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Your Directors are pleased to present the 35th Annual Report of SKIL Infrastructure Limited (hereinafter referred to as the Company or SKIL) together with the Audited Financial Statements for the year ended March 31, 2018.
Financial Highlights (Standalone)
The financial performance of the Company for the financial year ended March 31, 2018 is summarized below:
(Rupees in Lacs)
|Particulars||Year ended March 31, 2018||Year ended March 31, 2017|
|Profit/(Loss) before Depreciation & Taxation||(27,104.42)||(16,429.65)|
|Profit/(Loss) before taxation||(42,576.07)||(16,150.96)|
|Less: Provision for Tax / Deferred Tax||0.43||(153.79)|
|Profit/(Loss) after tax||(42,575.64)||(16,304.75)|
|Other Comprehensive Income/ (Loss)|
|Fair valuation of non-current investment||(7,582.55)||(212.23)|
|Actual Gain/(Loss) on defined benefit plans.||1.09||(2.80)|
|Total Comprehensive Income of the Year||(7,581.46)||(215.03)|
|Add: Balance brought forward from the previous year||(73,870.94)||(57,351.17)|
|Balance Profit / (Loss) carried forward to the next year||(1,24,028.9)||(73,870.94)|
State of Companys Affairs
The Company continues to operate through its subsidiaries/affiliates/associates/joint ventures/special purpose vehicles with regards to conceptualization and execution of various envisaged projects. The Company has diversified, albeit in infrastructure sector, footfalls in form of interests and investments in development of proposed Smart City, Urban Infrastructure, SEZ, Port, Logistics Park, Industrial Park, Industrial Township, Recreational Infrastructure etc. The Company is in the process of developing a state-of-the-art Container Freight Station (CFS) near Jawaharlal Nehru Port, Navi Mumbai.
The Companys total revenue stands as Rs. 207.54 lacs during the FY 2017-18 compared to Rs. 1,493.35 lacs for the previous financial year. The loss before exceptional items and tax is Rs. 27,140.45 lacs for the FY 2017-18 as against loss of Rs. 16,484.06 lacs for the previous financial year. The Loss is mainly on account of Finance Cost and sale of investment.
The Company shall carry forward its philosophy of developing critical infrastructure in the field of Smart City, Urban Infrastructure, SEZ, Port, Logistics Park, Industrial Park, Industrial Township, Recreational Infrastructure etc. through its subsidiaries/affiliates/ associates/joint ventures/special purpose vehicles. The Company shall continue to focus on creating value for its shareholders/ stakeholders.
In view of losses incurred by the Company, your Directors do not recommend dividend for the financial year ended March 31, 2018.
Indian Accounting Standards notification The Ministry of Corporate (MCA) vide its in the Official Gazette dated February 16, 2015, notified the Indian Accounting
Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. For the Company, Ind AS is applicable from April 01, 2017. Accordingly these accounts have been prepared as per Ind AS. The areas having the resultant impact on account of transition to Ind AS have been reported in notes to the financial statements for the year ended 31st March, 2018 which have been restated in accordance with Ind AS for comparative information.
Details of Subsidiaries, Associates & Joint Ventures
As on March 31, 2018, the Company has eight Subsidiary Companies including one foreign Subsidiary which are Gujarat-Dwarka Portwest Limited, Pipavav Electronic Warfare Systems Private Limited, Chiplun FTWZ Private Limited, SKIL-Himachal Infrastructure and Tourism Limited, SKIL Shipyard Holdings Private Limited, Metrotech Technology Park Pvt. Ltd., SKIL Advanced Systems Private Limited (SASPL) and SKIL (Singapore) Pte. Ltd. There are three Associate Companies as on March 31, 2018, Rosoboronservice (India) Limited, Navi Mumbai Smart City Infrastructure Limited and Urban Infrastructure Holdings Private Limited. Sohar Free Zone LLC is the Joint Venture of the Company.
