SKIL Infrastructure Ltd

SKIL Infrastructure Ltd

SKIL Infrastructure Limited is a limited company incorporated in April 21 1983. The Company is The Company is the leading infrastructure development companies having pioneered the development in various projects such as seaports logistics power bridges dams roads airports special economic zone defence shipyard offshore asset construction yard and urban infrastructure development.The Equity Shares of the Company were voluntarily delisted from Calcutta Stock Exchange Limited pursuant to SEBI (Delisting of Equity Shares) Regulations 2009 w.e.f. March 10 2016. Also the Equity Shares of the Company were listed on BSE Limited through the direct listing mode w.e.f. May 03 2016. As on 31 March 2016 the Company's Equity Shares are listed on the National Stock Exchange of India Limited and BSE Limited.Out of the aforesaid Subsidiary Companies as of March 31 2017 during the period under review Energy India Corporation Limited SKIL Karnataka SEZ Limited Pipavav Aero Infrastructure Private Limited Jansampada Engineering Company Private Limited and SKIL Midivisana Engineering Company Private Limited has been struck off under the fast track Exit (FTE). The Company along with SKIL Shipyard Holdings Private Limited wholly owned subsidiary (SSHPL) Grevek Investment and Finance Private Limited (collectively referred to as the Sellers) Nikhil Gandhi Bhavesh Gandhi (collectively along with the Sellers referred as Founder Promoters') had entered into Agreement dated March 04 2015 with Reliance Defence Systems Private Limited (the Acquirer) and Reliance Infrastructure Limited (the PAC) (the Purchase Agreement) for disinvestments of stake in Pipavav Defence and Offshore Engineering Company Limited (now known as Reliance Defence and Engineering Limited) (RDEL). According to Purchase Agreement the Acquirers were to purchase 130000000 equity shares of RDEL from the Sellers (i.e. 91622315 equity shares from the Company and 38377685 equity shares from SSHPL) at a price of Rs. 63 per share aggregating Rs. 819 Crore. Till on the date of report Acquirer purchased 87740598 equity shares constituted aggregating to Rs. 553 crores which has been utilized for reduction of debts of the Company.During FY 2017 the Office of the Collector of Stamps (Enforcement - 2) Mumbai had vide letter dated September 19 2015 reiterated the demand of stamp duty of Rs 25 crores besides interest as per the provisions of Maharashtra Stamp Act 1958. The Company having disagreed with valuation/assessment of stamp duty had filed an appeal before the Chief Controlling Revenue Authority Pune to: (i) Review the Interim Demand Notice/s (ii) Ascertain the fair and present stamp duty; (iii) For such further and other reliefs as may deem necessary The Chief Controlling Revenue Authority Pune has vide order dated March 02 2016 rejected the appeal After exploring all the possible legal actions the Company has filed the writ petition bearing No. 10528/2017 before the Hon'ble High Court Bombay Challenging the order passed by the concerned authority and the matter is subjudice.As on March 31 2018 the Company has eight Subsidiary Companies including one foreign Subsidiary which are Gujarat-Dwarka Portwest Limited Pipavav Electronic Warfare Systems Private Limited Chiplun FTWZ Private Limited SKIL-Himachal Infrastructure and Tourism Limited SKIL Shipyard Holdings Private Limited Metrotech Technology Park Pvt. Ltd. SKIL Advanced Systems Private Limited (SASPL) and SKIL (Singapore) Pte. Ltd. Out of the aforesaid Subsidiary Companies Pipavav Electronic Warfare Systems Private Limited have submitted an application to the Registrar of Companies on April 13 2018 for striking-off the name under Fast Track Exit (FTE) Mode pursuant to Section 248 of Companies Act 2013. Further during the year under review Navi Mumbai Smart City Infrastructure Limited (NMSCIL) ceased to be the Subsidiary of the Company. Thus Orange Smart City Infrastructure Private Limited (OSCIPL) which is the Subsidiary of NMSCIL ceased to be the step down subsidiary of the Company.During the year 2019 Chiplun FTWZ Private Limited a subsidiary company obtained the status of Dormant Company under the Companies Act 2013.During FY19 the Company as per Purchase Agreement (PA) signed with Reliance Defence Systems Private Limited (RDSPL) and Reliance Infrastructure Limited (R-Infra) (Reliance Infra Group) in March 2015 Reliance Infra Group was under an obligation to ensure release of all the securities i.e; Corporate Guarantee Undertakings Pledge of shares Personal Guarantee furnished by the Company and its Promoters to lenders of Reliance Naval and Engineering Limited erstwhile Reliance Defence and Engineering Limited / Pipavav Defence and Offshore Engineering Company Limited ('RNEL'). Reliance Infra Group however failed to comply with their obligation to get the said securities released / discharged by RNEL Lenders. Accordingly on March 03 2018 the Company issued legal notice to Reliance Infra Group for breach of the PA and claimed losses subsequently; Reliance Infra Group issued an Arbitration notice to the Company for breach of warranties under the Said PA which has been strongly contested by the Company as false and baseless. Further as intimated earlier on account of default by RNEL and Reliance Infra Group as Promoters of RNEL towards its obligations to pay to RNEL lenders the security trustee on behalf of lenders of RNEL invoked the Corporate Guarantee of the Company and; the RNEL shares pledged by the Company and SKIL Shipyard Holdings Private Limited ('SSHPL') despite the Company and SSHPL not being the Promoters of RNEL since January 2016. The Company has already filed a suit in Ahmedabad Court challenging the unjustified wrong and illegal invocation of corporate guarantee and securities by RNEL Lenders. The matter is sub-judice.During the period 2019 in connection with investigation on IL & FS Financial Services Limited (IFIN) the Serious Fraud Investigation Office Ministry of Corporate Affairs Government of India and Enforcement Directorate Ministry of Finance Government of India sought certain information from the Company & its Subsidiaries on dealings with IFIN. The Company is fully co-operating with these Agencies and the requisite information has been furnished.