BOARD OF DIRECTORS - Bombay Stock Exchange€¦ · board of directors mr. dilip kulkarni chairman...

SKYPAK SERVICES SPECIALISTS LIMITED

BOARD OF DIRECTORS

MR. DILIP KULKARNI CHAIRMAN

MR. HEMANT MANILAL ARYA

DIRECTOR

MRS. DEVIKA D. KULKARNI DIRECTOR

REGISTERED OFFICE 3, Sona Udyog,

Parsi Panchayat Road, Andheri (East),

Mumbai 400 069

REGISTRARS & SHARE TRANSFER AGENT ADROIT CORPORATE SERVICES PVT. LTD.

19/20, Jaferbhoy Industrial Estate, Makawana Road, Marol Naka,

Andheri(East) Mumbai – 400 059


2010-2011

2

SKYPAK SERVICES SPECIALIST LIMITED ANNUAL REPORT

2010-11

CONTENTS PAGE NO.

Notice of Meeting 3

Director’s Report 5

Management Discussion and Analysis 8

Corporate Governance 9

Company’s Secretaries Report 15

CEO/CFO Certificate 15

Auditor’s Report 16

Balance Sheet 20

Profit and Loss Account 21

Schedules to Balance Sheet and Profit and Loss 22

Notes to Accounts 26

Cash Flow Statement 32

Attendance Slip and Proxy Form 33


2010-2011

3

SKYPAK SERVICES SPECIALIST LIMITED

NOTICE NOTICE is hereby given that the 29th Annual General Meeting of the Members of Skypak Services Specialist Limited will be held at the Registered Office of the Company at Kumaria Presidency Hotel, Marol Naka, Andheri East, Mumbai – 400 059 on 30th September, 2011 at 11.00 A.m. to transact the following business: ORDINARY BUSINESS:

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2011 and Profit and Loss Account for the year ended on that date together with Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Hemant Arya who retires by rotation at the ensuing Annual General

Meeting and being eligible, offers himself for re-appointment.

3. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion

of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration.

For and on behalf of the Boar d Sd/- Place: Mumbai Date: 10 th August, 2011 Dilip Kulkarni Chairman Registered Office: 3, Sona Udyog, Parsi Panchayat Road, Andheri (East) Mumbai 400 069 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND ON A POLL, TO VOTE INSTEAD OF HIMSELF /HERSELF AND THE PROXY NEED NOT BE A MEMBER.

2. Proxies, in order to be effective, must be received at the Company's Registered Office not later than 48 (forty

eight) hours before the time fixed for holding the meeting. 3. The Register of Members and Share Transfer Books will remain closed from 26th September, 2011 to 30th

September, 2011 (both days inclusive) 4. Members desirous of obtaining any information concerning the accounts and operations of the Company are

requested to address their queries so as to reach the Registered Office of the Company at least seven days before the date of the meeting, to enable the Company to make available the required information at the meeting, to the extent possible.

5. Members are requested to notify immediately any change in their address to their respective Depository

Participant (DP) in respect of their electronic share accounts and to the Company’s Registrar & Transfer Agent at Adroit Corporate Services Pvt. Ltd.19/20, Jaferbhoy Industrial Estate, Makawana Road, Marol Naka, Andheri East Mumbai – 400 059 in respect of their physical share folios.

6. Members are requested to bring their copy of Annual Report to the Meeting. 7. Members are requested to bring the Attendance Slip sent herewith duly filled for attending the Meeting.


2010-2011

4

8. The relevant details as required under Clause 49 of the Listing Agreement entered into with the Stock

Exchange, of persons, seeking re-appointment as Directors under Item No. 2 above, are annexed. Profile of the Director liable to retire by rotatio n: Particulars Mr. Hemant Arya Date of Birth 04.06.1970 Qualification B.A. Experience More than 35 Years Experience In the courier

industries Other Directorship Nil


2010-2011

5

DIRECTORS’ REPORT The Directors are pleased to present the 29th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2011. SUMMARISED FINANCIAL RESULTS:

(Rs. in Lacs)

Year ended 31.3.2011

Year ended 31.3.2010

Profit before interest and depreciation (23..42) (70.86) Less: Interest 7.30 12.70 Depreciation 6.31 9.73 Profit before tax (37.03)

(93.29)

Tax Provision - - Profit after tax (37.03) (93.29) Prior Period Income - - Balance brought forward from previous year (1950.51) (1857.21) Profit available for appropriation (37.03) Transfer to General Reserves Balance in Profit & Loss Account (1987.54) (1950.51) THE YEAR UNDER REVIEW The Courier industry in general witnessed a downtrend in its operations as a result of stiff competition from other service sectors and other mode of communication. The overall performance of the company has been satisfactory. The total income of the company was Rs 537.95 Lacs as compared to previous year Rs.779.35 Lacs. The net loss after depreciation and provision for tax for the year ended 31st March, 2011 was Rs. 37.03 Lacs as compared to net loss of Rs. 93.29 Lacs in the previous year. INDUSTRIAL RELATIONS: Industry relations continue to be cordial. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE: : As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are given herein below. FIXED DEPOSITS The Company neither has accepted nor renewed any fixed deposit during the year under review. AUDITORS’ REPORT Relevant notes on accounts are self-explanatory and are as per Annexure to the Auditors’ Report. 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 M/s J.H Ghumara & Co, Chartered Accountants, retire as Auditors and have expressed their willingness to hold office if re-appointed. ACKNOWLEDGEMENTS Your Directors convey their sincere thanks to 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


2010-2011

6

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, 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, 2011, 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 account ting 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 2011 on a ‘going concern’ basis.

(v) On behalf of the Board of Directors.

Mr. Dilip M. Kulkarni Mrs. Devika D. Kulkar ni

Director Director

Place : Mumbai Dated : 10 TH August, 2011.


2010-2011

7

ANNEXURE “A” TO THE DIRECTORS’ REPORT

Particulars under Companies (Disclosure of Particulars on the Report of Board of Directors) Rules, 1988 for the year ended 31st March, 2011 A. CONSERVATION OF ENERGY:

• Energy Conservation measures taken: Adequate Steps has been taken for energy conservation. • 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.

• 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

• Total energy consumption per unit of production : Not Identifiable

B. TECHNOLOGY ABSORTION: Upgradation and modernization of the plant and machinery carried out with latest technology available in the market

C. FOREIGN EXCHANGE EARNING AND OUTGO Total foreign exchange used and earned:-

(Rs. in Lacs)

Year ended Year ended

31.3.2011 31.3.2010 USED: Delivery & Linehaul charges 0 0

EARNED Delivery & Linehaul charges received 36 33

On behalf of the Board of Directors.

