Dear Members,
Your Directors have immense pleasure in presenting Thirty Fifth (35th)
Annual Report of Sky Industries Limited (The Company'), together with
the Audited financial statements for the Financial Year ended March 31, 2024.
COMPANY'S FINANCIAL HIGHLIGHTS AND PERFORMANCE
The standalone and consolidated financial highlights of the
Company's operations are summarized below:
PARTICULARS. |
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operations |
8246.49 |
7492.09 |
8166.02 |
7492.09 |
Other Income |
151.61 |
31.48 |
150.54 |
31.48 |
Total Income |
8398.10 |
7523.58 |
8316.56 |
7523.58 |
Depreciation & Amortisation |
174.48 |
169.81 |
174.64 |
169.81 |
Profit before Tax |
609.96 |
233.67 |
554.73 |
233.67 |
Total Tax Expenses |
142.47 |
56.86 |
140.74 |
56.86 |
Net Profit |
467.49 |
176.82 |
413.99 |
176.82 |
Earnings Per Equity Share (in Rs.) |
|
|
|
|
Basic |
5.97 |
2.27 |
5.25 |
2.27 |
Diluted |
5.97 |
2.26 |
5.25 |
2.26 |
OVERVIEW
During the year under review, On Standalone basis, the Revenue from
operations of the Company for FY 2023-24 was Rs. 8246.49 as compared to Rs. 7492.09 for FY
2022-23 registering a growth of 10.07%. The profit after tax ("PAT")
attributable to shareholder
Rs. for FY 2023-24 was Rs. 467.49 Lakhs as against Rs. 176.82 lakhs for
FY 2022-23 registering a growth of 164.39%
On a Consolidated basis, the Revenue from operations of the Company for
FY 2023-24 was Rs. 8166.02 as compared to Rs.
7492.09 for FY 2022-23 registering a growth of 9%. The profit after tax
("PAT") attributable to shareholder Rs. for FY 2023-24 was Rs. 413.99 Lakhs as
against Rs. 176.82 lakhs for FY 2022-23 registering a growth of 134.13%
On a Standalone basis, Earning per share was Rs. 5.97 (Basic) and
Rs.5.97 (Diluted) stood at in FY 2023-24 as compared to Rs.2.27 (Basic) and Rs. 2.26
(Diluted) in FY 2022-23.
On a Consolidated basis, Earning per share was Rs.5.25 (Basic) and Rs.
5.25 (Diluted) stood at in FY 2023-24 as compared to Rs. 2.27 (Basic) and Rs. 2.26
(Diluted) in FY 2022-23.
The Financial Statements of the company have been prepared in
accordance with the 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.
The company discloses its financial results on a quarterly basis, which
are subject to limited review, and publishes audited financial statements on an annual
basis. The management of the company reviews and evaluates all its recently issued or
revised accounting standards on an ongoing basis.
A key focus of the business is promoting and maintaining the
operational quality of the products, a people-centric culture, and an effective technology
system that enable us to optimize the performance of the company and thus offer and
contribute to the company's growth. The company possesses the following competitive
strengths:
- Well experienced and professional management team
- Strong customer proposition
- Operational quality
- People centric operational culture
- Effective technology system
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Act, Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, (the SEBI Listing Regulations'),
and applicable Accounting Standards, the Audited Consolidated Financial Statements of the
Company for the FY 2023-24, together with the Auditors' Report, forms part of this
Annual Report.
TRANSFER TO RESERVES
During the year under review, the company proposes to retain the entire
amount in the profit and loss account in Retained Earnings'. Hence, no amount
is transferred to the Reserves' in the financial year 2023-24.
DIVIDEND
Your company has a commendable track record of rewarding its members
with a generous dividend payout. The company demonstrated robust performance during the
year under review.
In recognition of your company's stable performance and the trust
placed in its management by the members, the directors are 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,
2024. This recommendation is subject to the approval of members at the
ensuing Annual General Meeting of the Company.
INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL
During the year under review, the Company on May 16, 2023 had issued
& allotted 30,700 Equity Shares to the eligible employees of the Company pursuant to
the Scheme of Sky Industries ESOP 2018, As a result the issued, subscribed and paid up
share capital of the Company stands increased from 78,59,841 to 78,90,541.
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,
2023 |
- |
78,59,841 |
Allotment of 30,700 Equity Shares to the eligible employees
of the company pursuant to the scheme of Sky Industries ESOP 2018 |
30,700 |
78,90,541 |
Capital at the end of the year, i.e., as on March 31, 2024 |
- |
78,90,541 |
There were no instances where the Company failed to implement any
corporate action within the specified time limit.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
As on March 31, 2024, the Company has one direct subsidiary, namely,
Skytech Textiles Private Limited.
Skytech Textiles Private Limited is incorporated on June 12, 2023 and
is engaged mainly in the business of Technical Textile and allied products namely
Neoprene.
The Company does not have any Joint Venture or Associate Company within
the meaning of Section 2(6) of the Act. The Company does not have any material subsidiary
as per the relevant provisions of the Act and the SEBI Listing Regulations.
Pursuant to the first proviso to Section 129(3) of the Act read with
Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient
features of the financial statements and performance of subsidiary
Company in Form AOC-1 is disclosed under Annexure -A and forms
part of this Report.
Pursuant to the provisions of Section 136 of the Act, the standalone
financial statement, consolidated financial statement of the Company and separate audited
financial statement in respect of subsidiary company are available on the website of the
Company.
The Company has formulated a Policy for determining material
subsidiaries. The said policy is available on the website of the Company at
chrome-extension://
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SKY INDUSTRIES EMPLOYEE STOCK OPTION PLAN 2018
The Sky Industries Employees Stock Options Plan 2018 ("ESOP
2018") has been formulated to reward the eligible Employees of the Company and/ or
its Subsidiary Company(ies)/Group Company(ies)/ Associate Company(ies) (present or future)
in India and/ or outside for their performance and to motivate them to contribute to the
growth and profitability of the Company. The
Scheme aims to attract and retain talent in the organization. The
Company views Employee Stock Options as a means that would enable the Employees to get a
share in the value they create for the Company in future.
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').
The applicable disclosures as stipulated under the SEBI ("SBEB
Regulations"), pertaining to the year ended 31st March, 2024, is available on the
Company's website at www.skycorp.in
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Composition
Pursuant to the provisions of Section 149 of the Act and Regulation 17
of the SEBI Listing Regulations, the Board of Directors of the Company is duly constituted
with optimum composition of the executive and non-executive Directors including
independent woman director. The complete list of Directors of the Company has been
provided as part of the Corporate Governance Report. As on March 31, 2024, 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 2023-2024, Mr. M Gopalakrishnan (DIN:
10324513) was appointed as an Additional Director by the Board w.e.f. November 11, 2023
and appointed as a Whole Time Director by members through Postal Ballot dated January 29,
2024 for a period of Three years.
Present Term of Mrs. Sanghamitra Sarangi (DIN:08536750) Independent
Director of the Company shall expire on August 13, 2024 your Directors in its meeting held
on May 21, 2024 on the recommendation of Nomination and Remuneration Committee have
considered her re-appointment for 2nd Term for the period of Three (3) years
with effect from August 14, 2024. Your Directors recommend for your approval by way of
Special Resolution at ensuing Annual General Meeting (AGM).
Directors retiring by rotation
Pursuant to the provisions of Section 152 of the Act read with the
relevant rules made thereunder, one-third of the Directors are liable to retire by
rotation every year and if eligible, offer themselves for re-appointment at the AGM.
Mr. Shailesh S Shah (DIN: 00006154), Managing Director & Mr. Maikal
Raorani (DIN: 00037831), Whole Time Director and Chief Financial Officer being longest in
the office are liable to retire by rotation at the ensuing 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 SEBI Listing Regulations read with
Secretarial Standard-2 on General Meetings, necessary details of Mr. Shailesh S Shah &
Mr. Maikal Raorani, are provided as an Annexure to the Notice of the Annual General
Meeting.
disqualified None of the Directors of the Company are 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.
