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Notes to Accounts of SKIL Infrastructure Ltd.

Mar 31, 2015

1.1 Right to Equity Shareholders :

The Company has only one class of Equity Share having par value of Rs.10 per share. Each Equity shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the Equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

1.2 In terms of the Scheme of Amalgamation and Arrangement of erstwhile SKIL Infrastructure Limited ("SKIL"), Horizon Country Wide Logistics Limited ("HCWLL") and Fast lane Distriparks & Logistics Limited ("FDLL") with Horizon Infrastructure Limited (name changed to SKIL or "the Company"), the Company had issued and allotted 20,58,31,232 equity shares of Rs. 10/- each fully paid up of the Company to the shareholders of erstwhile SKIL, HCWLL, FDLL. Consequent upon the said allotment, the paid up share capital of the Company has increased from Rs.1,074 Lacs only to Rs. 21,657.12 Lacs only during the financial year 2013-14. The Company has received listing approval from National Stock Exchange of India limited vide letter dated January 7, 2014 for the said shares.

1.3 Term loan from Bank / Financial Institution and Inter Corporate Deposits referred to above and Rs. 48,123.28 Lacs included in current maturities of long term debt in Note No. 9 are secured as under: i) Rs.11,000 Lacs from a Bank is secured by way of pledge of 171,33,846 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and further secured by way of Equitable mortgage of land owned by other Body Corporate. ii) Term loan of Rs. 8,790.02 Lacs from Bank is secured by :

- Exclusive pari passu charge on the entire moveable and immovable assets, current assets of the Company both present & future related to CFS project.

- Exclusive charge on immovable property of other body corporate.

- Pledge of 34,23,651 shares of Company held by others.

- First pari-passu charge on immovable property of subsidiary company.

- Corporate Guarantee given by subsidiary and other body corporate.

- Personal guarantee given by two Directors of the Company. iii) Term loan of Rs. 24,967.46 Lacs from a Banks are secured by :

- First pari-passu charge on the entire present & future project moveable and immovable assets and all right, title & interest of the SKIL (earlier transferor company 'FDLL') related to CFS Project of the Company.

- Second charge on present & future current assets of the Company ('FDLL').

- First pari-passu charge on immovable property of other body corporate, and further secured by personal guarantee given by a Director.

- Pledge of 60,18,075 shares of Company held by others.

- Corporate Guarantee given by subsidiary and other body corporate.

- Personal guarantee given by two Directors of the Company. iv) Term loan of Rs. 5,586.80 Lacs from Bank is secured by :

- First mortgage and charge on all immoveable and moveable properties of the Company (related to erstwhile Horizon Infrastructure Ltd), both present and future.

- Exclusive charge on immovable property of Subsidiary.

- Pledge of investment of Shares in Subsidiary.

- Personal guarantee given by Two Directors of the Company.

- Pledge of 13,22,764 shares of Company held by others.

v) Term loan of Rs. 17,500 Lacs from a Bank is secured by way of Equitable mortgage of land owned by other body corporate along with corporate guarantee given by the same Company. Further loan is secured by personal guarantee given by two Directors of the Company. vi) Rs. 23,000 Lacs from a Financial Institution is secured by way of pledge of 3,93,90,826 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and 3,12,11,384 shares of Company held by promoters. vii) Inter Corporate Deposit of Rs.16,999.85 Lacs is secured by way of pledge of 2,22,96,694 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and 1,56,66,820 shares of Company held by promoters and further secured by way of hypothecation of entire fxed assets of the company (earlier transferor company 'SKIL') & equitable mortgage of land owned by other Body Corporate. viii) Inter Corporate Deposit of Rs. 251.56 Lacs is secured by way of pledge of 1,06,00,093 shares of Company held by promoters of Company.

1.4 Rs. 2,500.00 lacs from a Bank is secured by way of pledge of 25,00,000 shares of the Company held by promoter and further secured by mortgage of land owned by a subsidiary and other Body Corporate and certain unquoted investment of the Company.

