To
The Members,
Skyline Millars Limited (the "Company")
The Directors take pleasure in presenting the 103rd Director's Report of the Company
and the Audited Financial Statements for the Financial Year ("FY") ended 31st
March, 2023.
1. FINANCIALS a. Financial Results:
The Company's performance during the FY ended 31st March, 2023 as compared to the
previous FY, is summarized below:
Particular |
Year ended 31st March, 2023 (Rs. In Lakhs) |
Year ended 31st March, 2022 (Rs. In Lakhs) |
| Revenue from Operations (Net) |
15.05 |
0.00 |
| Other income |
43.23 |
207.09 |
| Total Revenue |
58.28 |
207.09 |
| Profit/Loss before finance cost, Depreciation, Exceptional items and |
(160.00) |
84.15 |
| Taxation |
|
|
| Less: Finance Cost |
0.00 |
0.00 |
| Less: Depreciation &Amortization |
0.93 |
1.55 |
| Profit/(Loss) before exceptional items and Taxation |
(160.93) |
82.60 |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit /(Loss) Before Tax |
(160.93) |
82.60 |
| Less: Provision for earlier years |
0.00 |
(0.22) |
| Less: Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss) for the year from Continuing Operation |
(160.93) |
82.82 |
| Loss for the year from discontinuing operations |
(23.42) |
(8.14) |
| Profit/(Loss) for the year |
(184.35) |
74.68 |
| Add: Retained Earnings at the beginning of the year. |
726.32 |
651.64 |
| Add: Realization gain on equity shares carried at FVTOCI |
0.00 |
0.00 |
Amount available for appropriations |
541.97 |
726.32 |
b. Operations:
During the year under review your Company's Sales and Other income was Rs.58.28 Lakhs
as against Rs.207.09 Lakhs for the previous year, decrease of 71.86%.
Revenue from Construction Equipment Division for the financial year ending 31st March,
2023 was Rs.0.13 Lakhs as against Rs.0.08 Lakhs for FY 2021-22. Revenue from the Real
Estate Division was Rs.15.05 Lakhs for the financial year ending 31st March, 2023 as
against Rs. NIL for F.Y 2021-22.
Your Company has incurred a pre-tax Loss from continuing operation of Rs.(160.93) Lakhs
during the financial year ending 31st March, 2023 as compared to the pre-tax profit of
Rs.82.60 Lakhs in the previous financial year and incurred a loss from discontinuing
operation of Rs.23.42 Lakhs as compared to Rs.8.14 Lakhs in the previous financial year.
During the year under review, the Company has earned loss before tax compared to previous
year due to less turnover and increase in expenses.
The Earning Per Share (EPS) of the Company is Rs. (0.46) as compared to 0.19 for the
previous year. The Overall economic slowdown and delay in project execution continue in
2023 hence situation of heavy pressure on margins continued in the year.
The Company is engaged in the activities relating to Real Estate business.
Your company still continues to await approval for Ghatkopar project from the Ministry
of Defence. It is now about 12 years since the time the project has been stalled and the
company is awaiting approvals. This project at Ghatkopar is the main realty development
project of SML with profit potential to drive future activities and growth. The Developer
has filed a SLP in the Supreme Court for relief in this matter and the outcome is awaited.
c. Impact of the Covid:
In view of the lockdown due to COVID-19 pandemic across the country the operations and
business of the Company was affected. However, the situation has now improved and become
normal.
d. Dividend:
Your Directors have not recommended any Dividend for the financial year under review.
e. Transfer to Reserves:
The Company does not propose to transfer any amount to its reserves for the year under
review.
f. Share Capital
There was no change in the Share Capital of the Company during the year. The issued and
paid up share capital of the Company stands at Rs. 402,24,250 (Rupees Four Crore Two Lakhs
Twenty Four Thousand Two Hundred and Fifty only) divided into 402,24,250(Four Crore Two
Lakhs Twenty Four Thousand Two Hundred and Fifty)Equity Shares of face value of Rs. 1
(Rupees one) each.
g. Report on Performance of Subsidiaries, Associates and Joint Venture Companies:
Your Company does not have any Subsidiary, Associate and Joint Venture Company.
h. Credit Rating:
There were no changes in the Credit Rating of the Company as on 31st March, 2023 as
there were no borrowing in the Company.
2. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Financial Statement (Please refer Note No. 4
& 6 of Notes to the Financial Statements).
3. OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013
a. Extract of Annual Return:
The Annual Return as required under Section 92(3) of the Companies Act, 2013 and Rule
12 of the Companies (Management and Administration) Rules, 2014 is available on the
website of the Company and can be accessed at www.skylinemillarsltd.com.
b. Number of Board Meetings:
The Board of Directors met 5 (Five) times during the FY 2022-23. The maximum interval
between any two Board Meetings did not exceed 120 days.
