Your Directors are pleased to present the 38th Annual Report of SKIL InfrastructureLimited (hereinafter Referred to as ‘the Company' or ‘SKIL') together with theAudited Financial Statements for the year ended March 31 2021

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31 2021 issummarized below:

State of Company's Affairs

The Company is committed to keep on pioneering and setting new benchmarks forinfrastructure sector projects in India and to continue enhancing value for allstakeholders through development of projects without compromising corporate socialresponsibility. The Company's philosophy of conceptualizing infrastructure projectscritical to the socio-economic growth of the country and executing the same through theCompany's various subsidiaries/affiliates/associates/joint before.

As part of its financial jurisprudence the Company intends to focus on reducing itsdebt by reorganizing and restructuring its businesses to achieve the desired resultincluding monetizing its assets and divesting its investments.

Future Outlook

Due to COVID-19 pandemic countries all over the world are grappling with the issues oflack of demand breakdown of supply chain closure of businesses loss of employmentliquidity crisis etc. Governments have adopted various fiscal measures to ensure that theeconomies survive on a sustainable basis. However looking at the unpredictability of thepandemic it will be safe to state that the recovery is going to be a time consumingaffair.

However in comparison to various other countries India has shown remarkableresilience in its fight against the pandemic as well as the effects of the pandemic. Thatresilience along with government's relief packages including the financial the Indianeconomy in a V-shape recovery. The last two quarters of the FY 2020-21 have shownencouraging signs of growth after showing negative growth in first two quarters of the FY2020-21.

Besides above substantial foreign direct investment infused in India by variousglobally reputed companies inspite of COVID-19 induced lockdowns and restrictions in forcein FY 2020-21 and multinational companies shifting their production bases/facilities toIndia from China and other locations are the other main indicators of the prospectivelooking Indian economy going forward. In view of above mentioned encouraging andprospective scenario the Company is also prospectively looking forward to its target ofreorganizing and restructuring its businesses including its asset monetization anddivestment plans which suffered a setback due to various reasons including COVID-19pandemic's impact.

Impact of COVID-19 on business

As in case of all other businesses and companies all over the world the business ofthe Company has also been impacted due to COVID-19 pandemic throughout the FY 2020-21. Inaddition to that The Company has also been impacted by various on-going litigationsagainst it as well as by liquidity crisis in the market. Notwithstanding the same theCompany is highly optimistic about the country's economic revival as well as the Company'sown business activities.

Dividend

In view of losses incurred by the Company your Directors do not recommend dividend forthe financial year ended March 31 2021.

Details of Subsidiaries Associates & Joint Ventures

As on March 31 2021 the Company has seven Subsidiary Companies including one foreignSubsidiary which are Gujarat-Dwarka Portwest Limited (GDPWL) Chiplun FTWZ PrivateLimited SKIL-Himachal Infrastructure and Tourism Limited (SHITL) SKIL Shipyard HoldingsPrivate Limited Metrotech Technology Park Pvt. Ltd (MTPPL) SKIL Advanced Systems PrivateLimited (‘SASPL') and SKIL (Singapore) Pte. Ltd. There are two Associate Companies ason March 31 2021 Rosoboronservice (India) Limited and Urban Infrastructure HoldingsPrivate Limited. Further during the year under review Sohar Free Zone LLC ceased to bethe Joint Venture of the Company due to invocation of Company's Equity Shareholding inSohar Free Zone LLC by the Company's Lenders. Out of the aforesaid Subsidiary CompaniesChiplun FTWZ Private Limited obtained the status of Dormant Company under the CompaniesAct 2013 (‘Act'). Further Pipavav Electronic Warfare Systems Private Limited havesubmitted an application to the Registrar of Companies for striking-off its name underFast Track Exit (‘FTE') Mode and Company has received notice from Registrar ofCompanies (ROC) dt. March 25 2021 stating that the said Company has been struck off andis dissolved.

As required under SEBI (Listing Obligations and Disclosures Requirement) Regulations2015 (‘SEBI Regulations') Companies Act 2013 (‘Act') and the applicableAccounting Standards the Consolidated Financial Statements of the Company and itsSubsidiary Companies Joint Venture Associate Companies form part of this Annual Report.Un-Audited Financial Statements of SKIL (Singapore)

Pte. Ltd. subsidiary of the Company have been considered for the purpose ofconsolidation. However the financial statements of

Associate Companies were not available for consolidation.

