Your Directors are pleased to present the 40" Annual Report of
SKIL Infrastructure Limited (hereinafter Referred to as the Company' or
SKIL') together with the Audited Financial Statements for the year ended March
31, 2023. Financial Highlights (Standalone) The financial performance of the Company for
the financial year ended March 31, 2023 is summarized below:
Particulars |
Year ended March 31, 2023 | |
Year ended March 31, 2022 |
Total Income |
1,171.33 |
6,585.77 |
Less: Expenditure |
6,196.91 |
22,816.61 |
Profit/(Loss) before Depreciation &
Taxation |
(5,025.58) |
(16,230.84) |
Less: Depreciation |
1.43 |
3.40 |
Exceptional Items |
33,852.80 |
- |
Profit/(Loss) before taxation |
28,825.80 |
(16,234.24) |
Less: Provision for Tax / Deferred Tax |
- |
160.20 |
Profit/(Loss) after tax |
28,825.80 |
(16,074.04) |
Fair valuation of non-current investment |
47.85 |
(820.90) |
Actual Gain/(Loss) on defined benefit plans. |
4.20 |
(4.09) |
Total Comprehensive Income of the Year |
28,877.85 |
(16,899.04) |
Add: Balance brought forward from the
previous year |
(350,159.75) |
(3,33,260.71) |
Balance Profit / (Loss) carried forward to
the next year |
(321,281.90) |
(3,50,159.75) |
State of Company's Affairs
Currently, the Company is making all out efforts to ensure reduction of
its debts/liabilities through various means available to it including asset monetization,
settlement/one time settlement with lenders, recovery of its claims from various debtors
etc. Based on the degree of success of such debt reduction efforts, the Company shall
revive its business model of conceptualization and development of infrastructure projects
in strategic partnerships with investors/associates etc. Future Outlook FY 2022-23
witnessed a challenging operating environment marked by geopolitical conflict in Europe
resulting into disruptions in the global supply chain and an unprecedented high-inflation
with food and energy crisis in Europe. In addition to that, most of the central banks
world over resorted to aggressive monetary tightening measures which put the emerging
economies under pressure. All these posed major challenges for India too. However, against
such challenging backdrop, India remained and continues to remain as a bright spot in the
global economy and making its mark at a fast pace as one of the leading economies in the
world. It recently became the 5th largest economy in the world with the goal to achieve
US$5 trillion Gross Domestic Product (GDP) mark. India is undergoing a very rapid social
and economic transformation that is unmatched in history whereby it is moving from
traditional linear value chain to a web of ecosystems. The country's strong and vast
talent pool of young workforce brimming with ideas of cutting-edge technologies and tools
has put India at the forefront of its digitisation journey and putting it at par with
global standards. Evolving demographics such as rising affluence, large young and educated
working population, urbanisation and increasing adoption of technology is rapidly changing
India's economic horizon paving the way for India's sustainable and inclusive
growth. In view of such conducive business environment, the Company is optimistic about
its asset monetization, which, upon realization, will enable the Company to meet its
legitimate liabilities and also to protect the interest of its stakeholders. Dividend In
view of losses incurred by the Company, your Directors do not recommend dividend for the
financial year ended March 31, 2023. Details of Subsidiaries and Associates As on March
31, 2023, the Company has two subsidiaries namely SKIL Shipyard Holdings Private Limited
and SKIL Advanced Systems Private Limited. Besides the same, there are two Associate
Companies as on March 31, 2023, Rosoboronservice (India) Limited and Urban Infrastructure
Holdings Private Limited. As required under SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015, (SEBI Regulations') and the applicable
Accounting Standards, the Consolidated Financial Statements of the Company and its
subsidiaries form part of this Annual Report. For purpose of consolidation, Un-Audited
Financials of the Company's erstwhile subsidiaries namely SKIL (s'pore) Pte Ltd., Gujarat
Dwarka Portwest Ltd. (GDPL) and Chiplun FTWZ Pvt. Ltd. (CFTWZ) have been considered till
the period the same were the subsidiaries of the Company. However, the Financial
Statements of Associate Companies were not available for consolidation.
