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Directors Report of SKIL Infrastructure Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 32nd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2015.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31, 2015 is summarized below:

(Rupees in Lacs)

Particulars Year ended Year ended March 31, 2015 March 31, 2014

Total Income 7,498.55 37,845.09

Less: Expenditure 25,352.83 54,918.71

Profit/(Loss) before Depreciation & Taxation (17,854.28) (17,073.62)

Less: Depreciation 152.61 80.70

Profit/(Loss) before taxation (18,006.89) (17,154.32)

Less: Provision for Tax / Deferred Tax 0.00 0.00

Profit/(Loss) after-tax (18,006.89) (17,154.32)

Add: Balance brought forward from the previous year (8,485.54) 0.00

Less: Appropriations (other than Dividend) 102.19 14.68

Less: Transfer to Capital Reserve as per Scheme of Merger 0.00 (8,683.46)

Less: Transfer to General Reserve

Balance Profit / (Loss) carried forward to the next year (26,594.62) (8,485.54)

State of Company's Affairs

The Company has been into Engineering, Procurement and Construction (EPC) business. Besides, it is developing a State of the Art Container Freight Station (CFS) in an area of 73.15 acres near Jawaharlal Nehru Port Trust ('JNPT'), Navi Mumbai, and has also embarked upon an ambitious, Pan-India and Multi-segment Operations in the logistic fled. The Company conducts business through its subsidiaries and affiliates.

The Company earned infrastructure related advisory income of Rs. 7,081.66 Lacs during the current financial year. The total income of the Company during the year under review is Rs. 7,498.55 Lacs as compared to total income of Rs. 37,845.09 Lacs during the previous financial year. During the year, the Company incurred net loss of Rs. 18,006.89 Lacs as compared to the loss of Rs. 17,154.32 Lacs incurred in the previous financial year. The finance cost on account of borrowings and loss incurred by the Company consequent upon invocation/sale of its investments are the main reasons for the losses incurred by the Company.

Future Outlook

In a strategic move to unlock value, the Company has decided to exit from all the non-core activities and investments to enable it to pay more focus on its core competence and reduce debt. The Company shall continue to focus on developing valuable infrastructure in the fled of Smart City/SEZ/Ports/Logistics through Special Purpose Vehicles and secure robust Partnership to ensure sustainable value for shareholders.

The Company, which has been pioneer in building India's First world class Defense focused Infrastructure, shall continue to play a stellar role to contribute to increase the value for all the Partner/Shareholders/Stakeholders, even after handing over the control of Pipavav Defence and Offshore Engineering Company Limited to Reliance (ADAG) Group.

Dividend

In view of losses incurred by the Company, your Directors do not recommend dividend for the financial year ended March 31, 2015.

Extension for holding ensuing AGM

The Company had applied to and sought approval of Registrar of Companies, Mumbai, for holding the ensuing 32nd Annual General Meeting of the Members of the Company ('AGM') up to December 31, 2015 and accordingly the ensuing AGM is being convened on Monday, December 28, 2015.

Details of Subsidiary, Associates & Joint Venture

As on March 31, 2015, the list of Subsidiaries, Joint Ventures and Associate Companies is as follows:

i) Subsidiary Companies:

Gujarat-Dwarka Port west Limited (Erstwhile Gujarat Positra Port Company Limited) Chiplun FTWZ Private Limited

Navi Mumbai SMART CITY Infrastructure Limited (Erstwhile Mahakaleshwar Knowledge Infrastructure Private Limited)

Metrotech Technology Park Pvt Ltd

SKIL Shipyard Holdings Private Limited

SKIL-Himachal Infrastructure and Tourism Limited

Energy India Corporation Limited

SKIL Karnataka SEZ Limited

Pipavav Electronic Warfare Systems Private Limited (Erstwhile SKIL Strategic Deterrence Systems Private Limited)

SKIL Advanced Systems Private Limited (SASPL)

Pipavav Aero Infrastructure Private Limited (wholly owned subsidiary of SASPL)

SKIL Vision Aerial Solutions Private Limited (wholly owned subsidiary of SASPL)

SKIL Midivisana Engineering Private Limited (wholly owned subsidiary of SASPL)

Jansampada Engineering Company Private Limited (Erstwhile Jansampada Infra project Private Limited)

SKIL (Singapore) Pte. Ltd.

ii) Associate Companies:

Pipavav Defense and Offshore Engineering Company Limited Urban Infrastructure Holdings Private Limited

iii) Joint Ventures:

Sohar Free Zone LLC

Out of the aforesaid Subsidiary Companies, Pipavav Aero Infrastructure Private Limited, SKIL Karnataka SEZ Limited, Jansampada Engineering Company Private Limited and SKIL Vision Aerial Solutions Private Limited, have submitted an application to the Registrar of Companies on August 7, 2015, August 7, 2015, August 8, 2015 and August 13, 2015, respectively; for striking-off the name under the Fast Track Exit Mode pursuant to Section 560 of the Companies Act, 1956. Further, Pipavav Electronic Warfare Systems Private Limited and SKIL Midivisana Engineering Company Private Limited are in the process of striking-off the name under the Fast Track Exit Mode. The striking-off of aforesaid subsidiaries is not expected to have any material impact on the financials of the Company.

With respect to Associate Companies, the financial statements of Urban Infrastructure Holdings Private Limited were not available for consolidation.

For Pipavav Defense and Offshore Engineering Company Limited ('Pipavav'), the Company has sought approval of the Members, vide special resolution passed on May 19, 2015, for disinvestment of stake of upto 25.10% held by the Company in Pipavav.

