Directors Report of Sky Industries Ltd.

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting their 26th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

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

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particular 2014-2015 2013-14

Cmss Income 5539 5611

Pin lit Before Interest and 265 499

Depreciation

Finance Charges 323 329

Cross Profit

Provision for Depreciation 133 137

Net Profit Before Tax (113) 73

Provision for Tax 1151 4

Net Profit After Tax (98) 69

Balance of Profit forward 1024 956

Balance available far appropriation 926 1024

Proposed Dividend on Equity NIL NIL Shares

Taxon pm posed Dividend NA NA

Transfer to General Reserve NIL NIL

Surplus carried to Balance Sheet 926 1024

The Consolidated financial summary of the Company's' performance is as under:

Particulars 2014-2015 2013-14

Gross Income 6543.07 823.39

Net Profit After Tax (637) 189,75

2. Brief description of the Company's working during the year/State of Company's affair

The Company has Hook and Loop Tape fasteners as a major division now. Other Divisions viz. Malai Dori, Elastics etc are now closed. The contribution of Hook and Loop Tape Fasteners is 85% of the overall revenue of the Company. The other significant divisions are Velvet Manufacturing based in Daman.

The turnover of the Company was 55.38 Crores, nearly the same as previous year. The PAT was negative considering pressures on other businesses of the Company, vis a vis a PAT of Rs. 68 Lacs in the previous year.

The trend of performance is reflected in the Consolidated results as well.

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.

4. Dividend

In view of inadequate profits, the Directors do not recommend any dividend for the current year.

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.

7. Directors and Key Managerial Personnel

During the year, Ms Aditi Bhatt has been appointed as Independent Director in the Company.

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 six Board Meetings and six 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 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 Board's 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 employee's 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 the 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 Board's Report.

13. Details of Subsidiarv/TointVentures/Associate Companies

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-III

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

14. AUDITORS:

The Auditors, M/s Thanawala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of one year from the conclusion of this Annual General Meeting [AGM] till the conclusion of next AGM.

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 Company's products/ business of the Company for FY2014-15

17. 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 IV to this report. The report is self-explanatory and do not call for any further comments.

18. 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.

19. Issue of employee stock options

No ESOP were granted in the year under preview.

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.skyindia.com under 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 including identification therein of elements of risk, if any, this 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 as a part of this Annual Report as ANNEXUREI.

23. No material changes and commitments, if any, 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

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

Details of Loans:

sl Date of Details of Amount Purpose for Time No making borrower which the period Joax loans is to for be utilzed which by the it is recipient even

NOT APPLICABLE

Date of Date of Rate of secruity BR SR interest (if reqd)

Details of Investments

sl Date of Details of Amount Purpose for which No investments Investor in lacs the proceeds fron intellectualis purpossed is bee utilzed by the receiplent

1. 28/5/99 Skay Lac 35.61 Operations

2. 31/3/92 Dombivi Nagerj 5.00 Banking Limits Sahaker bank

3. 31/3/08 sky.Heminay 147.87 Operations Pvt.Ltd

4. 6/1/11 S.K Stahe 28.60 Operations and Pvt.Ltd

sl Date of Date of BE Date of sit Expected rate No investments (if reqd) of return

1. 28/5/99 - - -

2. 31/3/92 - - -

3. 31/3/08 - - -

4. 6/1/11 - - -

Details of Guarantee / Security Provided:

Sl. Date of Details of Amount Purpose for which the No Providing recipient secrity/ garantee is secrity / propose to be utilized garantee by the recipient

1 18/9/09 sky Hemmave 126 Lacs Banking Limits Pvt.Ltd

Sl. Date of date of BR Date of SR Commission No Providing (if any) secrity / garantee

1 18/9/09 - - -

26. 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 arm's 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 workplace 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, total foreign exchange used was Rs. 2414 Lakhs and the total foreign exchange earned was Rs. 711 lakhs.

30. 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 Company's 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 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.

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

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, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 27th Sep, 2014), with the Ministry of Corporate Affairs.