The performance and financial position of each of the Subsidiaries and AssociateCompanies is provided in accordance with the provisions of Section 129 read with Rule 5 ofthe Companies (Accounts) Rules 2014 as a separate statement annexed to FinancialStatements in prescribed Form AOC – I and hence not repeated here for the sake ofbrevity.

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/investor_pdf/Policy-on-Material-Subsidiaries.pdf.

Other Information

As informed earlier the Company as per Purchase Agreement (‘PA') signed withReliance Defence Systems Private Limited (‘RDSPL') and Reliance InfrastructureLimited (‘R-Infra') (‘Reliance Infra Group') in March 2015 Reliance InfraGroup is under an obligation to ensure release of all the securities i.e; CorporateGuarantees Undertakings Pledge of shares Personal Guarantees furnished by the Companyand its Promoters to the lenders of Reliance Naval and Engineering Limited erstwhileReliance Defence and Engineering Limited / Pipavav Defence and Offshore EngineeringCompany Limited (‘RNEL'). Reliance Infra Group however failed to comply with theirobligation to get the said securities released/discharged by RNEL lenders. Accordingly onMarch 03 2018 the Company issued legal notice to Reliance Infra Group for breach of thePA and claimed losses subsequently; Reliance Infra Group issued an Arbitration notice tothe Company for breach of warranties under the said PA which has been strongly contestedby the Company as false and baseless. Further as intimated earlier on account of defaultby RNEL and Reliance Infra Group as Promoters of RNEL towards its obligations to pay toRNEL lenders the security trustee on behalf of the lenders of RNEL invoked the CorporateGuarantee of the Company and RNEL shares pledged by the Company and SKIL Shipyard HoldingsPrivate Limited (‘SSHPL') despite the Company and SSHPL not being the Promoters ofRNEL since January 2016.The Company has already filed a suit in Ahmedabad Courtchallenging the unjustified wrong and illegal invocation of corporate guarantee andsecurities by RNEL lenders.

The matter is sub-judice.

Pursuant to invocation of the Corporate Guarantee and the Personal Guarantees by RNELlenders they have also filed recovery proceedings against the Company in Debt RecoveryTribunal (‘DRT').

During the year under review in connection with ongoing investigation on IL&FSFinancial Services Limited (IFIN) Enforcement Directorate(ED) Ministry of FinanceGovernment of India sought certain information from the Company & its Subsidiaries.The Company is fully co-operating with ED and the requisite information has beenfurnished.

Significant & Material Orders Passed by the Regulators or Courts or Tribunal

During the year under review in the matter of recovery proceedings initiated by IL& FS Financial Services Limited (IFIN) against SKIL Infrastructure Limited (Company)and its Subsidiaries i.e. SKIL Himachal Infrastructure & Tourism Ltd (SHITL) andGujarat Dwarka Port West Ltd (GDPWL) in Hon'ble High Court Mumbai for recovery of theiralleged outstanding dues the Hon'ble High Court Mumbai granted conditional leave to theCompany and its Subsidiaries i.e. SHITL & GDPWL to defend its case against IFINsubject to deposit of Rs. 616.75 Crs with Hon'ble High Court Mumbai. The Company hasfiled Appeal against these orderS with the Division bench of Hon'ble High Court Mumbai.Further by this Order the Hon'ble High Court Mumbai has ordered the IFIN to deposit theoriginal loan documents and also impounded the said documents on account of deficit inpayment of stamp duty.

Invocation of Securities

During the year under review Yes Bank Limited (YBL) have sold the land owned by theCompany mortgage with YBL admeasuring approx. 73.14 acres (66.66 acres at villageDighode and 6.48 acres at village Belondakhar both in Raigad district Maharashtra) at atotal sale price of Rs. 96.75 Crores and have adjusted this entire amount towards theiroutstanding dues. Consequently the Company has written off all of its Pre-OperativeExpenses (CWIP) related to the project on the said land. Further on account of default inrepayment the 1011886 Equity Shares of Sohar Free Zone LLC Oman pledged as security tothe lenders were invoked by the lenders towards part adjustment of their loan outsandingof more than appx. Rs. 1004 Cr.

Further during the period under review Company has received intimation on August 102021 from Grevek Investments & Finance Private Limited (‘Grevek') for Invocationof 50000000 Equity Shares of SHITL 200000 Equity Shares of MTPPL & 5000000Equity Shares of Shri Ram New Horizon Ltd on account of Company's default against loanoutstanding of approx. Rs. 1000 crs. Hence on account of said invocation SHITL and MTPPLceased to be the Subsidiary Company of our Company w.e.f August 10 2021.