The performance and financial position of each of the Subsidiaries is
provided in accordance with the provisions of Section 129 read with Rule 5 of the
Companies (Accounts) Rules, 2014 as a separate statement annexed to Financial Statements
in prescribed Form AOC | and hence not repeated here for the sake of brevity. The Company
has formulated a Policy for determining material subsidiaries, which is uploaded on the
website of the Company at www. skilgroup.co.in and can be accessed at http://www.
skilgroup.co.in/investor_pdf/Policy-on-Material-Subsidiaries. pdf. Current status of
litigations against the Company As informed earlier, as per Purchase Agreement
(PA') signed with Reliance Defence Systems Private Limited (RDSPL')
and Reliance Infrastructure Limited (R-Infra') (Reliance Infra
Group') in March, 2015, Reliance Infra Group is under an obligation to ensure release
of all the securities, i.e; Corporate Guarantees, Undertakings, Pledge of shares, Personal
Guarantees furnished by the Company and its Promoters to the lenders of Reliance Naval and
Engineering Limited, erstwhile Reliance Defence and Engineering Limited/ Pipavav Defence
and Offshore Engineering Company Limited (RNEL'). Reliance Infra Group,
however, failed to comply with their obligation to get the said securities
released/discharged by RNEL lenders. Further, as intimated earlier on account of default
by RNEL and Reliance Infra Group as Promoters of RNEL towards its obligations to pay to
RNEL lenders, the security trustee on behalf of the lenders of RNEL invoked the Corporate
Guarantee of the Company and 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 January, 2016.The Company had filed a suit in Ahmedabad Court challenging the
unjustified, wrong and illegal invocation of corporate guarantee and securities by RNEL
lenders. The matter is sub-judice. The Company has also filed a Civil Appeal in the
Supreme Court challenging the National Company Law Appellate Tribunal (NCLAT) order
rejecting the Company's claim on RNEL as a Financial Creditor. Pursuant to invocation of
the Corporate Guarantee and the Personal Guarantees by RNEL lenders, recovery proceedings
against the Company have been filed which are being contested. Financial institutions have
filed applications for claims amounting to Rs. 11,170.53 crores approx. in judicial fora
against the Company (in respect of Corporate Guarantees provided by the Company) alleging
default in respect of the said claim amount. In this regard, the Company has taken
appropriate steps to defend itself in respect of these litigations and the same are
sub-judice. In addition to above, some financial institutions have filed applications for
claims amounting to Rs. 966.48 crores approx. in judicial fora against the Company (as the
Borrower) alleging default in respect of the said claim amount. Out of this, in the matter
of recovery proceedings initiated by IL&FS Financial Services Limited (IFIN) against
SKIL Infrastructure Limited (Company) in Hon'ble High Court, Mumbai for recovery of their
alleged outstanding dues of Rs. 314.19 crores, Hon'ble High Court, Mumbai granted
conditional leave to the Company to defend its case against IFIN subject to deposit of Rs.
