Sky Industries Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

1. Financial summary or highlights/Performance of the Company

The Boards Report shall be prepared on the basis of financial statements of the company.

Rs. In lacs

Particulars 2018 19 2017 - 18
Gross Income 5,845 5,333
Provision for Depreciation 130 98
Net Profit Before Tax 256 242
Provision for Tax 76 66
Net Profit After Tax 180 176
Balance of Profit brought forward 178 176
Balance available for appropriation 178 176
Proposed Dividend on Equity Shares 46.06 23.03
Tax on proposed Dividend 5.35 4.73
Transfer to General Reserve Nil Nil
Surplus carried to Balance Sheet 126.59 148.24

2. Brief description of the Companys working during the year/State of Companys affair

The Company has Hook and Loop Tape fasteners as a major division now. The contribution of Hook and Loop Tape Fasteners is 84% approx of the overall revenue of the Company. The other significant division, viz Velvet Manufacturing is based in Navi Mumbai.

The turnover of the Company for financial year ended March 31, 2019 was Rs. 58 Crores, an increase from Rs. 52 Crores in the previous year.

3. Change in the nature of business, if any

The Company is looking to leverage on its core competency in narrow woven fabrics. Other allied businesses have been shut and the focus now is on primary business, i.e. Hook and Loop tape fasteners

4. Dividend

Your Directors are pleased to recommend a Final Dividend of Rs. 1/- per equity share of face value of Rs. 10/- each for the financial year ended 31st March, 2019.

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. However, the Company has issued 630000 convertible warrants to the promoter Mr. Shailesh Shah, out of which during the year under purview, 220000 warrants have been converted into shares.

7. Directors and Key Managerial Personnel

During the year, Mr. Narendra Mahajani ceased to be Director of the Company w.e.f February 14, 2019.

Further, Miss Mansi Bagadiya ceased to be Company Secretary of the Company w.e.f January 25, 2019 and Miss Arushi Singhal was appointed as Company Secretary of the Company w.e.f January 26, 2019.

Particulars of Employees

In terms of provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules together with disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.

8. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four 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.

9. 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 other Committees.

10. 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 Boards report.

11. 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.

12. Details of Subsidiary/Joint Ventures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the company does not have any subsidiary as on 31st March, 2019.

13. AUDITORS:

Under section 139 of the Companies Act, 2013 and the Rules made thereunder, it is mandatory to rotate the Statutory Auditors on Completion of the maximum term permitted under the provisions of the Companies Act, 2013. In line with the same, M/s UKG & Associates, Chartered Accountants, (Form registration number 123393W), was appointed as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of 29th Annual General Meeting of the Company held on 7th September, 2018, till the conclusion of 34th Annual General Meeting to be held in year 2023. The requirement for the annual ratification of auditors appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 and code of ethics issued by Institute of Chartered Accountants of India.

14. 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.

15. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Companys products/ business of the Company for FY 2018-19

16. 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 IIIto this report. The report is self-explanatory and do not call for any further comments.

17. 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.

18. Issue of employee stock options

The Company granted 172462 options to the employees of the Company. Detailed report on same is enclosed as Annexure Vto this report.

19. 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.skycorp.in under investors/policy documents/Vigil Mechanism Policy link.

20. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company is in place. It outline the elements of risk, if any, that in the opinion of the Board may threaten the existence of the company.

21. 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 9as a part of this Annual Report as ANNEXURE I.

22. Material Changes

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 the report

23. Deposits

The Company has not accepted any deposits within the meaning of Deposits under the Chapter V of the Act.

24. Particulars of loans, guarantees or investments under section 186

Details of Loans:

SL No Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
NIL

Details of Investments:-

SL No Date of investment Details of Investee Amount INR Lacs Purpose for which the proceeds from investment is proposed to be utilized by the recipient Date of BR Date of SR (if reqd) Expected rate of return
NIL

Details of Guarantee / Security Provided:

SL No Date of providing security/ guarantee Details of recipient Amount Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
NIL

25. 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 arms length transactions under third proviso thereto has been disclosed in Notes to Accounts. The Disclosure of same is given in Annexure IV.

26. 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.

27. 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 work place 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.

28. 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

Details of Foreign exchange earnings and outgo for the financial year ended March 31, 2019 are as follows:

Foreign Exchange Earning : Rs. 2.54 Crores

Foreign Exchange Outgo : Rs. 29 Crores

29. 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 Companys three immediately preceding financial year.

30. 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.

31. Directors Responsibility Statement

Pursuant to the clause I 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) I 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

I 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.

(e) 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.

32. 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, there are no amounts due to be transferred to the IEPF.

33. 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 For and on behalf of the Board of
Directors Directors
Sd/- Sd/-
Maikal Raorani Shailesh Shah
Place : MUMBAI Whole-time Director Managing Director
Date : August 14, 2019 00037831 00006154