Mr. Dilip M. Kulkarni Mrs. Devika D. Kulkar ni Directors Director

Place : Mumbai Dated : 10 TH August, 2011


2010-2011

8

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The overall economic growth coupled with removal of trade barriers resulted in growth for the Indian Logistics industry. Statistics reveals that the industry in general is expected to grow in next few years. 1) Industry Structure & Developments:

The demand for the courier industry has grown and there is an ever increasing requirement for the same. However, there is also an ever increasing simultaneous stiff competition posed by web world and internet. Profit margin is impacted due to this. Increasing emphasis on green movement also has started having its impact on the industry. 2) Opportunities & Threats: The courier industry caters to all the sectors of the society and has a wide presence. However, as stated above the ever increasing emphasis on green movement can hamper its growth opportunities. 3) Segment-wise Performance:

The Company’s main business is courier of documents. As such, there are no separate reportable segments. 4) Outlook:

The Company continues to explore the possibilities of expansion and will make the necessary investments when attractive opportunities arise. 5) Risks and Concerns: The Company is exposed to specific risks that are particular to its businesses and the environment within which it operates, including interest rate volatility, economic cycle, market risk and credit risk. The Company manages these risks by maintaining a conservative financial profile and by following prudent business and risk management policies. 6) Internal Control Systems & their Adequacy:

The Company’s operating and business control procedures have been framed in order that they ensure efficient use of resources and comply with the procedures and regulatory requirements. The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The Audit Committee reviews the quarterly and annual financial statements, adequacy of disclosures treatment of various items involving accounting judgments. 7) Discussions on Financial Performance with respec t to Operational Performance: The turnover of the company during the year has decreased compared to last year. 8) Human Resource Development: The Company believes that the human resources are vital in giving the Company a Competitive edge in the current business environment. The Company’s philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition/ dissemination, creativity and responsibility. As in the past, the Company has enjoyed cordial relations with the employees at all levels. 9) Cautionary Statement: Statements in this report on Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

For and on behalf of the Board Sd/-

Mr. Dilip Kulkarni Chairman


2010-2011

9

REPORT ON CORPORATE GOVERNANCE Company’s Philosophy on Code of Corporate Governanc e: Skypak Services Specialists Limited is committed to the adoption of the best governance practices and its adherence in the true spirit, at all times. The Company emphasizes on maintaining highest respect for the laws of the land and the rights of its stakeholders – both of which are the fundamental platforms on which the decision making powers of the Board of Directors are based. A. Board of Directors: Size and Composition of the Board: The present strength of the Board is three Directors comprising of one Non-Executive Directors and two Executive Director. The Chairman of the Board is a Non-Executive Director. The constitution of the Board as on 31st March, 2011 is as under:

Number of other Director Category

Director- ships*

Committee Memberships

Committee Chairmanships

Mr. Dilip Kulkarni Chairman, Non-Executive

0 0 0

Mrs. Devika Kulkarni Executive 0 0 0 Mr. Hemant Arya Executive 0 0 0

*Other Directorships exclude directorships held in Private Limited companies. B. Board Meetings and Attendance of Directors: The Board meets at least once in a quarter to consider amongst other business the performance of the Company and quarterly financial results. When necessary, additional meetings are held. Agenda for each meeting along with explanatory notes are drafted and distributed well in advance to the Directors. Every Board Member is free to suggest the inclusion of items on the agenda. During the year ended 31st March 2011, the Board meetings were held Four times. Table hereunder gives the attendance record of the Directors at the Board Meetings held during 2010- 2011 and the last AGM:

Name of the Directors Number of Board Meetings held

Number of Board Meetings attended

Whether attended last AGM

Mr. Dilip Kulkarni 4 4 Yes Mrs. Devika Kulkarni 4 4 Yes Mr. Hemant Arya 4 4 Yes

C. Board Committees:

To enable better and more focused attention on the affairs of the Corporation, the Board delegates particular matters to Committees of the Board set up for the purpose. The Committees prepare the groundwork for decision making and report at the subsequent Board meeting. The Board is responsible for the constitution, co-opting and fixing the terms of reference for Committee members of the said Committees. 1. Audit Committee:

Terms of reference

(a) Primary Objectives of the Audit Committee:


2010-2011

10

The Primary objective of the Audit Committee (the “committee”) is to monitor and provide effective supervision of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures and the transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process – by the management, including the independent auditor – and notes the process and safeguards employed by each.

(b) Scope of the Audit Committee: 1. Provide an open avenue of communication between the Independent Auditor and the Board of Directors

(“BOD”);

2. Recommending the appointment and removal of statutory auditors, fixation of audit fees and also to approve the payment for other services;

3. Oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statements are correct, sufficient and credible. 4. Meet four times a year or more frequently as circumstances require. The Audit Committee may ask members

of management or others to attend meetings and provide pertinent information as necessary;

5. Confirm and assure the independence of the external Auditor;

6. Review with independent auditor the co-ordination of audit efforts to assure completeness of coverage, reduction of redundant efforts and the effective use of all audit resources;

7. Consider and review with the Independent Auditor, the adequacy of internal controls including the

computerized information system controls and security; 8. Reviewing with the management, the quarterly financial statements before submission to the Board for

approval; 9. Reviewing with the management, performance of statutory auditors and adequacy of the internal control

systems.

10. Reviewing with the management the annual financial statements before submission to the Board, focusing primarily on:

a. Any changes in the accounting policies and practices b. Disclosure of related party transactions c. The going concern assumption d. Compliance with accounting standards e. Compliance with stock exchange and legal requirements concerning financial statements f. Significant adjustment arising out of audit findings g. Qualifications, if any, in the draft audit report h. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board of

Directors’ Report.

11. Consider and review with the management and the independent auditor:

a. Significant findings during the year, including the status of previous audit recommendations, b. Any difficulties encountered in the course of audit work including any restrictions on the scope of

activities or access to required information.

12. Review of the following information:

a. Management discussion and analysis of financial condition and results of operations b. Statement of significant related party transactions submitted by the management c. Management letters/letters of internal control weaknesses issued by the Statutory Auditors


2010-2011

11

(c) Composition of the Audit Committee as on 31 st March 2011:

The Audit Committee is constituted in accordance with the Corporate Governance Code of the Listing Agreement and the provisions of the Companies Act, 1956. The Statutory Auditors are invited to the Audit Committee Meetings whenever required. The quorum for the Audit Committee Meeting is two members. The Committee comprises of the following Members: 1. Mrs. Devika Kulkarni (Chairman) 2. Mr. Dilip Kulkarni 3. Mr. Hemant Arya

(d) Audit Committee Meetings and Attendance for th e financial year ended 31 st March 2011: During the financial year ended 31st March 2011, Audit Committee Meetings were held on 31st July, 2010, 30th October, 2010, 30th January, 2011 and 30th April, 2011 The table hereunder gives the attendance record of the Audit Committee Members:

Name of Members No. of meetings held No. of meeting s attended

Mrs. Devika Kulkarni(Chairman) 4 4 Mr. Dilip Kulkarni 4 4

Mr. Hemant Arya 4 4

2. Remuneration Committee:

(a) The broad terms of reference of the Remuneration Committee is to ensure that the remuneration practices of the Company in respect of the Senior Executives including the Executive Directors are competitive keeping in view prevalent compensation packages so as to recruit and retain suitable individual(s) in such capacity.

