To
The Members
Sky Industries Limited
Your Board of Directors takes pleasure in presenting this Thirty Fourth (34th) Annual
Report covering the highlights of the finances, business, and operations of your Company
along with the Audited Financial Statements and Report of Auditors thereon for the
Financial Year ended March 31, 2023.
COMPANYS FINANCIAL HIGHLIGHTS
The highlights of the Companys financial results for the Financial Year 2022-23 are as
under:
(Rs In Lakhs)
PARTICULARS |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
7492.09 |
7024.54 |
Other Income |
31.48 |
85.93 |
Total Income |
7523.58 |
7110.46 |
Depreciation & Amortisation |
169.81 |
189 |
Profit before Tax |
233.67 |
656.85 |
Total Tax Expenses |
56.86 |
169.65 |
Net Profit |
176.82 |
487.20 |
Earnings Per Share ( in ) |
|
|
Basic |
2.27 |
7.70 |
Diluted |
2.26 |
6.28 |
OVERVIEW:
Your Companys Total Income during the year under review was Rs 7523.58 Lakhs as
compared to Rs. 7110.46 Lakhs in the previous year. Profit before Tax for the year 2022-23
was Rs 233.67 Lakhs as against Rs. 656.85 Lakhs in the previous year. Profit after Tax for
the year 2022-23 stood at Rs. 176.82 Lakhs as against Rs. 487.20 Lakhs in the previous
year. Mainly Companys Hook and Loop Tape fasteners is a major division, contributes to
approximately 70% of the overall revenue.
The Financial Statements for the year ended March 31, 2023 have been prepared in
accordance with Indian Accounting Standards (Ind-AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of Companies Act, 2013, (the Act)
and other relevant provisions of the Act. There are no material departures from the
prescribed norms stipulated by the accounting standards in preparation of the annual
accounts.
Management evaluates all recently issued or revised accounting standards on an on-going
concern basis. The Company discloses Financial Results on a quarterly basis,
which are subject to Limited Review and publishes Audited Financial Results on an
annual basis.
TRANSFER TO RESERVES
During the year under review, the Company has not transferred any amount to the
General ReserveRs and entire amount of profit for the year forms part of the Retained
Earnings.
DIVIDEND
The Company has a good track record of rewarding its Shareholders with a generous
dividend pay-out. In view of the strong operational and financial performance during the
year under review, the Board of Directors is pleased to recommend a dividend of Re. 1 per
Equity Share of Rs. 10/- each (i.e., 10%) for the Financial Year ended on March 31, 2023
subject to the approval of Members in the ensuing Annual General Meeting of the Company.
The Company continues with its task to build businesses with long-term goals based on
its intrinsic strengths in terms of its powerful brands, quality manufacturing prowess,
distribution strengths and customer relationships.
Increase in Issued, Subscribed and Paid-Up Equity Share Capital
During the year under review, the Company on April 30, 2022 has issued & allotted
10,10,000 Equity Shares upon the Conversion of Warrants into Equity Shares of face value
of Rs. 10/- each at a price of Rs. 30/- to various promoters and non-promoter group of the
Company.
The change in paid-up share capital during the year was as under:
Particulars |
No. of shares allotted |
Cumulative Paid-up share Capital |
Capital at the beginning of the year, i.e., as on April 01, 2022 |
|
68,49,841 |
Allotment of 10, 10, 000 Equity Shares at a price of Rs 30 each on
April 30, 2022 upon Conversion of Warrants to both Promoter and Non- Promoter Group of
Company |
10,10,000 |
78,59,841 |
Capital at the end of the year, i.e., as on March 31, 2023 |
|
78,59,841 |
There were no instances where the Company failed to implement any corporate action
within the specified time limit.
The Company on May 16, 2023 allotted 30,700 Equity Shares to the eligible employees of
the Company pursuant to the Scheme of Sky Industries ESOP 2018 , Pursuant to which the
issued, subscribed and paid up share capital of the Company stands increased from
78,59,841 to 78,90,541.