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

Shailesh Shah Managing Director

Place: MUMBAI Date: 11th Aug 2015

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Mar 31, 2014

Dear Members

The Directors take pleasure in submitting the 25th Annual Report and Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS AND OPERATIONS:

(Rs in Lacs)

Current Previous Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales and other income 5611 6311

Profit before Depreciation, Interest 499 336

Tax and Appropriation

Less: Interest 329 288

Depreciation 137 145

Profit / (Loss) before tax 33 (97)

Exceptional Item 40 35

Provision for Taxation 4 28

Profit / (Loss) after taxation 69 (34)

RESULTS OF OPERATIONS

The turnover during the year was Rs. 5505 Lacs as compared to previous years Rs.6117 Lacs, a decrease of about 10%. The major reason for decrease in the turnover was due to non operation of Navi Mumbai unit owing to labor unrest.

DIVIDEND

Owing to inadequate profits, the Directors have not recommended any dividend in the year under review.

EXPORTS

During the year under review the Exports were at Rs. 1015 Lacs vis-vis Rs.1050 Lacs in the previous year. Although the drop was marginal it was mainly on account of conscious decision to avoid the risky European markets, which were largely instrumental in getting higher export orders in the previous year.

INTERNATIONAL BUSINESS / SUBSIDIARY

Your Directors informed that due to adverse market conditions, the operations of the subsidiary company SKAYINC., was closed from April 2013.

Directors

In accordance with the provisions of the Companies Act, 2013 read with cl. 49 of the Listing Agreement Mr. Vijay Choraria, Mr. Narendra Mahajani and Mr. Subramanian Sharma - Independent Directors of the Company are to be re- appointed at Annual General Meeting for a period of five years starting from 27th September, 2014.

Mr Vaibhav Desai-Wholetime Director of the Company is re-appointed for the period of 3 years starting 30th September, 2014

Directors Responsibility Statement

Pursuant to the requirement under section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, 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 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, 2013 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, 2014 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.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

EMPLOYER/EMPLOYEE RELATIONS

The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial. The Directors wish to put on record their sincere appreciation and gratitude for the services rendered by the workers and staff at all levels.

HUMAN RESOURCES

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company.

PERSONNEL

The Company has not paid any remuneration attracting the provisions (Particulars of Employees) Rules, 1975 read along with section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

AUDITORS

The retiring Auditors M/s Thanawala & Co., Chartered Accountants, Mumbai, have been re-appointed to hold office till the conclusion of the 27th Annual General Meeting. They have furnished a certificate to the effect that the proposed re- appointment, is in accordance with the limits specified under section 139 of the Companies Act, 2013.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217(3) of the Companies Act, 1956.

FIXED DEPOSIT

As on 31st March, 2014 the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. However the company has filed the return ender section 58 of the Companies Act, 1956, as certain loans from the shareholders fall under the purview of the aforesaid act.

CORPORATE GOVERNANCE

A Report on Corporate Governance together with a Management Discussion and Analysis report along with a Certificate from Mr. Ramesh Chandra Mishra, Company Secretary in practice, regarding compliance of requirements of Corporate Governance pursuant to clause 49 of the Listing Agreement with the Stock Exchange are annexed hereto.

PARTICULARS AS PER SECTION 217 (2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 60,00,000/- or more per annum, if employed throughout the year, or Rs. 5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under section 217 (2A) of the Companies Act, 1956 and the rules made there under.

SUBSIDIARIES

The Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date along with the Directors'' and Auditors'' Report and Statement pursuant to the relevant sections of the Companies Act relating to Sky Hemmay Pvt. Ltd., and SK Stabel Industries Pvt. Ltd., Subsidiaries of the Company are attached to this report and shall be treated as forming part of the report.

LOAN TO SUBSIDIARY

The Company has given Corporate Guarantee to its Subsidiary Company, Sky Hemmay Pvt Ltd. upto Rs 126 lac for the purpose of meeting of its working capital limits.

EXTRACT OF ANNUAL RETURNS

1. The Paid up capital of the Company: Rs. 397.64 Lacs consisting of 3976400 equity shares of face value of Rs. 10/- each.