(b) The Remuneration Committee comprises of following Directors: 1. Mr. Dilip Kulkarni (Chairman) 2. Mrs. Devika Kulkarni 3. Mr. Hemant Arya

(c) Remuneration Policy:

The appointment and remuneration of the Executive Directors is governed by resolutions passed by the Board of Directors and shareholders of the Company, which covers terms of such appointment, read with the service rules of the Company. Remuneration paid to the Executive Directors and sitting fees, payable if any to the Non-Executive Directors for each meeting of the Board attended by them is recommended by the Remuneration Committee, approved by the Board and is within the limits set by the shareholders at the General Meetings.

(d) Meetings and Attendance:

Meeting of the Remuneration Committee was not held during the financial year ended on 31st March 2011.

3. Shareholders/Investors Grievance Committee:

The Shareholders / Investor Grievance Committee looks into the Redressal of shareholder and investors complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and recommends measures to improve the level of investor services.

The Company has set up a Shareholders/ Investors Grievance Committee consisting of One Non-Executive and two executive Director, The Chairman of the said Committee is a Non-Executive, Independent Director.

The Shareholders / Investor Grievance Committee comprises of the following Directors The Committee comprises of the following Members:

1. Mr. Dilip Kulkarni (Chairman) 2. Mrs. Devika Kulkarni


2010-2011

12

3. Mr. Hemant Arya Meetings and Attendance: Four Shareholder’s/Investor’s Grievance Committee were held during the year ended 31st March, 2011. The attendance record of the members is given in the table hereunder.

Name of the Shareholders/Investors grievance Committee members

No of meetings held No of meeting attended

Shri Dilip Kulkarni (Chairman) 4 4 Shri Hemant Arya 4 4 Smt Devika Kulkarni 4 4

Details of Shareholders’ complaints received, not s olved and pending during the Financial Year ended 31st March, 2011: There are no pending/unattended complaints as on 31st March, 2011

D. General Body Meetings: The Details of last three Annual General Meetings are given hereunder:

Year Date Venue/Details of Special Resolution passe d Time 2010 30/09/2010 Kumariya Presidency Hotel,

Marol Naka, Andheri (E) Mumbai – 400059

11.00 A.M.

2009 24/12/2009 Kumariya Presidency Hotel, Marol Naka, Andheri (E) Mumbai – 400059

11.00 A.M.

2008 26/09/2008 Kumariya Presidency Hotel, Marol Naka, Andheri (E) Mumbai – 400059

11.00 A.M.

Special Resolution: No Special resolution was passed in the last Annual General Meeting. Postal Ballot: No Special/Ordinary resolution requiring postal ballot was placed before the last Annual General Meeting.

E. DISCLOSURES: Related Party Transactions:

There are no transactions of material nature with Directors/Promoters or any related entity, which will have any potential conflict with the interests of the Company at large except the transactions mentioned under the Section of Notes to Accounts which forms a part of the Auditors’ Report for the year ended 31st March, 2011

Compliance by the Company:

The company has been suspended by The Bombay Stock Exchange for non compliance of the provisions of the Listing Agreement. The company is in the process of Revocation of Suspension.

Whistle Blower Policy and Access of personnel to th e Audit Committee:

The Company has not established the non-mandatory requirement of Whistle Blower Policy. However, the Company’s personnel have access to the Chairman of the Audit Committee in cases such as concerns about unethical behavior, frauds and other grievances. No personnel of the Company have been denied access to the Audit Committee.

Compliance with the Mandatory requirements and Impl ementation of the Non-mandatory requirements:

The Company has not implemented the non-mandatory requirements, except the constitution of Remuneration Committee, enlisted by way of annexure to Clause 49 of the listing agreement.


2010-2011

13

F. CEO CERTIFICATION:

As required by Clause 49 of the Listing Agreement, the CEO’s declaration on compliance of the Company’s Code of Conduct is provided as an annexure to this Report.

G. GENERAL SHAREHOLDERS’ INFORMATION:

1. Date, time and venue of Annual General Meeting of Shareholders

30th September 2011 at 11.00 A.M. Kumariya Presidency Hotel, Marol Naka, Andheri (E) Mumbai - 400059

2. Dates of book closures 26th September 2011 to 30th September 2011 (both days inclusive)

3. Financial Calendar (tentative and subject to change)

Financial Reporting for quarter ended: June 30, 2010 : By July end September 30, 2010 : By September end December 31, 2010 : By January end March 31, 2011 : By April end

4. Listing on Stock Exchanges Bombay Stock Exchange Limited The Ahmedabad Stock Exchange, Applied for Delisting

5. Stock Exchange Code 523846 6. Demat ISIN No. in NSDL & CDSL

INE539D01013

7.

Disclosures regarding appointment or re-appointment of Directors:

Pursuant to the provisions of Sections 255 & 256 of the Companies Act, 1956, Mr. Hemant Arya will retire by rotation in the forthcoming Annual General Meeting. The Board has recommended the re-appointments of the said Directors to the shareholders. The detailed resume of Directors proposed to be re-appointed is provided in the notice of the Annual general Meeting.

8 Stock Market Price Data:

Data not available, the company has been suspended by The Bombay Stock Exchange

9 Registrar and Share Transfer Agents: M/s.Adroit Corporate Services Pvt Ltd

19/20,Jaferbhoy Industrial Estate , Makawana road, Marol Naka , Andheri(E)-400059

10 Share Transfer System: Shares sent for physical transfer are generally registered and returned within a period of 30 days from

the date of receipt, if the documents are clear in all respects. The Shareholders/ Investors Grievance Committee of the Company meets as and when required.

11. Categories of Shareholding as on March 31, 2011 :

Shareholders Shares Category

Number % to total Shareholders

Number % to total Capital

Promoters 15 0.39 1751805 56.67

Mutual Funds 1 0.03 700 0.02

Corporate Bodies 63 1.62 163500 5.29


2010-2011

14

NRI’s 10 0.26 15101 5.60

Indian Public 3797 97.71 1160114 37.53

Total 3886 100.00 3091220 100.00

12. Dematerialization of Shares and liquidity:

The Company has established required connectivity with Central Depository Services (India) Limited and National Securities Depository Limited and the same are available in electronic segment under ISIN No. INE539D01013.

13. Outstanding GDR’s /ADR’s /Warrants or any Conve rtible Instruments, conversion date and likely

impact on Equity: There are no GDR’s / ADR’s / Warrants or any convertible instruments pending conversion or any other instrument likely to impact the Equity Share Capital of the Company. Address for Correspondence with Registrar & Share T ransfer Agent: M/s.Adroit Corporate Services Pvt Ltd 19/20,Jaferbhoy Industrial Estate , Makawana road, Marol Naka , Andheri(E)-400059 Tel No. 28590942 Email id – [email protected]

Fax No. 28503748 CODE OF CONDUCT DECLARATION

Pursuant to Clause 49(D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that all the board members and senior management personnel of the Company have affirmed compliances with the Code of Conduct for the year ended on 31st March, 2011.