233.16 crores with Hon'ble High Court, Mumbai. The Company had filed Appeal against the
said order with the Division Bench of Hon'ble High Court, Mumbai which has been dismissed
by the Hon'ble High Court, Mumbai. However, the Company is considering the option of
challenging the said dismissal of its appeal in the Hon'ble Supreme Court. In this regard,
the Company had also filed criminal complaint against IFIN and others with the Economic
Offences Wing (EoW), Mumbai, for wrongful recovery of its alleged dues. EoW, after
carrying out investigation, registered an FIR against IFIN and others. Apart from this,
the Company has taken appropriate steps to defend itself in respect of these litigations
and the same are sub-judice. Amongst the claims filed against the Company as the Corporate
Guarantor, one financial institution had filed application against the Company (as
Corporate Guarantor) for an amount of USD 609,15,708 (approx. INR 506.27 Crores as on 21
August, 2023) in a UK court which passed an order against the Company. The Company
believes that it has reasonable ground to defend itself and has taken appropriate steps
with regards to process of appeal. In the matter of Stamp Duty on account of Scheme of
Amalgamation & Arrangement, the Revenue Authority had initiated recovery proceedings
against the Company. However, the Company is exploring suitable and appropriate legal
recourse available to it to challenge the said levy of stamp duty. In the matter of an
application/petition seeking to initiate Corporate Insolvency Resolution Process (CIRP)
proceedings against the Company's subsidiary SKIL Shipyard Holdings Pvt. Ltd. (SSHPL)
filed before the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench by IDBI
Trusteeship Services Ltd. (ITSL) acting as the Debenture Trustee for and on behalf of the
Debenture Holder namely Edelweiss Asset Reconstruction Company Limited (EARC) acting in
its capacity as the Trustee of the EARC Trust SC 428 in whose favour the Non-Convertible
Debentures (NCDs) issued by E Cap Equities Limited (the Original Debenture Holder) to
SSHPL were assigned, the Hon'ble NCLT admitted the said application/petition vide its
order dated 9th May, 2023 to initiate CIRP proceedings against SSHPL and appointed an
Interim Resolution Professional (IRP) to carry out the resolution process and vested the
management of SSHPL with the said IRP.
Invocation of Securities
During the year under review, the Company has received intimation on
2" December, 2022 from Grevek Investments & Finance Pvt Ltd. (Grevek) for its
invocation of 2,46,81,804 equity shares of SKIL (s'pore) Pte. Ltd. (8SPL),
7,03,33,314 equity shares of Gujarat Dwarka Portwest Ltd. (GDPL) and 4,67,99,970 equity
shares of Chiplun FTWZ Pvt. Ltd. (CFTWZ) with immediate effect against the Company's
default in repayment of its dues to Grevek amounting to approx. Rs. 1,435 crs. ( includes
interest & other payables ) Hence on account of said invocation, SSPL, GDPL and CFTWZ
ceased to be the Subsidiaries of the Company with effect from 2 December, 2022. The
Company has reduced its liability towards Grevekto the extent of the total valuation of
all those invoked shares. The Company has also received a Possession Notice from IDBI Bank
Ltd. informing the Company that they have taken possession of certain land parcel
mortgaged in their favour by a third party for the loan availed by the Company from IDBI
bank. Material Changes and Commitments No other new material changes and commitments have
occurred between the end of financial year 2022-23 of the Company and the date of this
report affecting the financial position of the Company. Extract of Annual Return In view
of the amendments to Section 92 and Section 134 of the Act, an extract of Annual Return in
the prescribed Form MGT-9 is not required to be published, if the Annual Return of the
Company is placed on its website. The Company has placed the Annual Return of the Company
on its websitewww.skilgroup.co.in and accordingly, the extract is not being published in
Annual Report. Details of Directors The Composition of the Board is in accordance with the
provisions of the Act and SEBI Regulations. Appointment of Directors on the Board is based
on the recommendations of the Nomination and Remuneration Committee (NRC'). NRC
identifies and recommends to the Board, persons of appointment on the Board, after
considering the necessary and desirable competencies. NRC takes into account positive
attributes like skills, knowledge, expertise and industry experience, and background with
due regard for the benefits of 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-appointment, offers himself for re-appointment. A
brief profile of the Director proposed to be re-appointed is provided in the Exhibit to
the Notice of ensuing AGM. The Board of Directors recommends the reappointment at the
ensuing AGM. Further, Mr. Bhavesh Gandhi, on the recommendation of NRC and on the approval
of Board has been re-appointed as the Whole time Director under the category of key
Managerial personnel of the Company w.e.f. August 13,2023 for a tenure of five years
subject to the approval of the shareholders at the forthcoming AGM. At the 39th AGM, Mr.