The Company has, along with SKIL Shipyard Holdings Private Limited (wholly owned subsidiary) ('SSHPL'), Grevek Investment and Finance Private Limited ('Grevek') (collectively referred to as the 'Sellers'), Mr. Nikhil Gandhi, Mr. Bhavesh Gandhi (collectively along with the Sellers referred as 'Founder Promoters') executed a Purchase Agreement dated March 4, 2015, with Pipavav, Reliance Defence Systems Private Limited (the 'Acquirer') and Reliance Infrastructure Limited (the 'PAC') (the 'Purchase Agreement'). Pursuant to the Purchase Agreement, the Acquirers will purchase Equity Shares of Pipavav from the Sellers (i.e., 9,16,22,315 Equity Shares of Pipavav from the Company and 3,83,77,685 Equity Shares of Pipavav from SSHPL), constituting 17.66 percent of paid-up equity share capital of Pipavav at a price of Rs. 63 per share, aggregating Rs. 819 Crore and shall acquire the management and sole control of Pipavav. The said sale proceeds through disinvestment shall be utilized for reduction of debts.

In terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, an open offer has been announced to the public shareholders to acquire from them up to 26% Equity Shares of Pipavav ('SEBI Open Offer') and the Acquirer is accordingly proceeding to complete the acquisition of Pipavav. The SEBI Open Offer at a price of Rs. 66 per share, in terms of applicable SEBI Takeover Regulations, shall open on Wednesday, December 2, 2015 and shall close on Tuesday, December 15, 2015.

Post completion of Open Offer, if the Acquirers still hold less than 25.10% equity shares of Pipavav; in that event, the Sellers will sell such number of equity shares at the same price of Rs. 63 per share, to cover the shortfall of equity shares (i.e. 25.10% shares minus the number of shares held by Acquirer post open offer) to the Acquirers, so that as a result of the proposed acquisition, the Acquirers will hold minimum 25.10% shares in Pipavav.

Upon consummation of the transactions contemplated in the Purchase Agreement, the Acquirer and/or the PAC will acquire control over Pipavav.

As required under the Listing Agreement with the Stock Exchanges, the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of the Company and all its Subsidiary Companies, Joint Venture Company Associate Company (only Pipavav) forms part of this Annual Report.

The performance and financial position of each of the Subsidiaries, Joint Venture Company and Associate Company (only Pipavav) included in the Consolidated Financial Statement 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 this Report as Annexure I in prescribed Form AOC - I and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014.

Pursuant to the requirement of Clause 49 of the Listing Agreement, 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/index. ph-poption=com_ phocadownload&view= category&download=93:policy-on- material-subsidiari es&id=13:policies&Itemid=186.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Rules thereto, an Extract of the Annual Return of the Company as on March 31, 2015, in the prescribed Form MGT-9 is annexed to this Report as Annexure II.

Details of Directors and Key Managerial Personnel

During the year under review there was no change in Directors of your Company. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Bhavesh Gandhi, Director (DIN: 00030623); shall retire at the ensuing AGM and being eligible for re- appointment, offers himself for re-appointment. His profle has been given in the Exhibit to the Notice of the ensuing AGM of the Company.

Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan have been appointed as Independent Directors of the Company for a period of fve years commencing September 30, 2014. All the Independent Directors have given individual declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Ajay Khera, Managing Director & Chief Executive Officer; Mr. Sudipan Bhaduri, Chief Financial Offcer and Mr. Nilesh Mehta, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013 and have been in office before the commencement of the Companies Act, 2013.

Mr. Ajay Khera shall hold office as Managing Director & Chief Executive Officer up to November 26, 2015. The Board of Directors, at its Meeting held on November 5, 2015, on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Khera as Chief Executive Officer and Whole-time Key Managerial Personnel (in the category of Chief Executive Officer) in terms of Section 203 of the Companies Act, 2013 read with the Rules thereto; for a tenure of two years commencing November 27, 2015. He shall cease to be a Director on the Board of the Company, with effect from the November 27, 2015.

Number of Board Meetings

During the Financial Year 2014-15, five meetings of the Board of Directors of the company were held on May 30, 2014; August 14, 2014, November 14, 2014; February 14, 2015 and March 4, 2015. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Additionally, several committee meetings were held during the financial year including Audit Committee, which met four times during the year.

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 Annexure III.

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, 2015 are mentioned in the Extract of the Annual Return which is annexed to this Report as Annexure II.

Performance Evaluation

The Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges stipulate the performance evaluation of the Directors, Board and its Committees.

Considering the said provisions, the Company had devised a transparent criteria for performance evaluation after approval by the Nomination & Remuneration Committee/Board of Directors. Based on the criteria laid, 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 Companies Act, 2013. The performance evaluation criteria are annexed to this Report as Annexure IV.

The Committee of Independent Directors comprising Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan; met on February 13, 2015, 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, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of fow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

The Board of Directors, at their Meeting held on February 14, 2015, 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 Companies Act 2013, your Directors confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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, 2015 and of the profit/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 assets 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;

e) the directors had laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were 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.

Audit Committee

The Audit Committee comprises Mr. V. Ramanan (Chairman), Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. Ajay Khera as Members. All the recommendations made by the Audit Committee were accepted by the Board.

The details with respect to the meetings, powers, roles, 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 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 V.

Corporate Social Responsibility (CSR) Policy

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee comprising 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 Company's website at the link: http://www.skilgroup.co.in/index. php-option=com_phocadownload&view=category&download=94:csr- policy&id=13:policies&Itemid=186 The statutory disclosure with respect to the CSR Committee and an Annual Report on CSR Activities is annexed to this Report as Annexure VI.

Familiarization Programmed

The Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the Listing agreement entered into by the Company with Stock Exchanges; 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 Company's Management. The Directors are also informed of the various developments in the Company through various modes of communications.

The details of familiarization programmers for Independent Directors of the Company are posted on the website of the Company at the link: http://www.skilgroup.co.in/index. php-option=com_ phocadownload&view =category&download=92:familiarisation- programme- for-inside =13: policies&Itemid=186.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented the 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 Company's 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/index. php-option=com_phocadownload&view= category&download=83: whistle-blower-policy&id=13: policy esteemed=186

Risk Management Policy

Pursuant to the requirement of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 Report (MDA) forming part of the Board's Report.