Details of utilization of funds raised through preferential allotment
In accordance with the Resolution passed by the Members of the Company through Postal
Ballot on January 09, 2021 for issuance of 20,00,000 Warrants convertible into Equity
Shares of having face value of Rs. 10 (Rupees Ten only) each at a price of Rs. 30 (Rupees
Thirty only) each aggregating to an amount of Rs. 6,00,00,000 (Rupees Six Crore only), on
preferential basis to various Promoter and Non-Promoter Group were utilized for Repayment
of Debt,
meeting future funding requirements; and other general corporate purposes.
The proceeds raised were accordingly utilized towards the objects stated in the notice
of the Postal Ballot. The uses/ application of proceeds/funds raised have been disclosed
to the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility is applicable to your Company from Financial Year
2022-2023. The Company has duly adopted Corporate Social Responsibility Policy and the
same has been displayed on the Website of the Company- https://skycorp.in/wp-content/
uploads/2023/03/CSR-Policy.pdf
The Companys CSR initiatives and activities are aligned to the requirements of Section
135 of the Companies Act, 2013.The brief outline of the CSR policy of the Company and the
initiatives undertaken by the Company on CSR activities during the year are set out in
Annexure-A of this report in the format prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
Your Company through trust has been doing work in the following sectors:
a) Education & Skill Development
b) Childcare & Healthcare Facilities
c) Social Welfare
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER
OF PEOPLE EMPLOYED
Human resources have always been of supreme importance at Sky as they are the
growth-drivers and the mainstay of the organization. The prominence of the people of the
organization stems from the belief that they are the authors of the Companys success
story. Integral to the Companys approach, Human resource development is its distinctive
strategy. The strategy ensures developing and nurturing a team of competent, passionate
and inspiring leaders who would turn to be the scribes of a promising futures slate.
Thus, building a future ready organisation through true to type learning, innovation and
world-class execution. The Company believes that the alignment of all employees to a
shared vision and purpose is crucial for succeeding in the marketplace. Further it
recognises the mutuality of interest with key stakeholders and is committed to building
harmonious employee relations.
Sky is confident that its employees will relentlessly strive to
meet the growth agenda, deliver world class performance and innovate newer things. Thus
they will uphold human dignity, foster team spirit and discharge their role as trusteesRs
of all stakeholders with true faith and allegiance.
The Company cares for its people, customers, suppliers, and community who are reflected
in the Companys policy, programs and development efforts. As of March 31, 2023, the
Company had 70 permanent employees at its manufacturing plants and administrative office.
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Executive & Non-Executive Directors, Key Managerial Personnel, Senior
Management and other employees of the Company.
The policy outlines the criteria for determining qualifications, positive attributes,
relevant experience and Independence of Director and criteria for appointment of Key
Managerial Personnel / Senior Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board of Directors while making
selection of the candidates.
The Policy also lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees.
The Nomination and Remuneration Policy of the Company is available on the website of
the Company and can be accessed through the web link at www.skycorp.in.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There have been no material changes and commitments, 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 this Report.
INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT
The establishment of an effective corporate governance and internal control system is
essential for sustainable growth and long-term improvements in corporate value, and
accordingly, Sky Industries Limited works to strengthen such structures. We believe
that a strong internal control framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with
the size and complexity of its operations. The internal controls ensure the reliability of
data and financial information to maintain accountability of assets.
The Company has an effective internal control and risk- mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. These
controls ensure safeguarding of assets, reduction and detection of fraud and error,
adequacy and completeness of the accounting records and timely preparation of reliable
financial information. Critical functions are rigorously reviewed and the reports are
shared with the Management for timely corrective actions, if any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all
critical and high-risk areas.
The internal and operational audit is entrusted to S. A. Porwal & Associates. The
main focus of internal audit is to review business risks, test and review controls, assess
business processes besides benchmarking controls with best practices in the industry.
Significant audit observations and follow-up actions thereon are reported to the Audit
Committee. For ensuring independence of audits, internal auditors report directly to the
Audit Committee.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms
length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not
required. Further, there are no material related party transactions during the year under
review with the Promoters, Directors or Key Managerial Personnel. All related party
transactions are mentioned in the notes to the accounts.