Out of the aforesaid Subsidiary Companies, Pipavav Electronic Warfare Systems Private Limited have submitted an application to the Registrar of Companies on April 13, 2018 for striking-off the name under Fast Track Exit (FTE) Mode pursuant to Section 248 of Companies Act, 2013. Further, during the year under review, Navi Mumbai Smart City Infrastructure Limited (NMSCIL) ceased to be the Subsidiary of the Company. Thus, Orange Smart City Infrastructure Private Limited (OSCIPL) which is the Subsidiary of NMSCIL, ceased to be the step down subsidiary of the Company.
The Company, as informed earlier, had utilized the sale proceeds of sale of equity shares of Reliance Naval and Engineering Limited (RNEL), (Erstwhile Reliance Defence and Engineering Limited / Pipavav Defence and Offshore Engineering Company Limited) to Reliance (ADAG) Group, towards reduction of debt of the Company. The Company had entered into Purchase Agreement (PA) with Reliance Defence Systems Private Limited (RDSPL) and Reliance Infrastructure Limited (R-Infra) (Reliance Anil Dhirubhai Ambani Group Companies) in March, 2015 under which there was an obligation on part of Reliance to ensure the release of all securities i.e Corporate Guarantee, Undertakings, Pledge of shares, etc. provided by the Company and its Promoters to lenders of RNEL for securing the debt of RNEL. Reliance, however, failed to comply with their obligation to get the said securities released / discharged by RNEL Lenders. Accordingly, on March 03, 2018, the Company issued legal notice to Reliance for breach of the PA and claimed losses. Reliance also issued an Arbitration notice to the Company asserting the claims for breach of warranties under the said PA which has been contested by the Company as false and baseless. On account of default by RNEL towards its obligation to pay to RNEL Lenders, the Security Trustee on behalf of lenders of RNEL, invoked the Corporate Guarantee of the Company and the shares pledged by the Company and SKIL Shipyard Holdings Private Limited (SSHPL), despite the Company and SSHPL, not being the promoters of RNEL. The Company has already filed a suit in Ahmedabad Court challenging the unjustified, wrong and illegal invocation of securities by RNEL Lenders. The matter is now sub-judice.
As required under SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, Companies Act, 2013 (the Act) and the applicable Accounting Standards, the Consolidated Financial Statements of the Company and its Subsidiary Companies, Joint Venture, Associate Company forms part of this Annual Report. The Un-Audited Financial Statements of SKIL (Singapore) Pte. Ltd., subsidiary of the Company, has been considered for the purpose of consolidation. However, the financial statements of Associate
Companies were not available for consolidation.
The performance and financial position of each of the Subsidiaries, Joint Venture Company and Associate Company is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to Financial Statements in prescribed Form AOC I and hence not repeated here for the sake of brevity.
The Company has formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company at www.skilgroup.co.in and can be accessed at http://www.skilgroup.co.in/investor_pdf/Policy%20on%20Material%20Subsidiaries.pdf.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Rules thereto and according to the Companies notification (Amendment) Act, 2017 vide dated July 31, 2018 an Extract of the Annual Return of the Company as on March 31, 2018, in the prescribed Form MGT-9 is provided on the website of the Company at the link: http:www.skilgroup.co.in/annual-reports.
Details of Directors
Appointment of directors on the Board of the Company is based on the recommendations of Nomination and Remuneration Committee
(NRC). NRC identifies and recommends to the Board, persons of appointment on the Board, after considering the necessary and desirable competencies. NRC takes into account positive attributes like skills, regional and industry experience, background with due regard for the benefits in diversifying the Board.
During the year under review, Mr. Shankar Aggarwal, on the recommendation of NRC and on the approval of Board, has been appointed as an Additional Director w.e.f December 26, 2017 and thereafter, he has been appointed as the Whole Time Director of the Company w.e.f February 08, 2018, subject to the approval of the Members at the ensuing Annual General Meeting for a term of three years, liable to retire by rotation. Mr. U. B Singh resigned from the directorship of the Company as Managing Director & Chief
Executive Officer w.e.f May 15, 2018. The Board places on record its appreciation for the valuable contributions made by him during his tenure.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Nikhil Gandhi (DIN: 00030560) shall retire at the ensuing
AGM and being eligible for re-appointment, offers himself for re-appointment. His profile has been given in the Exhibit to Notice of the ensuing AGM of the Company.