Statutory Auditors:

The Members of the Company had, at the 31st AGM held on September 30, 2014, approved the appointment of M/s. Bharat Shah & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No. 101249W as the Statutory Auditors of the Company, to hold office from the conclusion of 31st AGM until the conclusion of 34th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM held after 31st AGM.

Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, states that appointment of the Auditor shall be subject to ratification by the Members at every Annual General Meeting till the expiry of the term of the Auditor.

In view of above, the existing appointment of M/s. Bharat Shah & Associates covering the balance term from the conclusion of ensuing 32nd AGM until the conclusion of 34th AGM to be held in the year 2017, which has been ratified by the Audit Committee and the Board of Directors of the Company, is being placed for Members' ratification.

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, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made there under, as may be applicable.

Auditors Report

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015, does not contain any qualification.

Internal auditors:

M/s. RSVA & Co., Chartered Accountants, Mumbai, 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.

Secretarial Auditor:

Pursuant to Section 204 of the Companies Act, 2013, the Board has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary Mumbai, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015, is as annexed to this report as Annexure VII.

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

All related party transactions attracting compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee and also before the Board for approval, as per the requirement. 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.

During the year under review, the Company had sought approval of the Members by way of Special Resolution passed through Postal Ballot process on February 4, 2015, for entering into related party transaction with SKIL (Singapore) Pte. Limited, a wholly- owned subsidiary. Although the said approval was sought after three months, the transaction was condoned and ratified by the Members of the Company.

The Company has formulated a Policy on Materiality of Related Party Transactions & Dealing with Related Party Transactions which has been uploaded on the Company's website and can be accessed at http://www.skilgroup.co.in/index.php-option=com_phocado wnload&view=category&download =91:policy-related-party- transaction &id=13:policies& Itemid=186

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 VIII.

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 Clause 32 of the Listing Agreement, 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. 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 company's operations in future.

Deposits

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.

Sexual Harassment

During the year under review there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Particulars regarding Conservation of Energy, Technology, Absorption, 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 is Rs. 7,081.66 Lacs and the Foreign Exchange Outgo is Rs. 7.31 Lacs.

Employees Remuneration

In terms of Section 136 of the Companies Act, 2013, the Annual Report and Financial Statements are being sent to the Members of the Company and others entitled thereto excluding the information pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. These particulars will be made available for inspection by the Members at the Registered Offce 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.

MD & CEO / CFO Certificate

The Managing Director & Chief Executive Officer and the Chief Financial Officer have issued certificate pursuant to the provisions of Clause 49(IX) of the Listing Agreement certifying the Financial Statements for the year ended March 31, 2015, in the manner prescribed under the said Clause. 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 Clause 49 of the Listing Agreement is annexed to this Report as Annexure IX.

Corporate Governance

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 the Clause 49 of the Listing Agreement issued by Mr. Virendra G. Bhatt, Practicing Company Secretary, is annexed to this Report as Annexure X.

Code of Conduct

The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Management. A confirmation from the Managing Director & Chief Executive Offer 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.

Listing Arrangement

The Company's Equity Shares are presently listed on the National Stock Exchange of India Limited and on the Calcutta Stock Exchange Limited. The Annual Listing Fees for the financial year 2015-2016 has been paid to the Stock Exchanges.

The Board of Directors, at the Meeting held on November 26, 2015, granted its approval for de-listing of the Equity Shares of the Company from the Calcutta Stock Exchange Limited and for taking required necessary action to undertake listing on the BSE Limited.

Stamp Duty

The Hon'ble High Court of Judicature at Bombay had approved the Scheme of Amalgamation and Arrangement between erstwhile SKIL Infrastructure Limited, Horizon Country Wide Logistics Limited and Fast lane District parks & Logistics Limited (collectively referred to as "Transferor Companies") with Horizon Infrastructure Limited (the "Company") (name changed to SKIL Infrastructure Limited w.e.f January 22, 2014), on September 20, 2013, which became effective from September 28, 2013.

The Office of the Collector of Stamps (Enforcement – 2), Mumbai, vide letter dated September 19, 2015, having reiterated the demand of stamp duty of Rs. 25 Crores on the Scheme, besides interest as per the provisions of Maharashtra Stamp Act, 1958, has, inter alia, mentioned that in case, the Company disagrees with the valuation/assessment of stamp duty there is a provision of appeal to the Chief Controlling Revenue Authority, Pune, against the decision taken by the Collector of Stamps under Section 53(A) in the Mumbai Stamp Act, 1958. However, until and unless there is a stay, the Company shall not be exempted from the Revenue Recovery Process.

Accordingly, the Company has fled an appeal before the Chief Controlling Revenue Authority, Pune, to: (i) Review the Interim Demand Notice/s, (ii) Ascertain the fair and present stamp duty; (iii) For such further and other reliefs as may deem necessary. The case stands posted for December 1, 2015.

SEBI Notice

The SEBI has issued Show cause notice under Rule 4 (1) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Offer) Rules, 1995 and Rule 4 (1) of Securities Contracts (Regulations) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Offer) Rules, 2005 in the matter of the Company followed by Hearing Notice to the Company and to its Directors and Company Secretary (who held positions as such during the period from January 25, 2008 to May 5, 2008). The Company and other Notices have fled a Consent Application with SEBI in this matter.

Remuneration to Managing Director and Chief Executive Offer

The appointment of Mr. Ajay Khera as Managing Director and Chief Executive Offer of the Company with effect from November 27, 2013 for tenure of two years was duly approved by the Nomination & Remuneration Committee, the Board and thereafter by the Members of the Company in the previous Annual General Meeting held on September 30, 2014. The remuneration, as approved, was in tandem with the Scheme of Amalgamation and Arrangement; was subject to the approval of the Central Government in terms of the Companies Act, 2013. An application in Form No. MR-2 was fled for seeking approval of the Central Government, which was closed due to non-submission of requisite documents/information. The Company has clarified that as the Company was not made aware of Ministry's requirement before rejection of the said Form, it should re-open the case, so as to enable the Company to provide the requisite documents / information, as may be required for seeking the approval of Central Government. Pending approval, the payment to be made to him during his tenure, is held by him in trust for the Company, as prescribed under Section 197 of the Companies Act, 2013.

