Directors' Report To The Members, Skyline Millars Limited a.Your Directors have pleasure in presenting the 95th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. b. OPERATIONS: During the year under review your Company's Sales and Other income was Rs. 686.03 lacs as against Rs.1,568.78 Lacs for the previous year, a decline of 56.27%. Revenue from Construction Equipment Division for the financial year ending 31st March, 2015 was Rs.160.11 lacs as against Rs.306.71 lacs for F.Y 2013-14. Revenue from Pre-Cast Pipes Division for the financial year ending 31st March, 2015 was Rs. 252.82 lacs as against Rs. 42.28 lacs for F.Y. 2013-14. Revenue from the Real Estate Division was Rs.204.34 lacs for the financial year ending 31st March, 2015 as against Rs1,094.11 lacs for F.Y 2013-14. Your Company has incurred a pre-tax loss of Rs. 434.75 lacs during the financial year ending 31st March, 2015 as compared to the pre-tax profit of Rs. 22.08 lacs in the previous financial year, this significant decline was due to general slowdown in the infrastructure sector affecting adversely all the business segments of the Company. The delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues. Further increased capital investments during the F.Y. 2013-14 in Wada unit and change in the Depreciation policy as per Schedule II of the Companies Act, 2013 has also accentuated the losses. The increased depreciation caused an additional deferred tax provision thereby enhancing the post-tax loss to Rs. 477.19 lacs for the financial year ending 31st March, 2015. The Earning Per Share (EPS) of the Company is Rs. (1.19) as compared to (0.08) paise of 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 Construction Equipment, Real Estate and Pre-cast Pipes. There was no change in nature of the business of the Company, during the year under review. c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: Your Company did not have any subsidiary, associate and joint venture company. d. DIVIDEND: Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review. e. TRANSFER TO RESERVES: In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves. f. DEPOSITS: The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable. g. DISCLOSURES UNDER SECTION 134(3)0) OF THE COMPANIES ACT, 2013: Your Company has received an arbitration award dated 7th July, 2015 in the case of claim made against the Company by the Director General of Border Road, (DGBR) Government of India. The matter pertains to supply of two Hot Mix Plants by the Company to DGBR in the year 1998. DBGR had made a claim of Rs. 3,14,72,636/-alleging supply of defective plants. The matter was referred to arbitration in 2001. The sole arbitrator has given an award dated 7th July, 2015. By this award, the Company is required to pay to DGBR claim of Rs. 61,80,438/- and Rs. 63,12,008/- by way of interest and Rs. 6,69,250/- by way of Cost of arbitration proceedings. The said aggregate amount of Award of Rs. 1,31,61,696/- is to be paid within 4 months from receipt of copy of this award. On failure to pay, Company shall be liable to pay interest on this awarded amount @ 9% per annum simple from the date of the award. Upon receipt of the said amount, DGBR is required to return the said two Hot Mix Plants to the Company. Towards this claim of DGBR, the Company has shown in its Financial Statement for the financial year ended 31st March, 2015 contingent liability of Rs. 3,14,72,636/- including the amount of award. On the basis of opinion from Company's legal advisors, the Company intends to challenge the said award in the High Court. The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders passed by the Sales Tax Officer under BST Act, 1959 and CST Act, 1956 for the financial years 2001-02 to 200405. As per the legal opinion received from the tax consultants, the Company has already filed appeals disputing the said demands including interest and penalty. Taking into account the advice received from the tax consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in the accounts for the financial year ended 31st March, 2015. h. 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. i. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL: No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future. j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com <http://www.skylinemillarsltd.com>. k. 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. 13 of Notes to the Financial Statements). 1. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013: Company has not given any loan, guarantee or provided any security or otherwise any financial assistance for the purpose of, or in connection with, purchase or subscription made or to be made, by any person of or for any shares in the company or in its holding company, and does not have any scheme relating thereto, so this disclosure is not applicable. 2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Mr. Anand J. Vashi, Independent Director and Chairman of the Company resigned from the Directorship of the Company w.e.f. 19th March, 2015 due to personal reasons. Mrs. Soha S. Shirke (DIN: 07131309) was appointed as an additional Director of the Company on 26th March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received notice from shareholder(s) along with requisite deposit proposing the candidature of Mrs. Soha S. Shirke for appointment as Director at the ensuing Annual General Meeting. Mr. Niranjan R. Jagtap (DIN: 01237606) was appointed as an additional Director of the Company on 6thAugust, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received notice from a member along with requisite deposits proposing the candidature of Mr. Niranjan R. Jagtap, for appointment as an Independent Director at the ensuing Annual General Meeting. Mr. Ganesh R. Nalawade was appointed as Key Managerial Person designated as Company Secretary and Compliance officer of the Company in place of Mr. Dhawal J. Vora, Dy. G.M.Finance & Company Secretary who resigned with effect from 15th May, 2015. In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation. As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel and Mr. Jatin V. Daisaria Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval. b. DECLARATIONS BY INDEPENDENT DIRECTORS: The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company. 