Directors Report of Skyline Millars Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 95th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results

The Company's performance during the year ended 31st March, 2015 as compared to the previous financial year, is summarized below:

PARTICULAR F.Y. 2014-15 F.Y. 2013-14 (Rs. in lacs) (Rs. in lacs)

Revenue from Operations (Net) 617.27 1,443.11

Other income 68.76 125.67

Total Revenue 686.03 1,568.78

Profit/Loss before finance cost, Depreciation, Exeptional items and Taxation (247.54) 84.41

Less: Finance Cost 83.76 25.13

Less: Depreciation & Amortisation 103.45 37.20

Profit before exceptional items and Taxation (434.75) 22.08

Less: Exeptional Items - -

Profit Before Tax MAP (434.75) 22.08

Less: Current Taxes - -

Less: Deferred Tax 42.44 53.39

Profit After Tax (477.19) (31.31)

Add: Surplus in Statement of Profit & Loss at the beginning of the year.

after adjustments 2045.33 2,052.04

Add: Mat Credit entitlement - 26.71

Amount available for appropriations 1568.14 2,047.44

Transferred to General Reserves - -

Profit and Loss Balance Carried Forward 1568.14 2047.44

b. OPERATIONS:

During the year under review your Company's Sales and Other income was Rs. 686.03 lacs as against Rs.1,568.78 Lacs for the previous year, a decline of 56.27%.

Revenue from Construction Equipment Division for the financial year ending 31st March, 2015 was Rs.160.11 lacs as against Rs.306.71 lacs for F. Y 2013-14.

Revenue from Pre-Cast Pipes Division for the financial year ending 31st March, 2015 was Rs. 252.82 lacs as against Rs. 42.28 lacs for F.Y. 2013-14.

Revenue from the Real Estate Division was Rs.204.34 lacs for the financial year ending 31st March, 2015 as against Rs1,094.11 lacs for F. Y 2013-14.

Your Company has incurred a pre-tax loss of Rs. 434.75 lacs during the financial year ending 31st March, 2015 as compared to the pre-tax profit of Rs. 22.08 lacs in the previous financial year, this significant decline was due to general slowdown in the infrastructure sector affecting adversely all the business segments of the Company.

The delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues. Further increased capital investments during the F.Y. 2013-14 in Wada unit and change in the Depreciation policy as per Schedule II of the Companies Act, 2013 has also accentuated the losses.

The increased depreciation caused an additional deferred tax provision thereby enhancing the post-tax loss to Rs. 477.19 lacs for the financial year ending 31st March, 2015.

The Earning Per Share (EPS) of the Company is Rs. (1.19) as compared to (0.08) paise of the previous year. Due to economic slowdown, external factors remained challenging, inflationary pressures impacted the demand resulting in overall decline in the operations of your Company.

The Company continues to be engaged in the activities pertaining to Construction Equipment, Real Estate and Pre-cast Pipes. There was no change in nature of the business of the Company, during the year under review.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

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

d. DIVIDEND:

Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

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

f. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Your Company has received an arbitration award dated 7th July, 2015 in the case of claim made against the Company by the Director General of Border Road, (DGBR) Government of India. The matter pertains to supply of two Hot Mix Plants by the Company to DGBR in the year 1998. DBGR had made a claim of Rs. 3,14,72,636/- alleging supply of defective plants. The matter was referred to arbitration in 2001. The sole arbitrator has given an award dated 7th July, 2015. By this award, the Company is required to pay to DGBR claim of Rs. 61,80,438/- and Rs. 63,12,008/- by way of interest and Rs. 6,69,250/- by way of Cost of arbitration proceedings. The said aggregate amount of Award of Rs. 1,31,61,696/- is to be paid within 4 months from receipt of copy of this award. On failure to pay, Company shall be liable to pay interest on this awarded amount @ 9% per annum simple from the date of the award. Upon receipt of the said amount, DGBR is required to return the said two Hot Mix Plants to the Company. Towards this claim of DGBR, the Company has shown in its Financial Statement for the financial year ended 31st March, 2015 contingent liability of Rs. 3,14,72,636/- including the amount of award. On the basis of opinion from Company's legal advisors, the Company intends to challenge the said award in the High Court.

