Sky Industries Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 29th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2018.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Boards Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2017-18 2016-17
Gross Income 5,333 4,895
Provision for Depreciation 98 89
Net Profit Before Tax 248 247
Provision for Tax 67 27
Net Profit After Tax 181 107
Balance of Profit brought forward 1228 1070
Balance available for appropriation 186 107
Proposed Dividend on Equity Shares 22 NIL
Tax on proposed Dividend 4 NIL
Transfer to General Reserve NIL NIL
Surplus carried to Balance Sheet 1273 1177
The Consolidated financial summary of the Companys performance is as under:
Particulars 2017-18 2016-17
Gross Income 5,333 4,895
Net Profit After Tax 181 107

The financial statements for the year ended 31st March, 2018 are the first the Company has prepared under IND AS (Indian Accounting Standards).

The financial statements for the year ended 31st March, 2017 have been restated in accordance with IND AS for comparative information.

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. The contribution of Hook and Loop Tape Fasteners is 80% of the overall revenue of the Company. The other significant division, viz Velvet Manufacturing is based in Navi Mumbai.

The Company has divested its subsidiary M/s SK Stabel Industries Pvt Ltd during the year under preview, as there was no business in the said subsidiary since last five years.

The turnover of the Company was 53 Crores, an increase from 48 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 0.50/- per equity share of face value of 10/- each for the year ended 31stMarch, 2018.

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 nor it has 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, 210000 warrants have been converted into equity shares.

7. Directors and Key Managerial Personnel

During the year, Mr. Narendra Mahajani ceased to be Director of the Company and Mr. Maikal Raorani has been appointed as the Wholetime Director. Mr. Amarendra Mohapatra has been appointed as an Independent Director.

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 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.

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 (liable to rotation) 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.

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 employees 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 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 Boards Report.

13. 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, 2018.

During the year under review, the subsidiary SK Stabel Pvt Ltd. was divested as there was no business in the said company for the last five years.

14. Auditors

The Auditors, M/s Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, are not eligible to be re-appointed due to expiry of the maximum permissible tenure as the Auditors of the Company. In place of the retiring auditors, M/S UKG & Associates - Chartered Accountants are appointed as the auditors of the company for a period of 5 years, subject to ratification at every AGM till the conclusion of the 34th Annual General Meeting.

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 Companys products/ business of the Company for FY 2017-18

17. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Mishra & Associates-Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and does not call for any further comments.

18. Internal Audit & Controls

The Company continued to engage M/S UKG & Associates - Chartered Accountants as its Internal Auditor during 2017-2018. During the year, the Company implemented 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 ESOPs were granted in the year under preview. However, in the forthcoming year the company proposes to issue ESOPs.

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.skycorp.inunder 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 is in place. It outlines the elements of risk, if any, that 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 is attached as a part of this Annual Report as Annexure I.

23. Material changes

No material changes and commitments, if any, affecting the financial position of the company 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

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

26. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangement 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.

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 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.

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, the total foreign exchange used was 2614 lakhs and the total foreign exchange earned was 106 lakhs.

30. Corporate Social Responsibility (CSR)

As per the Companies Act, 2013, all companies having net worth of 500 crore or more, or turnover of 1,000 crore or more or a net profit of 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.

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 invests in attraction, retention and development of talent on an ongoing basis.

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

The dividend for the year 2009-10 has been transferred to Investor Education and Protection Fund as required under the existent regulations. An amount of 1,24,669 has been transferred to the Investor Education and Protection Fund during the year under purview.

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
Sd/-
Place : Mumbai Maikal Raorani
Date : 27th July 2018 Director