| Dear Members,
Your Directors have pleasure in presenting their 26th Annual Report on
the business and operations of the Company and the accounts for the
Financial Year ended March 31,2015.
1. Financial summary or highlights/Performance of the Company
(Standalone)
The Board's Report shall be prepared based on the stand alone financial
statements of the company.
Particular 2014-2015 2013-14
Cmss Income 5539 5611
Pin lit Before Interest and 265 499
Depreciation
Finance Charges 323 329
Cross Profit
Provision for Depreciation 133 137
Net Profit Before Tax (113) 73
Provision for Tax 1151 4
Net Profit After Tax (98) 69
Balance of Profit forward 1024 956
Balance available far appropriation 926 1024
Proposed Dividend on Equity NIL NIL
Shares
Taxon pm posed Dividend NA NA
Transfer to General Reserve NIL NIL
Surplus carried to Balance Sheet 926 1024
The Consolidated financial summary of the Company's' performance is as
under:
Particulars 2014-2015 2013-14
Gross Income 6543.07 823.39
Net Profit After Tax (637) 189,75
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.
Other Divisions viz. Malai Dori, Elastics etc are now closed. The
contribution of Hook and Loop Tape Fasteners is 85% of the overall
revenue of the Company. The other significant divisions are Velvet
Manufacturing based in Daman.
The turnover of the Company was 55.38 Crores, nearly the same as
previous year. The PAT was negative considering pressures on other
businesses of the Company, vis a vis a PAT of Rs. 68 Lacs in the
previous year.
The trend of performance is reflected in the Consolidated results as
well.
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.
4. Dividend
In view of inadequate profits, the Directors do not recommend any
dividend for the current year.
5. Change of Name
The Company has not changed its name during the year under preview.
6. Share Capital
The Company has not issued any shares with differential voting rights
as well as neither issued any sweat equity.
7. Directors and Key Managerial Personnel
During the year, Ms Aditi Bhatt has been appointed as Independent
Director in the Company.
8. Particulars of Employees
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is
annexed as Annexure II.
9. Meetings
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year six Board Meetings and six Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
10. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Compliance 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 independence as provided in sub-section (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 on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
12. Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration 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 the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
C) Any director who is in receipt of any commission from the company
and who is a Managing Director or Whole-time Director of the Company
shall receive any remuneration or commission from any Holding Company
or Subsidiary Company of such Company subject to its disclosure by the
Company in the Board's Report.
13. Details of Subsidiarv/TointVentures/Associate Companies
Pursuant to sub-section (3) of section 129 of the Act, the statement
containing the salient feature of the financial statement of a
company's subsidiary or subsidiaries, associate 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 be kept open for inspection at the Registered & Corporate
Office of the Company. The Company will also make available copy
thereof upon specific request by any Member of the Company interested
in obtaining the same. Further, pursuant to Accounting Standard AS-21
issued by the Institute of Chartered Accountants of India, Consolidated
Financial Statements presented by the Company in this Annual Report
include the financial information of its subsidiary.
14. AUDITORS:
The Auditors, M/s Thanawala & Co., Chartered Accountants, retire at the
ensuing Annual General Meeting and, being eligible, offer themselves
for reappointment for a period of one year from the conclusion of this
Annual General Meeting [AGM] till the conclusion of next AGM.
15. AUDITORS'REPORT
The Auditors' Report does not contain any qualification. Notes to
Accounts and Auditors remarks 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 FY2014-15
17. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under, M/s.
Ramesh Chandra Mishra, Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as Annexure IV to this report. 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 Internal
Auditor. During the year, the Company continued to implement their
suggestions and recommendations to improve the control environment.
Their scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths
in all areas. Internal Auditors findings are discussed with the process
owners and suitable corrective actions taken as per the directions of
Audit Committee on an ongoing basis to improve 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, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.skyindia.com under
investors/policy documents/Vigil Mechanism Policy link.
21 Risk management policy
A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, this in the opinion 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 the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXUREI.
23. No material changes and commitments, if any, affecting the
financial position of the company which have occurred between the end
of the financial year of the company to which the financial statements
relate and the date of the report
24. Deposits
The Company has not accepted any deposits within the meaning of
Deposits under the Chapter V of the Act.
25. Particulars of loans, guarantees or investments under section 186
Details of Loans:
sl Date of Details of Amount Purpose for Time
No making borrower which the period
Joax loans is to for
be utilzed which
by the it is
recipient even
NOT APPLICABLE
Date of Date of Rate of secruity
BR SR interest
(if
reqd)
Details of Investments
sl Date of Details of Amount Purpose for which
No investments Investor in lacs the proceeds
fron intellectualis
purpossed is
bee utilzed by
the receiplent
1. 28/5/99 Skay Lac 35.61 Operations
2. 31/3/92 Dombivi Nagerj 5.00 Banking Limits
Sahaker bank
3. 31/3/08 sky.Heminay 147.87 Operations
Pvt.Ltd
4. 6/1/11 S.K Stahe 28.60 Operations
and Pvt.Ltd
sl Date of Date of BE Date of sit Expected rate
No investments (if reqd) of return
1. 28/5/99 - - -
2. 31/3/92 - - -
3. 31/3/08 - - -
4. 6/1/11 - - -
Details of Guarantee / Security Provided:
Sl. Date of Details of Amount Purpose for which the
No Providing recipient secrity/ garantee is
secrity / propose to be utilized
garantee by the recipient
1 18/9/09 sky Hemmave 126 Lacs Banking Limits
Pvt.Ltd
Sl. Date of date of BR Date of SR Commission
No Providing (if any)
secrity /
garantee
1 18/9/09 - - -
26. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the
Company with related parties referred to in sub-section (1) of section
188 of the Companies Act, 2013 including certain arm's length
transactions under third proviso thereto has been disclosed in Notes to
Accounts.
27. STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars 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 Report
excluding the aforesaid information is being sent to all the members of
the Company and others entitled thereto. Any member interested in
obtaining such particulars may write to the 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013.
Under the said Act every company is required to set up an Internal
Complaints Committee to look into complaints relating to sexual
harassment at workplace of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of
said policy. During the year Company has not received any complaint of
harassment.
29. Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
a) Conservation of energy
The production activity of the Company is not energy intensive.
However, all measures are being taken for optimizing energy usage.
(b) Technology absorption
The Company plans to introduce various measures to help the production
improvement as well as reduce the wastage further.
(c) Foreign exchange earnings and Outgo
During the year, total foreign exchange used was Rs. 2414 Lakhs and the
total foreign exchange earned was Rs. 711 lakhs.
30. Corporate Social Responsibility (CSR)
As per the Companies Act, 2013, all companies having net worth of Rs.
500 crore or more, or turnover of Rs. 1,000 crore or more or a net
profit of Rs.5 crore or more during any 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 of
whom should be an independent director and such Company shall spend at
least 2% of the average 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 important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
32. Directors' Responsibility Statement
Pursuant to the clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013 pertaining to the Directors' Responsibility
Statement it is hereby confirmed that-
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
33. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
Pursuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has already filed the
necessary form and uploaded the details of unpaid and unclaimed amounts
lying with the Company, as on the date of last AGM (i.e. 27th Sep,
2014), with the Ministry of Corporate Affairs.
34. Acknowledgements
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
For and on behalf of the Board of Directors
Shailesh Shah
Managing Director
Place: MUMBAI
Date: 11th Aug 2015
|