In case of Independent Directors (ID) they should fulfill the criteria of independence as per the Act and Regulation 25 of the SEBI
(LODR) Regulations, 2015 in addition to the general criteria stated above. It is ensured that a person to be appointed as a Director has not suffered any disqualification under the Act or any other law to hold such office.
During the year under review, Mr. Rakesh Mohan on the recommendation of NRC and further approval of Board, has been appointed as an Additional Independent Director on November 14, 2017 subject to approval of the members, at the ensuing AGM for a fixed term of five years w.e.f September 28, 2018 till September 27, 2023.
As per SEBI (LODR) Amendment Regulations, 2018, no listed entity shall appoint a person or continue the directorship of any person as Non-Executive Director who has attained the age of seventy five years unless a Special Resolution is passed to that effect.
Mr. J. Alexander and Mr. V. Ramanan, who have already attained 75 years, were appointed as Independent Directors of the Company. The Board has recommended to the members to pass the Resolution as Special Resolution for their existing term.
The brief profile of Directors proposed to be re-appointed/appointed as aforesaid is provided in the exhibit of Notice of Annual General
Key Managerial Personnel
In terms of provisions of Section 203 of the Companies Act, 2013, Mr. Shankar Aggarwal, Whole Time Director, Mr. Shekhar Gandhi,
Chief Financial Officer and Mr. Nilesh Mehta, Company Sceretary are the Key Managerial Personnel of your Company
Details of Remuneration
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as
None of the Directors of the Company are in receipt of any commission from the Company or from any Subsidiary of the Company.
The details of remuneration of the Directors including Key Managerial Personnel for the financial year ended March 31, 2018 are mentioned in the Extract of the Annual Return i.e MGT-9, which is provided on the website of the Company at the link http://www. skilgroup.co.in/annual-reports.
In view of the provisions of the Act and Listing Regulations regarding the performance evaluation of the Directors, Board and its Committees, the Company had devised transparent criteria for performance evaluation after approval by the Nomination & Remuneration Committee/Board of Directors on the basis of which the annual performance evaluation of the Directors, Board and its Committees has been carried out.
The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Act. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, participation in discussions, etc. Performance evaluation of individual Directors was on parameters such as attendance, contribution, constructive and active participation etc.
Mr. J. Alexander, Ms. Gayathri Ramachandran, Mr. Rakesh Mohan and Mr. V. Ramanan, the Independent Directors met without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. The performance of all directors was also evaluated by the Nomination and Remuneration Committee.
The Board of Directors considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the concerned Director being evaluated and based on the evaluation process; the Board had determined to continue the term of all the Independent Directors.
Directors Responsibility Statement
In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors confirm 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 had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for that period; (c) The Directors had 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 asset of the Company and for preventing and detecting fraud and other irregularities; (d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; (f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
No Frauds reported by statutory auditors
There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-section
(12) of Section 143 of the Companies Act, 2013.
Declaration by the Independent Directors
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Independent Directors Meetings
The Independent Directors met without the attendance of Non- Independent Directors and the members of the Management. The Independent Directors reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Number of Board Meetings
During the Financial Year 2017-18, six meetings of the Board of Directors of the company were held on May 09, 2017, May 30, 2017, June 24, 2017, August 30, 2017, November 14, 2017 and February 08, 2018. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.
Additionally, committee meetings were held during the financial year including Audit Committee, which met four times during the year. Details of the same form part of the Corporate Governance Report annexed to this report. Further, the disclosure regarding the number of meetings of Board and Committees held during the year, indicating number of meetings attended by each director form part of the Corporate Governance Report.
Presently, the Audit Committee comprises of Mr. V. Ramanan (Chairman), Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. Shankar Aggarwal as Members. All the recommendations made by the Audit Committee were accepted by the Board.
The details with respect to the meetings, terms of reference, etc. of the Audit Committee are given in details in the Report on Corporate Governance of the Company.