Extract of Annual Return

The extract of Annual Return in the Form MGT- 9 as required under Section 92(3) of theAct as prescribed in Rule 12 of the Companies (Management and Administration) Rules 2014is enclosed as "Annexure I" to this Report. The Annual Return in FormMGT-7 as required under Section 92 (3) of the Act is available on the website of theCompany viz. http://www.skilgroup.co.in/annual-reports Details of Directors

The Composition of the Board is in accordance with the provisions of Act and SEBIRegulations. Appointment of Directors on the

Board is based on the recommendations of Nomination and Remuneration Committee(‘NRC'). NRC identifies and recommends to the Board persons of appointment on theBoard after considering the necessary and desirable competencies. NRC takes into accountpositive attributes like skills knowledge expertise and industry experience backgroundwith due regard for the benefits in diversifying the Board.

Pursuant to the provisions of Section 152 of the Act Mr. Bhavesh Gandhi (DIN:00030623) retires by rotation at the ensuing AGM and being eligible for re-appointmentoffers himself for re-appointment. Brief profile of the Director proposed to bere-appointed is provided in the Exhibit to the Notice of ensuing AGM. The Board ofDirectors recommends re-appointment of the aforesaid Director at the ensuing AGM.

Key Managerial Personnel (‘KMP')

Mr. Bhavesh Gandhi on the recommendation of NRC and on the approval of Board has beenre-appointed as the Whole-time Key Managerial Personnel of the Company under the categoryof Whole Time Director w.e.f August 13 2021 for a period of two years subject to approvalof the members of the Company liable to retire by rotation.

Mr. Bhavesh Gandhi was re-appointed as the Whole-time Key Managerial Personnel of theCompany under the category of Whole Time Director w.e.f August 13 2021 for a period oftwo years subject to approval of the members of the Company.

In terms of provisions of Section 203 of the Act Mr. Bhavesh Gandhi Whole-timeDirector Mr. Shekhar Gandhi Chief Financial

Officer and Mr. Nilesh Mehta Company Secretary are the KMP of your Company. During theyear there has been no change in the

KMP.

Details of Remuneration

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014 is annexed to this Report as" Annexure II".None of the Directors of the Company are in receipt of any commission from the Company orfrom any Subsidiary of the Company. The details of remuneration paid to the Directors ofthe Company are given in Extract of Annual Return.

Performance Evaluation

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 NRC/Board of Directors on thebasis of which the annual performance evaluation of the Directors Board and itsCommittees has been carried out. The criteria for performance evaluation of IndependentDirectors are mainly devised based upon the parameter for professional conduct rolefunctions and duties laid under Schedule IV to the Act. The evaluation process focused onvarious aspects of the functioning of the Board and Committees such as composition of theBoard and Committees participation in discussions etc. Performance evaluation ofindividual Directors was on parameters such as attendance contribution constructive andactive participation etc.

Mr. J. Alexander Ms. Gayathri Ramachandran Mr. V. Ramanan and Mr. Nihkil GandhiIndependent Directors of NRC inter alia reviewed the performance of Non-IndependentDirectors and the Board as a whole; the performance of the Chairman of the Company andassessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The performance of all directors was also evaluated by the NRC.

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 2021 and of the profitand loss of the Company for that period; (c) The Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) The Directors had prepared the annual accounts on agoing concern basis; and

(e) The Directors had laid down internal financial controls to be are adequate and areoperating effectively; (f) The Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

No Frauds reported by statutory auditors

There is no instance of frauds reported by thestatutoryauditorsoftheCompanyforthefinancialyear under review under sub-section (12) ofSection 143 of the Act.

Declaration by the Independent Directors

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements so as to qualify themselves as Independent Directors underthe provisions of the Act and the SEBI Regulations.

Independent Director's Meetings

During the year under review the Independent Directors Mr. J. Alexander Ms. GayathriRamachandran and Mr. Rakesh Mohan met without the attendance of Non- IndependentDirectors and the members of the Management. However Company secretary of the Company wasinvolved in Coordinating the meeting as per the advice of the Independent Directors. TheIndependent Directors reviewed the performance of Non- Independent Directors and the Boardas a whole; the performance of the Chairman of the

Company and assessed the quality quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

Number of Board Meetings

During the Financial Year 2020-21 four meetings of the Board of Directors of theCompany were held on July 09 2020 September 14 2020 November 12 2020 and February 112021. The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days. Additionally committeemeetingswereheldduringthefinancialyear includingAudit Committee which met four times during the year. Details of the same form part ofthe Corporate Governance Report annexed to this report. Further the disclosure regardingthe number of meetings of Board and Committees held during the year indicating number ofmeetings attended by each director form part of the Corporate Governance Report.