Resignation/ Retirement
Mr. Vaibhav Jay Desai (DIN: 06673723) resigned from his position as
Director of the Company effective November 10, 2023, citing his desire to concentrate on
new business prospects at the subsidiary company, Skytech Textiles Private Limited.
Key Managerial Personnel
During the year under review, Miss Priyal Ruparelia (Membership No.:
A71040) was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. May 16, 2023.
Further, there was no change in the Key Managerial Personnel of the
Company during the year under review.
Independent Directors
Statement on declaration given by Independent Directors
In accordance with Section 149(7) of the Act, all Independent Directors
have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.
In the opinion of the Board of Directors, the Independent
Directors fulfill the conditions specified in Act read with the
Rules made thereunder as well as the SEBI Listing Regulations and are
independent from Management, hold the highest degree of integrity and possess expertise in
their respective fields with enormous experience. The terms and conditions of appointment
of the Independent Directors are placed on the website of the Company at the web
link:chrome-extension:// efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/
wp-content/uploads/2024/04/Terms_of_appointment_of_ independent_director-2.pdf All the
Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act and have enrolled their names in the Independent Directors
Data Bank' maintained by Indian Institute of Corporate Affairs. ("IICA").
Familiarization Programme for Independent Directors
Your Company has in place the familiarization programme for its
Independent Directors which is imparted at the time of appointment of an Independent
Director on Board as well as annually. The details of Familiarization Programmes are
placed on the website of the company and the web link thereto is
chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://
skycorp.in/wp-content/uploads/2024/04/Independent-Director-Familiarization-Programme-1.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5)of the Act, in relation to the audited
financial statements of the Company for the year ended March 31, 2024 the Board of
Directors hereby confirm that:
i) In the preparation of the annual accounts for the financial year
ended March 31, 2024, the applicable accounting standards have been followed and there
were no material departures; ii) 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 as on March 31,
2024 and of the profit of the Company for the year ended on that date;
iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; iv)
The Directors have prepared the annual accounts on a going concern basis; v) The Directors
have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and vi) The
Directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
NUMBER OF MEETINGS OF THE BOARD
The Board meets on a regular basis to deliberate and make decisions
regarding corporate goals and policies. The Board regularly presents business at meetings
and has excellent operational oversight. In order to facilitate their calendar planning
and guarantee significant participation, the board meetings are pre-scheduled.
The Board's consent is obtained only in the event of extraordinary
and urgent business, if necessary, by passing resolutions through circulation that are
reaffirmed in the ensuing Board meeting and are allowed by law. To help the Directors make
well-informed choices, the agenda for the board meetings includes thorough notes on the
topics to be discussed.
During the financial year, five (5) meetings of the Board of
Directors were held, the details of which are given in the Corporate
Governance Report of the Company, which forms a part of the Annual Report. The intervening
gap between the meetings was within the prescribed period under the Act and the SEBI
Listing Regulations.
INDEPENDENT DIRECTORS
During the year under review, the Independent Directors of the Company
met 1 (one) time on March 20, 2024.
ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
the Board has conducted an annual evaluation of its own performance, that of its
Committees, and the performance of the Directors individually. Feedback was solicited
through a structured questionnaire covering various aspects of the Board's
functioning, including the adequacy of the composition of the Board and its Committees,
Board culture, execution and performance of specific duties and obligations, and
governance.
The evaluation was conducted based on the responses received from the
Directors.
In a separate meeting of Independent Directors, performance of
non-independent Directors, the board as a whole and the Chairperson of the Company were
evaluated. Further, the Independent Directors in the said meeting had also assessed the
quality, quantity and timeliness of flow of information between the Company's
management and the Board. The Independent
Directors were satisfied with the overall functioning of the Board,
which displayed a high level of commitment and engagement. Performance evaluation of
Independent Directors was done by the entire board, excluding the Independent Directors
being evaluated.
The performance of the Independent Directors was based on the criteria
such as time devoted and attention given to professional obligations for independent
decision making and acting in the best interest of the Company, strategic guidance to the
Company and help in determining important policies, etc.