The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders passed by the Sales Tax Officer under BST Act, 1959 and CST Act, 1956 for the financial years 2001-02 to 2004- 05. As per the legal opinion received from the tax consultants, the Company has already filed appeals disputing the said demands including interest and penalty. Taking into account the advice received from the tax consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in the accounts for the financial year ended 31st March, 2015.

h. INTERNAL FINANCIAL CONTROLS:

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

i. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with roeml anteibdu ps aarptiperso wv ahlicsho agrreanotfeda faonrdes aeesatabtleem aenndt rgeipvienMt igtidveeA tnaaiPltsu or ef .a Tl l htera tnrsaancstaioctni os nws i tehntreerleadtedintpoa rptuierssuaarentp tloacthede before the Audit Committee for their review on a periodic basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com.

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer Note No. 13 of Notes to the Financial Statements).

1. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

Company has not given any loan, guarantee or provided any security or otherwise any financial assistance for the purpose of, or in connection with, purchase or subscription made or to be made, by any person of or for any shares in the company or in its holding company, and does not have any scheme relating thereto, so this disclosure is not applicable.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Anand J. Vashi, Independent Director and Chairman of the Company resigned from the Directorship of the Company w.e.f. 19th March, 2015 due to personal reasons.

Mrs. Soha S. Shirke (DIN: 07131309) was appointed as an additional Director of the Company on 26th March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received notice from shareholder(s) along with requisite deposit proposing the candidature of Mrs. Soha S. Shirke for appointment as Director at the ensuing Annual General Meeting.

Mr. Niranjan R. Jagtap (DIN: 01237606) was appointed as an additional Director of the Company on 6thAugust, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received notice from a member along with requisite deposits proposing the candidature of Mr. Niranjan R. Jagtap, for appointment as an Independent Director at the ensuing Annual General Meeting.

Mr. Ganesh R. Nalawade was appointed as Key Managerial Person designated as Company Secretary and Compliance officer of the Company in place of Mr. Dhawal J. Vora, Dy. G.M.Finance & Company Secretary who resigned with effect from 15th May, 2015.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel and Mr. Jatin V. Daisaria Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 4 times during the financial year ended 31st March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under.

The dates on which the Board of Directors met during the financial year under review are 28th May, 2014, 12th August, 2014, 12th November, 2014 and 3rd February, 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit/loss of the Company for that year;

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

d. the annual accounts of the Company have been prepared on a going concern basis;

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

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

c. nomination and remuneration committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act. The composition of the committee is as under:

1. Mr. Upen M. Doshi, Chairman, (w.e.f. 12th August, 2014)

2. Mr. Anand J. Vashi, Chairman, (up to 28th May, 2014 and Member up to 19th March, 2015)

3. Mr. Jatin V. Daisaria, Member

4. Mr. Shilpin K. Tater, Member

5. Mr. Vinod N. Joshi, Member (w.e.f. 3rd February, 2015)

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. audit committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Anand J. Vashi, Chairman, (up to 19th March, 2015)

2. Mr. Vinod N. Joshi, Member

3. Mr. Upen M. Doshi, Member and

4. Mr. Maulik H. Dave, Member

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

e. stakeholders relationship committMee: AP

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Anand J. Vashi, Chairman (up to 19th March, 2015), Mr. Vinod N. Joshi, Mr. Tarak A. Patel, Mr. Jatin V. Daisaria, and Mr. Upen M. Doshi.

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

f. vigil mechanism policy for the directors and employees:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

The Vigil Mechanism Policy as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not come within the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the rules framed there under.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

The Evaluation Criteria applied are:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors

- Performance as Team Leader/ Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct, Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

j. INTERNAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and Committee Meetings. Disclosures of Remuneration of KMP's and comparison of their remuneration with other employees and performance of the Company is given in ANNEXURE A.

l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:

None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2015:

The observations made by the Statutory Auditors in their report for the financial year ended 31st March, 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s H.S. Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s H.S. Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as

ANNEXURE B

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manubhai & Shah, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies Cost (Record and Audit) Rules as amended, Notification and Circulars issued by the Ministry of Corporate Affairs, Cost Audit is not applicable to the Company as Company does not comes with in the purview of threshold limits specified in the Rules.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached as ANNEXURE C which forms part of this Report.

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

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

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):

Directors of the Company are not paid any remuneration except sitting fees for attending the Board and Committee meetings, as such the disclosure as per Section II of Schedule V to the Companies Act, 2013 are not applicable.

6. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

3. Except as stated elsewhere in the Directors Report no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

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

For and on behalf of the Board of Directors

Vinod N. Joshi

Chairman

DIN: 01409387

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Mar 31, 2014

Dear members,

The Directors are pleased to present their ninety fourth annual report and the audited financial accounts for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

PARTICULARS F.Y. 2013-14 F.Y. 2012-13 (Rs. in lacs) (Rs. in lacs)

Revenue from Operation (Net) 1,443.11 2,510.30

Other Income 125.67 255.49

Total Revenue 1568.78 2,765.79

Profit before Finance costs, Depreciation, Exceptional Items and Taxation 84.41 515.82

Less : Finance Costs (25.13) (0.09)

Less : Depreciation and Amortisation (37.20) (19.35)

Profit before Exceptional Items and Taxation 22.08 496.36

Less : Exceptional Items - (8.00)

Profit Before Tax 22.08 485.36

Less : Current Taxes - (151.11)

Less : Deferred Tax 53.39 -

Profit After Tax (31.31) 337.25

Add : Surplus in Statement of Profit and Loss at the beginning of the year 2052.04 1,853.29

Add : Mat Credit Entitlement 26.71 -

Amount available for Appropriation 2,047.44 2,190.54

Appropriations:

Proposed Dividend - 80.45

Taxation on Proposed Dividend - 13.05

Transferred to General Reserve - 45.00

Profit & Loss Balance Carried Forward 2,047.44 2,052.04

PERFORMANCE OF THE COMPANY

During the year under review your Company''s Sales and Other income have declined by 43% as compared to the previous year to Rs.1,568 Lacs as against Rs. 2,765 Lacs.

Revenue from Construction Equipment Division for the financial year ended March 31, 2014 was Rs. 307 lacs against Rs. 440 lacs in F.Y 2012-13 and revenue from the Real Estate Division was Rs. 1,094 lacs for the financial year ended March 31, 2014 against Rs. 2,050 lacs in F.Y 2012-13.

Your Company''s Profit Before Tax decreased to Rs. 22 lacs during the financial year ended March 31, 2014 as compared to Rs. 488 lacs in previous year, a major decline due to slowdown in the operations.

Significant depreciation on Wada unit enhancing the provision for Deferred Tax has resulted in Loss After Tax of Rs. 31 lacs.

The Earning Per Share (EPS) of the Company is Rs. (0.08) ps as compared to Rs. 0.84 ps of the pervious year. Due to economic slowdown, external factors remained challenging, inflationary pressures impacted the demand resulting in overall decline in the operations of your Company.

DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2014.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

INVESTMENTS

Your Company''s total investment in listed equity shares, mutual funds & fixed deposits in Banks is amounting to Rs. 402 lacs as of March 31, 2014.

Your Company has acquired land admeasuring 8,295 sq. mtrs. for Rs. 461 lacs near our existing project at Karjat and plans to launch a residential project in near future.

CAPITAL EXPENDITURE

a) Wada Unit

During the year 2011-12, your Company had acquired industrial land admeasuring 51,759 sq. mtrs. at village Sapne Khurd, Taluka Wada, District Thane for a total cost of Rs. 279 lacs.

Your Company further invested Rs. 1,223 lacs on account of Plant & Machinery, Building and other infrastructure, aggregating capital expenditure of Rs. 1,502 lacs, for setting-up state-of-the-art facility for manufacture of pre-cast concrete pipes of diameter ranging from 300 mm dia to 2600 mm dia and manholes ranging from 1200 mm dia to 1500 mm dia.

The above capital expenditure has been financed partly by availing a Term Loan of Rs. 588 lacs from Bank of Maharashtra and the balance of Rs. 914 lacs from internal accruals and the same has been capitalized during the year under review. Out of the Term Loan, six quarterly instalments amounting to Rs. 140 lacs has been paid out of internal accruals and outstanding balance in Term Loan of Rs. 448 lacs as of March 31, 2014.

Commercial operations at Wada plant have started from December 1, 2013 and the new facility at Wada for production of higher diameter pipes has been fully stabilized. Upgraded technology deployed in this facility will result in improved quality and efficient cost of pipe production.

It is also planned to start manufacture of Manholes of 1200 and 1500 diameter from the second half of the current year.

