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SKIL Infrastructure Ltd.

BSE: 539861 Sector: Infrastructure
NSE: SKIL ISIN Code: INE429F01012
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VOLUME 500
52-Week high 14.25
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P/E
Mkt Cap.(Rs cr) 97
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Sell Price 4.45
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OPEN 4.50
CLOSE 4.50
VOLUME 500
52-Week high 14.25
52-Week low 3.84
P/E
Mkt Cap.(Rs cr) 97
Buy Price 4.25
Buy Qty 25.00
Sell Price 4.45
Sell Qty 500.00

SKIL Infrastructure Ltd. (SKIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 35th Annual Report of SKIL InfrastructureLimited (hereinafter referred to as ‘the Company' or ‘SKIL') together with theAudited Financial Statements for the year ended March 31 2018.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31 2018 issummarized below:

(Rupees in Lacs)

Particulars Year ended March 31 2018 Year ended March 31 2017
Total Income 207.54 1493.35
Less: Expenditure 27311.96 17923
Profit/(Loss) before Depreciation & Taxation (27104.42) (16429.65)
Less: Depreciation 36.04 54.41
Exceptional Items (15435.60) 333.11
Profit/(Loss) before taxation (42576.07) (16150.96)
Less: Provision for Tax / Deferred Tax 0.43 (153.79)
Profit/(Loss) after tax (42575.64) (16304.75)
Other Comprehensive Income/ (Loss)
Fair valuation of non-current investment (7582.55) (212.23)
Actual Gain/(Loss) on defined benefit plans. 1.09 (2.80)
Total Comprehensive Income of the Year (7581.46) (215.03)
Add: Balance brought forward from the previous year (73870.94) (57351.17)
Balance Profit / (Loss) carried forward to the next year (124028.9) (73870.94)

State of Company's Affairs

The Company continues to operate through its subsidiaries/affiliates/associates/jointventures/special purpose vehicles with regards to conceptualization and execution ofvarious envisaged projects. The Company has diversified albeit in infrastructure sectorfootfalls in form of interests and investments in development of proposed Smart CityUrban Infrastructure SEZ Port Logistics Park Industrial Park Industrial TownshipRecreational Infrastructure etc. The Company is in the process of developing astate-of-the-art Container Freight Station (CFS) near Jawaharlal Nehru Port Navi Mumbai.

The Company's total revenue stands as Rs. 207.54 lacs during the FY 2017-18 compared toRs. 1493.35 lacs for the previous financial year. The loss before exceptional items andtax is Rs. 27140.45 lacs for the FY 2017-18 as against loss of Rs. 16484.06 lacs for theprevious financial year. The Loss is mainly on account of Finance Cost and sale ofinvestment.

Future Outlook

The Company shall carry forward its philosophy of developing critical infrastructure inthe field of Smart City Urban Infrastructure SEZ Port Logistics Park Industrial ParkIndustrial Township Recreational Infrastructure etc. through its subsidiaries/affiliates/associates/joint ventures/special purpose vehicles. The Company shall continue to focus oncreating value for its shareholders/ stakeholders.

Dividend

In view of losses incurred by the Company your Directors do not recommend dividend forthe financial year ended March 31 2018.

Indian Accounting Standards notification The Ministry of Corporate (MCA) vide itsin the Official Gazette dated February 16 2015 notified the Indian Accounting

Standards (Ind AS) applicable to certain classes of companies. Ind AS has replaced theexisting Indian GAAP prescribed under Section 133 of Companies Act 2013 read with Rule 7of the Companies (Accounts) Rules 2014. For the Company Ind AS is applicable from April01 2017. Accordingly these accounts have been prepared as per Ind AS. The areas havingthe resultant impact on account of transition to Ind AS have been reported in notes to thefinancial statements for the year ended 31st March 2018 which have been restated inaccordance with Ind AS for comparative information.

