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SKIL Infrastructure Ltd.

BSE: 539861 Sector: Infrastructure
NSE: SKIL ISIN Code: INE429F01012
BSE 00:00 | 03 Mar 3.20 -0.10
(-3.03%)
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3.28

HIGH

3.28

LOW

3.14

NSE 00:00 | 03 Mar 3.15 0.05
(1.61%)
OPEN

3.10

HIGH

3.25

LOW

2.95

OPEN 3.28
PREVIOUS CLOSE 3.30
VOLUME 13270
52-Week high 5.59
52-Week low 2.03
P/E
Mkt Cap.(Rs cr) 69
Buy Price 3.14
Buy Qty 2270.00
Sell Price 3.28
Sell Qty 240.00
OPEN 3.28
CLOSE 3.30
VOLUME 13270
52-Week high 5.59
52-Week low 2.03
P/E
Mkt Cap.(Rs cr) 69
Buy Price 3.14
Buy Qty 2270.00
Sell Price 3.28
Sell Qty 240.00

SKIL Infrastructure Ltd. (SKIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 36th Annual Report of SKILInfrastructure Limited (hereinafter Referred to as 'the Company' or 'SKIL') together withthe Audited Financial Statements for the year ended March 31 2019.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 31 2019 issummarized below:

(Rupees in Lacs)

Particulars Year ended March 312019 Year ended March 312018
Total Income 2620.73 207.54
Less: Expenditure 27847.89 27311.96
Profit/(Loss) before Depreciation & Taxation (25183.21) (27104.42)
Less: Depreciation 21.98 36.04
Exceptional Items 7869.05 (15435.60)
Profit/(Loss) before taxation (17336.14) (42576.07)
Less: Provision for Tax / Deferred Tax 0.00 0.43
Profit/(Loss) after tax (17336.14) (42575.64)
Other Comprehensive Income/ (Loss)
Fair valuation of non-current investment (134.32) (7582.55)
Actual Gain/(Loss) on defined benefit plans. 3.28 1.09
Total Comprehensive Income of the Year (131.04) (7581.46)
Add: Balance brought forward from the previous year (124028.03) (73870.94)
Balance Profit / (Loss) carried forward to the next year (141495.21) (124028.03)

State of Company's Affairs

The Company philosophy of conceptualizing infrastructure projects that are critical tothe socio-economic growth of the country and executing the same through the Company'svarious subsidiaries/affiliates/associates/joint ventures/special purpose vehiclescontinue as before. The Company had made substantial investments in development of variousinfrastructure projects such as Port SEZ; Logistic Industrial infrastructure andRecreational Infrastructure etc. The Company also proposes to develop a state-of- the-artContainer Freight Station ('CFS') near Jawaharlal Nehru Port Navi Mumbai. Further theCompany is also in the process of reorganizing and restructuring its activitiesbusinesses and also proposes to monetize its assets in line with various policyinitiatives introduced by the respective State Government / Central Government.

Future Outlook

Considering the government's increasing impetus and focus on development of world classinfrastructure in the country the infrastructure space in the country is abound with hugeopportunities with enough space for every major player in the sector. The opportunitiesare in the fields where the Company is already having its presence along with its proventrack record. Continuing its philosophy as mentioned above the Company is fully committedto explore and execute such opportunities and to create fair and enhanced value for allits share/stake holders.

Dividend

In view of losses incurred by the Company your Directors do not recommend dividend forthe financial year ended March 312019. Details of Subsidiaries Associates & JointVentures

As on March 31 2019 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 are twoAssociate Companies as on March 31 2019 Rosoboronservice (India) Limited and UrbanInfrastructure Holdings Private Limited. Sohar Free Zone LLC is the Joint Venture of theCompany.

Out of the aforesaid Subsidiary Companies during the year under review PipavavElectronic Warfare Systems Private Limited have submitted an application to the Registrarof Companies for striking-off its name under Fast Track Exit ('FTE') Mode and Chiplun FTWZPrivate Limited obtained the status of Dormant Company under the Companies Act 2013('Act'). As required under SEBI (Listing Obligations and Disclosures Requirement)Regulations 2015 ('SEBI Regulations') Act and the applicable Accounting Standards theConsolidated Financial Statements of the Company and its Subsidiary Companies JointVenture Associate Company form part of this Annual Report. 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 Companieswere 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 for thesake 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/investor_pdf/Policy-on-Material-Subsidiaries.pdf OtherInformation

