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Skyline Millars Ltd.

BSE: 505650 Sector: Engineering
NSE: N.A. ISIN Code: INE178E01026
BSE 00:00 | 23 Apr 3.70 0
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NSE 05:30 | 01 Jan Skyline Millars Ltd
OPEN 3.70
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VOLUME 1000
52-Week high 5.19
52-Week low 2.22
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.70
CLOSE 3.70
VOLUME 1000
52-Week high 5.19
52-Week low 2.22
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Skyline Millars Ltd. (SKYLINEMILLARS) - Director Report

Company director report

To the Members

Skyline Millars Limited (the “Company”)

The Directors take pleasure in presenting the 97 Directors' Report of the Company andthe Audited Financial

Statements for the Financial Year (“F.Y.”) ended 31 March 2017.

1 FINANCIAL

a. Financial Results :

The Company's performance during the F.Y. ended 31 March 2017 as compared to theprevious F.Y. is summarized below:

PARTICULARS Year Ended 31.03.2017 Year Ended 31.03.2016
({ in lacs) ({ in lacs)
Revenue from Operations (Net) 239.34 874.68
Other income 238.57 31.39
Total Revenue 477.91 906.07
Profit/Loss before finance cost Depreciation Exceptional items and Taxation (653.52) (154.28)
Less: Finance Cost 62.47 80.27
Less: Depreciation & Amortisation 57.93 98.95
Profit/(Loss) before exceptional items and Taxation (773.92) (333.50)
Less: Exceptional Items
Profit /(Loss) Before Tax (773.92) (333.50)
Less: Current Taxes (81.93)
Less: Deferred Tax (123.25) 14.36
Profit/(Loss) After Tax (568.74) (348.86)
Add: Surplus in Statement of Profit & Loss at the beginning of the year. 1220.28 1568.14
Add: Mat Credit entitlement
Amount available for appropriations 651.55 1220.28
Transferred to General Reserves
Profit and Loss Balance Carried Forward 651.55 1220.28

b. Operations :

During the year under review your Company's Sales and Other income was { 477.91 Lakhsas against

{ 906.07 Lakhs for the previous year a decline of 47.25%.

Revenue from Construction Equipment Division for the financial year ending 31 March2017 was

{ 117.96 Lakhs as against { 123.32 Lakhs for F.Y. 2015-16. Revenue from Pre-Cast PipesDivision

for the financial year ending 31 March 2017 was { 33.03 Lakhs as against { 153.04Lakhs for F.Y. 2015-16. Revenue from the Real Estate Division was { 88.35 Lakhs for thefinancial year ending st

31 March 2017 as against { 598.32 Lakhs for F.Y. 2015-16.

Also during the year the production of Pre-cast pipe and Manhole systems is stopped atthe Company's manufacturing unit at Wada. Your Company has incurred a pre-tax loss of {773.92 Lakhs during the financial year ending

31 March 2017 as compared to the pre-tax loss of { 333.50 Lakhs in the previousfinancial year.

The general slowdown in the infrastructure sector and delay in obtaining variousregulatory approvals has adversely impacted the pre-cast pipes & real estate businesssegments of the Company and sluggish demand in the construction equipment segment hasresulted in the lower revenues. The Earning Per Share (EPS) of the Company is { (1.41) ascompared to {(0.86) for the previous year. Due to economic slowdown external factorsremained challenging inflationary pressures impacted the demand resulting in overalldecline in the operations of your Company.

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

c. Dividend :

Considering the loss incurred in the F.Y. ending 31 March 2017 your Directors havenot recommended any dividend for the financial year under review.

d. Transfer To Reserves :

In view of loss incurred during the F.Y. under review the Board of Directors has notrecommended transfer of any amount to reserves.

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

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

2. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer Note No.13 14 & 19 of Notes to the Financial Statements).

3. OTHER DISCLOSURES UNDER THE COMPANIES ACT 2013 a. Extract of Annual Return:

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

b. Number of Board Meetings:

The Board of Directors met 7 (Seven) times during the FY 2016-17. The maximum intervalbetween any two Board Meetings did not exceed 120 days.