Details of Subsidiaries Associates & Joint Ventures

As on March 31 2018 the Company has eight Subsidiary Companies including one foreignSubsidiary which are Gujarat-Dwarka Portwest Limited Pipavav Electronic Warfare SystemsPrivate Limited Chiplun FTWZ Private Limited SKIL-Himachal Infrastructure and TourismLimited SKIL Shipyard Holdings Private Limited Metrotech Technology Park Pvt. Ltd. SKILAdvanced Systems Private Limited (‘SASPL') and SKIL (Singapore) Pte. Ltd. There arethree Associate Companies as on March 31 2018 Rosoboronservice (India) Limited NaviMumbai Smart City Infrastructure Limited and Urban Infrastructure Holdings PrivateLimited. Sohar Free Zone LLC is the Joint Venture of the Company.

Out of the aforesaid Subsidiary Companies Pipavav Electronic Warfare Systems PrivateLimited have submitted an application to the Registrar of Companies on April 13 2018 forstriking-off the name under Fast Track Exit (FTE) Mode pursuant to Section 248 ofCompanies Act 2013. Further during the year under review Navi Mumbai Smart CityInfrastructure Limited (NMSCIL) ceased to be the Subsidiary of the Company. Thus OrangeSmart City Infrastructure Private Limited (OSCIPL) which is the Subsidiary of NMSCILceased to be the step down subsidiary of the Company.

The Company as informed earlier had utilized the sale proceeds of sale of equityshares of Reliance Naval and Engineering Limited (RNEL) (Erstwhile Reliance Defence andEngineering Limited / Pipavav Defence and Offshore Engineering Company Limited) toReliance (ADAG) Group towards reduction of debt of the Company. The Company had enteredinto Purchase Agreement (PA) with Reliance Defence Systems Private Limited (RDSPL) andReliance Infrastructure Limited (R-Infra) (Reliance Anil Dhirubhai Ambani Group Companies)in March 2015 under which there was an obligation on part of Reliance to ensure therelease of all securities i.e Corporate Guarantee Undertakings Pledge of shares etc.provided by the Company and its Promoters to lenders of RNEL for securing the debt ofRNEL. Reliance however failed to comply with their obligation to get the said securitiesreleased / discharged by RNEL Lenders. Accordingly on March 03 2018 the Company issuedlegal notice to Reliance for breach of the PA and claimed losses. Reliance also issued anArbitration notice to the Company asserting the claims for breach of warranties under thesaid PA which has been contested by the Company as false and baseless. On account ofdefault by RNEL towards its obligation to pay to RNEL Lenders the Security Trustee onbehalf of lenders of RNEL invoked the Corporate Guarantee of the Company and the sharespledged by the Company and SKIL Shipyard Holdings Private Limited (SSHPL) despite theCompany and SSHPL not being the promoters of RNEL. The Company has already filed a suitin Ahmedabad Court challenging the unjustified wrong and illegal invocation of securitiesby RNEL Lenders. The matter is now sub-judice.

As required under SEBI (Listing Obligations and Disclosures Requirement) Regulations2015 Companies Act 2013 (‘the Act') and the applicable Accounting Standards theConsolidated Financial Statements of the Company and its Subsidiary Companies JointVenture Associate Company forms part of this Annual Report. The Un-Audited FinancialStatements of SKIL (Singapore) Pte. Ltd. subsidiary of the Company has been consideredfor the purpose of consolidation. However the financial statements of Associate

Companies were not available 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 accessedat http://www.skilgroup.co.in/investor_pdf/Policy%20on%20Material%20Subsidiaries.pdf.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with theRules thereto and according to the Companies notification (Amendment) Act 2017 vide datedJuly 31 2018 an Extract of the Annual Return of the Company as on March 31 2018 in theprescribed Form MGT-9 is provided on the website of the Company at the link:http:www.skilgroup.co.in/annual-reports.

Details of Directors

Appointment of directors on the Board of the Company is based on the recommendations ofNomination and Remuneration Committee

(NRC). NRC identifies and recommends to the Board persons of appointment on the Boardafter considering the necessary and desirable competencies. NRC takes into accountpositive attributes like skills regional and industry experience background with dueregard for the benefits in diversifying the Board.