3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES a. BOARD MEETINGS: The Board of Directors met 4 times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. The dates on which the Board of Directors met during the financial year under review are 28th May, 2014, 12th August, 2014, 12th November, 2014 and 3rd February, 2015. b. DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March, 2015, 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 31 March, 2015 and of the profit/loss of the Company for that year; 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. c. NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act. The composition of the committee is as under: 1. Mr. Upen M. Doshi, Chairman, (w.e.f. 12th August, 2014) 2. Mr. Anand J. Vashi, Chairman, (up to 28th May, 2014 and Member up to 19th March, 2015) 3. Mr. Jatin V. Daisaria, Member 4. Mr. Shilpin K. Tater, Member 5. Mr. Vinod N. Joshi, Member (w.e.f. 3rd February, 2015) The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. d. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of: 1. Mr. Anand J. Vashi, Chairman, (up to 19 March, 2015) 2. Mr. Vinod N. Joshi, Member 3. Mr. Upen M. Doshi, Member and 4. Mr. Maulik H. Dave, Member The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee. e. STAKEHOLDERS RELATIONSHIP COMMITTEE: During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Anand J. Vashi, Chairman (up to 19th March, 2015), Mr. Vinod N. Joshi, Mr. Tarak A. Patel, Mr. Jatin V. Daisaria, and Mr. Upen M. Doshi. The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee. f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of the Company has, pursuant to the provisions of Section 178(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 Company's website at www.skylinemillarsltd.com. g. RISK MANAGEMENT POLICY: The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define 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. h. CORPORATE SOCIAL RESPONSIBILITY POLICY: The provisions of Corporate Social Responsibilities are not applicable, as the Company does not come within the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the rules framed there under. The Vigil Mechanism Policy as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com. i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD: Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The Evaluation Criteria applied are: (a) For Independent Directors: • Knowledge and Skills • Professional conduct • Duties, Role and functions (b) For Executive Directors • Performance as Team Leader/ Member. • Evaluating Business Opportunity and analysis of Risk Reward Scenarios • Professional Conduct, Integrity • Sharing of Information with the Board The Directors expressed their satisfaction with the evaluation process. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company. j. INTERNAL CONTROL SYSTEMS: The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and Committee Meetings. Disclosures of Remuneration of KMP's and comparison of their remuneration with other employees and performance of the Company is given in ANNEXURE A. l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES: None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company. 4. AUDITORS AND REPORTS The matters related to Auditors and their Reports are as under: a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015: The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015: Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s H.S. Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15. Secretarial Audit Report issued by M/s H.S. Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as ANNEXURE B c. RATIFICATION OF APPOINTMENT OF AUDITORS: Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manubhai & Shah, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company. Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members. d. COST AUDITORS: Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies Cost (Record and Audit) Rules as amended, Notification and Circulars issued by the Ministry of Corporate Affairs, Cost Audit is not applicable to the Company as Company does not comes with in the purview of threshold limits specified in the Rules. 5. OTHER DISCLOSURES Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached as ANNEXURE C which forms part of this Report. b. 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 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE D which forms part of this report. c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V): Directors of the Company are not paid any remuneration except sitting fees for attending the Board and Committee meetings, as such the disclosure as per Section II of Schedule V to the Companies Act, 2013 are not applicable. 6. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year 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 ESOS referred to in this Report. 3. Except as stated elsewhere in the Directors Report no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that 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. 7. ACKNOWLEDGEMENTS AND APPRECIATION: 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 Vinod N. Joshi Chairman DIN: 01409387 |