The above criteria are based on the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India on January 5, 2017. Further, the said
criteria were also mentioned in the rating sheets which were filled by each of the
Directors during the financial year with regard to the above mentioned performance
evaluations.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Individual Directors, the
Board as a whole and its Committees with the Company.
COMMITTEES OF THE BOARD
As on March 31, 2024, the Board has constituted the following
committees:
- Audit Committee
- Corporate Social Responsibility
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
>
During the year, all recommendations made by the committees were
approved by the Board.
Details of all the Committees such as terms of reference, composition
and meetings held during the year under review are disclosed in the Corporate Governance
Report, which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In compliance with the requirements of section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to
time, the Board of Directors of the Company has duly constituted a Corporate Social
Responsibility (CSR) Committee.
The company's CSR initiatives and activities are aligned to the
requirements of Section 135 of the Act. The brief outline of the
CSR activities undertaken by the company during the year and the CSR
policy of the company is specified in Annexure-B of this report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The
contents of the CSR Policy as approved by the board are available on the website of the
company and can be accessed through the web link at
https://skycorp.in/wp-content/uploads/2023/03/CSR-Policy.pdf
The details of the Corporate Social Responsibility Committee are given
in the Corporate Governance Report which forms part of the Annual Report of the company.
MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYED
At Sky, Human resource has always been of utmost importance as they are
the growth drivers and main stay of the organization.
Human Resource Development has been defined as the cultivation of
employees. Employees being our key stakeholders, the HR initiatives and policies revolve
around garnering the opportunities to serve our employees better. Human resource is
considered as key to the future growth strategy of the Company and looks upon to focus its
efforts to further align human resource policies, processes and initiatives to meet its
business needs.
This year, the company's focus has also remained on providing an
open work environment that fosters continuous improvement and development. Your company
believes in hiring lifelong learners and providing them with an environment that fosters
continuous learning, innovation, and leadership development. Additionally, your company
believes in fostering long and happy relationships with its employees. The company
continuously adopts structures to attract the best external talent and promotes internal
talent, helping them realize their career aspirations. Sky aims to establish a healthy,
hospitable, and competitive work environment so that its employees can achieve success and
set new benchmarks for quality, productivity, efficiency, and customer satisfaction.
NOMINATION AND REMUNERATION POLICY
Pursuant to Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, your Company has in place a Nomination and Remuneration Policy which
lays down a framework in relation to remuneration of Directors, Key Managerial Personnel
and Senior Management of the Company. The policy also lays down criteria for selection and
appointment of Board Members.
The Board of Directors of the Company has framed a policy for selection
and appointment of Directors including determining qualifications and independence of a
Director, Key Managerial
Personnel (KMP), Senior Management Personnel and their remuneration as
part of its role and other matters provided under Section 178(3) the Act.
For the purpose of selection of any Directors, Key Managerial
personnel, Senior Management of the company, the nomination and remuneration identifies
person of integrity who possess relevant expertise, experience and leadership qualities
required for the position. The Committee also ensures that the incumbent fulfills such
other criteria with regard to age and other qualifications as laid down under the Act or
other applicable laws.
The said policy has been posted on the website of the Company and the
web link thereto is: https://skycorp.in/sky-policies-adopted/. The details of this policy
are given in the Corporate Governance Report.
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
STATEMENT RELATE AND THE DATE OF THE REPORT
No material changes and commitments have occurred between the end of
the Company's financial year of the Company to which the financial statements relate
and the date of the report which may affect the financial position of the Company or its
status as a
"Going Concern".
Nevertheless, effective April 01, 2024 the Company has changed its
accounting software from Transactions Allowed in a Linear Line Yard (TALLY')
to Systems, Applications & Products in Data Processing (SAP') for
the advancement in the technology and for the growth of the company, importantly; this
transition does not exert any influence on the Company's financial position.
INTERNAL FINANCIAL CONTROL SYSTEMS, THEIR ADEQUACY AND RISK MANAGEMENT
Your Company has an adequate internal audit and control system
commensurate with its size and nature of business to ensure operational efficiency,
accuracy and promptness in financial reporting and compliance of various laws and
regulations. The Audit Committee of the Board of Directors reviews the Internal
Audit Report and the adequacy and effectiveness of internal controls on
a quarterly basis.