Rakesh Bajaj was appointed as Independent Director, and Mr. Rakesh Mohan was re-appointed
for a second term as Independent Director to hold the office commencing from February 14,
2022 and November 14, 2022 respectively for a period of 5 (five) years. At the same AGM,
Ms. Priyanka Gandhi was appointed as Director under the category of Woman Director (Non
Independent, Non-Executive). Key Managerial Personnel (KMP') In terms of
provisions of Section 203 of the Act, Mr. Bhavesh Gandhi, Whole-time Director, Mr. Shekhar
Gandhi, Chief Financial Officer and Mr. Nilesh Mehta, Company Secretary are the KMP of
your Company. During the year, there has been no change in the KMP. Details of
Remuneration Disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand
Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annual Return as well in
Corporate Governance Report. Performance Evaluation In view of the provisions of the Act
and SEBI Regulations regarding the performance evaluation of the Directors, Board and its
Committees, the Company had devised transparent criteria for performance Evaluation after
Approval by the NRC /Board of Directors on the basis of which the annual performance
evaluation of the Directors, Board and its Committees has been carried out. The criteria
for performance evaluation of Independent Directors are mainly devised based upon the
parameter for professional conduct, role, functions and duties laid under Schedule IV to
the Act. The evaluation process focused on various aspects of the functioning of the Board
and Committees such as composition of the Board and Committees, participation in
discussions, etc. Performance evaluation of individual Directors was on parameters such as
attendance, contribution, constructive and active participation etc. Mr. V. Ramanan, Mr.
Rakesh Mohan and Mr. Nikhil Gandhi members of NRC inter alia, reviewed the performance of
Non-Independent Directors and the Board as a whole; the performance of the Chairman of the
Company and assessed the quality, quantity and timeliness of flow of information between
the Company Management and the Board, that is necessary for the Board to effectively and
reasonably perform their duties. The performance of all directors was also evaluated by
the NRC. The Board of Directors considered the performance evaluation of the Directors,
Board and Board Committees. The performance evaluation of the Independent Directors was
carried out by the entire Board excluding the concerned Director being evaluated and based
on the evaluation process; the Board had determined to continue the term of all the
Independent Directors. Directors Responsibility Statement In accordance with the
provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors confirm
that: a. Inthe preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures; b. The
Directors had selected such accounting policies and applied them consistently and 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 March 31, 2023 and of the profit and loss of
the Company for that period; c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act,
for safe guarding the assets of the Company and for preventing and detecting fraud and
other irregularities; d. The Directors had prepared the annual accounts on a going concern
basis;and e. The Director shad laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; f. The Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. No Frauds reported by Statutory Auditor There is no instance of frauds
reported by the statutory auditors of the Company for the 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 they fulfill
all the requirements, so as to qualify themselves as Independent Directors under the
provisions of the Act and the SEBI Regulations. Independent Director's Meetings
During the Financial Year 2022-23, the Independent Directors, Mr. Rakesh Mohan, Mr. V.