1.5 Rs. 10,300.00 Lacs from a Financial Institution is secured by way of pledge of 2,15,62,045 shares of Pipavav Defense and Offshore Engineering Co. Ltd. held by Company and its Subsidiary Company and 1,76,66,821 shares of the Company held by promoters.

1.6 Term loan of Rs. 1612.25 Lacs are secured by way of pledge of 10,57,500 shares of Pipavav Defense & Offshore Eng. Co. Ltd. held by Company and further secured by equitable mortgage of land owned by other Body Corporate.

1.7 Term Loans from Bank, Financial Institution and Inter Corporate Deposits referred to above are guaranteed by one of the Directors of the Company in his personal capacity.

1.8 As on March 31, 2015, the Company has overdue of Rs. 10,529 lacs and Rs. 876.88 lacs towards principal and interest amount respectively.

1.9 Vehicles Loans referred to above and Rs.11.38 Lacs included in current maturities of long term debts in Note No.9 are secured by way of the hypothecation of the specific vehicles financed. The loans are repayable in 36 to 60 monthly installments (Including interest) as per repayment schedule.

1.10 As on March 31, 2015, the Company has overdue of Rs. 2,751.56 Lacs and Rs. 2,054.57 Lacs towards principal and interest amount respectively.

(Rs, in Lacs) 4.2 Term Loans from a Bank, a Financial Institution and Inter Corporate Deposits referred to above and Rs. 4,81,23.28/- lacs included in current maturities of long term debts in Note No. 9 are guaranteed by one of the Directors of the Company in his personal capacity, carry interest rates ranging from 13.00% to 17.50%. and are to be repaid as under :

- Other than internally generated

# Deductions / Adjustments

1. During the year, the Company has changed Method of Depreciation from Written Down Value (WDV) Method to Straight Line Method (SLM) (Refer Note No. 1.4). As a result of which, there is a Gain on Revaluation of Fixed Assets of Rs. 270.46 lacs which is added to the Gross Block and has been credited to Profit & Loss Account. Consequent to this change, the depreciation charge for the year is higher by Rs.64.06 lacs and the loss for the year is higher by 0.36%.

2. During the year, fixed assets costing Rs. 88.04 lacs were sold which are deducted from the Gross Block.

3. Residual value in fixed assets whose useful life had become NIL and residual value in the fixed assets of assets sold during the year totaling to Rs. 8.06 lacs were written off which are deducted from the Gross Block.

Consequent to the applicability of the Companies Act, 2013 ('the Act') to accounting periods commencing on or after 01st April, 2014, the Company has computed the depreciation charge for the year with reference to the estimated useful lives of the Fixed Assets as prescribed in Schedule II of the Act. As a result of this change, the carrying value (net residual value) of Rs. 102.19 lacs of Assets whose remaining useful life is NIL as at 1st April, 2014, has been recognized in the opening balance of retained earnings.

2.1 Details of shares pledged :

(a) Investment in Everson Education Limited includes 33,56,591 (Previous Year 40,00,000) shares pledged with the lenders of subsidiaries of an associate.

(b) Investment in Pipavav Defense and Offshore Engineering Co.Ltd. includes

- 12,16,50,500 ( Previous Year 12,16,50,500) shares pledged with the lenders of an associate of the Company,

- 8,63,45,374 shares pledged with lenders of the Company and 56,60,048 shares pledged with the lenders of a subsidiary 'SKIL Shipyard Holdings Pvt. Ltd.' (Previous year 8,79,26,740 shares were pledged with lenders of the Company and a Subsidiary Company)

- 3,56,12,726 (Previous Year 3,80,20,957) shares pledged with lenders of subsidiaries of an associate Company.

(c) Certain Investment in Unquoted Equity shares of Subsidiary / Associates & other companies are under pledge / negative lien with the lenders.

NOTE - 3.