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.
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.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There is no amount due to be transferred to the IEPF account.
RELATED PARTY TRANSACTIONS
Your Company has in place a Policy on Related Party Transactions for
purpose of identification and monitoring of Related Party
Transactions and is published on the Company's website at https://
skycorp.in/wp-content/uploads/2022/10/11.-RPT-Policy_SKY. pdf
All the related party transactions are placed before the Audit
Committee for their review and approval. Prior Omnibus approval is obtained before the
commencement of the new financial year, for the transactions which are repetitive in
nature and also for the transactions which are not foreseen (subject to financial limit).
A statement of all related party transactions is presented before the
Audit Committee on a quarterly basis specifying the nature and value of
the transactions. All transactions entered with related parties were in compliance with
the applicable provisions of the Companies Act, 2013 read with the relevant rules made
thereunder and the SEBI Listing Regulations.
All related party transactions entered into by the Company during the
financial year under review were in the ordinary course of business and on arm's
length basis and the same were in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any
transaction with related parties during the year under review which requires reporting in
Form No. AOC-2 in terms of the Section 134(3) and 188(1) of the Act read with Rule 8(1) of
the Companies (Accounts) Rules, 2014.
The details of related party transactions are provided in the
accompanying financial statements. The transactions entered by the Company during the
Financial Year under review were in conformity with the Company's Policy on Related
Party Transactions.
Mr. Shailesh S Shah, Managing Director of the company is the brother of
Mr. Sharad Shah, Whole Time Director of the Company. Apart from this, there are no other
relationships between the Key Managerial Personnel (KMP) inter-se.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of loans, guarantees or investments are covered under the
provisions of Section 186 of the Act during financial year 2023-24 are appended in the
notes to Financial Statements forming part of the Annual Report.
DEPOSITS
During the financial year, the Company has not accepted any deposits
within the meaning of Section 73 & 76 of the Act, read with the Rules made thereunder,
and therefore, no amount of principal or interest on deposit was outstanding as of the
Balance Sheet date.
The Company does not have any deposits which are not in compliance with
the requirements of Chapter V of the Companies
Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there has been no significant and material
order passed by the regulators or courts or tribunals impacting the going concern status
and the Company's operations in future. There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy Code, 2016.
ENVIRONMENT, HEALTH AND SAFETY
Your company ensures strict adherence to all legal standards, with a
continued focus on conserving energy and water, increasing the share of green energy in
total energy consumption, and reducing waste production.
The management team is actively promoting a culture of safety
throughout the organization and maintaining discipline through regular communication and
training. The company conducts regular fire safety training and health check-ups for both
permanent and contractual employees and workers. Plans are in place to further improve the
well-being of the workforce, recognizing that safety culture is an ongoing journey.
Additionally, we pledge to provide a secure and healthy work environment across all our
offices and production facilities.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has adopted vigil mechanism in the form of Whistle Blower
Policy for its Directors and employees to report their concerns about unethical behavior,
actual or suspected fraud or violation of the Company's code of conduct or ethics
policy. The Vigil Mechanism / Whistle Blower Policy is also published in the
Company's website at chrome-extension://
efaidnbmnnnibpcajpcglclefindmkaj/https://skycorp.in/wp-content/uploads/2022/10/6.-Vigil-Mechanism-Whistle-Blower-Policy_SKY.pdf
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,
2024
At the 34th Annual General Meeting (AGM) of the Company held
on June 30, 2023 Members had approved the re-appointment of CGCA & Associates LLP,
Chartered Accountants (Firm Registration No. 123393W) (Earlier known as UKG &
Associates) as statutory Auditors of the Company for the second term from the conclusion
of 34th Annual General Meeting to the Conclusion of 39thAnnual
General Meeting to be held in the year 2028.