Ramanan and Mr. Rakesh Bajaj met without the attendance of Non- Independent Directors and
the members of the Management. However Company secretary of the Company was involved in
coordinating the meeting as per the advice of the Independent Directors. The Independent
Directors reviewed the performance of Non- Independent Directors and the Board as a whole;
the performance of the Chairman of the Company and assessed the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. Number of
Board Meetings During the Financial Year 2022-23, five meetings of the Board of Directors
of the Company were held on May 30, 2022, August 12, 2022, (including adjourned meeting),
November 11, 2022, December 3, 2022 and February 13, 2023. The maximum time gap between
any two consecutive meetings did not exceed one hundred and twenty days. Additionally,
committee meetings were held during the financial year including Audit Committee, which
met five times during the year. Details of the same form partof the Corporate Governance
Report annexed to this report. Further, the disclosure regarding the number of meetings of
Board and Committees held during the year, indicating number of meetings attended by each
director form part of the Corporate Governance Report. Audit Committee The Audit Committee
comprises of Mr. V. Ramanan (Chairman), Mr. Rakesh Mohan, Mr.Rakesh Bajaj and Mr. Bhavesh
Gandhi as Members and Mr. Shekhar Gandhi, CFO is Permanent Invitee. All the
recommendations made by the Audit Committee were accepted by the Board. The details with
respect to the meetings, terms of reference, etc. of the Audit Committee are given in
details in the Report on Corporate Governance of the Company. Nomination &
Remuneration Policy The Nomination and Remuneration Committee comprises of Mr. Rakesh
Mohan, Mr.V.Ramanan and Mr. Nikhil Gandhi as Members. The terms of reference of the
Committee are given in the Report on Corporate Governance of the Company. The Nomination
and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly
approved by the Board of Directors of the Company and is annexed to this Report as
Annexure I.
Corporate Social Responsibility (CSR) Policy
In compliance with Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate
Social Responsibility (CSR) Committee comprising of Mr. Nikhil Gandhi (Chairman), Ms.
Gayathri Ramachandran and Mr V. Ramanan , members. On cessation of Ms. Gayathri
Ramachandran as a Director w.e.f September 08, 2021, CSR committee didn't
reconstituted. The Corporate Social Responsibility Policy (CSR Policy')
recommended by the CSR Committee of the Directors has been approved by the Board of
Directors of the Company. The CSR 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 the CSR Committee and an Annual Report on CSR Activities is annexed to
this Report asR Annexure II. Familiarisation Programme The Directors of the Company
are updated, as and when required, of their role, rights, responsibilities under
applicable provisions of the Act and SEBI Regulations, nature of industry in which the
Company operates, etc. The Company holds Board and Committee Meetings from time to time.
The Board of Directors has complete access to the information within the Company. The
Independent Directors have the freedom to interact with the Company's Management. The
Directors are also informed of the various developments in the Company through various
modes of communications. The details of familiarization programs for Independent Directors
of the Company are posted on the website of the Company at the link: http:
/fww.skilgroup.co.infinvestor_pdf/ Familiarisation%20Programme%20for%20I|Ds. pdf Vigil
Mechanism/Whistle Blower Policy The Company has implemented Vigil Mechanism/\Whistle
Blower Policy which encourages the Whistle Blower to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy. The mechanism provides for adequate safeguards against
victimization of Whistle Blower who avail of such mechanism and also provides for direct
access to the Chairman of the Audit Committee, in exceptional cases. The details of Vigil
Mechanism/Whistle Blower Policy are available on the 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
Company has already in place a Risk Management Policy. The Company has a robust Risk
Management framework to safeguard the organization from various risks through adequate and
timely actions. It is designed to anticipate, evaluate and mitigate risks in order to
minimize its impact on the business. The elements of risk as identified for the Company
are set out in the Management Discussion and Analysis (MDA') Report forming
part of the Board's Report. Statutory Auditor M/s GPS & Associates., Chartered
Accountants (Registration No. 121344W) have been appointed as Statutory Auditors of the
Company at the 39" AGM held on December 30, 2022 for a period of 3 years i.e. from
the conclusion of 39thAGM until the conclusion of 42" AGM to be held in the calendar
year 2025. In accordance with the Companies (Amendment) Act, 2017 enforced on May 07,
2018, by the Ministry of the Corporate Affairs, the appointment of Statutory Auditors is
not required to be ratified at every AGM by members and same has been dispensed with.