The details of the Board Meetings and the attendance of the Directors are provided in
the Corporate Governance Report.
c. Audit Committee:
The Audit Committee was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The composition of Audit Committee comprises of 4 members
including 3 Independent Non-Executive Directors and 1 Promoter Executive Director:
1. Mr. Vinod N. Joshi, Chairman
2. Mr. Upen M. Doshi, Member
3. Mr. Maulik H. Dave, Member
4. Mr. Niranjan R. Jagtap, Member*
* Mr. Niranjan R. Jagtap has completed his term on 29th September, 2022.
The other details are provided in the Corporate Governance Report.
The Board of Directors of the Company has accepted all the recommendations proposed by
the Audit Committee from time to time.
d. Stakeholders Relationship Committee:
The Stakeholder Relationship Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulation 2015. The composition of Stakeholder Relationship
Committee comprises of 5 members which includes 3 Independent Non-Executive Directors and
2 Promoter Non-Independent Non-Executive Directors:
1. Mr. Vinod N. Joshi, Chairman
2. Mr. Upen M. Doshi, Member
3. Mr. Jatin V. Daisaria, Member
4. Mr. Tarak A. Patel, Member *
5. Mr. Niranjan R. Jagtap, Member**
The other details are provided in the Corporate Governance Report.
*Mr. Tarak Patel has resigned with effect from 11th May, 2022.
** Mr. Niranjan R. Jagtap has completed his term on 29th September, 2022.
e. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee was constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The composition of Nomination and
Remuneration Committee comprises of 4 members which includes 2 Independent Non-Executive
Directors and 2 Promoter Non-Independent Non-Executive Directors.
1. Mr. Upen M. Doshi, Chairman
2. Mr. Vinod N. Joshi, Member
3. Mr. Shilpin K. Tater, Member
4. Mr. Niranjan R. Jagtap, Member*
* Mr. Niranjan R. Jagtap has completed his term on 29th September, 2022.
The Board of Directors has formulated a Policy which set standards for the nomination,
remuneration and evaluation of the Directors and Key Managerial Personnel and aims to
achieve a balance of merit, experience and skills amongst its Directors and Key Managerial
Personnel. Details of the policy are available on the Company's website
www.skylinemillarsltd.com
f. Related Party Transactions:
In line with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
("Listing Regulation"), the Company has formulated a Policy on Related Party
Transactions. The same has been posted on the Company's website at www.skylinemillarsltd.
com.
All the Related Party Transactions that were entered into during the financial year
were on arms' length basis and were in ordinary course of business of the Company. During
the year, no material contracts or arrangements with related parties were entered into
during the year under review. Accordingly, no transactions are being reported in form
AOC-2 in terms of Section 134 of the Act. All Related Party Transactions are placed before
the Audit Committee as also the Board for approval.
g. Deposits:
The Company has not accepted or renewed any deposits from public in terms of Section 73
and/or 74 of the Companies Act, 2013.
h. Other Disclosures:
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transaction on these items during the FY under
review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (Including sweat equity shares) to employees of the Company under
any scheme save and except Employee Stock Option Scheme referred to in this report.
3. No significant or material orders were passed by any Regulators or Courts or
Tribunal which impact the going concern status and the Company's operations in future.
4. There was no change in nature of the business of the Company.
5. The Directors have devised proper systems and process for complying with the
requirements of applicable
Secretarial Standards issued by ICSI.
4. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed "Whistle Blower Policy/ Vigil Mechanism Policy" for
Directors and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations. The Whistle Blower
Policy/Vigil Mechanism Policy as approved by the Board may be accessed on the Company's
website at www.skylinemillarsltd.com
5. AUDITORS
a. Statutory Auditors:
As recommended by Audit Committee and approved by the Board of Directors, M/s. Manubhai
& Shah, Chartered Accountants (Firm Registration Number 106041W/W100136) has been
re-appointed as Statutory Auditors of the
Company for 2nd term of five consecutive years at 99th Annual General Meeting (AGM)
held on 8th August, 2019 from 99th AGM till the conclusion of 104th AGM of the Company.
The Auditors Report for the financial year ended 31st March, 2023 does not contain any
reservation, qualification or adverse remark.
Reporting of Fraud
During the year under review, the Statutory Auditors and Secretarial Auditors have not
reported any instance of fraud committed in the Company by its officers or employees to
the Audit Committee under Section 143(12) of the Act, the details of which needs to be
mentioned in the report.
b. Secretarial Auditor:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing
Company Secretary, Mumbai, was appointed as a Secretarial Auditor of the Company. The
Secretarial Audit Report is annexed as ANNEXURE 1, which forms part of this report.