The Scheme of Amalgamation and Arrangement between the Three Transferor Companies namely 1) SKIL Infrastructure Limited (SKIL), 2) Horizon Countrywide Logistics Limited (HCWLL), 3) Fast lane Distripark and Logistics Limited (FDLL) and Transferee Company namely Horizon Infrastructure Limited had been approved by Hon'ble Bombay High Court u/s 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 on September 20, 2013 and upon necessary fling with the Registrar of Companies on September 28, 2013, the scheme became effective, consequently the merger of Transferor Companies into Transferee Company becomes effective from the appointed date of April 01, 2011 and hence this merged statement of accounts had been prepared for financial year 2012-2013 and onwards. Pursuant to the Scheme, the Registrar of Companies, Mumbai, Maharashtra has sanctioned the change of the name of the Company from " Horizon Infrastructure Limited" to "SKIL Infrastructure Limited" vide fresh Certificate of Incorporation dated January 22, 2014.

NOTE - 4.

In terms of the Scheme, the entire business and the whole of the undertaking of SKIL, HCWLL and FDLL, as a going concern stands transferred to and vested in the Company with effect from April 01, 2011, being the Merger Appointed Date. In consideration of the amalgamation of SKIL, HCWLL and FDLL with the Company, the Company issued 205,831,232 Equity Shares of Rs. 10/- each fully paid-up in the Company, aggregating to Rs. 20,583.12 Lacs in the following ratio :

(i) 174,358,814 Equity Shares of Rs. 10/- each to the shareholders of SKIL in the ratio of 11 Equity Shares of Rs. 10/- each of the Company for every 19 Equity Shares of Rs. 10/- each held by the Shareholders in SKIL;

(ii) 20,060,249 Equity Shares of Rs. 10/-each to the shareholders of HCWLL in the ratio of 10 Equity Shares of Rs. 10/- each of the Company for every 68 Equity Shares of Rs. 10/- each held by the Shareholders in HCWLL; and

(iii) 11,412,169 Equity Shares of Rs. 10/- each to the Shareholders of FDLL in the ratio of 10 Equity Shares of Rs. 10/- each of the Company for every 65 Equity Shares of Rs. 10/- each of the Company held by the Shareholders in FDLL.

Accounting for Amalgamation

The amalgamation of SKIL, HCWLL and FDLL with the Company is accounted for on the basis of the Purchase Method as envisaged in the Accounting Standard (AS) - 14 on Accounting for Amalgamations specifed in the Companies (Accounting Standard) Rules, 2006 and in terms of the scheme, as below :

- all the assets and liabilities of all three transferor companies are valued at their fair value as Board of Directors had decided to follow Amalgamation in nature of Purchase Method and merged with assets and liabilities of transferee company. Suitable effect is given for following uniform accounting policies and methods.

- Aggregate excess of the value of net assets determined as per above, over the shares to be issued and allotted to share-holders of the transferor companies pursuant to the scheme, loss of the transferor companies and stamp duty and other cost incurred towards the scheme is adjusted by transferee company to capital reserve account. The loss of the transferor companies if any upto effective date shall also be adjusted to the capital reserves as mentioned in the Scheme of Amalgamation and Arrangement.

- The holding of SKIL in HCWLL and HCWLL in FDLL stand transferred to HCWLL and FDLL trust respectively from the effective date and the said trusts shall be allotted shares as per the exchange ratio.

- The inter company balances and transactions stood cancelled.

As at 31st March 2015, the Company has Net Deferred Tax Assets of Rs. 28.84 Lacs (Previous Year Rs. 2.61 Lacs). In the absence of virtual certainty that sufficient future Taxable Income will be available against which Deferred Tax Assets can be realized, the same has not been recognized in the books of account in line with Accounting Standard 22 dealing with accounting for Taxes on Income.

NOTE - 5.

RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with related parties as defned in the Accounting Standard are given below: a. List of related parties where control exists and related parties with whom transaction have taken place and relationships:

Name of the Related Party Relationship

SKIL-Himachal Infrastructure & Tourism Limited

SKIL Shipyard Holdings Private Limited

SKIL Karnataka SEZ Limited

SKIL (Singapore) Pte Limited of Singapore

Pipavav Electronic Warfare Systems Private Limited

(Earlier known as SKIL Strategic Deterrence Systems Pvt. Ltd.)

Energy India Corporation Limited

SKIL Advanced Systems Private Limited

Chiplun FTWZ Pvt. Ltd.