Accordingly, no such item has been considered in the 40th AGM notice. Auditor The
Auditors' Reportto the Members on the Accounts of the Company for the financial year
ended March 31,2023, contains qualified opinion. The details of Auditors qualification and
management explanation/ views thereon are given below. Basis for Qualified Opinion
(Standalone) a. Attention is drawn towards the Note No. 15.2.(vii) of the standalone
financial statements in case of Reliance Commercial Finance Ltd., which company has
disputed and based on that, the Company, during the year ended 31st March, 2023 has not
accounted interest (excluding penal interest) of Rs. 1,988.15 lakhs on the loan taken from
Reliance Commercial Finance Ltd. Had this been accounted, the Loss and the Liabilities
would have increased to the extent of the amount specified above. b. Attention is drawn
towards the Note No. 15.2.(iv) & 15.2.(vi) of the standalone financial statements in
case of disputed borrowings with certain lenders including IL&FS, and based on that,
the Company, during the year ended March 31, 2023 has not accounted interest (excluding
penal interest) of Rs. 6,520.43 lakhs. Had this been accounted, the Loss and the
Liabilities would have increased to the extent of the amount specified above. c. Attention
is drawn towards the Note No. 15.2.(ii) of the standalone financial statements in case of
borrowings with Yes Bank which has been assigned to J. C. Flowers Asset Reconstruction
Pvt. Lid, the Company, has not accounted interest (excluding penal interest) ascertained
Rs.1,444.00Lakhs. Had this been accounted, the Loss and the Liabilities would have
increased to the extent of the amount specified hereinabove. d. The impact of the penal
interest, compounding interest and other charges, if any, on the borrowings mentioned in
point (a) (b) & (c) above is not ascertainable by the Group due to lack of
confirmation from lenders and cannot be commented upon. e. The outstanding balances in the
books of Holding Company of borrowings of the following banks are subject to confirmation:
. |
Name of Lender (Amount in
Rupees lakhs |
Principal as on 31/03/2023) |
Interest |
1. IDBI Bank |
|
3,337.00 |
5,013.64 |
2. Union Bank |
|
564.14 |
541.20 |
3. J. C. Flowers Assets |
Reconstruction Pvt. Ltd. |
37,058.95 |
1,330.76 |
f. The impact relating to point
(a) to
(e) mentioned above with respect to effect of tax laws which may arise out
of such accounting adjustments, if any, is not ascertainable and cannot be commented upon.
Explanation where audit qualification is quantified On account of disputed loans, the
Company has not booked interest on balances shown as outstanding in current borrowings.
Explanation where audit qualification is not quantified
I. The impact of penal interest on the borrowings mentioned in point d
above is not ascertainable by the Company due to lack of confirmation from lenders and can
not be commented upon. I
I. As the Company has not received confirmations from Banks, the
Management is not able to quantify the impact of the same. II
I. Management's estimation on the impact of audit qualification:
Unascertainable
IV. If management is unable to estimate the impact, reasons for the same:
As the Company has not received confirmation from lenders, the management is not able to
quantify the impact of the same.
V. Auditor's comment on iii & iv above : Not applicable Basis for
Qualified Opinion (Consolidated) Basis for Qualified Opinion
a. Attention is drawn towards the Note No. 16.2.iv of the consolidated
financial statements in case of Reliance Commercial Finance Ltd. & Reliance
Infrastructure Ltd., and based on that the Group, during the year ended 31st March, 2023
has not accounted interest (excluding penal interest) of Rs. 7263.25 Lakhs. Had this been
accounted, the Consolidated Loss for the year and the Liabilities would have increased to
the extent of the amount specified above.
b. Attention is drawn towards the Note No. 16.2. vii & 16.2.xii of the
consolidated financial statements in case of disputed borrowings with certain lenders
including IL&FS Financial Services Ltd., and based on that the Group, during the year
ended 31st March, 2023 has not accounted interest (excluding penal interest) of Rs.
8520.43 Lakhs. Had this been accounted, the Loss for the year and the Liabilities would
have increased to the extent of the amount specified above.
c. In case of outstanding loan of Yes Bank which has been assigned to
J.
