Your Directors are pleased to present the 34th Annual Report of SKILInfrastructure Limited (hereinafter referred to as the Company' or SKIL')together with the Audited Financial Statements for the year ended March 31 2017.
Financial Highlights (Standalone)
The financial performance of the Company for the financial year ended March 31 2017 issummarised below:
(Rupees in Lacs)
|Particulars ||Year ended ||Year ended |
| ||March 31 2017 ||March 31 2016 |
|Total Income ||263.71 ||420.42 |
|Less: Expenditure ||15126.29 ||17025.09 |
|Profit/(Loss) before Depreciation &Taxation ||(14862.57) ||(16604.67) |
|Less: Depreciation ||54.41 ||118.10 |
|Exceptional Items ||(2063.48) ||(13977.38) |
|Profit/(Loss) before taxation ||(16980.47) ||(30700.15) |
|Less: Provision for Tax / Deferred Tax ||(153.79) ||(56.39) |
|Profit/(Loss) after tax ||(17134.26) ||(30756.54) |
|Add: Balance brought forward from the previous year ||(57351.17) ||(26594.63) |
|Less: Appropriations (other than Dividend) ||- ||- |
|Less: Transfer to Capital Reserve as per Scheme of Merger ||- ||- |
|Less: Transfer to General Reserve ||- ||- |
|Balance Profit / (Loss) carried forward to the next year ||(74485.43) ||(57351.17) |
State of Company's Affairs
The Company conducts business through its subsidiaries and affiliates.
Container Freight Station (CFS) near Jawaharlal Nehru Port Trust (JNPT') NaviMumbai and has also embarked upon an ambitious Pan-India and Multi-segment Operations inthe logistic field. The Company also proposes to develop Smart City Port and recreationalinfrastructure through its subsidiary Companies.
The total income of the Company during the year under review is Rs. 263.71 Lacs ascompared to total income of Rs. 420.42 Lacs during the previous financial year. During theyear the Company incurred net loss of Rs. (17134.26) Lacs as compared to the loss of Rs.(30756.54) Lacs incurred in the previous financial year. The finance cost on account ofborrowings and loss incurred by the Company consequent upon invocation/sale of itsinvestments are the main reasons for the losses incurred by the Company.
However it may be noted that the Finance Cost of the Company has reduced from15145.88 Lacs during the previous year to Rs. 8817.86 Lacs during the year underreview.
The Company shall continue to focus on developing valuable infrastructure in the fieldof Smart City/SEZ/Port/Logistics through Subsidiary Company / Special Purpose Vehicles andsecure robust Partnership to ensure sustainable value for shareholders. The Company shallcontinue to play a stellar role to contribute to increase the value for all thePartner/Shareholders/Stakeholders.
In view of losses incurred by the Company your Directors do not recommend dividend forthe financial year ended March 31 2017.
Details of Subsidiary Associates & Joint Venture
As on March 31 2017 the list of Subsidiaries Joint Ventures and Associate Companiesis as follows:
i) Subsidiary Companies:
Gujarat-Dwarka Portwest Limited
Chiplun FTWZ Private Limited
SKIL-Himachal Infrastructure and Tourism Limited
Navi Mumbai SMART CITY Infrastructure Limited
Orange Smart City Infrastructure Private Limited (Erstwhile Watson Properties PvtLimited)
SKIL Shipyard Holdings Private Limited
Metrotech Technology Park Pvt. Ltd.
SKIL Advanced Systems Private Limited (SASPL')
Pipavav Electronic Warfare Systems Private Limited
SKIL (Singapore) Pte. Ltd.
ii) Associate Companies:
Reliance Defence and Engineering Limited (Erstwhile Pipavav Defence and OffshoreEngineering Company Limited)
Rosoboronservice (India) Limited
Urban Infrastructure Holdings Private Limited
iii) Joint Ventures:
Sohar Free Zone LLC
Out of the aforesaid Subsidiary Companies as of March 31 2017/ during the periodunder review Energy India Corporation Limited SKIL Karnataka SEZ Limited Pipavav AeroInfrastructure Private Limited Jansampada Engineering Company Private Limited and SKILMidivisana Engineering Company Private Limited has been struck off under the fast trackExit (FTE).