2. The Board of Directors of the company consists of 8 Directors. Out of which 4 promoter directors are namely Mr.Sharad Shah, Mr. Shailesh Shah, Mr. Nitin Motani, Mr. Saurabh Motani and Mr. Vaibhav Desai; and three Independent Directors namely Mr. Vijay Choraria, Mr. Narendra Mahajani and Mr. Subramanian Sharma.

3. The secured debt of the company is of Rs 63.24 Lacs.

4. The Promoters holding consists of 17,38,299 equity shares of Rs. 1,73,82,990/- each amounting to 43.72 %

5. During the year unclaimed dividend was Rs. 126294/-.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are given in Annexure-1 to this report.

RISK MANAGEMENT POLICY

Sky Industries Limited has a formal Risk Management (RM) framework, which has grown and refined over a period of time as the businesses are becoming more complex and increasingly facing various challenges across the globe.

The Company has put in place a risk management framework in line with its vision, mission and business strategy.

The Company''s Risk Management framework is based on a ''risk intelligence'' map, taking into account key focus areas of risk identification and mitigation. The areas of risk are further ''drilled down'' to its component parts, risks and mitigation measures identified; responsibilities are then allocated to respective department and functional heads, who monitor risk mitigation measures and calculate residual risk. The methodology links mission, objectives and risk management, and implements the following steps:

1. Understand Mission, Vision, Corporate Objectives

2. Understand organisation structure and key management team

3. Work with key business line leaders to understand business line objectives, divisional objectives and business plans Understand link between corporate objectives and business unit objectives and

4. Review currently identify risks and identify gaps and linkages between business risks and process risks

INDEPENDENT DIRECTORS DECLARATIONS

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 related to promoters or 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 Director has 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 percent, 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 non-profit 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 percent or more of the total voting power of the company; or

6. Independent director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in schedule IV of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee consisting of Two (2) of Independent Directors Mr. Narendra Mahajani and Mr Subramanian Sharma

Mr. Narendra Mahajani being the Chairman of the Committee.

The Gist of the Policy of the said committee:

1. For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become ID;

b. He has to fulfill the requirements as per section 149 of the Companies Act, 1956 read with cl. 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. ID should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. ID should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual Meeting.

PERFORMANCE OF THE BOARD AND COMMITTEE:

During the year under review, the performance of the Board & Committee and Individual Director(s) based on the below parameters satisfactory:

1. Most ofthe Directors attended the Board meeting;

2. The remunerations paid to executive Directors strictly as per the company and industry policy. The Independent Directors only received sitting fees.

3. The Independent Directors contributed a lot based on their experience and knowledge and Independent views.

4. The Credit Policy, Loan Policy and compliances were reviewed;

5. Implementation of Risk Management Policy

DETAILS RELATING TO LOANS AND INVESTMENTS:

Details relating to section 186 of the Companies Act, 2013 with regards to loans & investment made by the company are given in detail in the Auditor''s Report and the annexures there to.

RELATED PARTY TRANSACTIONS

Details of related party transactions as per section 188 of the Companies Act, 2013 are given in the Auditor''s report and annexures thereto.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.





For and on behalf of the Board

Date: 11th Aug, 2014 Nitin K. Motani Place: Mumbai Chairman

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Mar 31, 2010

The Directors take pleasure in submitting the 21st Annual Report and Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS AND OPERATIONS: (Rs in Lacs)

Particulars Current Year ended Previous Year ended 31.03.2010 31.03.2009

Sales and other income 6455 6139

Profit before Depreciation, Interest

Tax and Appropriation 997 602

Less: Interest 246 358

Depreciation 205 223

Provision for Taxation 77 (3)

Deferred Taxation 64

Profit / (Loss) after taxation 405 24

Add: Prior Period Adjustments 4 9

Excess provision for tax adjusted 0 0

Balance brought forward 1162 1147

Balance available for Appropriation 1329 1171

RESULTS OF OPERATIONS

The turnover during the year was Rs. 6455 Lacs as compared to previous years Rs. 6139 Lacs, an increase of about 5 %.