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

c. Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Section 177 of theCompanies Act 2013. The composition of Audit Committee comprises of 5 members including 3Independent Non- Executive Directors 1 Promoter Non-executive Director and 1 PromoterExecutive Director:

1. Mr. Vinod N. Joshi Chairman

2. Mr. Upen M. Doshi Member

3. Mr. Maulik H. Dave Member

4. Mr. Tarak A. Patel Member

5. Mr. Niranjan R. Jagtap Member

The other details of the Audit Committee are provided in the Corporate GovernanceReport.

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

d. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The composition of Stakeholder RelationshipCommittee comprises of 5 members which includes 3 Independent Non-Executive Directors and2 Promoter Non-Independent Non-Executive Directors:

1. Mr. Vinod N. Joshi Chairman

2. Mr. Upen M. Doshi Member

3. Mr. Jatin V. Daisaria Member

4. Mr. Tarak A. Patel Member

5. Mr. Niranjan R. Jagtap Member

The other details of the Stakeholder Relationship Committee are provided in theCorporate Governance Report.

e. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee was constituted pursuant to the provisions ofSection 178 of the Companies Act 2013. The composition of Nomination and RemunerationCommittee comprises of 4 members which includes 2 Independent Non-Executive Directors and2 Promoter Non-Independent Non-Executive Directors.

1. Mr. Upen M. Doshi Chairman

2. Mr. Vinod N. Joshi Member

3. Mr. Jatin V. Daisaria Member

4. Mr. Shilpin K. Tater Member

The Board of Directors has formulated a Policy which set standards for the nominationremuneration and evaluation of the Directors and Key Managerial Personnel and aims toachieve a balance of merit experience and skills amongst its Directors and Key ManagerialPersonnel.

Details of the Nomination Remuneration and Evaluation Policy are set out at ANNEXURE2 which forms part of this Report.

f. Related Party Transactions:

The Policy of related party transactions as approved by the Board may be accessedon the Company's website at www.skylinemillarsltd.com.

All the Related Party Transactions were entered into during the financial year were onarm's length basis and were in ordinary course of business of the Company. During theyear the Company had not entered into any contract/ arrangement/transaction with relatedparties which could be considered material in accordance with the policy of the Company onmateriality of related party transactions.

Details of related party transactions entered into by the Company during the financialyear are provided in Note no. 36 to the Financial Statement.

g. Deposits:

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

h. Other Disclosures:

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

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 underany scheme save and except Employee Stock Option Scheme referred to in this report.

3. No significant or material orders were passed by any Regulators or Courts orTribunal which impact the going concern status and the Company's operations in future.

4. There was change in nature of the business of the Company during the year underreview.

4. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Board of Directors of the Company pursuant to the provisions of Section 177(9) ofthe Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed “Vigil Mechanism Policy” for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil MechanismPolicy as approved by the Board may be accessed on the Company's website atwww.skylinemillarsltd.com

5. AUDITORS a. Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. Manubhai & Shah LLP Chartered Accountants (Firm RegistrationNumber 106041W/W100136)

the Statutory Auditors of the Company have been appointed w.e.f. 24 September 2014 fora term of

five years i.e. from 94 Annual General Meeting to 99 Annual General Meeting. Howevertheir appointment as Statutory Auditors of the Company shall be required to be ratified bythe members at ensuing Annual General Meeting. The Company has received a confirmationfrom the said Auditors regarding their eligibility and willingness to continue asStatutory Auditors. The Audit committee and Board of Directors recommend the ratificationof appointment of the said Auditors. The ratification of appointment is included in theNotice of Annual General Meeting for seeking approval of members.

The Auditors Report for the financial year ended 31 March 2017 does not contain anyreservation qualification or adverse remark.

b. Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. V. SundaramPracticing Company Secretary Mumbai (Membership No.: 2023 Certificate of Practice No.:3373) was appointed as a Secretarial Auditor of the Company. The Secretarial Audit Reportis annexed as ANNEXURE 3 which forms part of this report. The said reportdoes not contain any observation or qualification requiring any further explanation orcomments.

6. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated the Risk Management Policypursuant to Section 134(3)(n) of the Companies Act 2013 to avoid events situations orcircumstances which may lead to negative consequences on the Company's businesses. Thesaid policy defines a structured approach to manage uncertainty and to make use of thesein their decision making pertaining to all business divisions and corporate functions. Keybusiness risks and their mitigation are considered in the annual / strategic businessplans and in periodic management reviews.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of Section 152 of the Companies Act 2013 Mr. Maulik H. Dave(DIN 01448536) and Ms. Soha S. Shirke (DIN 07131309) Directors are liable to retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment at the said meeting. The Board recommends their re-appointment for membersapproval. Their brief profile is provided in the Notice convening

the ensuing 97 Annual General Meeting of the Company.

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

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

During the year under review Mr. Ganesh Nalawade Company Secretary and Complianceofficer resigned w.e.f. 11 February 2017 and Mr. Shivakumar Aiyar Chief FinancialOfficer (CFO) resigned

w.e.f. 31 March 2017. However the Company is in process of appointing Key ManagerialPersonnel as required under Section 203 of the Companies Act 2013.

8. PERFORMANCE EVALUATION

In compliance with the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the annual evaluation has been carried out bythe Board of its own performance of its committees and Directors by way of individual andcollective feedback from Directors. The Directors expressed their satisfaction with theevaluation process.

9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management operations and provides an overall industry perspective as well as issuesfaced by the industry. The Policy on Familiarization Programme adopted by the Board anddetails of the same are available on the Company's website under the Investors Relationssection at www.skylinemillarsltd.com.

10. PARTICULARS OF EMPLOYEES

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

11. INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to Financial Statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

12. MANAGEMENT'S DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review as stipulated interms of the provisions of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of thisReport.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

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

14. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirements as prescribed underCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A separate section on Corporate Governance practices followed by theCompany together with a certificate from Mr. V. Sundaram Practicing Company Secretary(Membership no. 2023 and CoP no. 3373) forms an integral part of this report.

15. CORPORATE SOCIAL RESPONSIBILITY POLICY

The provisions of Corporate Social Responsibilities are not applicable as the Companydoes not exceeded the threshold limits prescribed under Section 135 of the Companies Act2013 and the Companies (Corporate Social Responsibility) Rules 2014.

16. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code of Internal Procedures and Conduct forregulating monitoring and reporting trading by designated persons in accordance with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said codelays down guidelines and procedures to be followed and disclosures to be made whiledealing with the securities of the Company. The Code of fair disclosure of unpublishedprice sensitive information is available on the Company's website under the InvestorsRelations section at www.skylinemillarsltd.com.

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

In line with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has set up ComplaintsCommittees at its workplaces. No complaints have been received during the year 2016-17.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act in relation to the audited Financial Statementsof the Company for

the year ended 31 March 2017 the Board of Directors hereby confirms that:

a. in the preparation of the Annual Accounts the applicable AccountingStandards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31 March 2017 and of theloss of the Company for that year; c. proper and sufficient care was taken for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. the Annual Accounts of the Company have been prepared on agoing concern basis; e. internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; f. proper systems have been devised to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

19. MATERIAL CHANGES AND COMMITMENTS IF ANY

In terms of Section 134(3)(l) of the Companies Act 2013 relating to materialchanges and commitments the Company has passed a) Special resolution for sale/ disposalof undertaking under Section 180(1)(a) of the Companies Act 2013 and b) Ordinaryresolution for approval of Related Party Transactions under Section 188 of the CompaniesAct 2013 through postal ballot declared on 16 May 2017.

Except as disclosed above no material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year of theCompany and date of this report.

20. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners / associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors
Skyline Millars Limited
Vinod N. Joshi
(Chairman)
DIN: 01409387

Mumbai 11 August 2017.