To
The Members of
Skypak Service Specialists Limited
Your Directors submit the 33rd Annual Report of Skypak Service Specialists
Limited along with the audited financial statements for the financial year ended 31st
March, 2015:
1. Financial Results
(Amt. in Rs)
|
Year Ended 2015 |
Year Ended 2014 |
| Total Income |
14,96,803 |
96,28,472 |
| Total Expenditure |
20,28,943 |
1,01,09,459 |
| Profit Before Interest and depreciation |
(5,2,140) |
(4,80,981) |
| Less: Depreciation |
- |
- |
| Interest |
- |
- |
| Tax |
- |
- |
| Net Profit/Loss After Tax |
(5,32,140) |
(4,80,981) |
2. Dividend
In view of the carry forward losses incurred in the earlier years, your Board of
Directors express their inability to recommend any dividend for the financial year ended
31st March 2015.
3. Company s performance
The total income of the company is Rs. 14,96,803/- as compared to previous year Rs.
96,28,472/. The net loss after depreciation and provision for tax for the year ended 31st
March, 2015 is Rs. (5,32,140)/- as compared to net loss of Rs. (4,80,981)/- in the
previous year.
4. Transfer to Reserve
The Company has transferred losses for year ended 31st March, 2015 thus it
proposes to carry Rs. (5,32,140)/- 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 Companies
Act, 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 the
best of their knowledge and ability, confirm that:
(i) That in the preparation of the accounts for the financial year ended 31st
March, 2015; the applicable accounting standards have been followed along with proper
explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 the year under review;
(iii)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, 1956
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st
March, 2015 on a going concern basis.
(v)That the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively;
(vi)That the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
8. Directors
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made
thereunder and the Articles of Association of the Company, Mr.Dilip Kulkarni, Director of
the Company, retire by rotation at the ensuing Annual General Meeting and being eligible
offered himself for re-appointment.
A Brief note on Directors retiring by rotation and being eligible for re-appointment
annexed 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 in
the corporate governance report which forms the part of Annual Report. The intervening gap
between 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 the
Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation
needs to be made by the board of its own performance and that of its committees and
individual directors. Schedule IV of the Companies Act 2013 states that the performance
evaluation of Independent directors shall be done by the entire Board of Directors,
excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the
criteria and framework adopted by the Board. The evaluation process has been explained in
the Corporate Governance report section in this Annual Report.
11. Training of Independent Directors
Every new independent director of the Board attended an orientation program. To
familiarize the new inductees with the strategy, operations and functions of our Company,
the executive directors / senior managerial personnel make presentations to the inductees
about the Companys strategy, operations, product and service offerings, markets, software
delivery, organization structure, finance, human resources, technology, quality,
facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and
Independent 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 a
formal letter of appointment outlining his/her role, functions, duties and
responsibilities as a director.
12. Policy of Directors Appointment and Remuneration
The Company s policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the corporate governance
report, which forms part of the directors report.
The current policy is to have an appropriate mix of executive and Independence of the
Board and separate its function of governance and management. As on 31st March,
2015, the Board consists of five members. Out of which there are two Independent
Directors, one Non-Executive Director, and two Executive Directors out of which one is
Women 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. Risk
Management Committee
A detailed note on the Board and its committees is provided under the corporate
governance report section in this Annual Report.
14. Declaration by Independent Directors
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Independent Directors Declaration
In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared
that:
1. They are not a promoter of the Company or its holding, subsidiary or associate
company;
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, its
holding, subsidiary or associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary
relationship or transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per cent. or more of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the
current 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 been
employee of the company or its holding, subsidiary or associate company in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed, of
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company,
its holding, subsidiary or associate company amounting to ten per cent. or more of the
gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting power
of the company; or
(iv) is a Chief Executive or director, by whatever name called, of any nonprofit
organization that receives twenty-five per cent. or more of its receipts from the company,
any of its promoters, directors or its holding, subsidiary or associate company or that
holds 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 specified
in schedule IV of the Companies Act, 2013.
15. Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
Ramesh Chandra Mishra & Associates, practicing Company Secretary for conducting
secretarial audit of the Company for the financial year 2014-2015.
The Secretarial Audit Report is annexed herewith as Annexure A. The Secretarial Audit
report 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 statutory
auditors of the company to hold office till the conclusion of the Annual General Meeting
to be held in the calendar year 2017. In terms of the first proviso to section 139 of the
companies Act, 2013 the appointment of the auditors shall be placed for ratification at
every Annual General Meeting. Accordingly, the appointment of M/s. PAMS & ASSOCIATES,
as statutory auditor of the Company, is placed for ratification by the shareholders. In
this regards the company has received certificate from the auditors to the effect that if
they are re-appointed, it would be in accordance with the provision of section 141 of the
Companies Act, 2013
17. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexed
herewith 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 arms
length basis and were in the ordinary course of the business. There are no materially
significant related party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict with interest of
the 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 the
Members of the Board and all employees in the course of day to day business operations of
the company. The Company believes in Zero Tolerance against bribery, corruption and
unethical dealings / behaviors of any form and the Board has laid down the directives to
counter such acts.
21. Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any, in staying true to our values of Strength,
Performance and Passion and in line with our vision of being one of the most respected
companies in India, the Company is committed to the high standards of Corporate Governance
and stakeholder responsibility. The Company has a Fraud Risk and Management Policy to deal
with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern. A high level Committee has
been constituted which looks into the complaints raised. The Committee reports to the
Audit Committee and the Board.
22. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board of Directors and the designated employees have
confirmed compliance with the Code.
23. Significant and Material Orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
24. Investor Complaints and Compliance
All the investor complaints have been duly resolved and as on date no complaints are
outstanding.
25. Particulars of Employee
As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
appended as Annexure C to the Boards report.
As per the Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, none of the employee employed in the company throughout
the financial year or part thereof in receipt of remuneration of Rs. 60 lakhs or more, or
employed 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, 2013,
there 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, 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.
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 the
Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology
absorption 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 for
reduction of consumption of energy: On a periodic basis necessary corrective steps have
been taken for replacement of old equipments.
iii) Impact of the measures as above for reduction of energy consumption and
consequential impact on the cost of production of goods: Marginally there is a saving in
the 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 in
the market.
(C) FOREIGN EXCHANGE EARNING AND OUTGO
Your Company has earned foreign exchange worth Nil and has spent foreign exchange worth
Nil 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 to
values aimed at enhancing an organization s brand and reputation. We comply with the
directions of the SEBI and the Bombay Stock Exchange Ltd, the code of corporate governance
become applicable to the company w.e.f 2002-03 and accordingly the company has been
adhering to the direction And guidelines as required. The report on the code of corporate
governance 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 the
year 2015-2016 have been paid to the stock exchange. The company has been complying with
all the conditions require to be complied with in the listing agreement.
30. Acknowledgement
The Board appreciates and places on record the contribution made by the employees
during the year under review. The Board also places on record their appreciation of the
support of all stakeholders particularly shareholders, customers, suppliers, and business
partners
|
By the Order of the Board |
| Place: Mumbai |
Sd/- |
| Date: 30/05/2015 |
Devika Kulkarni |
|
Executive Director |
+91-9892691696
