Skyline Millars Ltd Directors Report.

To the Members,

Skyline Millars Limited (the "Company")

The Directors take pleasure in presenting the 98th Directors Report of the Company and the Audited Financial Statements for the Financial Year ("F.Y.") ended 31st March, 2018.

1 FINANCIAL

a. Financial Results :

The Companys performance during the F.Y. ended 31st March, 2018 as compared to the previous F.Y.. is summarized below:

PARTICULARS Year Ended 31.03.2018 ({ in lacs) Year Ended 31.03.2017 ({ in lacs)
Revenue from Operations (Net) 303.69 206.32
Other income 7.33 217.18
Total Revenue 311.02 423.50
Profit/(Loss) before finance cost, Depreciation, Exceptional items and Taxation (51.63) 68.63
Less: Finance Cost 9.54 23.60
Less: Depreciation & Amortisation 18.64 21.08
Profit/(Loss) before exceptional items and Taxation (79.81) 23.95
Less: Exceptional Items (142.10)
Profit /(Loss) Before Tax (221.91) 23.95
Less: Tax Expenses - (205.18)
Profit/(Loss) After Tax (221.91) 229.13
Loss for the year from discontinuing operations (119.16) (819.03)
Loss for the year (341.07) (589.90)
Add: Retained Earnings at the beginning of the year. 679.40 1248.14
Amount available for appropriations 338.33 658.24
Transferred to Retained Earnings on A/c of sale of FVOCI Instrument - 21.16
Balance Profit Carried Forward 338.33 679.40

b. Operations :

During the year under review your Companys Sales and Other income was 311.02 Lakhs as against 423.50 Lakhs for the previous year, a decline of 26.56%. Revenue from Construction Equipment Division for the financial year ending 31st March, 2018 was 79.55 Lakhs as against 117.96 Lakhs for F.Y. 2016-17. Revenue from the Real Estate Division was 133.00 Lakhs for the financial year ending 31st March, 2018 as against 88.35 Lakhs for F.Y. 2016-17.

Your Company has incurred a pre-tax loss from continuing operation of 221.91Lakhs during the financial year ending 31stMarch, 2018 as compared to the pre-tax profit of 23.95Lakhs in the previous financial year and incurred a loss from discontinuing operation of 119.16 as compared to 819.03 Lakhs in the previous financial year.

The general slowdown in the infrastructure sector and delay in obtaining various regulatory approvals has adversely impacted the real estate business segments of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.

The Earning Per Share (EPS) of the Company is (0.85) as compared to (1.47) for the previous year. Due to economic slowdown, external factors remained challenging, inflationary pressures impacted the demand resulting in overall decline in the operations of your Company.

The Company continues to be engaged in the activities pertaining to Real Estate and Construction Equipment.

c. Dividend :

Considering the loss incurred in the F.Y. ending 31st March, 2018, your Directors have not recommended any dividend for the F. Y. under review.

d. Transfer To Reserves :

In view of loss incurred during the F.Y. under review, the Board of Directors has not recommended transfer of any amount to reserves.

e. Report on Performance of Subsidiaries, Associates and Joint Venture Companies :

Your Company does not have any subsidiary, associate and joint venture company.

2. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer Note No. 4 & 6 of Notes to the Financial Statements).

3. OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a. Extract of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extract of Annual Return in form MGT-9 is annexed as ANNEXURE 1, which forms part of this Report.

b. Number of Board Meetings:

The Board of Directors met 4 (Four) times during the FY 201 7-18. The maximum interval between any two Board Meetings did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

c. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Section 1 77 of the Companies Act, 2013. The composition of Audit Committee comprises of 5 members including 3 Independent Non-

Executive Directors, 1 Promoter Non-executive Director and 1 Promoter Executive Director:

1. Mr. Vinod N. Joshi, Chairman

2. Mr. Upen M. Doshi, Member

3. Mr. Maulik H. Dave, Member

4. Mr. Tarak A. Patel, Member

5. Mr. Niranjan R. Jagtap, Member

The other details are provided in the Corporate Governance Report.

The Board of Directors of the Company has accepted all the recommendations of the Audit Committee from time to time.

d. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of Stakeholder Relationship Committee comprises of 5 members which includes 3 Independent Non-Executive Directors and 2 Promoter Non-Independent Non-Executive Directors:

1. Mr. Vinod N. Joshi, Chairman

2. Mr. Upen M. Doshi, Member

3. Mr. Jatin V. Daisaria, Member

4. Mr. Tarak A. Patel, Member

5. Mr. Niranjan R. Jagtap, Member

The other details are provided in the Corporate Governance Report.

e. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The composition of Nomination and Remuneration Committee comprises of 4 members which includes 2 Independent Non-Executive Directors and 2 Promoter Non-Independent Non-Executive Directors.