Company along with SKIL Shipyard Holdings Private Limited (wholly owned subsidiary)(SSHPL') Grevek Investment and Finance Private Limited (Grevek')(collectively referred to as the Sellers') Mr. Nikhil Gandhi Mr. Bhavesh Gandhi(collectively along with the Sellers referred as Founder Promoters') had enteredinto Agreement dated March 042015 with Reliance Defence Systems
Private Limited (the Acquirer') and Reliance Infrastructure Limited (thePAC') (the Purchase Agreement') for disinvestment of stake in Pipavav Defenceand Offshore Engineering Company Limited (now known as Reliance Defence and EngineeringLimited)
(RDEL'). According to the Purchase Agreement the Acquirers were to purchase130000000 Equity Shares of RDEL from the Sellers (i.e. 91622315 Equity Shares fromthe Company and 38377685 Equity Shares from SSHPL) at a price of Rs. 63 per shareaggregating Rs. 819 Crore. Till on the date of report Acquirer has purchased 87740598Equity Shares constituted aggregating to Rs. 553 Crores which has been utilized forreduction of debts of the Company.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations') the Companies
Act 2013 (the Act') and the applicable Accounting Standards the ConsolidatedFinancial Statements of the Company and its
Subsidiary Companies Joint Venture Company Associate Company forms part of thisAnnual Report. The unaudited financial statements of SKIL (Singapore) Pte. Ltd.subsidiary of the Company have been considered for the purpose of consolidation. Alsothe financial statements of Urban Infrastructure Holdings Private Limited were notavailable for consolidation.
The performance and financial position of each of the Subsidiaries Joint VentureCompany and Associate Company is provided in accordance with the provisions of Section 129read with Rule 5 of the Companies (Accounts) Rules 2014 as a separate statement annexedto Financial Statements in prescribed Form AOC I and hence not repeated here forthe sake of brevity.
The Company has formulated a Policy for determining material subsidiaries which isuploaded on the website of the Company at www.skilgroup.co.in and can be accessed athttp://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=93:policy-on-material-subsidiari es&id=13:policies&Itemid=186.
The subsidiary companies created for the purpose of different projects be it GujaratDwarka Port West Ltd; Navi Mumbai Smart City Limited Orange Smart City InfrastructurePrivate Limited SKIL Singapore Pte Ltd Chiplun FTWZ Ltd SKIL-Himachal Infrastructureand Tourism Limited Pipavav Electronic Warfare Systems Private Limited are in the processof getting the desired approvals for respective projects and are likely to provide stellarsupport to the vision of the parent company in times to come.
Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with theRules thereto an Extract of the Annual Return of the Company as on March 31 2017 in theprescribed Form MGT-9 is annexed to this Report as Annexure I.
Details of Directors and Key Managerial Personnel
Mr. U.B. Singh has been appointed as an Additional Director on May 09 2017 andthereafter the Whole Time Director of the Company for a period of two years commencingfrom May 10 2017 subject to the necessary approval of Members at the ensuing AGM. Lateron at the Board Meeting held on August 30 2017 his designation has been change from theWhole Time Director to Managing Director and Chief Executive Officer.
Mr. Ajay Khera resigned as Chief Executive Officer of the Company. w.e.f May 09 2017.The Board places on record its appreciation for the valuable contributions made by himduring his tenure.
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. BhaveshGandhi (DIN 00030623) shall retire at the ensuing AGM and being eligible forre-appointment offers himself for re-appointment. His profile has been given in theExhibit to the Notice of the ensuing AGM of the Company.
All the Independent Directors have given individual declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and ListingRegulations.
The brief profile of Director proposed to be re-appointed/appointed as aforesaid isprovided in the exhibit in the Notice of Annual General Meeting.
Mr. Sudipan Bhaduri ceased to be the Whole Time key Managerial Personnel of theCompany under the category of Chief Financial officer w.e.f. September 28 2016 pursuantto which Mr. Shekhar Gandhi was appointed in the said category w.e.f. May 09 2017.
Details of Remuneration
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed to this Report as AnnexureII.
None of the Directors of the Company are in receipt of any commission from the Companyor from any Subsidiary of the Company.
The details of remuneration of the Directors including Key Managerial Personnel for thefinancial year ended March 31 2017 are mentioned in the Extract of the Annual Returnwhich is annexed to this Report as Annexure I.
In view of the provisions of the Act and Listing Regulations regarding the performanceevaluation of the Directors Board and its Committees the Company had devised transparentcriteria for performance evaluation after approval by the Nomination & RemunerationCommittee/Board of Directors on the basis of which the annual performance evaluation ofthe Directors Board and its Committees has been carried out.