Audit Committee

The Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr. J. Alexander Mr.Rakesh Mohan and Ms. Gayathri Ramachandran as Members and Mr. Shekhar Gandhi CFO isPermanent Invitee. All the recommendations made by the Audit Committee were accepted bythe 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 of 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 of Mr. Nikhil Gandhi (Chairman) Mr. V. Ramananand Ms. Gayathri Ramachandran as Members. The Corporate Social Responsibility Policy(‘CSR Policy') recommended by the CSR Committee of the Directors has been approved bythe Board of Directors of the Company. The CSR Policy may be accessed on the Company'swebsite at the link: http://www.skilgroup.co.in/investor_pdf/CSR%20Policy.pdf. Thestatutory disclosure with respect to the CSR Committee and an Annual Report on CSRActivities is annexed to this Report as" Annexure IV".

Familiarisation Programme

The Directors of the Company are updated as and when required of their role rightsresponsibilities under applicable provisions of the Act and SEBI 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 programmesfor Independent Directors of the Company are posted on the website of the Company at thelink: http://www.skilgroup.co.in/investor_pdf/Familiarisation%20Programme%20for%20IDs.pdf

Vigil Mechanism/Whistle Blower Policy

The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages theWhistle Blower to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The mechanismprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The details of Vigil Mechanism/Whistle Blower Policy are available onthe website of the Company at the link:http://www.skilgroup.co.in/investor_pdf/Whistle%20Blower%20Policy.pdf

Risk Management Policy

Pursuant to the requirement of Section 134 of the Act and SEBI Regulations the Companyhas already in place a Risk Management Policy. The Company has a robust Risk Managementframework to safeguard the organization from various risks through adequate and timelyactions. It is designed to anticipate evaluate and mitigate risks in order to minimizeits impact on the business. The elements of risk as identified for the Company are set outin the Management Discussion and Analysis (‘MDA') Report forming part of the Board'sReport.

Statutory Auditors:

M/s. Kailash Chand Jain & Co. Chartered Accountants (Registration no: 112318W)were appointed as the Statutory Auditors of the

Company at the 35th AGM held on September 29 2017 for a term of five years until theconclusion of the Company's 39th Annual General Meeting subject to ratificationby themembers at every AGM in terms of Section 139 of the Act. In accordance with the

Companies (Amendment) Act 2017 enforced on May 07 2018 by the Ministry of theCorporate Affairs the appointment of Statutory

Auditors is not required to be ratified at every AGM by members and same has beendispensed with. Accordingly no such item has been considered in the 38th AGM notice.

Auditors:

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 31 2021 contain qualification opinion. The details of Auditorsqualification and management explanation/ views furnished are given below.

Auditors Qualification: (Standalone)

(i) Attention is drawn towards the Note No. 16.1.(ix) in case of Reliance CommercialFinance Ltd. stated below the standalone financial results and based on that theCompany during the year ended 31st March 2021 has not accounted interest of Rs.

5900.12 lakhs on the loan taken from Reliance Commercial Finance Ltd. Had this beenaccounted the Loss and the Liabilities would have increased to the extent of the amountspecified above.

(ii) Attention is drawn towards the Note No. 16.1.(iv) & 16.1.(x) in case ofdisputed borrowings with certain lenders including IL&FS stated below the standalonefinancial results and based on that the Company during the year ended March 31 2021has not accounted interest of Rs. 5761.61 lakhs. Had this been accounted the Loss and theLiabilities would have increased to the extent of the amount specified above.

