the part of Annual Report. The intervening gapbetween any two meetings was within the period prescribed by Companies Act 2013.
10. Board Evaluation
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of Independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance report section in this Annual Report.
11. Training of Independent Directors
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors:
(a) a program on how to review verify and study the financial reports;
(b) a program on Corporate Governance;
(c) provisions under the Companies Act 2013; and
(d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
12. Policy of Directors Appointment and Remuneration
The Company s policy on directors appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the corporate governancereport which forms part of the directors report.
The current policy is to have an appropriate mix of executive and Independence of theBoard and separate its function of governance and management. As on 31st March2015 the Board consists of five members. Out of which there are two IndependentDirectors one Non-Executive Director and two Executive Directors out of which one isWomen Director.
13. Committee of the Board
Currently the Board has following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee 4. RiskManagement Committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
14. Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
Independent Directors Declaration
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two per cent. or more of its grossturnover or total income or fifty lakh rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent. or more of thegross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
6. Independent director possesses such qualifications as may by required by the Board.
7. The Company & The Independent Directors shall abide by the provisions specifiedin schedule IV of the Companies Act 2013.
15. Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedRamesh Chandra Mishra & Associates practicing Company Secretary for conductingsecretarial audit of the Company for the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure A. The Secretarial Auditreport does not contain any qualification reservation or adverse remark
16. Statutory Auditor
At the annual General Meeting held on 30th September 2014 M/s. PAMS &ASSOCIATES
Chartered Accountants (Firm Registration no: 316079E) were appointed as statutoryauditors of the company to hold office till the conclusion of the Annual General Meetingto be held in the calendar year 2017. In terms of the first proviso to section 139 of thecompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting. Accordingly the appointment of M/s. PAMS & ASSOCIATESas statutory auditor of the Company is placed for ratification by the shareholders. Inthis regards the company has received certificate from the auditors to the effect that ifthey are re-appointed it would be in accordance with the provision of section 141 of theCompanies Act 2013
17. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure B.
18. Particulars of Contract and arrangements with related parties
All related party transaction were entered into during the financial year were on arm'slength basis and were in the ordinary course of the business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.
19. Subsidiary Companies
The Company does not have any subsidiary.
20. Code of Conduct
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in Zero Tolerance against bribery corruption andunethical dealings / behaviors of any form and the Board has laid down the directives tocounter such acts.
21. Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility. The Company has a Fraud Risk and Management Policy to dealwith instances of fraud and mismanagement if any. The FRM Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
22. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
23. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
24. Investor Complaints and Compliance
All the investor complaints have been duly resolved and as on date no complaints areoutstanding.
25. Particulars of Employee
As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure C to the Board's report.
As per the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 none of the employee employed in the company throughoutthe financial year or part thereof in receipt of remuneration of Rs. 60 lakhs or more oremployed for part of the year and in receipt of Rs. 5 lakhs or more a month.
Under Section 22 & 28 of the Sexual Harassment of Women at the Workplace Act 2013there were no complaints filed against any person or reported.
26. Corporate Social Responsibility
As per the Companies Act 2013 all companies having net worth of 500 crore or more orturnover of Rs. 1000 crore or more or a net profit of Rs.5 crore or more during anyfinancial 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.
27. Energy Technology Absorption and Foreign Exchange
Information required under Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is as follows:
(A) Conservation of Energy
i) Adequate Steps has been taken for energy conservation.
ii) Additional Investments and Proposals if any being implemented for implemented forreduction of consumption of energy: On a periodic basis necessary corrective steps havebeen taken for replacement of old equipments.
iii) Impact of the measures as above for reduction of energy consumption andconsequential impact on the cost of production of goods: Marginally there is a saving inthe cost of production of goods
iv) Total energy consumption per unit of production: Not Identifiable
(B) TECHNOLOGY ABSORTION
Up gradation and modernization of the courier out with latest technology available inthe market.
(C) FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has earned foreign exchange worth Nil and has spent foreign exchange worthNil as under:
| ||Year ended 31/03/2015 ||Year ended 31/3/2014 |
|Earned ||Nil ||Nil |
|Used ||Nil ||Nil |
28. Corporate Governance
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization s brand and reputation. We comply with thedirections of the SEBI and the Bombay Stock Exchange Ltd the code of corporate governancebecome applicable to the company w.e.f 2002-03 and accordingly the company has beenadhering to the direction And guidelines as required. The report on the code of corporategovernance is annexed separately in this annual Report as Annexure D.
29. Payment of Listing Fees
Your company shares are listed on Bombay Stock Exchange Ltd. the listing fees for theyear 2015-2016 have been paid to the stock exchange. The company has been complying withall the conditions require to be complied with in the listing agreement.
The Board appreciates and places on record the contribution made by the employeesduring the year under review. The Board also places on record their appreciation of thesupport of all stakeholders particularly shareholders customers suppliers and businesspartners
| ||By the Order of the Board |
|Place: Mumbai ||Sd/- |
|Date: 30/05/2015 ||Devika Kulkarni |
| ||Executive Director |