The criteria for performance evaluation of Independent Directors are mainly devisedbased upon the parameter for professional conduct role functions and duties laid underSchedule IV to the Act. The Evaluation process focused on various aspects of thefunctioning of the Board and Committees such as composition of the Board and Committeesparticipation in discussions etc. Performance evaluation of individual Directors was onparameters such as attendance contribution constructive and active participation etc.
The Independent Directors at there separate meeting reviewed the performance ofNon-Independent Directors and the Board as a whole; the performance of the Chairman of theCompany and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties. The performance of all directors was also evaluated bythe Nomination and Remuneration Committee.
The Board of Directors considered the performance evaluation of the Directors Boardand Board Committees. The performance evaluation of the Independent Directors was carriedout by the entire Board excluding the concerned Director being evaluated and based on theevaluation process the Board had determined to continue the term of all the IndependentDirectors.
Directors Responsibility Statement
In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Actyour Directors confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profitand loss of the Company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the asset of the Company and for preventing and detecting fraud and otherirregularities;
(d) The Directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Number of Board Meetings
During the Financial Year 2016-17 four meetings of the Board of Directors of thecompany were held on May 26 2016 August 09 2016 November 09 2016 and February 092017. The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days.
Additionally committee meetings were held during the financial year including AuditCommittee which met four times during the year. Details of the same form part of theCorporate Governance Report annexed to this report. Further the disclosure regarding thenumber of meetings of Board and Committees held during the year indicating number ofmeetings attended by each director form part of the Corporate Governance Report.
The Audit Committee comprises Mr. V. Ramanan (Chairman) Mr. J. Alexander Ms. GayathriRamachandran and Mr. U. B. Singh as Members. All the recommendations made by the AuditCommittee were accepted by the Board.
The details with respect to the meetings terms of reference etc. of the AuditCommittee are given in details in the Report on Corporate Governance of the Company.
Nomination & Remuneration Policy
The Nomination and Remuneration Committee comprises Mr. J. Alexander (Chairman) Mr.Nikhil Gandhi Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members. The terms ofreference of the Committee are given in the Report on Corporate Governance of the Company.
The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and is annexed to thisReport as Annexure III.
Corporate Social Responsibility (CSR) Policy
In compliance with Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has established Corporate SocialResponsibility (CSR) Committee comprising Mr. Nikhil Gandhi (Chairman) Mr. J. AlexanderMs. Gayathri Ramachandran and Mr. V. Ramanan as Members.
The Corporate Social Responsibility Policy (CSR Policy') recommended by the CSRCommittee of the Directors has been approved by the Board of Directors of the Company. TheCSR Policy may be accessed on the Company's website at the link: http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=94:csr-policy&id=13:policies&Itemid=186The statutory disclosure with respect to the CSR Committee and an Annual Report on CSRActivities is annexed to this Report as
The Directors of the Company are updated as and when required of their role rightsresponsibilities under applicable provisions of the Act and Listing Regulations nature ofindustry in which the Company operates etc. The Company holds Board and the CommitteeMeetings from time to time. The Board of Directors has complete access to the informationwithin the Company. The Independent Directors have the freedom to interact with theCompany's Management. The Directors are also informed of the various developments in theCompany through various modes of communications.
The details of familiarization programmes for Independent Directors of the Company areposted on the website of the Company at the link:http://www.skilgroup.co.in/index.php/2014-05-01-07-26-18/familiarization-programmes-to-ids
Vigil Mechanism/Whistle Blower Policy
The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages theWhistle Blower to report genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy.
The mechanism provides for adequate safeguards against victimization of Whistle Blowerwho avail of such mechanism and also provides for direct access to the Chairman of theAudit Committee in exceptional cases.
The details of Vigil Mechanism/Whistle Blower Policy are available on the website ofthe Company at the link: http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=83:whistle-blower-policy&id=13:policies&Itemid=186
Risk Management Policy
Pursuant to the requirement of Section 134 of the Act and Listing Regulations theCompany has already in place a Risk Management Policy. The Company has a robust RiskManagement framework to safeguard the organisation from various risks through adequate andtimely actions. It is designed to anticipate evaluate and mitigate risks in order tominimize its impact on the business.
The elements of risk as identified for the Company are set out in the ManagementDiscussion and Analysis Report (MDA) forming part of the Board's Report.