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, 2015.

Green Initiative

In accordance with the 'Green Initiative', 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.

Your Directors are thankful to the Members for actively participating in the Green Initiative.

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: November 26, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts of your Company for the year ended March 31, 2014.

FINANCIAL PERFORMANCE (STANDALONE):

The performance of the Company for the financial year ended March 31, 2014, is summarized below:

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Net Income 37845.09 47059.90

Less: Expenditure 54918.71 67195.97

Profit before Depreciation & Taxation (17073.62) (20136.07)

Less: Depreciation 80.70 104.85

Profit before Tax (17154.32) (20240.92)

Provision for Tax / Deferred Tax 0.00 0.00

Loss after Tax (17154.32) (20240.92)

Balance carried forward to Balance Sheet 0.00 0.00

DIVIDEND:

Due to losses incurred by the Company during the financial year, your Board of Directors do not recommend dividend for the financial year ended March 31, 2014.

REVIEW OF OPERATIOnS:

The year 2013-14 marked a turning point for the Company as Hon''ble High Court of Judicature at Bombay approved the Scheme of Amalgamation and Arrangement between erstwhile SKIL Infrastructure Limited ("SKIL"), Horizon CountryWide Logistics Limited ("HCWLL") and Fastlane Distriparks & Logistics Limited ("FDLL") (collectively referred to as "Transferor Companies") with the Company (hereinafter referred to as "the Scheme") on September 20, 2013, which became effective from September 28, 2013.

The Company is into Engineering, Procurement and Construction (EPC) business. Besides, it is developing a State of the Art Container Freight Stations (CFS) in an area of 73.15 acres near Jawahar Nehru Port, Navi Mumbai and has also embarked upon an ambitious, Pan-India and Multi-segment Operations in the logistic feld. The Company also conducts business through its subsidiaries and affliates.

The total income of the Company for the year under review is Rs. 37845.09 Lacs as compared to total income of Rs. 47059.90 Lacs during the previous financial year. During the year the Company incurred net loss ofRs. 17154.32 Lacs as compared to the loss ofRs. 20240.92 Lacs incurred in the previous financial year. The finance cost on account of borrowings is the main reason for the losses incurred by the Company.

CHANGE OF NAME:

Pursuant to and as envisaged in the Scheme, the name of the Company has been changed from ''Horizon Infrastructure Limited'' to ''SKIL Infrastructure Limited'' vide Fresh Certifcate of Incorporation consequent upon Change of Name'' dated January 22, 2014, issued by the Registrar of Companies, Mumbai, Maharashtra.

AUTHORISED SHARE CAPITAL:

Upon Scheme coming into effect from September 28, 2013 and on completion of other related formalities, the Authorised Share Capital of the Company has been increased toRs. 9,100,000,000/- divided into 910,000,000 Equity Shares ofRs. 10/- each, as envisaged in the Scheme.

ALLOTMENT OF SHARES PURSUANT TO THE SCHEME:

Pursuant to and as envisaged in the Scheme, 205,831,232 Equity Shares ofRs. 10/- each fully paid-up in the Company was issued and allotted on December 24, 2013, to the shareholders of erstwhile SKIL, HCWLL and FDLL. After allotment of shares, the Issued, Subscribed and Paid-up Capital of the Company increased fromRs. 1,074.00 Lacs to Rs. 21,657.12 Lacs.

LISTInG AnD TRADInG APPROVAL:

205,831,232 Equity Shares ofRs. 10/- issued and allotted as aforesaid were listed and permitted for trading at National Stock Exchange of India Limited with effect from May 9, 2014 and at the Calcutta Stock Exchange Limited with effect from August 13, 2014.

DIRECTORS:

Mr. Ajay Khera has been appointed as an Additional Director and thereafter the Managing Director & Chief Executive officer of the Company w.e.f. November 26, 2013 and November 27, 2013 respectively, subject to the necessary approval of Members at the ensuing AGM. Mr. Nikhil Gandhi ceased to be the Whole-time Director of the Company w.e.f. the closure of working hours on November 26, 2013 and thereafter continues to be Director and Non-Executive Chairman.

The Board of Directors at their Meeting held on August 14, 2014, resolved that Mr. Nikhil Gandhi and Mr. Bhavesh Gandhi, whose period of office was not liable to determination by retirement of directors by rotation, shall be made eligible for retirement by rotation, subject to the rectifcation/approval of the Members, in order to have optimum number of Directors whose period of office is liable to determination by retirement of directors by rotation, in terms of section 152 of the Companies Act, 2013. Accordingly, Mr. Nikhil Gandhi retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Ms. Gayathri Ramachandran appointed as an Additional Director under the category Independent Director, on November 14, 2013, who holds office up to the date of ensuing AGM, and Mr. J. Alexander, Independent Director, was liable to retire by rotation at the ensuing AGM under the erstwhile Companies Act, 1956.

Mr. J. Alexander, Mr. V. Ramanan and Ms. Gayathri Ramachandran who constitute the Independent Directors, have fled the requisite declarations with the Company to the effect that they qualify as Independent Directors within the meaning of Section 149(6) of the said Act. Appropriate Resolutions are being proposed at the forthcoming Annual General Meeting to appoint them for a period of five consecutive years and shall not be liable to retire by rotation as contemplated under Section 149 of the said Companies Act, 2013.

Brief profles of Directors proposed to be appointed/re-appointed as aforesaid is provided in the Notice of ensuing AGM.

The Board of Directors recommends appointment / reappointment of all the above Directors at the ensuing AGM.