All Related Party Transactions are placed before the Audit Committee for approval.
Omnibus approval was obtained on a yearly basis for transactions which are of repetitive
nature. Transactions entered into pursuant to omnibus approval are verified by the Audit
Committee and a statement giving details of all Related Party Transactions are placed
before the Audit Committee and the Board for review and approval on a quarterly basis.
The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company and can be seen at the link www.skycorp. in. None
of the Directors has any pecuniary relationship or transactions vis-a-vis the Company
except remuneration, ESOP and sitting fees.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to Financial Statements forming part of the Annual
Report.
DEPOSITS
The Company has not accepted any deposits, within the meaning of Section 73 of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014.
PERFORMANCE OF SUBSIDIARY COMPANIES
The Company has no subsidiaries, therefore not required to provide detail of
performance of subsidiary Company. Hence, AOC -1 is not required to be attached to the
said report.
CORPORATE GOVERNANCE
Company is committed to maintain high standards of Corporate Governance to achieve
business excellence and strengthen the confidence of all stakeholders. The Company
constantly endeavours to create and sustain long-term value for all its stakeholders
including, but not limited to, shareholders, employees, customers, vendors, suppliers,
investors and the wider communities that we serve.
Your Company has complied with the mandatory Corporate Governance requirements
stipulated under the Listing Regulations. A separate Report on Corporate Governance is
annexed hereto forming part of this report together with the requisite certificate from
Ramesh Chandra Mishra & Associates, Practicing Company Secretary as stipulated under
the Listing Regulations.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Composition:
The Companys Board ofDirectors consists of distinguished individuals with proven
competence and integrity. Besides
strong financial acumen, strategic astuteness, experience and leadership qualities,
they have a significant degree of dedication to the Company and invest adequate time to
Meetings and preparation. In terms of requirement of Listing Regulations, 2015, the Board
has defined fundamentals, skills, expertise and competencies of the Directors in the
context of the Companys business for effective functioning and how the current Board of
Directors is fulfilling the required skills and competences. As of March 31, 2023, the
Board Comprises of Eight (8) Directors, out of which four (4) are Executive Directors and
four (4) are Non-Executive Independent Directors (including one Independent Woman
Director).
Appointment/ Re-appointment:
During the Financial Year 2022-2023, Company had appointed Mr. Nitin Arvind Oza (DIN:
03198502) as NonExecutive Independent Director w.e.f. October 22, 2022 for a period of
Five years.
The Board of Directors at its meeting held on May 16 2023, subject to approval of
shareholders, Approved the appointment of Mr. Vaibhav Jay Desai (DIN: 06673723) as a Whole
Time Director of the Company for the period of Three (3) years commencing from October 01,
2023 at 34th Annual General Meeting scheduled to be held on June 30, 2023. Resolution
seeking shareholdersRs approval for his re-appointment along with other required details
are provided as an Annexure to Notice of the Annual General Meeting
Present Term of Mr. Amarendra Mohapatra (DIN: 03609521), Independent Director of the
Company shall expire on July 26, 2023, your Directors in its meeting held on May 16, 2023
on the recommendation of Nomination and remuneration committee have considered his
reappointment for 2nd Term for the period of Three (3) years with effect from July 27,
2023. Your Directors recommend for your approval by way of Special Resolution at ensuing
Annual General Meeting (AGM).
Directors retiring by rotation:
In accordance with the provisions of Section 152 of the Act and the Companys Articles
of Association, Mr. Sharad Shah (DIN: 00006114), Whole Time Director & Mr. Maikal
Raorani (DIN: 00037831), Whole Time Director and Chief Financial Officer retires by
rotation at the forthcoming Annual General Meeting (AGM”) and being eligible, has
sought re-appointment. Based on recommendation of the Nomination and Remuneration
Committee, the Board of Directors has recommended their re-appointment and the
matter is being placed for seeking approval of members at the ensuing Annual General
Meeting of the Company.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2
on General Meetings, necessary details of Mr. Sharad Shah and Mr. Maikal Raorani, are
provided as an Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors
as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Key Managerial Personnel
Mr. Swapnil Soni (Membership No.: A64139), Company Secretary and Compliance Officer
resigned from the Company w.e.f. March 13, 2023 to pursue an alternative career
opportunity. The Board of Directors based on the recommendations of the Nomination &
Remuneration Committee at its meeting held on May 16th, 2023 appointed Ms. Priyal
Ruparelia (Membership No.: A71040) as Company Secretary and Compliance Officer of the
Company w.e.f. May 16,2023.