For and on behalf of the Board Sd/- Place: Mumbai Date: 10 th August, 2011 Director MANAGEMENT RESPONSIBILITY STATEMENT

The financial statements are in full conformity with the requirements of the Companies Act, 1956 and the Accounting Standards issued by the Central Government. The Management of Company accepts responsibility for the integrity and objectivity of these financial statements, as well as, for estimates and judgments relating to matters not concluded by the year-end. The management believes that the financial statements reflect fairly the form and substance of transactions and reasonably presents the company’s financial condition, and results of operations. To ensure this, the Company has installed a system of internal controls, which is reviewed, evaluated and updated on the ongoing basis. Our internal auditors have conducted periodic audits to provide reasonable assurance that the company’s established policy and procedures have been followed. However, there are inherent limitations that should be recognized in weighing the assurances provide by any system of internal controls. These financial statements have been audited by M/S. Jagdish Chandra H Ghumara and Co. Chartered accountants, and Statutory Auditors of the Company.

For and on behalf of the Board Sd/- Place: Mumbai Date: 10 th August, 2011 Director


2010-2011

15

PRACTICING COMPANY SECRETARIES CERTIFICATE ON CORPO RATE GOVERNANCE

To, The Members of Skypak Services Specialists Ltd. We have examined the compliance of conditions of Corporate Governance by Skypak Services Specialists Limited (“the Company”) for the year ended March 31, 2011, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchange. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinations were limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. As per the records of the Company, there were no investor grievances remaining unattended for a period exceeding one month against the Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For and on behalf of

H.B. Upasani & Co. Practicing Company Secretar ies

Place: Mumbai H.B. Upasani Date: 10 th August, 2011 FCS: 4891, COP: 5966

CEO/CFO CERTIFICATION TO THE BOARD I Certify that I have reviewed the financial statements and the cash flow statement for the year 2010 - 11 and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

• These statements together present a true and fair view of the companies affairs and are in compliance with existing accounting standards, applicable laws and regulations;

b. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year 2010 - 11which are fraudulent, illegal or violative of the companies code of conduct; c. We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness of the internal control systems of the company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we are aware of and the steps we have taken or propose to take to rectify these deficiencies. d. We have indicated to the Auditors and the Audit Committee –

• Significant changes in internal control over the financial reporting during the year 2010-11 • Significant changes in accounting policies during the year 2010-11 and that the same have been

disclosed in the notes to the financial statements; and • Instances of significant fraud of which we have become aware and the involvement therein, if any, of

the management or an employee having a significant role in the company’s internal control system over the financial reporting.

For and on behalf of the Board Sd/- Place: Mumbai Date: 10 th August, 2011 Director


2010-2011

16

AUDITOR’S REPORT

TO

THE MEMBERS OF SKYPAK SERVICE SPECIALISTS LTD

1. We have audited the attached Balance Sheet of SKYPAK SERVICE SPECIALISTS LTD. as at 31st March, 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the companies(Auditor’s report)(Amendment) order 2004 issued by the central government of india in terms of sub sections (4A) of section 227 of the companies Act, information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit except to the extent indicated in note no 3 of notes forming part of Accounts;

b) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from our examinations of those books.

c) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion the Balance sheet and Profit & Loss Account are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the Basis of written representation received from the director as on March 31,2011 and taken on record by the board of directors we report that none of the directors is disqualified as on March 31,2011 from being appointed as director in terms of clause(g) of Sub section (1) of section 274 of the companies Act 1956 and

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view. i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 andii) in the case of Profit & Loss Account, of the profit for the year ended on that date.

FOR J.H. GHUMARA & CO CHARTERED ACCOUNTANTS FIRM REG NO:-103185W

JAGDISHCHANDRA H GHUMARA

Place: Mumbai PROPRIETOR Date: August 10, 2011. Membership No:-14320


2010-2011

17

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even d ate)

1. The fixed assets register as required to be maintained by the company had been stated to us to be

maintained by the company. However, the same was not produced before us for our verification.

The Management during the year has not physically verified the fixed assets of the company. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. The company being a service company, clause (ii) (a), ii (b) and (ii) (c) of paragraph 4 the aforesaid order, regarding inventories are not applicable.

3. It is represented to us by the management that register under section 301 of the companies Act 1956

has been duly maintained, but the same could not be furnished for our perusal during the course of audit. The company has granted unsecured short term loan to a group Company at 15% interest, which is repayable on demand. Details are as under;

Party Relationship Balance at the beginning of the Year (Rs)

During the Year (interest) (Rs)

Amount Received during the Year (Rs)

Year End Balance (Rs)

Skypak financial Securities P Ltd

Group Company 11,62,765 NIL 11,62,765 NIL

In view of the fact that the loan is interest bearing and repayable on demand, we are of the opinion that the term & conditions thereof with regards to interest & repayment are not prima facie prejudicial to the interest of the company.

In view of the fact that the loan is repayable on demand the question of overdue does not arise.

Details of Loans taken:

No Party Relationship Year End Balance (Rs)

1 Devika D kulkarni Director 16,98,600 2 Dilip M kulkarni Director 51,27,386

We are given to understand that the above loan is interest free, which is not prejudicial to the interest of the company. We are given to understand by the company’s management that these loans are Repayable on demand, which in our opinion is prima facie prejudicial to the interest of the company. According to the information and explanation given to us, the above mention loans are repayable on demand. Accordingly the question of regularities in repayment of principal amount does not arise. 4. In our opinion and according to the information and explanation given to us, the company did not implement

internal control procedures generally commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets. However, internal control has to be implemented and strengthened in the area of Accounts, sales and collection.

Further, during the course of our audit, we found that certain books of account were short in nature and not produced before us for the verification. This in our opinion it is indication of major weakness in internal control procedures, which require immediate corrective action from the management


2010-2011

18

5. The register Maintained under section 301 of the companies act was not produced before us for verification during the course of Audit. However we were informed by the management that transactions that need to be entered in the register have been so entered. In our opinion transaction entered in the register maintained u/s301of the companies act 1956 have been made in pursuance of contracts or arrangements and exceeding the value of five lakhs rupees in respect of any party during the year, have been made at the price, which are reasonable having regards to prevailing market price of the relevant time.

6. Acceptance of Deposit by the company against bills of exchange does not comply with the provision of clause

(a) and clause (b) of sub section 2 of section 58A of the companies Act 1956. Further during the course of our Audit we have neither come across nor have we been informed of any order passed under section 58A and section 58AA or by the national company law tribunal or company Law board or the Reserve Bank of India or any other court or any other tribunal during the year.

7. The company did not implement the internal control system during the year.

8. In our opinion, clause (viii) of paragraph 4 of the aforesaid order is not applicable to the company, since the central Government has not prescribed maintenance of cost records under section209(1)(d) of the companies Act 1956 for the company.

9. According to the books and records as produced before us and examined by us in accordance with generally

accepted auditing practices in India, we are in opinion that

Company is not regular in depositing with statutory authorities; undisputed dues in respect of Provident fund, Employees State insurance, profession Tax, and service Tax.