As informed earlier the Company as per Purchase Agreement ('PA') signed with RelianceDefence Systems Private Limited ('RDSPL') and Reliance Infrastructure Limited ('R-Infra')('Reliance Infra Group') in March 2015 Reliance Infra Group was under an obligation toensure release of all the securities i.e; Corporate Guarantee Undertakings Pledge ofshares Personal Guarantee furnished by the Company and its Promoters to lenders ofReliance Naval and Engineering Limited erstwhile Reliance Defence and Engineering Limited/ Pipavav Defence and Offshore Engineering Company Limited ('RNEL'). Reliance Infra Grouphowever failed to comply with their obligation to get the said securities released /discharged by RNEL Lenders. Accordingly on March 03 2018 the Company issued legalnotice to Reliance Infra Group for breach of the PA and claimed losses subsequently;Reliance Infra Group issued an Arbitration notice to the Company for breach of warrantiesunder the said PA which has been strongly contested by the Company as false andbaseless. Further as intimated earlier on account of default by RNEL and Reliance InfraGroup as Promoters of RNEL towards its obligations to pay to RNEL lenders the securitytrustee on behalf of lenders of RNEL invoked the Corporate Guarantee of the Company and;the RNEL shares pledged by the Company and SKIL Shipyard Holdings Private Limited('SSHPL') despite the Company and SSHPL not being the Promoters of RNEL since January2016. The Company has already filed a suit in Ahmedabad Court challenging the unjustifiedwrong and illegal invocation of corporate guarantee and securities by RNEL Lenders. Thematter is sub-judice.

During the period under review in connection with investigation on IL & FSFinancial Services Limited ('IFIN') the Serious Fraud Investigation Office Ministry ofCorporate Affairs Government of India and Enforcement Directorate Ministry of FinanceGovernment of India sought certain information from the Company & its Subsidiaries ondealings with IFIN. The Company is fully co-operating with these Agencies and therequisite information has been furnished.

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 Form MGT-7 as requiredunder Section 92 (3) of the Act is available on the website of the Company 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 ofNomination and Remuneration Committee ('NRC'). NRC identifies and recommends to the Boardpersons of appointment on the Board after considering the necessary and desirablecompetencies. NRC takes into account positive attributes like skills knowledge expertiseand industry experience background with due regard for the benefits in diversifying theBoard.

Mr. Shankar Aggarwal Whole time Director ('WTD') resigned from the Board of Directorsdue to personal reasons and other commitments and accordingly ceased to be WTD Directorand also as Director of the Company with effect from August 132019. The Board places onrecord its appreciation of the valuable services rendered by him during his tenure.Further the Board on the recommendation of NRC and subject to the approval of members atthe ensuing Annual General Meeting ('AGM') appointed Mr. Bhavesh Gandhi Vice Chairman ofthe Company as a WTD i.e. Executive Vice Chairman with immediate effect i.e. from August13 2019 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. The NRC and the Board of Directors recommend hisre-appointment as a Director.

Mr. J. Alexander ('JA') on the recommendation of NRC and on the approval of Board attheir meeting held on May 28 2019 has been re-appointed as an Additional IndependentDirector w.e.f May 28 2019 subject to the approval of the Members by way of a specialresolution at the ensuing AGM and who is eligible for re-appointment and meets thecriteria of Independence as provided in the Act and the SEBI Regulations and not liable toretire by rotation to hold office for a second term of 5 (five) consecutive yearscommencing from May 28 2019 to May 27 2024. Further Mr. V. Ramanan ('VR') and Ms.Gayathri Ramachandran ('GR') on the recommendation of NRC and by approval of the Boardat their meeting held on August 132019 have re-appointed as Independent Directors w.e.fSeptember 30 2019 subject to the approval of the Members by way of a special resolutionat the ensuing AGM and who are eligible for re-appointment and meet the criteria ofIndependence as provided in the Act and the SEBI Regulations and not liable to retire byrotation to hold office for a second term of 5 (five) consecutive years commencing fromSeptember 30 2019 to September 29 2024.

The Company has received individual declarations from above independent Directors i.e.JA VR & GR stating that they are eligible for re-appointment and meet the criteria ofindependence as provided under the Act and SEBI Regulations. Further brief profiles ofthe Directors proposed to be re-appointed are provided in the Exhibit to the Notice ofensuing AGM. The Board of Directors recommends re-appointment of the aforesaid Directorsat the ensuing AGM.

Key Managerial Personnel (‘KMP')

In terms of provisions of Section 203 of the Act Mr. Shankar Aggarwal WTD Mr.Shekhar Gandhi Chief Financial Officer and Mr. Nilesh Mehta Company Secretary are theKMP of your Company. During the year there has been no change in the KMP. However onresignation of Mr. Shankar Aggarwal WTD w.e.f. August 13 2019 Mr. Bhavesh Gandhi isappointed as the KMP under the category of WTD with immediate effect.

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) Rules 2014 is annexed to this Report as ‘Annexure II'. None ofthe Directors of the Company are in receipt of any commission from the Company or from anySubsidiary of the Company. The details of remuneration paid to the Directors of theCompany are given in Extract of Annual Return.