Declarations by Independent Directors
All Independent Directors of the Company have given declarations that they meet the
conditions of independence as laid down under Section 149(6) of the Act and Regulation
16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also
confirmed that they have complied with the Companys Code of Business Conduct &
Ethics.
The Ministry of Corporate Affairs (“MCA”) vide Notification Number G.S.R.
804(E) dated October 22, 2019 and effective from December 01, 2019 has introduced the
provision relating to inclusion of names of Independent Directors in the Data Bank
maintained by Indian Institute of Corporate Affairs (IICA). All Independent Directors of
the Company are registered with IICA.
In the opinion of the Board possess the requisite integrity, experience, expertise,
proficiency and qualifications.
Familiarization Programmes
The Company has a Familiarization programme for its Independent Director which is
imparted at the time of
appointment of an Independent Director on Board as well as annually. During the year,
the Independent Directors of the Company were familiarized and the details of
familiarization programmes imparted to them are placed on the website of the Company and
the web link thereto is https://skycorp.in/wp-content/uploads/2023/03/9.-
Independent-Director-Familiarization-Programme.pdf
NUMBER OF MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on business policies and
strategies. The Board exhibits strong operational oversight with regular business
presentations at Meetings. The Board Meetings are prescheduled to help them plan their
schedules and ensure meaningful participation. Only in the case of special and urgent
business, should the need arise, of the Boards approval taken by passing resolutions
through circulation, as permitted by law, which are confirmed in the subsequent Board
meeting. The agenda for the Board Meetings includes detailed notes on the items to be
discussed to enable the Directors to take informed decisions.
During the Financial Year 2022-23, Six Meetings of the Board of Director were
conducted. The details of Board Meetings and the attendance of the Directors at such
meetings are provided in the Corporate Governance Report, which forms part of this Annual
Report. The intervening gap between the meetings was within the prescribed period under
the Companies Act, 2013 and the Listing Regulations.
DIRECTORSRs RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134(3)
(c) of the Act:
a) that in the preparation of the Annual Accounts for the year ended March 31, 2023,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
b) the directors had 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 as at March 31, 2023 and of the profit of
the Company for the year ended on that date;
c) that the Directors have taken proper and sufficient care 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) the annual accounts have been prepared on a going concern basis;
e) that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board has carried out an annual evaluation of its own performance and that of its
Committees as well as performance of all the Directors individually, including Independent
Directors, Managing Director, Chief Financial Officer and Executive Directors.
Feedback was sought by way of a structured questionnaire covering various aspects of
the Boards functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and
Governance and the evaluation was carried out based on responses received from the
Directors.
The performance evaluation of Committees was based on criteria such as structure and
composition of Committees, attendance and participation of member of the Committees,
fulfilment of the functions assigned to Committees by the Board and applicable regulatory
framework, frequency and adequacy of time allocated at the Committee Meetings to fulfil
duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated,
comprehensiveness of the discussions and constructive functioning of the Committees,
effectiveness of the Committees recommendation for the decisions of the Board, etc.
The performance evaluation of Independent Directors was based on various criteria,
inter-alia, including attendance at Board and Committee Meetings, skill, experience,
ability to challenge views of others in a constructive manner, knowledge acquired with
regard to the Companys business, understanding of industry and global trends etc.
The performance evaluation of the Directors and Committees was completed during the
year under review. The Independent Directors of the Company have held one meeting during
the year without the presence of NonIndependent Directors and members of the management to
review the performance of Non-Independent Directors and the Board of Directors as a whole.