The Company has taken adequate measures in ensuring efficient management of all resources and high level of operating efficiency.

Your Company has received license from Bureau of Indian Standards (B.I.S) for pre-cast concrete pipes for sizes ranging from 300 mm dia to 1800 mm dia.

b) Corporate Office at Vidyavihar (W)

Further, your Company has incurred a capital expenditure from internal accruals an amount of Rs. 129 lacs for acquisition of office at Skyline Wealthspace, Vidyavihar (W), Mumbai, which is used as a Registered & Corporate office of the Company.

GHATKOPAR RESIDENTIAL PROJECT

Your Company as a developer has constructed a residential building (known as Building no 4) with two wings having approximate F.S.I area of about 7,800 sq. mtrs. at our Ghatkopar Project site situated at Kurla - Kirol Road, Vidyavihar, Mumbai. During the year under review the construction of the same was duly completed and revenue has been accounted accordingly.

KARJAT RESIDENTIAL PROJECT, MAHARASHTRA

Your Company had acquired land in the year 2011 generating 8,044 sq. mtrs of FSI area in Karjat (outskirts of Mumbai) and had constructed one building (two wings) on the aforesaid land having 58 units has been completed during the year under review of which 51 units have been sold.

In the current financial year, your Company has started construction of one more building on the aforesaid land consisting of two wings having 42 units of which 7 units have been sold as on date.

DIRECTORS

Mr. Maulik H. Dave and Mr. Shilpin K. Tater retire by rotation at the ensuing Annual General Meeting and are proposed to be appointed as Directors.

Mr. Anand J. Vashi, Mr. Vinod N. Joshi and Mr Upen M. Doshi were appointed as Independent Directors of the Company liable to retire by rotation. However, as per Section 149 of the Companies Act, 2013, it is necessary to appoint these Directors as Independent Directors. The Company has received the requisite notices in writing from them, proposing their candidature of Mr. Anand J. Vashi, Mr. Vinod N. Joshi and Mr Upen M. Doshi for the office of Independent Directors.

The Company has received declarations from all the above named Directors confirming that they meet with the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013. Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the forthcoming Annual General Meeting.

The above appointments form a part of the Notice convening the forthcoming Annual General Meeting and the Resolutions are recommended for your approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, in terms of Section 217(2AA) of the Companies Act, 1956, the Directors state that: i) In the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

ii) That 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

AUDITORS

M/s. Shah & Co., Chartered Accountants, Mumbai, who retire at the conclusion of this Annual General Meeting of the Company and have expressed their inability to offer themselves for re-appointment. It is proposed by the Company, to appoint M/s Manubhai & Shah, Chartered Accountants, as Statutory Auditors of the Company. The Company has received a letter from the Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommends the appointment of M/s. Manubhai & Shah, Chartered Accountants, as Statutory Auditors to hold office for five years from the conclusion of this Annual General Meeting till the conclusion of the 99 Annual General Meeting of the Company (Subject to ratification of their appointment at every Annual General Meeting. Members are requested to consider and appoint M/s. Manubhai & Shah, Chartered Accountants, as the Statutory Auditors of the Company.

COST AUDITOR

Pursuant to the provisions of Section 148 (3) of the Companies Act, 2013, the Directors have appointed M/s. N.P.S & Associates, Cost Accountants, as the Cost Auditor of the Company to conduct an audit of the cost records maintained by the Company for the financial year 2014-15.

SECRETARIAL AUDIT

In pursuance of section 204 of the Companies Act, 2013, The Company has appointed M/s. H S Associates, Company Secretaries for auditing the secretarial and related records of the Company for the financial year 2014-15.

REPORT ON ENERGY CONSERVATION AND RESEARCH AND DEVELOPMENT ACTIVITIES

Information relating to energy conservation, foreign exchange earnings and outgo and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988, is given in the Annexure to the Directors'' Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES

There are no employees getting remuneration exceeding the prescribed limits, under section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENTS

The Board places on record its sincere appreciation for the dedicated services rendered by employees at all levels. Your Directors would like to express their grateful appreciation for the assistance and support extended by all customers, government authorities, Bank of Maharshtra, shareholders, suppliers and other business associates.



For and on behalf of the Board of Directors SKYLINE MILLARS LIMITED sd/- Anand J. Vashi (Chairman)

Mumbai, August 12, 2014.