DIVIDEND

A Dividend of 5 % is proposed to be distributed to the shareholders of the Company.

EXPORTS

During the year under review the Exports were at Rs. 2583 lacs, an increase of about 28% over the previous year. The Company improved its presence in export market, the seeds for which were sowed in the previous years.

INTERNATIONAL BUSINESS/ SUBSIDIARY

Your Directors are pleased to inform that the performance of the subsidiary companies, SKAY INC & Sky Hemmay for the year ended 31st March, 2010 was satisfactory.

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of the Directors and the respective Auditors Report thereon of the subsidiary companies, SKAY INC & Sky Hemmay for the year ended 31s March, 2010, are annexed herewith.

HUMAN RESOURCES

At present we have 321 (Three Hundred and twenty one members) in our family globally and we expect stable growth in same in this financial year. Your company encourages teamwork, along with individual excellence; develop a sense of belonging amongst employees by caring attitude.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing agreement with the Stock Exchanges is included in this report.

AUDIT COMMITTEE

The details of the committee are given in the Corporate Governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing agreement with the Stock Exchanges is presented as a separate section forming part of this Annual Report.

DIRECTORS

Mr. Nitin Motani, and Mr. Sharad Shah, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Mr. Maikal Raoranis term of appointment as a Wholetime Director expires on 30* Sep 2010. He is eligible and has offered himself for re-appointment on the terms and conditions as stated in the agreement entered into with the Company.

Your Directors recommend the appointment and re-appointment of the aforesaid directors.

AUDITORS

M/s Kalyaniwalla & Mistry, Chartered Accountants, Mumbai, hold office till the conclusion of the ensuing Annual General Meeting and have expressed their willingness and eligibility to continue, if re-appointed. The Company has received a certificate under Section 224 (IB) of the Companies Act, 1956 stating that the appointment, if made, will be within the limits as specified in that section.

You are requested to consider their re-appointment.

AUDITORS REPORT

Qualification made by Auditor in Auditors Report under para 4.5 and 6 and further in annexure to the Auditors Report under para 2(b) and 7, our management in view of that the:

a) Certain transactions with related parties have exceeded the approved limit and certain transactions need Central Government approval. The Company is in process of applying for the said transactions which will be carried out in due course of time.

b) The Company has to pass a special resolution for the Managerial Remuneration paid to the Directors, which has been proposed in the forthcoming Annual General Meeting.

The Notes on Accounts referred to in the auditors report are self-explanatory and therefore do not call for any further comments.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 during the year under review. However, the Company has filed the return under Section 58 of the Companies Act, 1956, as certain loans from shareholders fall under the purview of the aforesaid act.

EMPLOYEES

The Company has no employee drawing remuneration in excess of limits specified under Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Information in accordance with the provisions of Section 217(l)(e) of the Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

(a) that in preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they 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 of the Company for the year;

(c) that they 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;

(d) that they have prepared the annual accounts on a going concern basis.

TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:

During the year Company has duly transferred unpaid / unclaimed dividend for a financial year 2002-03 to the Investor Education and Protection Fund established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

DE-LISTING OF SHARES

The Company had applied for Voluntary Delisting of Shares from the Non-Regional Stock Exchanges viz. The Stock Exchange Ahmedabad, The Calcutta Stock Association Limited, The Jaipur Stock Exchange Limited.

The Stock Exchange, Ahmedabad vide their letter dated 31st March, 2004 have De-listed the Companys securities from their Stock Exchange. The approval from other Stock Exchanges are awaited.

ACKNOWLEDGEMENTS

Your Directors wish to thank all our customers, vendors, investors and bankers for their unstinted support. Above all, we wish to place on record our appreciation for the contribution made by all the employees of the Company, whose hard work and dedication has made possible the progress and growth of our Company.

For and on behalf of the Board

Sd/- Nitin K. Motani Chairman

Date: 31st July 2010

Place: Mumbai