The Board of Directors expressed their satisfaction with the evaluation process.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Companys operations in future.
SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN - 2018
The Company has in force the Sky Industries Employees Stock Options Plan
2018(“ESOP 2018”).
The voting rights of the shares issued to employees under above ESOP are either
exercised by the employees directly or through their appointed proxies.
During the year, there have been no material changes in the aforesaid mentioned scheme.
The ESOP 2018 scheme is in compliance with the SEBI (Share Based Employee Benefits &
Sweat Equity) Regulations, 2021 (“SBEB&SE Regulations”).
A certificate from the Secretarial Auditors certifying that the scheme viz. ESOP 2018
has been implemented in accordance with SBEB&SE Regulations and in accordance with the
Resolution(s) passed by the Members has been obtained and would be available for
inspection by the Members of the Company.
The information as required to be disclosed, in relation to ESOP 2018 under the
Companies Act, 2013 and the details of the ESOP being implemented, as specified by SEBI
under the SBEB Regulations has been annexed as Annexure BRs to the BoardsRs
Report.
ENVIRONMENT, HEALTH AND SAFETY
The Company ensures strict compliance with all the statutory requirements. The focus
continues on water and energy conservation, increasing the proportion of green energy in
the overall energy consumption and reduction in
generation of waste. The Company has robust environment management system in place to
ensure all environmental risks and opportunities associated with our operations are taken
care.
The safety culture is a journey and management through frequent communication and
training is strengthening the safety culture across the Organization and keep reinforcing
the discipline. We are also committed to provide a safe & healthy work environment
across all the manufacturing plants and offices. The management have put in place strong
processes and procedures across all the plants and have systems to continuously monitor
its adherence. The Companys plants continue to improve well-being of its personnel by
organising occupational health examination, periodic health check-ups and workplace
monitoring.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the Listing Regulations is implemented through the Companys Whistle Blower
Policy to enable the Directors, employees and all stakeholders of the Company to report
genuine concerns, to provide for adequate safeguards against victimisation of persons who
use such mechanism and make provision for direct access to the Chairman of the Audit
Committee. The Whistle Blower Policy has been posted on the website of the Company at
www.skycorp.in.
During the financial year under review, no complaints were received under the Whistle
Blower Policy / Vigil mechanism.
AUDITORS AND REPORTS
Statutory Auditor & their Audit Report for the year ended March 31, 2023
As per section 139(2) of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of two terms of five consecutive
years and each such term would require approval of the Members. In line with the
requirements of the Companies Act, 2013, Statutory Auditors CGCA & Associates LLP,
Chartered Accountants (Firm Registration No. 123393W) (Earlier known as UKG &
Associates) were appointed as Statutory Auditors of the Company for a period of five
consecutive years at the 29th Annual General Meeting (AGM) of the Members held on
September 07, 2018 till the Conclusion of 34th Annual General Meeting of the Company to be
held in the year 2023. The term of office CGCA & Associates LLP, Chartered Accountants
(Earlier
known as UKG & Associates) as statutory Auditors of the Company will conclude from
the close of the forthcoming AGM of the Company.
The Board of Directors of the Company based on the recommendation of Audit Committee in
their meeting held on May 16, 2023 have re-appointed CGCA & Associates LLP, Chartered
Accountants (Earlier known as UKG & Associates) as statutory Auditors of the Company,
subject to the approval of members in the ensuing annual general meeting of the Company
for a period of 5 (Five) years from the conclusion of 34th Annual General Meeting to the
Conclusion of 39th Annual General Meeting to be held in the year 2028.
During the year, the statutory auditors have confirmed that they satisfy the
Independence criteria required under the Companies Act, 2013, the Code of Ethics issued by
The Institute of Chartered Accountants of India. The Board recommends their reappointment
to the members. The notice convening the 34th Annual General Meeting to be held on June
30, 2023 sets out the details.
The AuditorsRs Report on the Financial Statement for the year ended March 31, 2023, is
unmodified i.e., it does not contain any qualification, reservation, adverse remark or
disclaimer and notes thereto are self-explanatory and do not require any explanations. The
Auditors had not reported any fraud under Section 143(12) of the Act and therefore no
details are required to be disclosed under Section 134 (3)(ca) of the Act.