The details in respect of unpaid statutory dues, which have remained outstanding as on 31.03.2011 for a period exceeding six month from the date they become payable are as under.

STATUTORY DUES

Amount outstanding (Rs)

ESIC (including Company’s contribution)

54,35,873

Provident Fund (including Company’s Contribution)

2,21,96,809

Profession Tax

30,36,197

Fringe Benefit Tax

7,92,998

Service Tax

5,62,88,925

According to the records of the company there are no dues of sales tax, income tax, custom Duty, wealth Tax, service tax,/Cess Which have not been Deposited on Account of any dispute.

10. The accumulated losses of the company as on March 31, 2011 are more than fifty percent of its Net worth. The Company has incurred cash losses during the current year.

11. The Company has not defaulted in repayment of dues to Bank. The Company has not issued debentures and hence the question of repayment does not arise.

12. The Company has not granted any loans and advances on the Basis of securities by way of pledge of shares, debentures or other similar securities.


2010-2011

19

13. We are given to understand that the provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefits Fund/society are not applicable to the company.

14. Since the company is not dealing or trading in shares, securities debentures and other investment the question of Maintenance of Proper records does not arise. However the company does have investment held in his own name.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not availed any term loans during the year.

17. On the Basis of review of utilization of fund on overall Basis, the related information made available to us and as represented to us by the management, we are of the opinion that funds raised on long term basis have been used for Long term application and fund raised for short term basis have been used for short term application.

18. The Company has not raised any money by issue of shares during the year. In our opinion and according to information and explanation given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act 1956 during the year.

19. Since the company has not issued any debentures during the year, the question of creation of any security does not arise.

20. The Company has not raised any money by public issue during the year.

21. No Misappropriation during the year have been reported by the Management.

FOR J.H.GHUMARA & CO CHARTERED ACCOUNTANTS FIRM REG NO:-103185W


Place: Mumbai PROPRIETOR Date: August 10, 2011. Membership No:-14320


2010-2011

20

SKYPAK SERVICE SPECIALISTS LTD.

BALANCE SHEET AS AT 31ST MARCH 2011

Schedule As at 31st As at 31st

March 2011 March 2010

Rs. Rs.

SOURCES OF FUNDS

1 Shareholders' Funds

a. Share Capital A 30,874,700 30,874,700

b. Reserves & Surplus B 90,338,814 90,338,814

2 Loan Funds

a. Secured Loans C - 0

b. Unsecured Loans D 12,825,809 14,915,605

3 Deferred tax Liability (Net) 2,291,812 2,291,812

Total 136,331,135 138,420,931

APPLICATION OF FUNDS

1 Fixed Assets

a. Gross block 14,277,764 14,249,939

b. Less: Depreciation 8,340,877 7,709,650

c. Net block E 5,936,887 6,540,289

2 Investments F 40,400 3,040,400

3 Current Assets, Loans & Advances

a. Current Assets G 59,485,176 58,878,785

b. Loans & Advances H 88,887,261 90,765,958

148,372,436 149,644,743

Less: Current Liabilities & Provisions

a. Current Liabilities I 183,698,902 180,570,270

b. Provisions J 33,073,446 35,284,816

216,772,348 215,855,086

Net Current Assets (68,399,912) (66,210,343)

4 Profit & Loss Account 198,753,760 195,050,585

Total 136,331,135 138,420,931

Notes on Accounts O

As per our attached report of even date

For J.H GHUMARA & CO

Chartered Accountants

FIRM REG NO:-103185W


PROPRIETOR Dilip Kulkarni

M. No.14320

Place:Mumbai Devika D. Kulkarni

Dated:August 10, 2011 Executive Director


2010-2011

21

SKYPAK SERVICE SPECIALISTS LTD.

PROFIT AND LOSS ACCOUNT FOR THE

YEAR ENDED 31ST MARCH 2011

SCHEDULE For the year For the year

Ended 31st Ended 31st

March 2011 March 2010

Rs. Rs.

INCOME

Sales 51,212,382 71,724,757

Other Income K 2,582,307 6,210,282

Total 53,794,690 77,935,039

EXPENDITURE

Employees' remuneration & benefits L 26,110,559 45,087,921

Operating Expenses M 9,808,440 14,231,661

Other Expenses N 20,947,638 26,971,768

Depreciation E 631,227 972,951

Total 57,497,864 87,264,301

Profit/(Loss) before tax (3,703,174)

(9,329,262)

Provision for tax

Fringe Benefit Tax -

Provision for Income tax - -

Deferred Tax Liabilities/(Assets) - -

Profit/(Loss) after tax (3,703,174)

(9,329,262)

Add: Prior period item - -

Profit / (Loss) for the year (3,703,174)

(9,329,262)

Balance of Profit/(Loss) of earlier year

(195,050,586)

(185,721,325)

Balance transferred to Balance Sheet (198,753,760)

(195,050,586)

Basic and diluted earning per share (1.20) (3.02)

Notes on Accounts O

As per our attached report of even date

For J.H GHUMARA & CO


FIRM REG NO:-103185W

JAGDISHCHANDRA H GHUMARA Dilip

Kulkarni

PROPRIETOR

M. No.14320

Place:-Mumbai Devika D.

Kulkarni

Dated : August 10, 2011 Executive

Director


2010-2011

22

SKYPAK SERVICE SPECIALISTS LTD. SCHEDULES FORMING PART OF BALANCE SHEET As at 3 1st As at 31st

March

2011 March 2010 Rs. Rs. SCHEDULE 'A' SHARE CAPITAL AUTHORISED 5,000,000 Equity Shares of Rs.10/- each 50,000,000 50,000,000

ISSUED, SUBSCRIBED & PAID UP 3,091,220 Equity Shares of Rs.10/- each 30,912,200 30,912,200 Less: Calls in arrears 37,500 37,500 Of the above 1,310,200 Equity Shares of Rs.10/- each were alloted as fully paid Bonus Shares by Capitalisation of General Reserve Total 30,874,700 30,874,700 SCHEDULE 'B' RESERVES AND SURPLUS CAPITAL RESERVE As per previous Balance Sheet 8,089,185 8,089,185 8,089,185 8,089,185 SHARE PREMIUM ACCOUNT As per previous Balance Sheet 44,454,736 44,454,736 Less: Calls in arrears 112,500 112,500 44,342,236 44,342,236 GENERAL RESERVE As per previous Balance Sheet 37,907,394 37,907,394 37,907,394 37,907,394 Total 90,338,814 90,338,815 SCHEDULE 'C' SECURED LOANS LOANS AND ADVANCES FROM BANKS

Cash Credit Limit from Saraswat Co-op. Bank Ltd - -

Secured against hypothecation of Debtors

Total - -

SCHEDULE 'D' UNSECURED LOANS Inter corporate Deposits 1,300,000 1,300,000 Others 4,599,822 5,509,822 Loan from Directors 6,925,987 8,105,783 Total 12,825,809 14,915,605 SCHEDULE 'F' INVESTMENTS Mutual Funds 0 3,000,000 SHARES Unquoted (at cost)

a. 616 Shares of Rs.25/- each of Vasant

Sahakari Bank Ltd 15,400 15,400 b. 2500 Shares of Saraswat Co-op 25,000 25,000


2010-2011

23

Bank Ltd.