During the year under review Mr. Shankar Aggarwal on the recommendation of NRC and onthe approval of Board has been appointed as an Additional Director w.e.f December 262017 and thereafter he has been appointed as the Whole Time Director of the Company w.e.fFebruary 08 2018 subject to the approval of the Members at the ensuing Annual GeneralMeeting for a term of three years liable to retire by rotation. Mr. U. B Singh resignedfrom the directorship of the Company as Managing Director & Chief

Executive Officer w.e.f May 15 2018. The Board places on record its appreciation forthe valuable contributions made by him during his tenure.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nikhil Gandhi(DIN: 00030560) shall retire at the ensuing

AGM and being eligible for re-appointment offers himself for re-appointment. Hisprofile has been given in the Exhibit to Notice of the ensuing AGM of the Company.

In case of Independent Directors (ID) they should fulfill the criteria of independenceas per the Act and Regulation 25 of the SEBI

(LODR) Regulations 2015 in addition to the general criteria stated above. It isensured that a person to be appointed as a Director has not suffered any disqualificationunder the Act or any other law to hold such office.

During the year under review Mr. Rakesh Mohan on the recommendation of NRC and furtherapproval of Board has been appointed as an Additional Independent Director on November14 2017 subject to approval of the members at the ensuing AGM for a fixed term of fiveyears w.e.f September 28 2018 till September 27 2023.

As per SEBI (LODR) Amendment Regulations 2018 no listed entity shall appoint a personor continue the directorship of any person as Non-Executive Director who has attained theage of seventy five years unless a Special Resolution is passed to that effect.

Mr. J. Alexander and Mr. V. Ramanan who have already attained 75 years were appointedas Independent Directors of the Company. The Board has recommended to the members to passthe Resolution as Special Resolution for their existing term.

The brief profile of Directors proposed to be re-appointed/appointed as aforesaid isprovided in the exhibit of Notice of Annual General

Meeting.

Key Managerial Personnel

In terms of provisions of Section 203 of the Companies Act 2013 Mr. Shankar AggarwalWhole Time Director Mr. Shekhar Gandhi

Chief Financial Officer and Mr. Nilesh Mehta Company Sceretary are the Key ManagerialPersonnel of your Company

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

Annexure I.

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 2018 are mentioned in the Extract of the Annual Return i.eMGT-9 which is provided on the website of the Company at the link http://www.skilgroup.co.in/annual-reports.

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 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.

Mr. J. Alexander Ms. Gayathri Ramachandran Mr. Rakesh Mohan and Mr. V. Ramanan theIndependent Directors met without the attendance of Non-Independent Directors and Membersof the Management. The Independent Directors inter alia 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) TheDirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2018 and of the profit and loss ofthe Company for that period; (c) The Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the asset of the Company and for preventing anddetecting fraud and other irregularities; (d) The Directors had prepared the annualaccounts 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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

No Frauds reported by statutory auditors

There is no instance of frauds reported by the statutory auditors of the Company forthe financial year under review under sub-section

(12) of Section 143 of the Companies Act 2013.

Declaration by the Independent Directors

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section

149(6) of the Companies Act 2013 so as to qualify themselves as Independent Directorsunder the provisions of the Companies Act 2013 and the relevant rules of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Independent Director's Meetings

The Independent Directors met without the attendance of Non- Independent Directors andthe members of the Management. The Independent Directors reviewed the performance of Non-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 and reasonablyperform their duties.

Number of Board Meetings

During the Financial Year 2017-18 six meetings of the Board of Directors of thecompany were held on May 09 2017 May 30 2017 June 24 2017 August 30 2017 November14 2017 and February 08 2018. The maximum time gap between any two consecutive meetingsdid not exceed one hundred and 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.

Audit Committee

Presently the Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr. J.Alexander Ms. Gayathri Ramachandran and Mr. Shankar Aggarwal as Members. All therecommendations made by the Audit Committee 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 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 II.

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. J.Alexander Ms. 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/investor_pdf/CSR%20Policy.pdf The statutory disclosure with respect to theCSR Committee and an Annual Report on CSR Activities is annexed to this Report as

Annexure III.