As per the provisions of Section 139 of the Companies Act 2013 the term office of M/s.Bharat Shah & Associates Chartered Accountants (bearing Registration Number:101249W) the Statutory Auditors of the Company will conclude from the close of theforthcoming Annual General Meeting of the Company.
The Board of Directors places on record its appreciation for the services rendered byM/s. Bharat Shah & Associates Chartered Accountants as the Statutory Auditors of theCompany.
As require under the provisions of Section 139(1) of the Act the Company has receivedwritten consent from M/s. Kailash Chand Jain & Co. Chartered Accountants (bearingRegistration Number: 112318W) informing that there appointment if made would be inaccordance with the provisions of the Act read with the Rule 4(2) of the Companies (Auditand Auditors) Rules 2014 and that they satisfy the criteria provided in Section 141 ofthe Act.
Members attention is drawn to a resolution proposing the appointment of the M/s.Kailash Chand Jain & Co. Chartered Accountants (bearing Registration Number:112318W) as Statutory Auditors of the Company which is included in the Item No. 3 of theNotice convening the Annual General Meeting.
The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 31 2017 does not contain any qualification. The observation in theAuditors' Report by M/s. Bharat Shah & Associates Chartered Accountants have beendealt with in the relevant Notes to Accounts which are self-explanatory.
M/s. RSVA & Co. Chartered Accountants Mumbai have been appointed as InternalAuditors for conducting internal audit of the Company. The Internal Auditors independentlyevaluate the internal controls systems monitor implementation of the accounting systems& procedures and statutory compliances. The Audit Committee periodically reviews thereports of the Internal Auditors.
Pursuant to Section 204 of the Companies Act 2013 the Board has appointed Malay Shah& Associates Practicing Company Secretary Mumbai as its Secretarial Auditors toconduct the Secretarial Audit of the Company for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended March 31 2017 is as annexed tothis report as Annexure V. The delay/non-filing of requisite disclosure/return/formis due to technical issues/non availability of requisite information/documents. Otherobservations of the Secretarial Auditor have been addressed under specific headings in thelater part of this Report.
Particulars of Contracts or Arrangements with Related Parties
In line with the requirements of the Act and Listing Regulations your Company hasformulated a Policy on Materiality of Related Party Transactions & Dealing withRelated Party Transactions which is also available on Company's website athttp://www.skilgroup. co.in/index.php?option=com_phocadownload&view=category&download=91:policy-related-party-transaction&id=13:policies&Itemid=186. The Policy intends to ensure the proper approval and reporting of transactionsbetween the Company and its Related Parties in the best interest of the Company and itsstakeholders and in compliance with the laws and regulations applicable from time to time.All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is sought for transactions whichare of repetitive nature as well as for the normal transactions which cannot be foreseenand accordingly the required disclosures are made to the Committee on quarterly basis interms of the approval of the Committee.
All related party transactions attracting compliance Section 188 and / or ListingRegulations are also placed before the Board for approval as per the requirement.
In terms of the Policy on Materiality of Related Party Transactions and Dealingwith Related Party Transactions' all related party transactions entered during the yearwere in Ordinary Course of the Business and on arm's length basis. No Material RelatedParty Transactions i.e. transactions exceeding ten percent of the annual consolidatedturnover as per the last audited financial statements were entered during the year by theCompany. Hence the Company has nothing to report in Form AOC-2 and the same is notannexed.
Particulars of Loan Guarantees and Investments
The Company is engaged in providing infrastructure related facilities and istherefore exempted from the regulatory provisions of Section 186 of the Companies Act2013. The details of loan guarantee security investment made during the year underreview are disclosed in the Notes to the Financial Statements. Also pursuant to ScheduleV of the Listing Regulations the particulars of Loans/ Advances given to Subsidiarieshave been disclosed in the notes to the Financial Statements.
Adequacy of Internal Financial Control with reference to the Financial Statements
The Company has internal control systems commensurate with the size scale andcomplexity of its operations. The Audit Committee monitors and evaluates the efficacy andadequacy of internal control systems in the Company.
The Company has in place adequate internal financial controls with reference toFinancial Statements. The report of the Statutory Auditors states about the existence ofadequate internal financial control systems and its operating effectiveness. During theyear no reportable material weakness in the design or operation was observed in theinternal financial controls.