40,400 40,400 Total 40,400 3,040,400 SCHEDULE 'G' CURRENT ASSETS CASH & BANK BALANCES CASH BALANCES Cash in Hand and at branches 2,909,806 1,859,379 Remittance in transit (1,000) (2,000) BANK BALANCES

In Fixed Deposit Account - -

In Current Account 699,894 540,485 In Margin Account 1,123,259 1,163,259 SUNDRY DEBTORS Debts outstanding for more than six months: Considered good 56,415,606 56,980,051 Considered doubtful - Other debts : Considered good Considered doubtful 56,415,606 56,980,051 Less: Provision for

doubtful debts 1,662,389 1,662,389.00

54,753,217 55,317,662 Total 59,485,176 58,878,785 SCHEDULE 'H' LOANS & ADVANCES (Unsecured, considered good) Advances recoverable in cash or in or in kind for value to be received 2,212,857 5,693,127 Deposits 35,091,837 33,712,022 Less: Provision for doubtful Advance/Deposits 4,474,308 4,474,308 32,830,385 34,930,841 Advance Income Tax 56,056,876 55,835,117 Total 88,887,261 90,765,958 SCHEDULE 'I' CURRENT LIABILITIES Sundry Creditors 65,477,422 57,116,479 Outstanding Expenses 23,136,893 26,701,220 Security / Franchisee Deposit 7,250,970 7,316,432 Other liabilities 87,433,617 89,036,139 Advance from customers 400,000 400,000 Total 183,698,902 180,170,270 SCHEDULE 'J' PROVISIONS Provision for Taxation 28,184,000 28,184,000 Provision for Fringe Benefit Tax 792,998 792,998 Provision for Gratuity 4,096,448 6,307,818 Total 33,073,446 35,284,816


2010-2011

24

SKYPAK SERVICE SPECIALISTS LTD. SCHEDULES FORMING PART OF PROFIT & LOSS A/C. For year ended For year ended 31st March 2011 31st March 2010 Rs. Rs. SCHEDULE 'K' OTHER INCOME Dividend 65,000 2,224 Creditors/Provisions written back 2,211,465 5,176,010 Profit on sale of asset - 659,685 Profit on sale of Investment - 27,619 Miscellaneous Income 305,842 344,745

Total 2,582,307 6,210,283

SCHEDULE 'L' EMPLOYEES' REMUNERATION & BENEFITS Salaries, Wages, Bonus & other benefits 23,877,945 41,216,535 Remuneration to directors 120,000 120,000 Contribution to P.F. and other Funds 1,827,876 3,439,365 Staff Welfare Expenses 284,739 312,021

Total 26,110,559 45,087,921

SCHEDULE 'M' OPERATING EXPENSES Domestic Operating Expenses 8,082,578 12,134,798 International Operating Expenses 1,230,746 1,202,947 Packing & Printing 495,115 893,916

Total 9,808,440 14,231,661

SCHEDULE 'N' OTHER EXPENSES

Rent, Rates & Taxes 6,544,848 7,943,458

Telephones & Fax 1,398,530 2,262,914

Travelling Expenses:

Local - Directors 1,054,775 42,589

Others 1,435,852 682,225

Foreign - Directors 159,022 -

Conveyance 427,867 578,704

Interest to Bank - 483,564

Interest to others 729,577 786,250

Audit Fees 150,000 200,000

Repairs & Maintenance: a) Premises 139,854 264,712

b) Others 262,228 737,578

Bank Charges 286,558 649,223

Service Charges 47,947 145,340

Advance written off - -

Fixed Assets Written Off - -

Bad Debts written off - 18,848

Provision for doubtful advances - -

Provision for doubtful Debts - -

Printing & Stationery 811,764 1,129,569

Electricity Charges 1,420,089 1,595,925

Legal & Professional Fees 1,372,712 610,323

Loss on sale of Investments - -

Miscellaneous Expenses 4,706,015 8,840,545


2010-2011

25

Total 20,947,638 26,971,768

SCHEDULE FORMING PART OF BALANCE SHEET

SCHEDULE 'E'

FIXED ASSETS GROSS BLOCK DEPRECIATION NET BLOCK

Balance Addition Sale/Adj. Balance Upto For the On Sale/ Upto Balance Balance

as on during during as on 31-03-2010 year Adjustment 31-03-2011 as on as on

31-03-2010 the year the year 31-03-2011 31-03-2011 31-03-2010

1 Furniture & Fixtures

2,525,497 -

2,525,497 270,474

27,640

298,114

2,227,383

2,255,023

2 Office Equipments

891,815

-

891,815 205,052

40,787

245,839

645,976

686,763

3 Air Conditioners 1,216,145

-

-

1,216,145 176,681

57,767

234,448

981,697

1,039,464

4 Electrical Installation

44,476 -

44,476

9,682

-

9,682

34,794

34,794

5 Telephone Equipment

56,338

-

56,338

19,752

2,162

21,914

34,424

36,586

6 Computers 8,126,291

27,825

8,154,116 6,608,974 495,588

7,104,562

1,049,554

1,517,317

7 Buildings 1,389,377

1,389,377 419,035

7,283

426,318

963,059

970,342

Total 14,249,939

27,825

-

14,277,764 7,709,650 631,227

-

8,340,877

5,936,887

6,540,289

Previous Year 14,359,948

87,722

197,731

14,249,939 6,794,115 972,951

57,416

7,709,650

6,540,289

7,565,833


2010-2011

26

SKYPAK SERVICE SPECIALISTS LTD. SCHEDULE ‘O’ Significant Accounting Policies and Notes Forming P art Of Accounts

PART A - SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies adopted in the presentation of accounts are as under: 1.1. Basis of Accounting:

These financial statements are prepared under the historical cost convention on an accrual basis except where otherwise stated, in accordance with normally accepted accounting principles, provisions of the Companies Act, 1956 and applicable accounting standards issued by the Institute of Chartered Accountants of India.

1.2. Fixed Assets:

Fixed assets are stated at cost less accumulated depreciation. Cost comprises of duties, taxes, incidental expenses, commissioning / erection expenses etc., incurred up to the date the asset is put to use.

1.3. Depreciation:

Depreciation is provided on straight-line basis at the rates and in the manner specified in Schedule XIV of the Companies Act, 1956. All fixed assets individually costing less than Rs. 5,000/- are fully depreciated in the year of installation.