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Mar 31, 2012

The Directors take pleasure in presenting the 92nd Annual Report on the business and operations of the Company together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

PARTICULARS F.Y. 2011-12 F.Y. 2010-11

(Rs. in lacs) (Rs. in lacs)

Revenue from Operation (Net) 2,575.15 2,895.98

Other Income 120.33 166.94

Total Revenue 2,695.48 3,062.92

Profit before Finance costs, Depreciation, Exceptional Items and Taxation 439.64 508.29

Less : Finance Costs (2.88) -

Less : Depreciation and Amortization (14.64) (16.00) Profit Before Tax 422.12 492.29

Less : Taxes (140.76) (182.00)

Profit After Tax 281.36 310.29

Add : Surplus in Statement of Profit and Loss at the beginning of the year 1,710.43 1,538.95

Amount available for Appropriation 1,991.79 1,849.24 Appropriations:

Interim Dividend - 80.45

Proposed Final Dividend 80.45 -

Taxation on Proposed Dividend 13.05 13.36

Transferred to General Reserve 45.00 45.00

Profit & Loss Balance Carried Forward 1,853.29 1,710.43

FINANCIAL REVIEW

Sales and other income for the year at Rs. 2, 695.48 lacs reflected a decrease of 12% over the previous year sales of Rs. 3,062.92 lacs. Revenue from Construction Equipment Division for the year were Rs. 813 lacs, a decrease of 23% over the previous year and revenue from the Real Estate Division were Rs. 1,750 lacs, a decrease of 4% over the previous year.

Profit After Tax decreased by 9% to Rs. 281 lacs from Rs. 310 lacs in the previous year resulting in Earning Per Share ofRs. 0.70 as compared toRs.0.77 of the previous year.

The business environment during the year remained challenging due to recessionary conditions in the economy leading to slowdown in demand in the second half of the year. High inflation resulted in increase in in put cost and other expenses which adversely impacted the overall profitability.

DIVIDEND

The Board of Directors is pleased to recommend the payment of dividend of Rs. 0.20 per Equity Share of Rs. 1 each for the financial year ended March 31, 2012, subject to the approval of the Members. The proposed dividend will absorb a sum ofRs. 80.45 lacs.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any public deposits. There was no amount on account of principal or interest on public deposits was outstanding as on March 31,2012.

INVESTMENTS

The Company's total investments in listed equity shares, mutual funds and fixed deposits in Banks amounted to Rs. 1,042 lacs as on March 31,2012.

During the year under review, Company has agreed to acquire 8,200 sq. mtrs. of land at Karjat out of internal accruals for development of residential project at Karjat, Maharashtra.

SIGNIFICANT EVENTS Manufacturing Division a. Umreth, Gujarat:

The Company's Umreth Plant for pre-cast concrete pipes has started operation from May, 2012. The Umreth plant manufactures pre-cast concrete pipes ranging from 150 mm dia to 600 mm dia. The initial response from the market was encouraging and the unit has a healthy order book.

The Company is in the process of shifting the manufacturing activities of Construction Equipment from Karamsad, Gujarat to the said new facility at Umreth, Gujarat as the lease of industrial plot of land at Karamshad expires in October, 2012. The Company has sold of its three heavy Industrial Sheds on the said lease land. The Company had rented out two of its industrial sheds to another Company and one shed was used for its own manufacturing activities.

b. Wada, Maharshtra:

The Company has acquired land at village Sapne Khurd, Taluka Wada, District Thane from its internal accruals to manufacture pre-cast concrete pipes of higher diameter ranging from 300 mm dia to 2,600 mm dia and pre-cast concrete manholes ranging from 1,200 mm dia to 1,500 mm dia.

There has been unavoidable delay in implementation of the said project. As on date, the necessary Plant & Machinery has been imported and the installation thereof will be carried out at the Industrial undertaking. The Company is working towards commencing commercial production during the financial year2012-13.

Real Estate Division a. Karjat Residential Project, Maharashtra:

The Company had acquired land generating 8,044 sq. mtrs. of F.S.I area for Rs.418 lacs in Karjat (outskirts of Mumbai) and launched a residential project in January, 2011. The 1st phase thereof has 160 units of 1 BHK and 2 BHK with all modern facilities mainly to cater the middle class urban population living in and around Mumbai. The initial response thereof is encouraging and 51 units out of 58 units opened for booking are already booked.