Metrotech Technology Park Pvt. Ltd. Subsidiaries

Jansampada Engineering Company Pvt. Ltd. (Earlier known as

Jansampada Infraprojects Pvt. Ltd.)

SKIL Midivisana Engineering Private Limited

SKIL Vision Aerial Solutions Private Limited

Navi Mumbai SMART CITY Infrastructure Pvt. Ltd.

(Earlier known as Mahakaleshwar Knowledge Infrastructure Pvt. Ltd.)

Pipavav Aero Infrastructure Pvt. Ltd.

Gujarat-Dwarka Portwest Company Limited

(Earlier known as Gujarat Positron Port Co. Ltd)

Pipavav Defense and Offshore Engineering Company Limited

Associates Urban Infrastructure Holding Private Limited

Sohar Free Zone LLC

Joint Venture

Mr. Nikhil P. Gandhi

Mr. Ajay Khera

Mr. Sudipan Bhaduri Key Management Personnel (KMP)

Mr. Nilesh Mehta

Mr. Bhavesh P. Gandhi

Pipavav Marine Offshore Limited

Matushree Nirmalaben Gandhi Charitable Foundation

Grevek Investments and Finance P. Ltd.

Rhett Infra projects Pvt.Ltd. Enterprises over which Key Management Personnel

Awaita Properties Pvt. Ltd. are able to exercise significant influence

M/s Metropolitan Industries

Pipavav Engineering & Defiance Services Ltd

E Complex Pvt. Ltd.


Mar 31, 2014

NOTE - 1

CONTINGENT LIABILITIES AND COMMITMENTS

Particulars 2013-2014 2012-2013

a. Contingent Liabilities (To the extent not provided for): (No Cash Out Flow is expected)

(i) Corporate guarantees given to Bank/Financial Institutions for borrowings taken by

-Joint Venture - -

-Others 927,197.00 889,437.39

(ii) Income Tax Demands not acknowledged as debts 2,716.08 1,143.59

b. Uncalled liability on partly paid-up share 4.00 4.00

c. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Accounts and not provided for (Net of Advances) as at 31st March, 2014 is Rs. 855.73 Lacs (Previous yearRs. 1015.26 lacs). (Cash fow is expected on execution of such Capital Contracts on Progressive basis).

NOTE - 2

The Scheme of Amalgamation and Arrangement between the Three Transferor Companies namely 1) SKIL Infrastructure Limited (SKIL), 2) Horizon Countrywide Logistics Limited (HCWLL), 3) Fastlane Distripark and Logistics Limited (FDLL) and Transferee Company namely Horizon Infrastructure Limited had been approved by Hon''ble Bombay High Court u/s 391 to 394 read with sections 78, 100 to 104 of the Companies Act, 1956 on September 20, 2013 and upon necessary fling with the Registrar of Companies on September 28, 2013, the scheme became effective, consequently the merger of Transferor Companies into Transferee Company becomes effective from the appointed date of April 1, 2011 and hence this merged statement of accounts had been prepared for financial year 2012-2013 and onwards. Pursuant to the Scheme, the Registrar of Companies Mumbai, Maharashtra has sanctioned the change of the name of the Company from " Horizon Infrastructure Limited" to "SKIL Infrastructure Limited" vide fresh Certifcate of Incorporation dated January 22, 2014.

Note - 3

In terms of the Scheme, the entire business and the whole of the undertaking of SKIL, HCWLL and FDLL, as a going concern stands transferred to and vested in the Company with effect from April 01,2011 , being the Merger Appointed Date. In consideration of the amalgamation of SKIL, HCWLL and FDLL with the Company, the Company issued 205,831,232 Equity Shares ofRs. 10/- each fully paid-up in the Company, aggregating to Rs. 2,058,312,320 in the following ratio : (i) 174,358,814 Equity Shares ofRs. 10/- to the shareholders of SKIL in the ratio of 11 Equity Shares ofRs. 10/- each of the Company for every 19 Equity Shares ofRs. 10/- each held by the Shareholders in SKIL; (ii) 20,060,249 Equity Shares ofRs. 10/- to the shareholders of HCWLL in the ratio of 10 Equity Shares ofRs. 10/- each of the Company for every 68 Equity Shares ofRs. 10/- each held by the Shareholders in HCWLL; and (iii) 11,412,169 Equity Shares ofRs. 10/- to the Shareholders of FDLL in the ratio of 10 Equity Shares ofRs. 10/- each of the Company for every 65 Equity Shares of Rs. 10/- each held by the Shareholders in FDLL.