1.4 Impairment of Assets:

An asset is treated as impaired when the carrying amount exceeds its recoverable value. An impairment loss is charged to the Profit & Loss account in the year in which an asset is identified as impaired. The impairment loss recognized in the prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

1.5 Revenue Recognition:

Revenue is recognized on pick up of consignment for delivery. 1.6. Investments:

Long Term Investments are stated at cost less amount written off, where there is a permanent diminution in its value.Current Investments are stated at lower of cost and fair value. Gain or loss arising from sale or disposal of such investment is accounted at the time of actual sale or disposal.

1.7. Foreign Currency Transactions:

Foreign currency transactions are recorded at the rates of exchange prevailing on the dates of transactions and assets and liabilities, if any denominated in foreign currency, are restated at the year-end exchange rates. Exchange differences, if any arising on foreign currency transactions or restatement of assets and liabilities are recognized as income or expense in the Profit & Loss Account.

1.8. Employee Retirement Benefits:

Defined Contribution Plan: The Company’s Provident Fund Scheme and Employee State Insurance Scheme are defined contribution plans. The contributions paid / payable during the year are recognized in the Profit and Loss Account during the period in which the employee renders the related service.


2010-2011

27

Defined Benefit Plans: The Company’s gratuity scheme is a defined benefit plan. The Company’s net obligation in respect of the gratuity benefit is calculated by estimating the amount of future benefit that the employees have earned in return for their service in the current and prior periods, that benefit is discounted to determine its present value. The present value of the obligation under such benefit plans is determined on the basis of actuarial valuation using the Projected Unit Credit Method which recognizes each period of service that give rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at present values of estimated future cash flows. The discounted rates used for determining the present value are based on the market yields on Government Securities as at the balance sheet date. Short Term Employee Benefits – Compensated Absences : The Company does not have any policy for payment of leave encashment. Accounting policy for recognizing actuarial gains / losses: Actuarial gains and losses are recognized immediately in the profit and loss account. As per actual valuation report for the current financial year, company has reversed excess provision of gratuity of Rs. 22,11,370/- and same has been credited to income Account.

1.9. Taxes on Income: Deferred tax, on timing differences, being the difference between taxable incomes and accounting income that originate in one period not being provided in view of the substantial amount of carried forward loss and uncertainty of future profit for reversal. PART B – NOTES FORMING PART OF ACCOUNTS 2. Contingent Liabilities 2.1. Claims against the Company not acknowledged as debts

a. Demands under ESIC aggregating to Rs.32,72,430/- (Previous year Rs.32,72,430/-). The Company has obtained a stay order against this demand.

b. Liabilities arising out of legal suits filed by clients against the Company before the Consumer

Protection Forum and Civil Courts Rs.12,36,200 (Previous year 12,36,200). The Company contends that the same are restricted to the maximum liability clause contained in the contracts entered into with clients.

c. In September 2006, the Service Tax Department has issued a Show Cause cum Demand Notice for

additional service tax amounting to Rs.2.82 crores on alleged untaxed services for the year 2001–2002 to 2004–2005 aggregating to Rs.41.36 crores.

d. Liabilities arising out of claims lodged by employees Rs.9,86,400/- (Previous year Rs.6,85,300/-) g. Guarantees / counter guarantees issued by the Company's bankers Rs. 5,00,000/- (Previous year

Rs.5,00,000/-).

h. Unquantifiable interest and penalties leviable if any, on account of delayed/non-payment of various statutory dues.

3. Sundry debtors include amounts aggregating Rs.NIL (Previous Year Rs. 3,77,482/-) being debts due

from companies in which one or more directors are directors / members.

4. Advances recoverable in cash or in kind or for value to be received shown under Loans and Advances – Schedule `H' includes advances to companies in which directors are directors / members Rs. 31,28,447/- (Previous year Rs. 42,91,211/-)


2010-2011

28

5. Deposits shown under Loans and Advances schedule ‘H’ includes rent deposits aggregating Rs.

2,18,25,000/- (previous year Rs. 2,18,25,000/-) to the following:

a. To Directors Rs. 48,75,000/- (Previous year Rs. 48,75,000/-) b. To trust in which directors are trustees Rs.72,00,000/- (Previous year Rs. 72,00,000/-); c. Companies in which directors are directors / members Rs. 97,50,000/- (Previous year Rs.

97,50,000/-) d. Maximum amount due at any time during the year from directors: Rs.48,75,000/- ( Previous year

Rs.48,75,000/-)

6. Disclosure in respect of Related Parties pursuant to Accounting Standard 18; Parties where control exists: Dilip Holdings Private Limited

List of Relatives of Director: Ms. Mallika Timblo Daughter

Ms. Sangeeta D. Kulkarni Daughter

Group Companies: Deekay Consultants Dilip Holdings Pvt. Ltd. Dilip Kulkarni (H.U.F) Kulkarni Family Trust Skypak Financial Securities Pvt. Ltd.

Key Management Personnel:

Mr. Dilip M. Kulkarni Chairman Ms. Devika D. Kulkarni Executive Director Mr. Hemant Arya Director

Transaction with related parties

Particulars Associates

(Rs.)

Key Management Personnel and their

Relatives (Rs.)

Sale of Service 42,67,813 NIL Rent 90,000 120,000 Directors Sitting Fees NIL NIL Remuneration NIL 1,20,000 Outstanding Balances as at 31 March ‘11 Debtors NIL NIL Deposits, Loans & Advances 1,69,50,000 48,75,000 Loan from Directors NIL 69,25,986

7. Amounts exceeding Rs. 1 lac are due for over 30 days as at the date of Balance Sheet to the following

Small Scale Industrial undertakings:

1. Atlanta Forms Pvt. Ltd. Credit balance of Rs. 1,40,490 2. Bellmount Prints Pvt. Ltd. Credit balance of Rs. 1,05,750

8. Information required to be given to the extent applicable, in pursuance of the provisions contained in

paragraph, 4-B and 4-D of Part II of Schedule VI to the Companies Act, 1956 as certified by the management is given below:


2010-2011

29

Particulars 31st March 2011 Rs.

31st March 2010 Rs.

A Stock-in-trade N.A. N.A.

B Value of imports calculated on CIF basis NIL NIL

C Expenditure in foreign currency on account of: Foreign Traveling 159022

l NIL

Delivery & Line haul Charges Nil 67,176

D Earnings in foreign currency:

i) Delivery & Line haul Charges 36,11,000 76,49,144 ii) Delivery Charges Nil Nil iii) Duty Reimbursement Nil Nil

E Amount remitted in foreign currency on account of

dividend Nil Nil

F Industrial License held N.A. N.A.