The Company is also in the process of acquiring additional piece and parcel of land admeasuring 3,705 sq. mtrs. adjacent to the existing Karjat project, considering at the overwhelming response received. The Company has also acquired piece and parcel of land admeasuring about 8,200 sq. mtrs. from internal accruals for Rs.461 lacs. Statutory approvals for the project are in process.

b. Ghatkopar Residential Project:

The Company as a developer is constructing a residential building (known as Building no 4) with two wings having approximate F.S.I area of about 7,800 sq. mtrs. at our Ghatkopar Project situate at Kurla Kirol Road, Vidyavihar, Mumbai. As on date, the building is nearing completion and majority of flats have been booked.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956, Mr. Upen M. Doshi, Mr. Shilpin K. Tater and Mr. Maulik H. Dave retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Brief profiles of the above Directors are given under the Corporate Governance Report.

DIRECTORS'RESPONSIBILITYSTATEMENT

To the best of their knowledge and belief, and according to the information and explanations provided to them, the Directors make the following statement pursuant to Section 21 7(2AA) of the Companies Act, 1956:

1. that in the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations in case of material departures;

2. that such accounting policies as mentioned in Note 1 of Notes to Financial Statements have been applied consistently and judgments and estimates that are made 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 said financial year ended March 31,2012 and of the Profit & Loss Account of the Company for that period;

3. that proper and sufficient care has been 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;

4. that annual accounts for the year ended March 31,2012 has been prepared on a' going concern' basis.

CORPORATE GOVERNANCE

Your Company believes in transparency and has always maintained a very high level of Corporate Governance. As required by Clause 49 of the Listing Agreement, a detailed Corporate Governance Report is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The certificate from a Statutory Auditors confirming compliance of the Corporate Governance requirements by the Company is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

AUDITORS

M/s. Shah & Co, Chartered Accountants, retires as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. The Audit Committee and the Board recommends the re-appointment of M/s. Shah & Co, Chartered Accountants, as Statutory Auditors for the financial year ending March 31,2013.

Members are requested to consider and re-appoint/s. Shah & Co, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending March 31,2013.

REPORT ON ENERGYCONSERVATION AND RESEARCH AND DEVELOPMENT ACTIVITIES

Information relating to energy conservation, foreign exchange earnings and outgo and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure to the Directors' Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES

There are no employees getting remuneration exceeding the prescribed limits, under section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

The Board places on record its sincere appreciation for the dedicated services rendered by employees at all levels. Your Directors would like to express their grateful appreciation for the assistance and support extended by all customers, government authorities, Bank of Maharashtra, shareholders, suppliers and other business associates.

For and on behalf of the Board of Directors

SKYLINE MILLARS LIMITED sd/-

Anand J. Vashi

Mumbai, August 6, 2012. (Chairman)

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Mar 31, 2010

The Directors present their Ninetieth Annual Report and the Audited Statements of Accounts for the year ended 31 stMarch, 2010.

FINANCIAL RESULTS

PARTICULARS 2009-10 2008-09

(Rs. in lacs) (Rs. in lacs)

Sales & Other Income 2363.71 1737.19

2363.71 1737.19

Profitbefore Interest, Depreciation & Taxation 528.26 536.77

1. Interest (1.32) (0.25)

2. Depreciation (16.74) (16.87)

3. Taxation (86.70) (62.50)

4. Income tax for Previous Years - (23.91)

Profit/(Loss) after Interest, Depreciation & Taxation 423.50 433.24

Balance brought forward from the previous year 1254.25 959.13

Amountavailablefor Appropriation 1677.75 1392.37 APPROPRIATIONS:

Transfer to General Reserve 45.00 44.00

Proposed Dividend 80.45 80.45

Dividend Distribution Tax 13.36 13.67

138.81 138.12

Balance carried to Balance Sheet 1538.94 1254.25

DIVIDEND

Your Directors are please to recommend payment of Dividend of Re.0.20 ps. (20%) per Equity Share of Re.1/- each. The Dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 80.45 Lacs out of the Profits of the year. Dividend Distribution Tax payable by the company amountingto Rs. 13.36 lacs has been appropriated out of profits.

OPERATIONS

During the year under review your Companys sales and other income have increased from Rs. 1,737 lacs in the previous year to Rs. 2,363 lacs an increase of 36% compared to last year.