SUBSIDIARY COMPANIES:

The Company has 15 subsidiaries as on March 31, 2014, including one foreign subsidiary and three step-down subsidiaries. During the year, Varahi Infrastructure Private Limited ceased to be a subsidiary company and Jansampada Engineering Company Private Limited (Erstwhile) Jansampada Infraproject Private Limited) became wholly-owned subsidiary company.

As per Section 212 of the erstwhile Companies Act, 1956, the Company is required to attach the Balance Sheet, Statement of Profit and Loss together with Reports of Directors and Auditors thereon and other documents of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs (MCA), Government of India vide its General Circular No. 2/2011 and 3/2011 dated February 8, 2011 and February 21, 2011, respectively, has provided an exemption to the companies from complying with section 212, subject to certain conditions being fulfIlled by the Company. The Board of Directors of the Company at its Meeting held on May 30, 2014, noted the provisions of said Circular and passed the necessary resolution granting the requisite approval for not attaching the accounts, etc. of its subsidiary companies to its Annual Report for the year ended March 31, 2014, subject to complying with the provisions of the said circular.

The Company undertakes that annual accounts of the subsidiary companies and related detailed information will be made available to the Members of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies will be available for inspection at the Registered office of the Company and concerned subsidiaries. The Company shall furnish the hard copy of the detailed accounts of subsidiaries to Members on demand.

In accordance with the requirements of Accounting Standard notifed by the Companies (Accounting Standards) Rules, 2006, the Consolidated Financial Statements of the Company have been prepared and the same forms part of this Annual Report.

Statement of particulars of subsidiary company as per the said General Circulars issued by MCA, forms part of the Consolidated Financial Statements.

PARTICULARS OF LOANS/ADVANCES GIVEN TO SUBSIDIARY COMPANIES:

Pursuant to Clause 32 of the Listing Agreement, the particulars of loans/advances given to Subsidiary, Associates, etc. has been disclosed in the Audited Accounts of the Company for the year March 31, 2014.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits under the provisions of Section 58Aofthe Companies Act, 1956.

DIRECTORS'' RESPOnSIBILITY STATEMEnT:

Pursuant to the provisions of Section 217 (2AA) of the erstwhile Companies Act, 1956, your Directors confirm that;

(i) In the preparation of annual accounts the applicable accounting standards have been followed, along with proper explanation relating to material departures.

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that year;

(iii) They have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERnAnCE

Your Company adopts high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A section on Corporate Governance, along with a certifcate from Mr. Virendra G. Bhatt, Practicing Company Secretary, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of this Report.

A detailed review of operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms part of this Report.

CEO/CFO CERTIFICATION

In accordance with the provisions of the Listing Agreement pertaining to corporate governance norms, Mr. Ajay Khera, Managing Director & Chief Executive officer and Mr. Sudipan Bhaduri, Chief Financial officer, have certified, the financial statements for the year ended March 31, 2014. The said certifcate forms an integral part of the Annual Report.

LISTING ARRANGEMENT:

The Company''s Equity shares are listed on National Stock Exchange of India Limited and on The Calcutta Stock Exchange Limited. The Company has paid Annual Listing Fees to the Stock Exchanges for the financial year 2014-15.

BOOKS OF ACCOUNTS OF THE COMPANY:

Your Directors, in the Board Meeting held on May 30, 2014, approved to keep the Books of Accounts of the Company, as prescribed under Section 128 of the Companies Act, 2013, at the Correspondence office Address at 13/14, Khetan Bhavan, J.R.D. Tata Road, Churchgate, Mumbai - 400 020.

COMPAnIES ACT, 2013

The Ministry of Corporate Affairs has made a major part of the provisions of the Companies Act, 2013 effective from April 1, 2014. The new Companies Act, 2013 aims at enhanced disclosures and reporting for the corporate sector with numerous compliance requirements.

The new Act is a positive step towards strengthening the corporate governance regime in the country. Your Company is geared to implement and comply with the new requirements of law. As a beginning towards this, your Company constituted/re-aligned various Committees of the Board of Directors in accordance with the provisions of Companies Act, 2013 as under:

AUDIT COMMITTEE

The Audit Committee comprise four Directors, viz; Mr. V. Ramanan, Chairman, Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. Ajay Khera as Members of the Committee. The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement pertaining to corporate governance norms.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Audit Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1, 2014.

The Audit Committee has reviewed the Audited Accounts of the Company for the year ended March 31, 2014, annexed to this Report.

CORPORATE SOCIAL RESPOnSIBILITY (CSR) COMMITTEE

In compliance with the provisions of Companies Act, 2013, your Company constituted CSR Committee which comprise four Directors, viz; Mr. Nikhil Gandhi, Chairman, Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. Ajay Khera as Members of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing ''Compensation / Remuneration Committee'' as ''Nomination and Remuneration Committee'' with an enhanced scope and functions as stipulated under the new law. The Nomination and Remuneration Committee of the Company comprise four Directors, viz; Mr. J. Alexander, Chairman, Mr. Nikhil Gandhi, Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members of the Committee.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Nomination and Remuneration Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1, 2014.

STAKEhOLDERS RELATIOnShIP COMMITTEE

Your Company re-aligned its existing ''Shareholders / Investor''s Grievance Committee'' as ''Stakeholders Relationship Committee'' with an enhanced scope and functioning as stipulated under the new law. The Stakeholders Relationship Committee comprises three Directors, viz; Ms. Gayathri Ramachandran, Chairperson, Mr. Nikhil Gandhi, and Mr. Ajay Khera as Members of the Committee.

In the Meeting of the Board of Directors of the Company held on August 14, 2014, the Board of Directors enhanced the terms of reference and scope and functioning of the Stakeholders Relationship Committee to align with the revised Clause 49 of the Listing Agreement which shall become effective from October 1, 2014.