Performance Evaluation

In view of the provisions of the Act and SEBI 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 Mr. V. Ramanan Ms. Gayathri Ramachandran and Mr. Rakesh MohanIndependent 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 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 312019 and of the profit andloss 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 assets 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.

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 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

The Independent Directors Mr. J. Alexander Mr. V. Ramanan Ms. Gayathri Ramachandranand Mr. Rakesh Mohan met without the attendance of Non- Independent Directors and themembers 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 andreasonably perform their duties.

Number of Board Meetings

During the Financial Year 2018-19 six meetings of the Board of Directors of theCompany were held on April 16 2018 May 28 2018 August 03 2018 August 14 2018November 13 2018 and February 12 2019. The maximum time gap between any two consecutivemeetings did not exceed one hundred and twenty days. Additionally committee meetings wereheld during the financial year including Audit Committee which met four times during theyear. Details of the same form part of the Corporate Governance Report annexed to thisreport. Further the disclosure regarding the number of meetings of Board and Committeesheld during the year indicating number of meetings attended by each director form part ofthe Corporate Governance Report.

Audit Committee

The Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr. J. Alexander Mr.Rakesh Mohan Ms. Gayathri Ramachandran and Mr. Shankar Aggarwal as Members. All therecommendations made by the Audit Committee were accepted by the Board. The details withrespect to the meetings terms of reference etc. of the Audit Committee are given indetails 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 IN'.

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 Mr. V. Ramanan and Ms. Gayathri Ramachandran as Members. The Corporate SocialResponsibility Policy ('CSR Policy') recommended by the CSR Committee of the Directors hasbeen approved by the Board of Directors of the Company. The CSR Policy may be accessed onthe Company's website at the link:http://www.skilgroup.co.in/investor_pdf/CSR%20Policy.pdf The statutory disclosure withrespect to the CSR Committee and an Annual Report on CSR Activities is annexed to thisReport 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.pdfVigil 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 ManagementPolicy

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 onSeptember 29 2017 for a term of five years until the conclusion of the Company's 39thAnnual General Meeting subject to ratification by the members at every AGM in terms ofSection 139 of the Act. In accordance with the Companies (Amendment) Act 2017 enforced onMay 07 2018 by the Ministry of the Corporate Affairs the appointment of StatutoryAuditors 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 36th AGMnotice.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 312019 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 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 Companies Act 2013 the Board has appointed M/s. JaisalMohatta & Associates Practicing Company Secretary Mumbai as its SecretarialAuditors to conduct the Secretarial Audit of the Company for the financial year 2018-19.The Secretarial Audit Report for the financial year ended March 31 2019 is annexed tothis report as ‘Annexure V'. As specified in the said report there has been adelay/non-filing of few forms/returns due to unavailability of requisiteinformation/technical issues/ documents.

Particulars of Contracts or Arrangements with Related Parties

In line with the requirements of the Act and SEBI 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-Party-Transaction-1.pdf The Policyintends to ensure the proper approval and reporting of transactions between the Companyand its Related Parties in the best interest of the Company and its stakeholders and incompliance 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 SEBI Regulations are also placedbefore the Board for approval as per the requirement.

In terms of the 'Policy on Materiality of Related Party Transactions and Dealing withRelated Party Transactions' all Related Party Transactions entered during the year werein Ordinary Course of the Business and on Arm's Length basis. The disclosures on relatedparty transactions are made in the Notes to the Financial Statements of the Company.Hence the Company has nothing to report in Form AOC-2 and the same is not annexed.

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 adequate internal financial controlsystems and its operating effectiveness. During the year no reportable material weaknessin the design or operation was observed in the internal 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 the Company's operations infuture except as otherwise disclosed in this report.

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 Report and FinancialStatements are being sent to the Members of the Company and others entitled theretoexcluding the information pursuant to Rules 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Particulars in this regard if anywill be made available for inspection by the Members at the Registered Office of theCompany between 1100 hours to 1300

hours on all working days expect Saturday up to the date of the ensuing AnnualGeneral Meeting. If any Member is interested in obtaining a copy thereof such Member maywrite to the Company Secretary in this regard. Upon such request the information will bemade available.

CEO / CFO Certificate

The WTD in lieu of Chief Executive Officer and the Chief Financial Officer have issuedcertificate pursuant to the provisions of Regulation 17(2) read with Part B of Schedule IIof the SEBI Regulations certifying the Financial Statements for the year ended March 312019. 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.

Remuneration to Managerial Persons.

In respect of the remuneration of Mr. U.B Singh (EX- MD & CEO) and Mr. ShankarAggarwal WTD Company is yet to receive the necessary approval as specified under theAct; till such approval is pending remuneration paid were held in trust with them onbehalf of the Company. Action shall be taken in tandem with the relevant provisions of theAct.

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 2019 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.

By Order of the Board of Directors
For SKIL Infrastructure Ltd
Place: Mumbai Nikhil Gandhi
Date: August 13 2019 Chairman

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