Significant & material orders passed by the regulators or courts or tribunal regulatorsor courts or tribunals which would impact the going concern status There are nosignificant and company's operations in future except as otherwise disclosed in thisreport.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the rules thereto during the year under review.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention
Prohibition and Redressal) Act 2013.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business of the Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption as required under the Companies (Accounts) Rules 2014 for the year underreview.
Further the Foreign Exchange Earnings during the year under review is Rs. Nil and theForeign Exchange Outgo is Rs. 11.55 Lacs.
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure II.
In terms of Section 136 of the Act the Annual Report and Financial Statements arebeing sent to the Members of the Company and others entitled thereto excluding theinformation pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. Particulars in this regard if any will be madeavailable for inspection by the Members at the Registered Office of the Company between1100 hours to 1300 hours on all working days expect Saturday up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary in this regard. Upon such request theinformation will be made available.
CEO / CFO Certificate
The Chief Executive Officer and the Chief Financial Officer have issued certificatepursuant to the provisions of Regulation 17(2) read with Part B of Schedule II of theListing Regulations certifying the Financial Statements for the year ended March 31 2017.The said certificate forms part of this Report.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of Listing Regulations 2015 read with Schedule V of the saidRegulations forms part of this Annual Report.
The Company maintains high standards of Corporate Governance and adheres to thecorporate governance requirements set out by the Securities and Exchange Board of India(SEBI). A Report on Corporate Governance along with certificate for compliance withconditions on Corporate Governance as stipulated in the Listing Regulations issued byMalay Shah & Associates Practicing Company Secretary is annexed to this Report as AnnexureVI.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Board Members and SeniorManagement. A confirmation from the Chief Executive Officer regarding compliance with thesaid Code by all the Directors and Senior Management forms part of this Annual Report. TheCode of Conduct is posted on the website of the Company www.skilgroup.co.in.
Presently the Company equity shares are listed on National Stock Exchange of IndiaLimited and BSE Limited.
Stamp Duty pursuant to Scheme of Amalgamation and Arrangement
The Office of the Collector of Stamps (Enforcement 2) Mumbai had vide letter datedSeptember 19 2015 reiterated the demand of stamp duty of Rs. 25 Crores besides interestas per the provisions of Maharashtra Stamp Act 1958. The Company having disagreed withthe valuation/assessment of stamp duty had filed an appeal before the Chief ControllingRevenue 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 ControllingRevenue Authority Pune has vide order dated March 02 2016 rejected the appeal. Afterexploring all the possible legal actions the Company has filed the writ Petition bearingNo. 10528/2017 before the Hon'ble High Court
Bombay Challenging the order passed by the concerned authority and the matter issubjudice.
In the matter of consent application filed by the Company before SEBI the same hasbeen accepted and the settlement order being received by the Company. The Company has paidup the settlement charges levied by SEBI and closed the matter.
Remuneration to Ex-Managing Director and Chief Executive Officer (Ex-MD & CEO)
Remuneration of Mr. Ajay Khera Ex-MD & CEO was subject to the approval of theCentral Government in terms of the Companies Act 2013. As the Company's application forthe approval of remuneration to Ex- MD & CEO had not been approved by Ministry ofCorporate Affairs (MCA) New Delhi on account of alleged non-submission of reply to theirletter dated July 052017; the same stands contested by Company as required submissionwas sent and even acknowledged by them. Till final approval by MCA excess dues to Mr.Ajay Khera are to be held in Trust with him on behalf of the Company.
Material Changes and Commitments:
No other material changes and commitments have occurred between the end of financialyear of the Company and the date of this report affecting the financial position of theCompany as at March 31 2017 except as otherwise included in this report.
In view of the provision of the Act and rules framed thereunder and in support of theGreen Initiative of the Ministry of Corporate Affairs the Company has been sending theAnnual Report / Notice of AGM in electronic mode to those Members whose e-mail IDs areregistered with the Company and / or the Depository Participants unless any Member hasrequested for a hard copy of the same.
Appreciations and Acknowledgment
The Board of Directors wishes to express its sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia and other regulatory authorities for their consistent support and co-operation. YourDirectors appreciate the contribution made by the employees of the Company and acknowledgetheir hard work and dedication. Your Directors are also deeply grateful to the Members forthe confidence and faith that they have always placed in the Company.
For and on behalf of the Board of Directors of the Company
|Place: Mumbai ||Nikhil Gandhi |
|Date: August 30 2017 ||Chairman |