C. Flowers Asset Reconstruction Pvt. Ltd, the Company, during the year
ended on March 31, 2023, has not accounted interest (excluding penal interest) ascertained
Rs. 1,444.00 Lakhs respectively. Had this been accounted, the Loss and the Liabilities
would have increased to the extent of the amount specified hereinabove.
d. The impact of the penal interest on the borrowings mentioned in point
(a)
(b) &
(c) above is not ascertainable by the Group due to lack of confirmation
from lenders and cannot be commented upon.
e. The outstanding balances in the books of Holding Company of borrowing
of the following banks are subject to confirmation:
. Name of Lender |
(Amount in Rupees lakhs as on
31/03/2023) |
Principal |
Interest |
1. IDBI Bank |
|
3,337.00 |
5,013.64 |
2, Union Bank |
|
564.14 |
541.20 |
3. J. C. Flowers Assets |
Reconstruction Pvt. Ltd. |
37,058.95 |
1,330.76 |
f. The impact relating to point (a) to (e) mentioned above with respect
to effect of tax laws which may arise out of such accounting adjustments, if any, is not
ascertainable and cannot be commented upon. Explanation where audit qualification is
quantified On account of disputed loans, the Company has not booked interest on balances
shown as outstanding in current borrowings.
Explanation where audit qualification is not quantified
I. The impact of penal interest on the borrowings mentioned in point d
above is not ascertainable by the Company due to lack of confirmation from lenders and can
not be commented upon. II. As the Company has not received confirmations from Banks, the
Management is not able to quantify the impact of the same. III. Management's estimation on
the impact of audit qualification: Unascertainable IV. If management is unable to estimate
the impact, reasons for the same: As the Company has not received confirmation from
lenders, the management is not able to quantify the impact of the same. V. Auditor's
comment on iii & iv above : Not applicable Internal Auditor M/s. RSVA & Co. the
Internal Auditor of the Company for F.Y. 2022-23, have conducted the Internal Audit of the
Company. M/s. SPAK
& Co., Chartered Accountants, Mumbai, have been appointed as
Internal Auditors for conducting internal audit of the Company for the financial year
2023-24. The Internal Auditors independently evaluate the internal controls systems,
monitor implementation of the accounting systems & procedures and statutory
compliances. The Audit Committee periodically reviews the reports of the Internal
Auditors. Secretarial Auditor Pursuant to Section 204 of the Act, the Board has appointed
M/s.Jaisal Mohatta and Associates., Practicing Company Secretary, Mumbai, as its
Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is
annexed to this report as "Annexure III". As specified in the said report, there
has been a delay/non-filing of form/returns due to unavailability of requisite
information/technical issues/ documents. The delayed shall be avoided in future. With
respect to other observation, the Secretarial Audit Report is self-explanatory.
Particulars of Contracts or Arrangements with Related Parties In line with the
requirements of the Act and Listing Regulations, your Company has formulated a Policy on
Materiality of Related Party Transactions & Dealing with Related Party Transactions
which is also available on Company's website at http: /fwww.skilgroup.co
.infinvestor_pdf/Policy-Related-Party-Transaction-1.pdf. The Policy intends to ensure the
proper approval and reporting of transactions between the Company and its Related Parties
in the best interest of the Company and its stakeholders and 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 Audit Committee for review and approval. Prior
omnibus approval of the Audit Committee is sought for transactions which are of repetitive
nature as well as for the normal transactions which cannot be foreseen and accordingly the
required disclosures are made to the Committee on quarterly basis in terms of the approval
of the Committee. All related party transactions attracting compliance Section 188 and /
or Listing Regulations are also placed before the Board for approval, as per the
requirement. In terms of the Policy on Materiality of Related Party Transactions and
Dealing with Related Party Transactions', all Related Party Transactions entered
during the year were in Ordinary Course of the Business and on Arm's Length basis. The
disclosures on related party 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 186 of the Act is given
in the notes to the Financial Statements. Also, pursuant to Schedule V of the SEBI
Regulations, the particulars of Loans/Advances given to Subsidiaries have 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 and complexity of its operations. The Audit Committee
monitors and evaluates the efficacy and adequacy of internal control systems in the