Auditors Qualification(s) where the impact is quantified by the auditor and theManagement views

An amount of Rs. 9802 lakhs shown as received from Reliance Commercial Finance Ltd. apart of ADAG Group Company promoted owned and controlled by Shri Anil Dhirubhai Ambaniare not payable till such time a sum of Rs. 50653.15 lakhs shown as receivable /recoverable under the head "Other Advances" from ADAG Group Companiespromoted owned and controlled by Shri Anil Dhirubhai Ambani are received and theobligations in accordance with the Purchase Agreement dated 4th March 2015 signed betweenthe Company SKIL Shipyard Holdings Pvt. Ltd. & others with the ADAG Group Companiespromoted owned and controlled by Shri Anil Dhirubhai Ambani viz Reliance InfrastructureLimited and Reliance Defence Systems Pvt. Ltd. are fulfilled by ADAG Group Companies. Itsa part of composite transaction emanating from and in connection with the sale of PipavavDefence project to ADAG Group in accordance with the said Purchase Agreement and alsobased on the facts circumstances and documents available on record. In view of above theCompany do not acknowledge or accept the liability of Reliance Commercial Finance Ltd. Onaccount of on-going disputes with Lenders including IL&FS considering the factscircumstances documents and particular nature of transactions the Company and has notbooked any interest on amount of Rs. 25148.43 Lakhs shown as received from IL&FS.

For Audit qualification(s) which is (are) not quantified by the Auditor: Not Applicable(i) Management's estimation on the impact of audit qualification: Not Applicable

(ii) If management is unable to estimate the impact reasons for the same: NotApplicable (iii) Auditor's Comments on (i) or {ii)above: Not Applicable

Auditors Qualification: (Consolidated)

(i) Attention is drawn towards the Note No. 15.1.(ix) of the Consolidated FinancialStatements in case of Reliance Commercial

Finance Ltd. & Reliance Infrastructure Ltd. stated below the consolidated financialresults and based on that the Company during the year ended 31st March 2021 has notaccounted interest of Rs. 9396.43 Lakhs on the loan taken from Reliance Commercial FinanceLtd. and Reliance Infrastructure. Had this been accounted the Loss for the year and theLiabilities would have increased to the extent of the amount specified above.

(ii) Attention is drawn towards the Note No. 15.1. (v) & 15.1. (xi) of theConsolidated Financial Statements in case of disputed borrowings with certain lendersincluding IL & FS Financial Services Limited and based on that the Company duringthe year ended 31st March 2021 has not accounted interest of Rs. 14620.20 Lakhs. Hadthis been accounted the loss for the year and the Liabilities would have increased to theextent of the amount specified above.

(iii) Attention is drawn towards the Note No. 15.1. (x) of the consolidated financialresults wherein the Company has entered into a one-time settlement agreement with E CapEquities Limited and as per the settlement terms the write-back of Rs. 1058.61 lakhs hasnot been accounted during the year ended March 31 2021.

Auditors Qualification {s) where the impact is quantified by the auditor and thereonManagementviews

An amount of Rs. 33473.38 lakhs shown as received from Reliance Commercial FinanceLtd. & Reliance Infrastructure Ltd a part of ADAG Group Company promoted owned andcontrolled by Shri Anil Dhirubhai Ambani are not payable till such time a sum of Rs.71449.37 lakhs shown as receivable / recoverable under the head "OtherAdvances" from ADAG Group Companies promoted owned and controlled by Shri AnilDhirubhai Ambani are received and the obligations in accordance with the PurchaseAgreement dated 4th March 2015 signed between the Company SKIL Shipyard Holdings Pvt.Ltd. & others with the ADAG Group Companies promoted owned and controlled by ShriAnil Dhirubhai Ambani viz Reliance Infrastructure Limited and Reliance Defence Systems

Pvt. Ltd. are fulfilled by ADAG Group Companies. Its a part of composite transactionemanating from and in connection with the sale of Pipavav Defence project to ADAG Group inaccordance with the said Purchase Agreement and also based on the facts circumstances anddocuments available on record. In view of above the Company do not acknowledge or acceptthe liability of Reliance Commercial Finance Ltd.

On account of on-going disputes with various other lenders with IL&FS consideringthe facts circumstances documents and particular nature of transactions the Company andhas not booked any interest on amount of Rs. 66449 Lakhs shown as received fromIL&FS.

As per the settlement agreement the Company is required to reverse the InterestExpenses of Rs.1058.61 Lakhs the same will be accounted upon compliance of the terms andconditions of the settlement agreement dated 1st October 2020.

For Audit qualification(s) which is (are) not quantified by the Auditor: Not Applicable(i) Management's estimation on the impact of audit qualification: Not Applicable

(ii) If management is unable to estimate the impact reasons for the same: NotApplicable (iii) Auditor's Comments on (i) or {ii)above: Not Applicable

Internal auditors:

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.