The Audit Report for the financial year ended 31st March, 2023 does not contain any
reservation, qualification or adverse remark.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Patel (DIN
00165858) and Mr. Jatin Daisaria (DIN 00832728), Directors are liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment at the said meeting. The Board recommends their re-appointment for members
approval. In accordance with the provisions of Sections 196, 197 and 203 read with
Schedule V and other applicable provisions of the Companies Act, 2013, subject to approval
of members at the ensuing Annual General Meeting, on recommendation of Nomination and
Remuneration Committee Mr. Maulik Dave, Whole-time Director is proposed to be re-appointed
as Whole–time Director for further period of 5 years with effect from 27th May, 2024
to 26th May, 2029.
Their brief profile is provided in the Notice convening the ensuing 103rd Annual
General Meeting of the Company.
The Company has received declarations of Independence, pursuant to Section 149(7) of
the Companies Act, 2013 from all the Independent Directors of the Company confirming that
they meet the criteria of Independence as prescribed under Section 149(6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment
and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been
included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar'
(IICA).
During the year under review, there were no change in the Key Managerial Personnel of
the Company. There were following changes in the Composition of Board of Directors of the
Company:
a. Mr. Tarak Patel, Director of the Company resigned on 11th May, 2022. The Directors
place on record their appreciation for the contributions made by Mr. Tarak Patel during
his tenure, as a Director of the Company;
b. Mr. Niranjan Jagtap, Independent Director of the Company has completed his term on
29th September, 2022. The Directors place on record the contributions made by Mr. Niranjan
Jagtap, as Independent Director of the Company;
c. Ms. Soha Shirke has tendered her resignation as Director of the Company for personal
reasons with effect from 18th July, 2022. The Directors place on record their appreciation
for the contributions made by Ms. Soha Shirke;
d. Mrs. Diana Dias was appointed as an Independent Woman Director with effect from 7th
October, 2022 and regularized at the 102nd Annual General Meeting of the Company.
7. ARTICLES OF ASSOCIATION OF THE COMPANY
The Board of Directors of the Company has proposed to replace the existing Articles of
Association with a new set of Article of Association of the Company to comply with the
requirements of the Companies Act, 2013 at the ensuing 103rd Annual General Meeting of the
Company.
8. PERFORMANCE EVALUATION
In compliance with the Companies Act, 2013, and Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance, its committees,
individual directors, Chairperson, Whole-time Director for the year under review.
The Board and Committee functioning was reviewed and evaluated on the basis of
responses from directors, committee members, whole-time director on various aspects of
composition and functioning of board and its committee.
In a separate meeting of Independent Directors, performance of non-Independent
Director, performance of Board as whole and performance of Chairman were also evaluated.
The Board expressed its satisfaction with evaluation results, which reflects high
degree of engagement of Board and its committee with the Company and its management.
9. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company,
its management, operations and provides an overall industry perspective as well as issues
faced by the industry. The Policy on Familiarization Program adopted by the Board and
details of the same are available on the Company's website under the Investors Relations
section at www.skylinemillarsltd.com.
10. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of
employees drawing remuneration and other disclosures are mentioned in ANNEXURE 2, forms
part of this Report.
11. INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
12. MANAGEMENT'S DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis for the year under review, as stipulated in terms
of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of this
Report.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in ANNEXURE 3, which forms part of this Report.
14. CORPORATE GOVERNANCE
The Company has complied with Corporate Governance requirements as prescribed under
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate section on Corporate Governance practices followed by the
Company, together with a certificate from Mr. Prashant S. Mehta, Practicing Company
Secretary (Membership no. A5814 and CoP no. 17341), forms an integral part of this report.
15. CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Corporate Social Responsibilities are not applicable, as the Company
does not exceeded the threshold limits prescribed under Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility) Rules, 2014.
16. RISK MANAGEMENT:
The Company has developed and implemented a Risk Management process which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by the Board and is also subject to its review from time to time.
17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints
Committees at its workplaces. No complaints have been received during the year 2022-23.
18. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF
Pursuant to applicable provisions of the Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends
are required to be transferred by the Company to the Investors Education & Protection
Fund (IEPF) established by the Central Government, after completion of 7 (seven) years.
Further, according to the aforesaid Rules, shares in respect of which dividend has not
been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also
be transferred to the demat account created by the IEPF Authority.
There are no unclaimed/unpaid dividends pending to be transferred to IEPF authority.
The shares transferred to the IEPF Authority can be claimed by the concerned members
from the IEPF Authority after complying with the procedure prescribed under the IEPF
Rules.
19. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Act in relation to the audited Financial Statements
of the Company for the year ended 31st March, 2023, the Board of Directors hereby confirms
hat:
a. in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at 31st March, 2023 and of the loss of the Company for the year ended on
that date;
c. proper and sufficient care was taken for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d. the Annual Accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY
In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes
and commitments which could affect the Company's financial position have occurred between
the end of the financial year of the Company and date of this report.
21. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the customers, shareholders, employees,
suppliers, bankers, business partners/associates, financial institutions and Central and
State Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board of Directors
Skyline Millars Limited
Vinod N. Joshi
Chairman
DIN: 01409387
Date: 3rd August, 2023
Place: Mumbai
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