Company. The Company has in place adequate internal financial controls with reference to
Financial Statements. The report of the Statutory Auditors states about the existence of
adequate internal financial control systems and its operating effectiveness. During the
year, no reportable material weakness in the design or operation was observed in the
internal financial controls. Deposits The Company has not accepted any deposits within the
meaning of Section 73 of the Act 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 Sexual Harassment 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 be disclosed relating to the Conservation of Energy, Research and
Development and Technology Absorption as required under the Companies (Accounts) Rules,
2014, for the year under review. Further, the Foreign Exchange Earnings during the year
under review and the Foreign Exchange Outgo is Nil. Employees Remuneration The information
required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as
Annexure IV. In terms of Section 136 of the Act, the Annual Report and
Financial Statements are being sent to the Members of the Company and others entitled
thereto excluding the information pursuant to Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.Particulars in this
regard, if any, will be made available for inspection by the Members at the Registered
Office of the Company between 1100 hours to 1300 hours on all working days, expect
Saturday, up to the date of the ensuing Annual General Meeting. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company Secretary in
this regard. Upon such request, the information will be made available. CEO / CFO
Certificate The WTD in lieu of Chief Executive Officer and the Chief Financial Officer
have issued certificate pursuant to the provisions of Regulation 17(2) read with Part B of
Schedule || of the SEBI Regulations certifying the Financial Statements for the year ended
March 31, 2023. The said certificate forms part of this Report. Management Discussion and
Analysis The Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34 of SEBI Regulations forms part of this Annual Report.
Corporate Governance The Company maintains high standards of Corporate Governance and
adheres to the corporate governance requirements set out by the SEBI. A Report on
Corporate Governance along with a certificate for compliance with conditions 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
V. Code of Conduct The Board of Directors has adopted the Code of Conduct for the
Board Members and Senior Management. A confirmation from the WTD in lieu of Chief
Executive Officer regarding compliance with the said 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 Company www. skilgroup.co.in. Listing Arrangement The Company is yet to pay annual
listing fee (ALF) to NSE for the financial year 2020-21 onwards and to BSE for the
financial years 2021-22 onwards due to some unavoidable circumstances and the company is
hopeful to clear the said dues in the near future. In this matter, company along with its
promoter received notice from NSE and BSE for the payment of ALF and on non-payment of ALF
Stock Exchanges shall take appropriate action under the applicable statue. Further, the
company along with its promoters had also received the Notices from the NSE and BSE for
non-compliance with certain listing and/or Depository Regulations. Further as per SEBI
Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 specifying standard
operating procedure for imposing fines and suspension of trading in case of Non-compliant
with listing and/or depository regulations. The company has yet to pay the fines imposed
by the NSE and BSE and accordingly the said circular the entire shareholding of the
promoter(s) in the company has been frozen. Green Initiative In view of the provision of
the Act and rules framed thereunder and in support of the Green Initiative of the Ministry
of Corporate Affairs, the Company has been sending the Annual Report / Notice of AGM in
electronic mode to those Members whose e-mail IDs are registered with the Company and/or
the Depository Participants unless any Member has requested for a hardcopy of the same.
Appreciations and Acknowledgment The Board of Directors wishes to express its sincere
appreciation and thanks to all customers, suppliers, banks, financial institutions,
solicitors, advisors, Government of India and other regulatory authorities for their
consistent support and co-operation. Your Directors appreciate the contribution made by
the employees of the Company and acknowledge their hard work and dedication. Your
Directors are also deeply grateful to the Members for the confidence and faith that they
have always placed in the Company.
|
By Order of the Board of Directors |
|
SKIL Infrastructure Ltd |
Place: Mumbai |
Nikhil Gandhi |
Date: August 10, 2023 |
Chairman |