9. Defined Contribution Plan - Gratuity

Details Post Employment Benefits

Nature of benefit Gratuity Assets & liabilities recognized in balance sheet Present value of unfunded defined benefit obligations Rs.40,96,448.00 Present value of funded or partly funded defined benefit obligations

Nil

Fair value of plan assets Nil Past service cost not recognized in balance sheet Nil Any amount not recognized as asset Nil Fair value of any reimbursement rights recognized as asset Nil Other amounts, if any, recognized in balance sheet Nil Amounts included in fair value of plan assets: Own financial instruments Nil Property or other assets used Nil Insurer managed funds Nil Movement in net liability: Opening net liability Rs.63,07,818.00 Expenses Rs..00 Benefits paid NIL Closing net liability Rs.40,96,448.00 Expenses recognized in profit & loss account Current service cost Rs. 4,92,152.00 Interest cost Rs. 5,15,349.00 Expected return on plan assets Nil Expected return on reimbursement rights N.A. Actuarial gains / (losses) Rs.32,18,871.00) Past service cost Nil Effect of curtailment / settlement Nil Effect of limit in para 59(b) N.A. Actual return of plan assets and on reimbursement rights recognized as asset

Nil

Actuarial Assumptions Discount rates 8.17%


2010-2011

30

Details Post Employment Benefits

Expected rate of returns on plan assets 0.00% Expected rate of returns on reimbursement rights Nil Expected rate of salary increase 5.00% Medical cost trends N.A. Mortality LIC (1994-96) Mortality Table Disability Included in Attrition estimates Attrition: 21-44 years 45-54 years

2% 1%

Retirement age 58 years

10. The Company has not received any intimation from “Suppliers” regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence the disclosures if any, relating to amounts unpaid as at the year end together with interest paid / payable as required under the said Act have not been given.

11. Previous year’s figures have been regrouped / reclassified wherever necessary so as to make them comparable with the figures of the current year

Balance Sheet abstract and Company’s general busine ss profile: A Registration details

Registration No. 2 6 8 1 1 State Code 1 1 Balance Sheet date 3 1 - 3 - 1 1

B Capital raised during the year Public Issue N I L Right Issue N I L Bonus Issue N I L Private Placement N I L

C Position of mobilization & deployment of funds Total Liabilities Total Assets Paid up Capital 3 0 8 7 4 7 0 0 Reserves & Surplus 9 0 3 3 8 8 1 4

Secured Loan N I L Unsecured Loan 1 2 8 2 5 8 0 9 Application of Fund Net Fixed Assets 5 9 3 6 8 8 7

Investments 4 0 4 0 0 Net Current Assets - Miscellaneous Expenditure N I L

D Performance of Company Turnover (Sale & other Income) 5 3 7 9 4 6 9 0 Total Expenditure 5 7 4 9 7 8 6 4 Profit before tax ( 3 7 0 3 1 7 4) Profit After tax ( 3 7 0 3 1 7 4) Earnings per share (1 . 2 0) Dividend rate -

E Generic names of three products / services of Company (as per monitory terms) Item Code - Product Description C O U R I E R S E R V I C E


2010-2011

31

Signatures to the Schedules ‘A’ to ‘O’ As per our attached report of even date For J.H GHUMARA & CO Chartered Accountants FIRM REG NO:-103185W JAGDISHCHANDRA H GHUMARA Dilip M. Kulkarni PROPRIETOR Chairman

M. No.14320

Place:-Mumbai Devika D.Kulkarni Dated : August 10, 2011 Executive Director


2010-2011

32

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2011

(Pursuant to amendment to Clause 32 of the listing agreement)

Amt in Rs.

2010-11 2009-10

A Net Profit/(Loss) before tax

(3,703,174)

(9,329,261)

Add Depreciation

631,227 972,951

Interest

729,577 1,269,814

Profit on Sale of Fixed Assests

- (659,685)

Fixed Assets Written Off

- -

Bad Debts Written Off

- -

Credit Balance Written Back

(2,211,465) (5,176,010)

(Proft )/Loss on sale of Investment

(65,000) (27,619)

Provision for Grautuity

- -

Provision for Doubtful Debts/Advance

-

(915,661) -

(3,620,549)

Operating profit before working capital

changes

(4,618,835)

(12,949,810)

Add

(Increase)/Decrease in Trade & Other

Receivables

564,445 5,314,830

(Increase)/Decrease in Loans and Advances

1,878,697 (1,524,222)

Increase/(Decrease) in Trade & Other

Payables

3,128,727 6,508,099

5,571,869

10,298,707

Cash generated from operations

953,034

(2,651,103)

Income Tax paid

-

-

Cash flow from operating activities

953,034

(2,651,103)

B Cash flow arising from Investments Activities

Acquisition of Fixed Assets

(27,825) 253,616

Sale of Fixed Assests

- 800,000

(Purchase)/Sale of Investments

3,000,000 (2,224)

Dividend Received

65,000 2,224

Cash Outflow from Investments Activity

3,037,175

1,053,616

C Cash Flow arising from financing Activities

Repayment of Secured Loans

- (2,511,112)

(Repayment)/Receipt of Unsecured Loans

(2,089,796) 5,743,717

Interest

(729,577) (1,269,814)

Cash Out Flow from Financing Activities

(2,819,373)

1,962,791

Net Increase/Decrease in Cash & Cash

Equivalents (A+B+C)

1,170,836

365,304

Add Opening Balance of Cash & Cash Equivalents

3,561,123

3,195,819

Closing Balance of Cash & Cash Equivalents

4,731,959

3,561,123

Mumbai Dilip M. Kulkarni

Dated: 2ND August 2011 Chairman

To

The Board of Directors

Skypak Service Specialists Ltd.,

Mumbai - 400 069


2010-2011

33

We have examined the attached Cash Flow Statement of Skypak Service Specialists Ltd. for the year ended 31st March, 2011. The

Statement has been prepared by the Company in accordance with the requirements of Clause 32 of the listing and is based on and in

agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company.

J.H.Ghumara & Co.


Mumbai

Jagdishchandra H.Ghumara

Dated

: 2nd August 2011 Partner


2010-2011

34

Skypak Services Specialists Limited

Regd Office: 3, Sona Udyog, Parsi Panchayat Road, Andheri (East) Mumbai 400 069 ATTENDANCE SLIP Please complete this attendance slip and hand over at the entrance of the meeting hall. Member/Proxy________________________________________________________ I hereby record my presence at the 29th Annual General Meeting of the Company held on 30th September 2011 at 11 a.m. at Kumaria Presidency Hotel, Marol Naka, Andheri Kurla Road, Mumbai – 400059 Regd Folio No.______________ No. of shares held____________

FORM OF PROXY

SKYPAK SERVICES SPECIALISTS LIMITED Regd Office: 3, Sona Udyog, Parsi Panchayat Road, Andheri (East) Mumbai 400 069 I/We__________________________________________________________of___________________________________________ in the district of ________________________ being a member(s) of the above-named Company hereby appoint___________________________________of_____________________________ in the districtof______________________________or_______________________________________________failing him____________________________________of__________________ in the district of _________________ as my/our proxy to vote for me/us on my/our behalf at the 29th Annual General Meeting of the Company to be held on 30th September 2011 and at any adjournment thereof.

Signed this_______ day of ________2011

Signature of the Member _____________________

One Rupees Revenue Stamp

BOARD OF DIRECTORS - Bombay Stock Exchange€¦ · board of directors mr. dilip kulkarni chairman...

Documents

Transcript of BOARD OF DIRECTORS - Bombay Stock Exchange€¦ · board of directors mr. dilip kulkarni chairman...