Secretarial Auditor:

Pursuant to Section 204 of the Act the Board has appointed M/s. Jaisal Mohatta &Associates Practicing Company Secretary

Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of the Company forthe financial year 2020-21. The Secretarial Audit Report for the financial year endedMarch 31 2021 is annexed to this report as" Annexure V". As specifiedthere has been a delay/non-filing of a form/returns due to unavailability of requisiteinformation/technical issues/ documents. With respect to other observation theSecretarial Audit Report is self-explanatory and the observations of the SecretarialAuditor have been addressed under the specific heading of this Report.

Forensic Audit

During the year under review YES Bank Limited (‘Lender') has initiated ForensicAudit of the Company through Protiviti India Member Private Limited (PIMPL). The Companyhas fully co-operated and submitted necessary information to the PIMPL.

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 at http://www.skilgroup.co.in/investor_pdf/Policy-Related-Party-Transaction-1.pdfThe Policy intends to ensure the proper approval and reporting of transactions between theCompany and its Related Parties in the best interest of the Company and its stakeholdersand in compliance with the laws and regulations applicable from time to time.

All Related Party Transactions during the year under review are placed before the AuditCommittee for review and approval. Prior omnibus approval of the Audit Committee is soughtfor transactions which are of repetitive nature as well as for the normal transactionswhich cannot be foreseen and accordingly the required disclosures are made to theCommittee on quarterly basis in terms of the approval of the Committee. All related partytransactions attracting compliance Section 188 and / or Listing Regulations are alsoplaced 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. The disclosures onrelated party transactions are made in the Notes to the Financial Statements of theCompany. Hence the Company has nothing to report in Form AOC-2 and the same is notannexed.

Particulars of Loan Guarantees and Investments

Details of Loans Guarantees and Investment covered under the provisions of Section 186of the Act is given in the notes to the Financial Statements. Also pursuant to Schedule Vof the SEBI Regulations the particulars of Loans/Advances given to Subsidiaries have beendisclosed 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 adequateinternal financial controls with reference to Financial Statements. The report of theStatutory Auditors states about the existence of operating effectiveness. During the yearno reportable material weakness in the adequateinternalfinancial design or operation wasobserved in the internal financial controls.

Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Actread with the rules thereto during the year under review.

Sexual Harassment

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 and theForeign Exchange Outgo is Nil.

Employees Remuneration

The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas "Annexure II". In terms of Section 136 of the Act the Annual Reportand Financial Statements are being sent to the Members of the Company and others entitledthereto excluding the information pursuant to Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Particulars in thisregard if any will be made available for inspection by the Members at the RegisteredOffice of the Company between 1100 hours to 1300 hours on all working days expectSaturday up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard. Upon such request the information will be made available.

CEO / CFO Certificate

The WTD in lieu of Chief Executive Officer and the certificatepursuant to theprovisions of Chief Financial Officerhave issued

Regulation 17(2) read with Part B of Schedule II of the SEBI Regulations certifying theFinancial Statements for the year ended March

31 2021. 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 SEBI Regulations forms part of this Annual Report.

Corporate Governance

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 a certificate for compliance withconditions on Corporate Governance as stipulated in the SEBI Regulations issued by M/s.Jaisal Mohatta & Associates Practicing Company Secretary is annexed to this Report as"Annexure VI".

Code of Conduct

The Board of Directors has adopted the Code of Conduct for the Board Members and SeniorManagement. A confirmation from the WTD in lieu of Chief Executive Officer regardingcompliance with the said Code by all the Directors and Senior Management forms part ofthis Annual Report. The Code of Conduct is posted on the website of the Companywww.skilgroup.co.in.

Listing Arrangement

Presently the Company's equity shares are listed on NSE and BSE. The Company is yet topay Annual Listing Fees (ALF) of National Stock Exchange of India & BSE Limited for FY2020-21 & FY 2021-22. For the said non payment the Company has received the remindersand non payment may invite action under the applicable statute.

Remuneration to Managerial Persons

Since the Company has not received the necessary approval for payment of Remunerationof Mr. Shankar Aggarwal Ex- WTD the Company has written off the liability for payment ofthe dues.

Stamp Duty pursuant to Scheme of Amalgamation and Arrangement

The matter of Stamp Duty of Rs. 25 Crores on account of Scheme of Amalgamation &Arrangement the Revenue Authority has initiated recovery proceedings against the Company.The Company has adopted the available legal recourse and has challenged the said levy ofstamp duty.

Material Changes and Commitments:

No other material changes and commitments have occurred between the end of financialyear 2020-21 of the Company and the date of this report affecting the financial positionof the Company as at March 31 2021 except as otherwise included in this report.

Green Initiative

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.