Accounting for Amalgamation: The amalgamation of SKIL, HCWLL and FDLL with the Company is accounted for on the basis of the Purchase Method as envisaged in the Accounting Standard (AS) - 14 on Accounting for Amalgamations specified in the Companies(Accounting Standard) Rules 2006 and in terms of the scheme, as below : - all the assets and liabilities of all three transferor companies are valued at their fair value as Board of Directors had decided to follow Amalgamation in nature of Purchase Method and merged with assets and liabilities of transferee company. Suitable effect is given for following uniform accounting policies and methods. -Aggregate excess of the value of net assets determined as per above, over the shares to be issued and allotted to share-holders of the transferor companies pursuant to the scheme, loss of the transferor companies and stamp duty and other cost incurred towards the scheme is adjusted by transferee company to capital reserve account. The loss of the transferor companies if any upto effective date shall also be adjusted to the capital reserves as mentioned in the Scheme of Amalgamation and Arrangement. - The holding of SKIL in HCWLL and HCWLL in FDLL stand transferred to HCWLL and FDLL trust respectively from the effective date and the said trusts shall be allotted shares as per the exchange ratio. - The inter company balances and transactions stood cancelled.

Note - 4

RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with related parties as Defined in the Accounting Standard are given below: a. List of related parties where control exists and related parties with whom transaction have taken place and relationships: Name of the related Party I Relationship

SKIL Himachal Infrastructure & Tourism Limited

SKIL Shipyard Holdings Private Limited

SKIL Karnataka SEZ Limited

SKIL Singapore Pte Limited of Singapore

Pipavav Electronic Warfare Systems Private Limited

(Formerly known as SKIL Strategic Deterrence Systems Pvt. Ltd.)

Energy India Corporation Limited

SKIL Advanced Systems Private Limited

Chiplun FTWZ Pvt. Ltd. Subsidiaries

Metrotech Technology Park Pvt. Ltd.

Jansampada Engineering Compnay Pvt. Ltd. (Formerly known

as Jansampada Infraprojects Pvt. Ltd.

SKIL Midivisana Engineering Private Limited

SKIL Vision Aerial Solutions Private Limited

Mahakleshwar Knowledge Infrastructure Pvt. Ltd.

Pipavav Aero Infrastructure Pvt. Ltd.

Gujarat Positra Port Company Limited

Pipavav Defence and Offshore Engineering Company Limited

Urban Infrastructure Holding Private Limited Associates

Metropolitan Industries

Sohar Free Zone LLCJoint Venture_

Mr.Nikhil P. Gandhi

Mr.Bhavesh P.Gandhi

Key Management Personnel (KMP) Mr. Ajay Khera

Mr. C.S.Sanghavi

Matushree Nirmalaben Gandhi Charitable Foundation

Grevek Investment & Finance P. Ltd.

Enterprises over which Key Management Personnel are able to Rhett Infraprojects Pvt.Ltd.

EXERCISE signifIcant INFUENCE. Awaita Properties Pvt. Ltd.

E-Complex Pvt. Ltd.

Note - 5

SEGMENT INFORMATION:-

The Company is mainly engaged in Infrastructure activity in India. All the Activities of the Company revolve around this main Business as such there are no separate reportable Segments as per Accounts Standard on Segment Reporting.