Income from Construction Equipment Division has a decline of 16% from Rs. 1,143 lacs to Rs. 958 lacs in this financial year and income from the Real Estate Division increased from Rs. 462 lacs to Rs. 1,308 lacs. The Company has booked Profit After Tax (P.A.T.) Rs. 423 lacs compared to Rs. 433 lacs in the previous year. The Earning Per Share (EPS) of the Company has decreased from Re. 1.08/-to Re. 1.05/-per share.

Homage to Late Shri Jitendra M. Tater

We on behalf of all our Stakeholders wish to place on record our profound sorrow and grief on the sad demise ofShri JitendraM.Tateron 20thJune, 2010, who was Director oftheCompanytill 14.10.2009.

POSTAL BALLOT

During the year under review, the company has passed Special resolutions under section 1 7 and 149(2A) of the Companies Act, 1956 obtaining shareholders consent by pursuant to section 192 A of the Companies Act, 1956, read with the Companies (Passing of the resolution by Postal Ballot) Rules, 2001.

FIXED DEPOSITS

Your Company has not invited or accepted any fix deposit from the public, and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

FINANCE

The Company has investments in various instruments such as listed equity shares, mutual funds & fixed deposits in Banks amounting to Rs. 1,146 lacs.

DIRECTORS

In accordance with Section 256 of the Companies Act, 1956, Mr. Tarak A. Patel and Mr. Jatin V. Daisaria retire by rotation at the ensuring Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year under review, Mr. Shilpin K. Tater was appointed as Additional Director on the Board of Directors of the Company in their meeting held on 14th October, 2009 and he holds the office up to the ensuing Annual General Meeting. The Company has received separate Notices u/s 257 of the Companies Act, 1956 from shareholder for the candidature of Mr. Shilpin K. Tater for the office of the Director of the Company along with the requisite fees.

During the current year, Mr. Maulik H.Dave was appointed as Additional Director on the Board of Directors of the Company in their meeting held on 23rd April, 2010 and he holds the office up to the ensuing Annual General Meeting. The Company has received separate Notices u/s 257 of the Companies Act, 1956 from shareholder for the candidature of Mr. Maulik H.Dave for the office of the Director of the Company along with the requisite fees.

A brief Resume of the Directors being appointed / re- appointed, as stipulated under clause 49 of the Listing Agreement, are given in the statement of corporate governance.

Mr. JitendraM. Tater, a Director of the Company resigned w.e.f. 14th October, 2009 and Mr. Jaysinh A.Dave, a Director of the Company resigned w.e.f. 23rd April, 2010. The Board of Directors place on record their sincere appreciation for their valuable services and contribution rendered to the Company.

So far as the constitution of the Board is concerned, Mr. Ashok J.Patel stepped down as the Chairman of the Board of Directors w.e.f 20th February, 2009 and an Independent Director, Mr. Anand J. Vashi has been appointed as the Chairman w.e.f 28th April, 2009 and in view thereof the constitution of the Board now complies with the proportion of Independent Directors required under the Listing Agreement.

DirectorsResponsibility Statement

Pursuant to provision of section 217(2AA) of the Companies Act, 1956, the Directors confirm:-

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period 1st April, 2009 to 31a March, 2010.

c) That they 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.

d) That they have prepared the annual accounts on a going concern basis.

AUDITORS

M/s Shah & Co, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting. The Company has received a certificate pursuant to the provisions of Section 224 (1 )(B) of the Companies Act, 1956, regarding the eligibility for re-appointment of M/s Shah & Co, your Directors recommend their re-appointment.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Statutory Auditors of the Company confirming the compliance as set out in the annexure forming part of the Annual Report.

REPORT ON ENERGY CONSERVATION AND RESEARCH AND DEVELOPMENT

ACTIVITIES

Information relating to energy conservation, foreign exchange earnings and outgo and research and development activities undertaken by the Company in accordance with the provisions of Section 21 7 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in the Annexure to the Directors Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES

There are no employees getting remuneration exceeding the prescribed limits, under section 21 7 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wishes to place on record their appreciation of the devoted services and contribution of their employees. The Directors place on record their appreciation for the continued support of the shareholders of the Company.

On behalf of the Board of Directors FOR SKYLINE MILLARS LIMITED

sd/- Anand J. Vashi Chairman Mumbai, July 26,th, 2010.