1. Mr. Upen M. Doshi, Chairman

2. Mr. Vinod N. Joshi, Member

3. Mr. Jatin V. Daisaria, Member

4. Mr. Shilpin K. Tater, Member

The other details are provided in the Corporate Governance Report.

The Board of Directors has formulated a Policy which set standards for the nomination, remuneration and evaluation of the Directors and Key Managerial Personnel and aims to achieve a balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

f. Related Party Transactions:

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation"), the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The same has been posted on the Companys website at www.skylinemillarsltd.com.

All the Related Party Transactions were entered into during the financial year were on arms length basis and were in ordinary course of business of the Company. During the year, the Company had entered into the contract or arrangement with related parties by passing Postal Ballot on 16th May, 2017 and by passing resolution in last Annual General Meeting held on 29th September, 2017 which are considered material in accordance with the policy of the Company on materiality of related party transactions. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) of the Companies Act,2013 in FORM AOC-2 is annexed as ANNEXURE 2.

g. Deposits:

The Company has not accepted or renewed any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013.

h. Other Disclosures:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the F.Y. under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (Including sweat equity shares) to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this report.

3. No significant or material orders were passed by any Regulators or Courts or Tribunal which impact the going concern status and the Companys operations in future.

4. There was no change in nature of the business of the Company, during the year under review.

4. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism Policy as approved by the Board may be accessed on the Companys website at www.skylinemillarsltd.com

5. AUDITORS

a. Statutory Auditors:

M/s. Manubhai & Shah, Chartered Accountants, (Firm Registration Number 1 06041 W/W1 001 36) were appointed as the Statutory Auditors of the Company at the 94th Annual General Meeting held on 24th September, 2014, for a term of five consecutive years till 99th Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, effective from 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. .

The Auditors Report for the financial year ended 31st March, 2018 does not contain any reservation, qualification or adverse remark.

a. Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing Company Secretary, Mumbai, was appointed as a Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as ANNEXURE 3, which forms part of this report.

The said report contains an observation that during the year under review, the Company was required to appoint CFO, however the Company is yet to appoint the CFO. The Company has not been able to identify a CFO and is making efforts to appoint a CFO at the earliest.

6. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated the Risk Management Policy pursuant to Section 134(3)(n) of the Companies Act, 2013 to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses. The said policy defines a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Patel (DIN 00165858) and Mr. Jatin Daisaria (DIN 00832728), Directors are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment at the said meeting. The Board recommends their re-appointment for members approval. Their brief profile is provided in the Notice convening the ensuing 98th Annual General Meeting of the Company.

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 form all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review there were no changes in the Composition of Board of Directors.

Mr. Vishal Chanda, Company Secretary and Compliance officer of the Company has resignedw.e.f. end of the business hourson 17th May, 2018.

8. PERFORMANCE EVALUATION

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors has carried out an annual evaluation of its own performance, its committees, individual directors, Chairperson, Whole-time Director for the year under review.

The Board and Committee functioning was reviewed and evaluated on the basis of responses from directors, committee members, whole-time director on various aspects of composition and functioning of board and its committee.

In a separate meeting of Independent Directors performance of non-Independent Director, performance of Board as whole and performance of Chairman were also evaluated.

The Board expressed its satisfaction with evaluation results, which reflects high degree of engagement of Board and its committee with the Company and its management.

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Company, its management, operations and provides an overall industry perspective as well as issues faced by the industry. The Policy on Familiarization Programme adopted by the Board and details of the same are available on the Companys website under the Investors Relations section at www.skylinemillarsltd.com.

10. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of employees drawing remuneration and other disclosures are mentioned in ANNEXURE 4, which forms part of this Report.

11. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

12. MANAGEMENTS DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Report.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE 5, which forms part of this Report.

14. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirements as prescribed under Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance practices followed by the Company, together with a certificate from Mr. Prashant S. Mehta, Practicing Company Secretary ( Membership no. A5814 and CoP no. 17341), forms an integral part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not exceeded the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014.

16. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said code lays down guidelines and procedures to be followed, and disclosures to be made while dealing with the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the Companys website under the Investors Relations section at www.skylinemillarsltd.com.

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaints have been received during the year 2017-18.

18. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act in relation to the audited Financial Statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms 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. such accounting policies have been selected and applied consistently and the Directors 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 31st March, 2018;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY

In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

20. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners / associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors
Skyline Millars Limited
Vinod N.Joshi
(Chairman)
Mumbai, 17th May, 2018. DIN: 01409387

ANNEXURE - 2 TO DIRECTORS REPORT

FORM AOC - 2

[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8 (2) of the Companies (Accounts) Rules, 2014]

Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangement or transactions not at arms length basis:-

There were no contracts or arrangements or transactions entered into during the period under review.

2. Details of material contracts or arrangement or transactions at arms length basis:

The details of material contracts or arrangement or transactions at arms length basis for the period ended 31st March, 2018 are as follows:

Name(s) of the Related party Nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts / arrangements/ Transactions Salient terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board, if any Amount paid as advances, if any
Ready Mix Concrete Limited Mr. Ashok Patel and Mr. Tarak Patel, Director of the Company Sale/disposal of Factory shed and certain machineries, located at Wada at a price of Rs. 119.80 Lakhs NA As per Related party Transaction 21st March, 2017 NIL
M/s. Daisaria & Associates Mr. Jatin Daisaria Director of the Company is brother of Mr. Manoj Daisaria, Partner of Daisaria & Associates Payment was madetowards Architectural Services for Rs. 40.30 Lakhs NA As per Related party Transaction 11" August, 2017 NIL
M/s. Symphony Mr. Jatin Daisaria, Mr. Maulik Dave & Mr. Shilpin Tater Directors of the Company are directly — indirectly Partners of M/s. Symphony The Companys entitlement of area having FSI of 881 sqmts to 802.40 sqmts in lieu of M/s Symphony acquiring for the Companys FSI of 573 sqmts in the building to be known as "Skyline Wealth Space" as approved by the Shareholders at last ACM the value of transaction is Rs. 114.30 Lakhs NA As per Related party Transaction 15* May, 2017 & 24* November, 2017 NIL

ANNEXURE - 4 TO DIRECTORS REPORT

DISCLOSURE UNDER SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION

OF MANAGERIAL PERSONNEL) RULES, 2014

1. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Operating Officer, Company Secretary and ratio of the remuneration of each Director to the Median remuneration of the employees of the Company for the financial year 2017-18:

Name of Director Percentage increase in remuneration Ratio of remuneration of each Director / KMP to Median remuneration of employees
*Mr. Vinod N. Joshi - Non-Executive & Independent Chairman N.A. N.A.
*Mr. Ashok J. Patel - Non-Executive Director N.A. N.A.
*Mr. Maulik H. Dave - Whole Time Director N.A. N.A.
*Mr. Tarak A. Patel - Non-Executive Director N.A. N.A.
*Mr. Jatin V. Daisaira - Non-Executive Director N.A. N.A.
*Mr. Upen M. Doshi - Non-Executive & Independent Director N.A. N.A.
*Mr. Shilpin K. Tater - Non-Executive Director N.A. N.A.
*Mr. Niranjan R. Jagtap - Non-Executive & Independent Director N.A. N.A.
*Mrs. Soha S. Shirke - Non-Executive Director N.A. N.A.
Mr. Vishal Chanda - Company Secretary & Compliance Officer (appointed w.e.f. 25th September, 2017, resigned w.e.f. 17th May, 2018) NIL NIL

* The Directors are not being paid any remuneration except sitting fees for attending the Board and Committee Meetings.

2. The percentage increase in the median remuneration of employees in the financial year: NIL

3. The number of permanent employees on the rolls of the Company: 12

4. Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof:

The Directors are not being paid any remuneration except sitting fees for attending the Board and Committee Meetings. Accordingly the disclosure of comparison is not made.

Average percentile increase in the salaries of employees other than managerial personnel is NIL.

5. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to during the financial year 2017-18 is as per the Remuneration Policy of the Company.

For and on behalf of the Board of Directors
Skyline Millars Limited
Vinod N.Joshi
(Chairman)
Mumbai, 17th May, 2018. DIN:01409387

ANNEXURE - 5 TO DIRECTORS REPORT

DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of energy & Technology absorption:

The Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. The production team under the able guidance of experts continuously monitors and devise various means to conserve energy and identify methods for the optimum use of energy without affecting productivity. The operations of the Company involve low energy consumption. Adequate measures have however been taken to conserve energy.

Foreign exchange earnings and Outgo: (Rs. :n Lakhs)

Financial Year Ended 31st March, 2018 Financial Year Ended 31st March, 2017
Actual Foreign Exchange earnings Nil Nil
Actual Foreign Exchange outgo Nil Nil

 

For and on behalf of the Board of Directors
Skyline Millars Limited
Vinod N.Joshi
(Chairman)
Mumbai, 17th May, 2018. DIN: 01409387