AUDITORS:

The Statutory Auditors, M/s. Bharat Shah & Associates, Chartered Accountants (ICAI Registration No. 101249W), hold office until the conclusion of ensuing AGM and are eligible for re-appointment for further period of up to three consecutive years as per Section 139 of the Companies Act, 2013. M/s. Bharat Shah & Associates, while offering themselves for re-appointment, has provided certifcate to the effect that, their re-appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013 and they satisfy the criteria provided under Section 141 of the Companies Act, 2013.

In view of the above and based on the recommendation of the Audit Committee, the Board of Directors recommends re-appointment of M/s. Bharat Shah & Associates as the Statutory Auditors of the Company for a period of three consecutive years to hold office from the conclusion of this AGM till the conclusion of 34th AGM of the Company, subject to ratifcation of their appointment by the Members at every AGM held after this AGM.

AUDITOR''S REPORT:

The Auditors'' Report on the Accounts of the Company for the financial year ended March 31, 2014, is self explanatory and does not require for any further explanation.

InTERnAL AUDITORS:

M/s. RSVA & Co. Chartered Accountants, Mumbai, 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.

PARTICULARS OF EMPLOYEES

Information on the particulars of Employees'' remuneration as per Section 217(2A) of the erstwhile Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Considering the nature of the 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 Section 217(1)(e) of the erstwhile Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, during the year under review.

Further, the Foreign Exchange Earnings during the year under review is Nil and the Foreign Exchange Outgo is Rs. 15.87 Lacs.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

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 confdence and faith that they have always placed in the Company.

Registered office For and on behalf of the Board of Directors

SKIL House 209, Bank Street Cross Lane,

Fort, Mumbai 400 023.

Tel: 66199000 Fax:22696023

CIN: L36911MH1983PLC178299 Nikhil Gandhi

E-mail : skil@skilgroup.co.in Chairman

Web: www.skilgroup.co.in

Place: Mumbai Date: August 14, 2014


Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS:

The performance of your Company on standalone basis for the financial year ended March 31, 2012 as compared to the previous period is summarised below:

(Rs. in Lacs)

Particular 2011-2012 2010-2011

Net Income 33406.76 28572.35

Less Expenditure 32356.68 27669.79

Profit before Depreciation & Taxation 1050.09 902.57

Less Depreciation 25.26 29.50

Operating Profit 1024.83 873.07

Provision for Tax / Deferred Tax 354.04 290.98

Profit after Tax 670.78 582.09

Balance carried forward to Balance Sheet 1992.04 1446.13

DIVIDEND:

Your Directors recommend for approval of the members at the ensuing Annual General Meeting payment of final dividend of 10% per equity share (Rs. 1/- per equity share) for the financial year ended March 31, 2012.

REVIEW OF OPERATIONS:

During the financial year under review, the Company has earned a total income of Rs. 33406.76 lacs as against Rs. 28572.35 lacs for the previous year, thereby recording an increase of 16.92% as compared to the previous year.

The Profit after Tax as on March 31, 2012 amounted to Rs. 670.78 lacs as against Rs. 582.09 lacs for the previous financial year.

The Company continues to carry out infrastructure activities in various parts of the country.

SUBSIDIARY COMPANIES:

The Subsidiaries of your Company as on March 31,2012 were:

- Mahakaleshwar Knowledge Infrastructure Private Limited

- Metrotech Technology Park Private Limited

- Varahi Infrastructure Private Limited

As per the provisions of Section 212 of Companies Act, 1956 ('the Act'), the holding Company is required to attach the Balance Sheet of all the subsidiary companies in the Annual Report of the Holding Company.

Pursuant to the General Circular No. (s) 2/2011 and 3/2011 dated February 8, 2011 and February 21, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors of your Company have given their consent for not attaching the balance sheets of all its subsidiaries along-with the Annual Report of the Company.

As the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet, the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Audited Consolidated Financial Statements of your Company along-with the Auditors' Report have been annexed to this Annual Report. Further, The Financial information for each subsidiary, as per the requirement of the said Circular, is annexed to the Consolidated Financial Statements.

DIRECTORS:

During the year under review, Mr. J. Alexander and Mr. V. Ramanan have been appointed as Additional Directors of the Company by the Board of Directors on August 3, 2012 and August 14, 2012 respectively, who shall hold office upto the date of the ensuing Annual General Meeting.

The Company has received notices in writing from members under Section 257 of the Companies Act, 1956 alongwith a refundable deposit of Rs 500/- each, proposing the candidature of Mr. J. Alexander and Mr. V. Ramanan for the office of Director of the Company. Taking into consideration the vast experience and expertise of Mr. J. Alexander and Mr. V. Ramanan, the Board recommends their appointment as a Director of the Company at the ensuing Annual General Meeting.

Mr. Bhavesh Gandhi, and Mr. C.S. Sanghavi, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

A brief profile of all these Directors containing details of their qualifications, expertise, other directorships, committee memberships etc. have been given in the notice of the ensuing Annual General Meeting.

Tenure of Mr. MP. Vora, as Managing Director of the Company was completed on May 31, 2012. However, he continues to be the director of the Company. Further, Mr. S. Sundar, Mr. Dinkar Samant, Mr. Ajai Vikram Singh, Mr. A. Prasad and Mr. K.R. Chabria resigned with effect from June 25, 2012, April 27, 2012, June 25, 2012, July 19, 2012 and July 23, 2012 respectively.

The Board places on record its appreciation for the valuable contributions made by the Directors during their tenure.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public or shareholders during the year.

CORPORATE GOVERNANCE:

As required by Clause 49 of the Listing Agreements entered into by your Company with the National Stock Exchange of India Limited and The Calcutta Stock Exchange Limited, a detailed Report on Corporate Governance is included in the Annual Report. The Company has obtained a Certificate from Mr. Virendra G. Bhatt, Practising Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement which is annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is also annexed to this Report.

LISTING AGREEMENT COMPLIANCES:

The Company's equity shares are listed on the National Stock Exchange of India Limited ('NSE') and on The Calcutta Stock Exchange Limited ('CSE').