The Auditor's report on the Financial Statements for the year
ended March 31, 2024, is unmodified and does not contain any qualification, adverse
remark, disclaimer, reservation and notes thereto are self-explanatory and do not require
any clarifications or explanations. The Auditors have 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, 2024
The Board of Directors of the Company had appointed Ramesh Chandra
Mishra & Associates, Company Secretary in practice
(Membership No.: 5477 Certificate of Practice No. 3987), as
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the Financial Year ended March 31, 2024 pursuant to the provisions of Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report is included in Annexure-C and forms
an integral part of the report. The Secretarial Audit Report is unmodified and does not
contain any qualification, reservation, adverse remark, disclaimer and notes thereto are
self-explanatory and do not require any clarifications or explanations. The
Secretarial Auditor have 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
Pursuant to the terms of Section 92(3) of the Act 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.
CORPORATE GOVERNANCE
Your Company is dedicated to upholding the highest standards of
corporate conduct and sound corporate governance. Additionally, it has satisfied with all
of the requirements set forth by the Stock
Exchange where its securities are listed as well as of the Securities
and Exchange Board of India (The SEBI').
The SEBI Listing Regulations, as well as any other applicable rules and
regulations pertaining to corporate governance, have been complied with, by your company
for the financial year ended
March 31, 2024. A separate report on corporate governance is appended
hereto and forms part of this report together with the necessary certificate from Ramesh
Chandra Mishra & Associates,
Practicing Company Secretary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI Listing
Regulations, Management Discussion and Analysis Report, capturing your Company's
performance, industry trends and other material changes with respect to your
Company's 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,
PROHIBITION & REDRESSAL) ACT 2013
Your Company has in place a Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
objective of this policy is to lay clear guidelines and provide right direction in case of
any reported incidence of sexual harassment across the Company's offices, and take
appropriate decision in resolving such issues.
All women employees whether permanent, temporary or contractual are
covered under the above policy. The said policy has been uploaded on Company's
website at https://skycorp.in/ sky-policies-adopted/
An Internal Complaint Committee (ICC) has been set up in compliance
under POSH to redress the complaints received regarding sexual harassment. During the
financial year under review, no complaints with respect to sexual harassment were received
and resolved by the Committee.
The details of complaints reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 during FY 2023-24 are as
follows:
Number of complaints at the beginning of the financial year |
0 |
Number of complaints filed and resolved during the financial
year |
0 |
Number of complaints pending at the end of the financial year |
0 |
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The disclosure of particulars regarding the Conservation of Energy,
Technology Absorption, and Foreign Exchange Earnings and Outgo as required under
Sub-section (3)(m) of Section 134 of the Act, read with Rule 8 (3) Companies (Accounts)
Rules, 2014 is annexed as Annexure-D and forms an integral part of this
Directors' Report.
SECRETARIAL STANDARDS COMPLIANCES
During the year under review, your 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 Act.
GREEN INITIATIVES
As a responsible corporate citizen, the Company welcomes and supports
the Green Initiative' undertaken by the Ministry of Corporate Affairs,
Government of India, and Securities & Exchange Board of India enabling electronic
delivery of documents including the Annual Report to shareholders at their e-mail address
registered with the Depository Participant (DPs) and Registrar and Transfer Agent (RTA).
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-E 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, which 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 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.
The various policies and codes adopted by the Company are stated in
detail in the Corporate Governance Report of the Company, which forms part of the Annual
Report.
CAUTIONARY STATEMENT
Statements in this Board of Directors' Report and Management
Discussion and Analysis Report that describe the Company's objectives, projections,
estimates or expectations may constitute forward-looking statements under applicable
securities laws and regulations. Actual results may differ materially from those expressed
or implied. Important factors that may affect the Company's operations include the
availability and prices of raw materials, cyclical demand and prices in the Company's
main markets, changes in government regulations, tax systems, economic developments in
India and the countries where the Company does business and other aids services 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.
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For and Behalf of the Board of Directors |
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SKY INDUSTRIES LIMITED |
Date : May 21, 2024 |
Shailesh S Shah |
Maikal Raorani |
Place : Mumbai |
Managing Director |
Whole Time Director & CFO |
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DIN:00006154 |
DIN:00037831 |