Nomination & Remuneration Policy
The Nomination and Remuneration Committee comprises of Mr. J. Alexander (Chairman), Mr. Nikhil Gandhi, Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members. The terms of reference of the Committee are given in the Report on Corporate Governance of the Company.
The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as Annexure II.
Corporate Social Responsibility (CSR) Policy
In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee comprising of Mr. Nikhil Gandhi (Chairman), Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members.
The Corporate Social Responsibility Policy (CSR Policy) recommended by the CSR Committee of the Directors has been approved by the Board of Directors of the Company. The CSR Policy may be accessed on the Companys website at the link: http://www. skilgroup.co.in/investor_pdf/CSR%20Policy.pdf The statutory disclosure with respect to the CSR Committee and an Annual Report on CSR Activities is annexed to this Report as
The Directors of the Company are updated, as and when required, of their role, rights, responsibilities under applicable provisions of the Act and Listing Regulations, nature of industry in which the Company operates, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Companys Management. The Directors are also informed of the various developments in the Company through various modes of communications.
The details of familiarization programmes for Independent Directors of the Company are posted on the website of the Company at the link: http://www.skilgroup.co.in/investor_pdf/Familiarisation%20Programme%20for%20IDs.pdf
Vigil Mechanism/Whistle Blower Policy
The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.
The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at the link: http://www.skilgroup. co.in/investor_pdf/Whistle%20Blower%20Policy.pdf
Risk Management Policy
Pursuant to the requirement of Section 134 of the Act and Listing Regulations, the Company has already in place a Risk Management Policy. The Company has a robust Risk Management framework to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.
The elements of risk as identified for the Company are set out in the Management Discussion and Analysis (MDA) Report forming part of the Boards Report.
As per the provisions of Section 139(2) of the Companies Act 2013, the existing statutory auditors M/s. Kailash Chand Jain & Co.,
Chartered Accountants were appointed by the members of the Company in the last Annual General Meeting to hold the office of the
Statutory Auditors till the conclusion of 39th Annual General Meeting.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide dated May 07, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for of appointment of Statutory Auditors who were appointed in the Annual General Meeting held on September
29, 2017. Hence, the resolution to continue the appointment of M/s. Kailash Chand Jain & Co., Chartered Accountants (Registration no: 112318W) as the Statutory Auditors of the Company, for the balance term has been placed before the Members for approval. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable.
The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2018, does not contain any qualification. The observation in the Auditors Report by M/s. Kailash Chand Jain & Co., Chartered Accountants have been dealt with in the relevant Notes to Accounts, which are self - explanatory.
M/s. RSVA & Co., Chartered Accountants, Pune, have been appointed as Internal Auditors for conducting internal audit of the Company. The Internal Auditors independently evaluate the internal controls systems, monitor implementation of the accounting systems & procedures and statutory compliances. The Audit Committee periodically reviews the reports of the Internal Auditors.
Pursuant to Section 204 of the Companies Act, 2013, the Board has appointed M/s. Malay Shah & Associates, Practicing Company
Secretary, Mumbai, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018, is as annexed to this report as Annexure IV. As specified in the said report, there has been a delay/non-filing of few forms/returns due to unavailability of requisite information/technical issues. With respect to other observations, the Secretarial Audit Report is self-explanatory and the observations of the Secretarial Auditor have been addressed under specific headings in the later part of this Report.
Particulars of Contracts or Arrangements with Related Parties
In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transactions & Dealing with Related Party Transactions which is also available on Companys website at http://www.skilgroup. co.in/investor_pdf/Policy-Related%20Party%20Transaction.pdf The Policy intends to ensure the proper approval and reporting of transactions between the Company and its Related Parties in the best interest of the Company and its stakeholders and in compliance with the laws and regulations applicable from time to time.
All Related Party Transactions during the year under review, are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is sought for transactions which are of repetitive nature as well as for the normal transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. All related party transactions attracting compliance Section 188 and / or Listing Regulations are also placed before the Board for approval, as per the requirement.