Familiarisation Programme

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/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 on the website ofthe 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 Listing Regulations theCompany has already in place a Risk Management Policy. The Company has a robust RiskManagement framework to safeguard the organization 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 (MDA) Report forming part of the Board's Report.

Statutory Auditors:

As per the provisions of Section 139(2) of the Companies Act 2013 the existingstatutory auditors M/s. Kailash Chand Jain & Co.

Chartered Accountants were appointed by the members of the Company in the last AnnualGeneral Meeting to hold the office of the

Statutory Auditors till the conclusion of 39th Annual General Meeting.

The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with vide dated May07 2018 issued by the Ministry of Corporate Affairs. Accordingly no resolution isproposed for of appointment of Statutory Auditors who were appointed in the Annual GeneralMeeting held on September

29 2017. Hence the resolution to continue the appointment of M/s. Kailash Chand Jain& Co. Chartered Accountants (Registration no: 112318W) as the Statutory Auditors ofthe Company for the balance term has been placed before the Members for approval. Asrequired under Section 139 of the Companies Act 2013 the Company has obtained a writtenconsent from the Auditors to such continued appointment and also a certificate from themto the effect that their appointment would be in accordance with the conditionsprescribed under the Companies Act 2013 and the rules made thereunder as may beapplicable.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 31 2018 does not contain any qualification. The observation in theAuditor's Report by M/s. Kailash Chand Jain & Co. Chartered Accountants have beendealt with in the relevant Notes to Accounts which are self - explanatory.

Internal auditors:

M/s. RSVA & Co. Chartered Accountants Pune 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 Companies Act 2013 the Board has appointed M/s. MalayShah & Associates Practicing Company

Secretary Mumbai as its Secretarial Auditors to conduct the Secretarial Audit of theCompany for the financial year 2017-18. The Secretarial Audit Report for the financialyear ended March 31 2018 is as annexed to this report as Annexure IV. Asspecified in the said report there has been a delay/non-filing of few forms/returns dueto unavailability of requisite information/technical issues. With respect to otherobservations the Secretarial Audit Report is self-explanatory and the observations of theSecretarial Auditor have been addressed under specific headings in the later part of thisReport.

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/investor_pdf/Policy-Related%20Party%20Transaction.pdf ThePolicy 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 theAudit Committee for review and approval. Prior omnibus approval of the Audit Committee issought for transactions which are of repetitive nature as well as for the normaltransactions which cannot be foreseen and accordingly the required disclosures are made tothe Committee on quarterly basis in terms of the approval of the Committee. All relatedparty transactions 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. The particulars of related party transactions in prescribed Form No. AOC - 2 areannexed to this Report as Annexure V except those disclosed in the notes tothe Financial Statements.

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

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status and company's operations in futureexcept as otherwise disclosed in this report.

Deposits

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.

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 the ForeignExchange Outgo is Nil.

Employees Remuneration

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 I.

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 between 1100 hours to 1300 hours on all working daysexpect Saturday 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 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 2018.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 (Listing Obligations and Disclosure Requirements) Regulations2015 read with Schedule V of the said 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 Listing Regulations issued by M/s.Malay Shah & Associates Practicing Company Secretary is annexed to this Report as AnnexureV.

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. 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.

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 Company has filed the writ petition before the Hon'ble High Court Bombaychallenging the order passed by the concerned authority. Meanwhile the Revenue Authorityhas initiated recovery proceedings against the assets of the Company despite the matterbeing sub-judice and the same shall be resolved through the judicial process.

Remuneration to Ex Managing Director and Chief Executive officer

Since Ministry of Corporate Affairs (MCA) has not approved the application ofremuneration of Mr. Ajay Khera Ex- MD & CEO the Company has written off theliability for payment of the dues and he has not held any amount in trust. In the case ofMr. U.B. Singh

MD & CEO of the Company during the year under review the Company has filedapplication to the MCA for approval of remuneration which is pending with MCA. Accordinglypayment made to Mr. U.B. Singh is held in Trust by 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 2018 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.

For and on behalf of the Board of Directors of the Company
Place: Mumbai Nikhil Gandhi
Date: August 14 2018 Chairman