Secretarial Auditor & their Audit Report for the year ended March 31, 2023
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed Ramesh Chandra Mishra & Associates, Company Secretary in practice
(Membership No.: 5477 Certificate of Practice No. 3987), Secretarial Auditor to undertake
the Secretarial Audit of the Company for the Financial Year ended March 31, 2023.
The Secretarial Audit Report is included as Annexure-C and forms an integral
part of this Report. The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks or disclaimer. During the year under review, the Secretarial
Auditor had not reported any fraud under Section 143(12) of the Act and therefore no
details are required to be disclosed under Section 134 (3)(ca) of the Act.
ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company at www.skycorp.in.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V to Listing Regulations, Management
Discussion and Analysis Report, capturing your Companys performance, industry trends and
other material changes with respect to your Companys and its subsidiaries, wherever
applicable, for the year under review is presented in a separate section forming part of
this Annual Report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITIONS
REDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims
to provide protection to employees at workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure.
All women employees whether permanent, temporary or contractual are covered under the
above policy. The said policy has been uploaded on the internal portal of the Company for
information of all employees. An Internal Complaint Committee (ICC) has been set up in
compliance under POSH.
The Company has revisited the Internal Complaints Committee members and emphasised on
the roles and responsibilities expected from the members. The Company continuously invests
in enhancing the awareness on the Policy across its workforce.
During the year under review, there was no complaint of discrimination and harassment
including sexual harassment received by the committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of
the Companies (Accounts) Rules, 2014 is annexed as Annexure DRs and forms an
integral part of this Report.
SECRETARIAL STANDARDS COMPLIANCES
During the year under review, the Company has complied with all the applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and approved
by the Central Government pursuant to Section 118 of the Companies Act, 2013.
GREEN INITIATIVES
Your Company has adopted a green initiative to minimize the impact on the environment.
In commitment to keep in line with the Green Initiatives and going beyond it, electronic
copy of the Notice of 34th Annual General Meeting of the Company including the Annual
Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are
registered with the Company / Depository Participant(s).
STATUTORY INFORMATION AND OTHER DISCLOSURES
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014, is
annexed as Annexure ERs and forms an integral part of this Report.
A statement comprising the names of top 10 employees in terms of remuneration drawn and
every person employed throughout the year, who were in receipt of remuneration in terms of
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed as Annexure FRs and forms an integral part of this annual report.
The said Annexure is not being sent along with this annual report to the members of the
Company in line with the provisions of Section 136 of the Act. Members who are interested
in obtaining these particulars may write to the Company Secretary at the Registered Office
of the Company. The aforesaid Annexure is also available for inspection by Members at the
Registered Office of the
Company, 21 days before and up to the date of the ensuing Annual General Meeting during
the business hours on working days.
CAUTIONARY STATEMENT
Statements in this DirectorsRs Report and Management Discussion and Analysis Report
describing the Companys objectives, projections, estimates, expectations or predictions
may be “forward-looking statements” within the meaning of applicable securities
laws and regulations. Actual results could differ materially from those expressed or
implied. Important factors that could make difference to the Companys operations include
raw materials availability and its prices, cyclical demand and pricing in the Companys
principal markets, changes in Government regulations, Tax regimes, economic developments
within India and the countries in which the Company conducts business and other ancillary
factors.
ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation for the dedicated
services rendered by the employees of the Company at all levels and the constructive
cooperation extended by them. Your Directors would like to express their grateful
appreciation for the assistance and support by all Shareholders, Government Authorities,
and Auditors, financial institutions, Customers, employees, suppliers, other business
associates and various other stakeholders.
For and on behalf of the Board of Directors SKY INDUSTRIES LIMITED
|
Sd/- |
|
Shailesh S. Shah |
Date: May 16,2023 |
Managing director |
Place: Mumbai |
DIN:00006154 |
Annual Report 2022-23 : 46
+91-9892691696