In terms of the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, all Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. The disclosures on related party transactions are made in the Notes to the Financial Statements of the Company. The particulars of related party transactions in prescribed Form No. AOC - 2 are annexed to this Report as Annexure V except those disclosed in the notes to the Financial Statements.
Particulars of Loan, Guarantees and Investments
The Company is engaged in providing infrastructure related facilities and is, therefore, exempted from the regulatory provisions of Section 186 of the Companies Act, 2013. The details of loan, guarantee, security, investment made during the year under review are disclosed in the Notes to the Financial Statements. Also, pursuant to Schedule V of the Listing Regulations, the particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements.
Adequacy of Internal Financial Control with reference to the Financial Statements
The Company has internal control systems, commensurate with the size, scale and complexity of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in the Company.
The Company has in place adequate internal financial controls with reference to Financial Statements. The report of the Statutory Auditors states about the existence of adequate internal financial control systems and its operating effectiveness. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls.
Significant & material orders passed by the regulators or courts or tribunal
There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and companys operations in future except as otherwise disclosed in this report.
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the rules thereto, during the year under review.
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under the Companies (Accounts) Rules, 2014, for the year under review.
Further, the Foreign Exchange Earnings during the year under review and the Foreign Exchange Outgo is Nil.
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure I.
In terms of Section 136 of the Act, the Annual Report and Financial Statements are being sent to the Members of the Company and others entitled thereto excluding the information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars in this regard, if any, will be made available for inspection by the Members at the
Registered Office of the Company between 1100 hours to 1300 hours on all working days, expect Saturday, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Upon such request, the information will be made available.
CEO / CFO Certificate
The Chief Executive Officer and the Chief Financial Officer have issued certificate pursuant to the provisions of Regulation 17(2)read with Part B of Schedule II of the Listing Regulations certifying the Financial Statements for the year ended March 31, 2018. The said certificate forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the said Regulations forms part of this Annual Report.
The Company maintains high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A Report on Corporate Governance along with a certificate for compliance with conditions on Corporate Governance as stipulated in the Listing Regulations issued by M/s. Malay Shah & Associates, Practicing Company Secretary is annexed to this Report as Annexure V.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Management. A confirmation from the Chief Executive Officer regarding compliance with the said Code by all the Directors and Senior Management forms part of this
Annual Report. The Code of Conduct is posted on the website of the Company www.skilgroup.co.in.
Presently, the Companys equity shares are listed on NSE and BSE.
Stamp Duty pursuant to Scheme of Amalgamation and Arrangement
The matter of Stamp Duty of Rs. 25 Crores on account of Scheme of Amalgamation & Arrangement, the Company has filed the writ petition before the Honble High Court, Bombay challenging the order passed by the concerned authority. Meanwhile the Revenue Authority has initiated recovery proceedings against the assets of the Company despite the matter being sub-judice and the same shall be resolved through the judicial process.
Remuneration to Ex Managing Director and Chief Executive officer
Since Ministry of Corporate Affairs (MCA) has not approved the application of remuneration of Mr. Ajay Khera, Ex- MD & CEO, the Company has written off the liability for payment of the dues and he has not held any amount in trust. In the case of Mr. U.B. Singh,
MD & CEO, of the Company during the year under review, the Company has filed application to the MCA for approval of remuneration which is pending with MCA. Accordingly payment made to Mr. U.B. Singh is held in Trust by him on behalf of the Company.
Material Changes and Commitments:
No other material changes and commitments have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at March 31, 2018 except as otherwise included in this report.
In view of the provision of the Act and rules framed thereunder and in support of the Green Initiative of the Ministry of Corporate Affairs, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Members whose e-mail IDs are registered with the Company and / or the Depository Participants unless any Member has requested for a hard copy of the same.
Appreciations and Acknowledgment
The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India and other regulatory authorities for their consistent support and co-operation. Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication. Your Directors are also deeply grateful to the Members for the confidence and faith that they have always placed in the Company.
|For and on behalf of the Board of Directors of the Company|
|Place: Mumbai||Nikhil Gandhi|
|Date: August 14, 2018||Chairman|