The Company has paid the annual listing fees for the year 2012-13 and has complied with the conditions of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors further report that:

In terms of Section 217(2AA) of the Companies Act, 1956, the Directors would like to state that:

1) in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed alongwith proper explanation relating to the material departures;

2) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit or loss of the Company for that year;

3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Bharat Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue.

The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits mentioned under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

AUDITOR'S REPORT:

The Auditor's Report to the Shareholders on the Accounts of the Company for the financial year ended March 31, 2012, is self-explanatory.

INTERNAL AUDITORS:

M/s. RSVA & Co. Chartered Accountants, Mumbai 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.

AUDIT COMMITTEE:

The composition of the Audit Committee is in compliance with Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The Audit Committee was re-constituted on August 3, 2012 and further on August 14, 2012. The present Audit Committee comprises of Mr. J. Alexander as Chairman and Mr. S. A. Peeran, Mr. V. Ramanan and Mr. CS. Sanghavi as Members. The Audit Committee has reviewed the Annual Accounts for the year ended March 31, 2012, annexed to this Report.

PARTICULARS OF EMPLOYEES:

During the financial year under review, none of the employees of the company is covered under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

PERSONNEL:

The personnel relations of the Company remained cordial and peaceful throughout the year.

ENERGY / TECHNOLOGY / FOREIGN EXCHANGE:

Information in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is provided hereunder:

Conservation of Energy: Not Applicable

Technology absorption: Nil

Foreign Exchange Earnings: Nil

Foreign outgo during the year under review is Rs. 91.44 Lacs.

GREEN INITIATIVES IN CORPORATE GOVERNANCE:

The 'Green Initiative in Corporate Governance' programme was introduced by the Ministry of Corporate Affairs vide Circulars 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011, respectively, whereby Companies are permitted to send notices, documents including Annual Report, etc. in electronic mode. This reduces paper consumption to a great extent and allows Members to contribute towards a Greener Environment.

In this regard, Company had already issued a letter to all the Members giving them an advance opportunity to register their email address (and changes therein from time to time) with the Company so that the documents can be sent to them in the electronic mode. Accordingly, the Company has arranged to send the so fit copies of these documents to the e-mail address of Members, wherever applicable. In case any of the Members would like to receive physical copies of these documents, the same shall be forwarded, free of cost, on written request to the Registrar and Share Transfer Agent of the Company i.e., Link Intime India Private Limited.

APPRECIATION:

Your Directors thank all the employees of the Company, the Bankers, the Clients, and Vendors and the Governmental Authorities for their support during the year under review and look forward to their continued support in the future.

For and on behalf of the Board

Place: Mumbai CS. Sanghavi J. Alexander

Date: August 14, 2012 Director Director


Mar 31, 2011

The Directors have pleasure in presenting the 28th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The financial results for the year ended March 31, 2011 are as following: -

Rs. In Lakhs

2010-2011 2009-2010

Net Income 28572.35 16108.30

Less Expenditure 27669.79 15399.47

Profit before Depreciation & Taxation 902.57 708.83

Less Depreciation 29.50 37.72

Operating Profit 873.07 671.11

Provision for Tax / Deferred Tax 290.98 112.05

Profit after Tax 582.09 559.06

Balance carried forward to Balance Sheet 1446.13 1051.90

Consolidated Profit after Tax (266.56) 559.67

DIVIDEND

Your Directors recommend a dividend of Rs. 1.50 (Rupee One and Fifty Paisa) per equity share of Rs. 10.00 each equivalent to 15% (Fifteen percent) on the paid up equity share capital of the Company for the year ended March 31, 2011 subject to the approval of the shareholders at the Annual General Meeting. The dividend will be paid in compliance with applicable regulations.

REVIEW OF OPERATIONS

The Companys income increased from Rs. 16108.30 lacs in the previous year to Rs. 28572.35 lacs in the year under review and the Company made Profit before Tax of Rs. 873.07 lacs as compared to Profit before Tax of Rs. 671.11 lacs in the previous year. The Company continues to carry out infrastructure activities in various parts of the country.

SUBSIDIARY COMPANIES

The Subsidiaries of your Company as on March 31, 2011 were

- Metrotech Technology Park Private Limited

- Mahakaleshwar Knowledge Infrastructure Private Limited

- Varahi Infrastructure Private Limited

During the year, Mahakaleshwar Knowledge Infrastructure Private Limited and Varahi Infrastructure Private Limited have become subsidiaries of your Company.

As per the provisions of section 212 of Companies Act, 1956 ("the Act"), the holding Company is required to attach the Balance Sheet, P& L a/c, Directors Report, a statement of the holding companys interest in the subsidiary and report of auditors of all the subsidiary companies in the Annual Report of the Holding Company. However the Government of India, through its General Circular No: 2/2011 dated February 08, 2011 (the circular) granted general exemption for the said section 212 of the Act, that the above said provisions shall not apply in relation to subsidiaries of those companies which fulfill the conditions mentioned in the said circular.

Board of Directors by passing the resolution in the meeting held on May 30, 2011 availed the above exemption granted under the circular.

The Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri Nikhil Gandhi, Shri. A. Prasad and Shri S.A Peeran Directors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

The Board recommends their re-appointment.

Shri. M.P. Vora was appointed as Additional Director and Managing Director on February 14, 2011 and his appointment as Director and Managing Director is to be confirmed by shareholders in the Annual General Meeting.

A brief resume of the said Directors is provided in the notice convening the Annual General Meeting.

Shri. Chetan Kothari has tendered his resignation from the post of Directors w.e.f. February 14, 2011. The Board places on record the valuable contribution made by him during his tenure as Director of the Company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and the Certificate confirming the compliance with Clause 49 of the listing agreement are included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement is also annexed to this Report.

LISTING AGREEMENT COMPLIANCES

The Companys equity shares are listed on the National Stock Exchange of India Ltd. (NSE) and on the Calcutta Stock Exchange Association Ltd. (CSE).