NOTE-6

Previous year figures are regrouped, rearranged and reclassified wherever necessary


Mar 31, 2013

NOTE-1

E Rxepgiestnerdeitur e in fF thoereign of the Comp y is R 4s8 .Nil. (bPefrevious Year Rs. 91,43,530/-)

NOTE-2

Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business. As such there are no separate reportable segments as per accounting standard on segment reporting (AS - 17)

, BankN SOtreTeEt C-2ro9ss Lane, Fort, Mumbai 400 023. ance Slip and hand it over at the entrance of the meeting hall)

There are no outstanding dues to small-scale industrial undertakings in excess of Rs. 1 Lacs which are outstanding for a period

General Meeting of the Shareholders of the Company being held on Monday, Club Suitem, oRroeya tl hBaonmboany eYamchot nCtlhub., Chhatrapati Shivaji Maharaj Marg,

NOTE-3

ead of shareThhoeldeBr)oard of Directors of the Company at its meeting held on September 10, 2012, inter–alia, have approved the Scheme of Amalgamation and Arrangement between SKIL Infrastructure Limited ("SKIL"), Horizon Country Wide Logistics Limited ("HCWLL") and Fastlane Distriparks & Logistics Limited ("FDLL") (hereinafter collectively referred to as the "Transferor Companies") with Horizon Infrastructure Limited ("HIL"/"Transferee Company"), (hereinafter referred to as the "Scheme") under section 391 to 394 r TeEaAdR wHEithRE sections 78, 100 to 104 of the Companies Act,1956. The appointed date of the scheme is April 01, 2011.

The shareholders of SKIL, HCWLL, FDLL and HIL and secured creditors of SKIL and HIL have approved the Scheme at their respective Court Convened Meetings held on January 21, 2013. The Company has fled the Petition for the requisite approval before the Hon''ble High Court of Judicature at Bombay on February 2, 2013 and the said Petition was admitted on February 22, PRO2X01Y3 F aOnRd Mi s pending for disposal. Accordingly, the effect of Amalgamation and arrangement is not considered in these accounts. on InNfOrTaEs-t3ru2cture Limited 09, Bank Street Cross Lane, Fort, Mumbai 400 023.

There is no other information which is required to be disclosed under para (3) & (4) of part II of Schedule VI of Companies Act, 1956.No. of Shares held Client Id.

NOTE-4

Previous year''s fgures have been reworked, regrouped, rearranged and reclassifed wherever necessary. being a member/members of Horizon Infrastructure Limited


Mar 31, 2011

1) Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business.

As such there are no separate reportable segments as per accounting standard on segment reporting (AS- 17).

2) There are no outstanding dues to small-scale industrial undertakings in excess of Rs.1 Lacs which are outstanding for a period more than one month.

3) Previous years figures have been reworked, regrouped, rearranged & reclassified wherever necessary.


Mar 31, 2010

1) Preliminary Expenses :

Preliminary expenses are amortized over a period of 10 years.

2) Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business.

As such there are no separate reportable segments as per accounting standard on segment reporting (AS - 17).

3) The Company had issued 5,00,000 equity shares @ Rs. 10 each in the year 1997 as per price prevailing on the Calcutta Stock Exchange, but as per the preferential guidelines dated 4th August, 1994, the issue price should be Rs. 33/- per equity share (the price prevailing on National Stock Exchange). The company had collected an amount of Rs. 1,15,00,000/- being a difference of Rs. 23/- per equity share on total 5,00,000 equity shares. The same is transferred to Capital Reserve.

4) As per accounting standard 18, disclosures of the transactions with related parties as defined in the Accounting Standard are given below.

(i) List of related parties with whom transaction has taken place.

Sr. No. Name of the related party Nature of relationship

1 Metrotech Technology Park Private Limited Subsidiary

2 Starwort Engineers Private Limited Associate

3 Awaita Properties Private Limited Associate

4 Gujarat Positra Port Company Limited Associate

5 SKIL Himachal Infrastructure & Tourism Limited Associate

6 SKIL Infrastructure Limited Associate 7 Grevek Investment & Finance Private Limited Associate

5) During the year the company had taken Unsecured Loan (Quasi-Equity) of Rs. 40 crores from an Associate Company.

6) There are no outstanding dues to small-scale industrial undertakings in excess of Rs.1 Lacs which are outstanding for a period more than one month.

7) Previous years figures have been reworked, regrouped, rearranged & reclassified wherever necessary.

 
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