The Company has paid the annua! listing fees for the year 2011-12 and has complied with the conditions of the Listing Agreement.

DEPOSITS

The Company has not accepted any deposits from the public or shareholders during the year. DIRECTORS RESPONSIBILITY STATEMENT

Your Directors further report that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) The accounting policies selected have been applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs including its profit as at March 31, 2011;

(iii) Proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

INTERNAL AUDITORS

M/S RSVA & Co. Chartered Accountants, Mumbai have been appointed as Internal Auditors for conducting internal audit of the Company. The Internal Auditors independently evaluate the internal controls, monitor implementation of the accounting systems & procedures and the compliance of the statutory requirements. The Audit Committee of the Board of Directors periodically reviews the reports of the Internal Auditors.

AUDITORS

M/s Bharat Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act.

PARTICULARS OF EMPLOYEES

During the financial year under review none of the employees of the company are covered under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any reservations, qualification or adverse remark.

PERSONNEL

The personnel relations of the Company remained cordial and peaceful throughout the year.

ENERGY / TECHNOLOGY / FOREIGN EXCHANGE,

Your Companys operation during the year under review does not involve substantial energy consumption and technology absorption. Foreign exchange earning and outgo during the year under review are Nil.

APPRECIATION

Your Directors thank all the employees of the Company, the Bankers, the clients, vendors and Governmental Authorities for their support during the year under review and look forward to their continued support in the future.

For and on behalf of the Board

Place : New Delhi S. Sundar Date : July 7, 2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The financial results for the year ended March 31, 2010 are as following: -

Rs. In Lakhs

2009-2010 2008-2009

Net Income 16108.30 9680.70

Less Expenditure 15399.47 9156.97

Profit before Depreciation & Taxation 708.83 523.73

Less Depreciation 37.72 42.29

Operating Profit 671.11 481.44

Provision for Tax / Deferred Tax 112.05 146.00

Profit after Tax 559.06 335.44

Balance carried forward to Balance Sheet 433.82 184.58

Consolidated Profit after Tax 559.67 335.58

DIVIDEND

Your Directors recommend a dividend of Re. 1.00 (Rupee One) per equity share of Rs. 10.00 each equivalent to 10% (Ten percent) on the paid up equity share capital of the Company for the year ended March 31, 2010 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations.

REVIEW OF OPERATIONS

The Companys income increased from Rs. 9680.70 lacs in the previous year to Rs. 16108.30 lacs in the year under review and the Company made Profit before Tax of Rs. 671.11 lacs as compared to Profit before Tax of Rs. 481.44 lacs in the previous year. The Company continues to carry out infrastructure activities like site development in various parts of the country.

SUBSIDIARY COMPANY

The Annual Accounts of Metrotech Technology Park Private Limited, a Subsidiary Company, is annexed to form a part of this Annual Report.

The statement of financial information pursuant to section 212 of the Companies Act, 1956, regarding subsidiary companies forms part of this Annual Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Shri S. Sundar and Shri. Ajai Vikram Singh, Directors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Shri. Chetan Kothari, Whole Time Director, whose term expired on February 28, 2010 has been re-appointed as Whole Time Director designated as Executive Director w.e.f. March 01, 2010 is to be confirmed by shareholders in the Annual General Meeting.

Shri. C. S. Sanghavi was appointed as Additional Director and Whole Time Director on August 27, 2009 and his appointment as Director and Whole Time Director is to be confirmed by shareholders in the Annual General Meeting.

Shri. Dinkar Samant was appointed as Additional Director and Whole Time Director on August 27, 2009 and his appointment as Director and Whole Time Director is to be confirmed by shareholders in the Annual General Meeting.

A brief resume of the said Directors is provided in the notice convening the Annual General Meeting.

Shri. M. P. Vora and Shri Atul Kumar Shukla have tendered their resignation as Directors w.e.f. July 30, 2009 and Shri. Praveen Mohnot tendered his resignation as a Director w.e.f. September 23, 2009. The Board places on record its appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Directors Report and the Certificate confirming the compliance with Clause 49 of the listing agreement is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement is also annexed to this report.

LISTING AGREEMENT COMPLIANCES

The Companys equity shares are listed on the National Stock Exchange of India Ltd. (NSE) and on the Calcutta Stock Exchange Association Ltd. (CSE).

The Company has paid the annual listing fees for the year 2010-11 and has complied with the conditions of the Listing Agreement.

DEPOSITS

The Company has not accepted any deposits from the public or shareholders during the year.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors further report that:

(i) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) The accounting policies selected have been applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs including its profit as at March 31, 2010;

(iii) Proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

INTERNAL AUDITORS

M/S RSVA & Co. Chartered Accountants, Mumbai have been appointed as Internal Auditors for conducting internal audit of the Company. The Internal Auditors independently evaluate the internal controls, monitor implementation of the accounting systems & procedures and the compliance of the statutory requirements. The Audit Committee of the Board of Directors periodically reviews the reports of the Internal Auditors.

AUDITORS

M/s Bharat Shah & Associates, Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act.

AUDITORS REPORT

The Auditors Report to the Shareholders does not contain any reservations, qualification or adverse remark.

PERSONNEL

The personnel relations of the Company remained cordial and peaceful throughout the year.

The particulars required under Section 217(2A) of the Companies Act, 1956 are furnished in the Annexure attached to this Report.

ENERGY / TECHNOLOGY / FOREIGN EXCHANGE

Your Companys operation during the year under review does not involve substantial energy consumption and technology absorption. Foreign exchange earning are Nil and outgo during the year under review is Rs.46,000/-.

APPRECIATION

Your Directors thank all the employees of the Company, the Bankers, the clients and vendors, Governmental Authorities for their support during the year under review and look forward to their continued support in the future.



For and on behalf of the Board

Place: Mumbai S. Sundar

Date: June 15, 2010 Chariman

 
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