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SKYLINE MILLARS LIMITED

th95 ANNUAL REPORT 2014-15

CONTENTS Page No.

Notice 1

Directors' Report 10

Management Discussion & Analysis 18

Secretarial Audit Report 22

Corporate Governance Report 38

Independent Auditors' Report 55

Balance Sheet 59

Profit & Loss Account 60

Notes to Accounts 61

Cash Flow Statement 86

Form of Proxy 87

Attendance Slip 89



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NOTICE

NOTICE IS HEREBY GIVEN THAT THE NINETY FIFTH ANNUAL GENERAL MEETING OF THE

MEMBERS OF SKYLINE MILLARS LIMITED WILL BE HELD AT BABASAHEB DAHANUKUR SABHA

GRIHA , 6Th FLOOR , ORICON HOUSE , 12 K. DUBHASH MARG ( RAMPART ROW) , F0RT, thMUMBAI - 400 023 ON WEDNESDAY, THE 30 SEPTEMBER, 2015 AT 2.30 P.M. TO TRANSACT THE

FOLLOWING BUSINESS.

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st

March, 2015 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint Director in place of Mr. Ashok J. Patel (DIN : 0165858), who retires by rotation and being eligible,

offers himself for re-appointment.

3.

4. To appoint Statutory Auditors and in this regard to consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution.

"RESOLVED THAT in furtherance to the resolution passed in the Ninety Fourth Annual General Meeting held

on September 24, 2014 appointing M/s. Manubhai & Shah., Chartered Accountants (Firm Registration

Number 106041W) as the Statutory Auditors to hold office from the conclusion of the Ninety Fourth Annual

General Meeting until the conclusion of the Ninety Ninth Annual General Meeting and in terms of the

provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and relevant

rules made thereunder, the members of the Company be and hereby ratify their appointment as the Statutory

Auditors from the conclusion of this Annual General Meeting until the conclusion of the Ninety Sixth Annual

General Meeting at such remuneration as may be recommended by the Audit Committee of the Board of

Directors and finalized by the Board of Directors in consultation with the Statutory Auditors"

SPECIAL BUSINESS:

5. Appointment of Mrs. Soha S. Shirke (DIN: 07131309) as a Non-Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution.

"RESOLVED THAT Mrs. Soha S. Shirke,(DIN: 07131309) who was appointed as an Additional Director of the

Company with effect from 26th March, 2015 in terms of Section 161 of the Companies Act, 2013 and who

holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received

a notice in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing her

candidature for the office of a Director, be and is hereby appointed as a Non-Independent Director of the

company liable to retire by rotation."

6. Appointment of Mr. Niranjan R. Jagtap (DIN: 01237606) as a Non-Executive Independent Director of the

Company.

To appoint Director in place of Mr. Jatin V. Daisaria (DIN : 00832728), who retires by rotation and being

eligible, offers himself for re-appointment.


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To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other

applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for

the time being in force) and Clause 49 of the Listing Agreement, Mr. Niranjan R. Jagtap (DIN: 01237606), who

qualifies for being appointed as a Non-Executive Independent Director and in respect of whom the Company

has received a notice in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit,

proposing candidature of Mr. Niranjan R. Jagtap, for the office of Director, be and is hereby appointed as a

Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold office for 5

(five) consecutive years for a term up to September 29, 2020."

By order of the Board of Directors SKYLINE MILLARS LIMITED

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Ganesh R. Nalawade (Company Secretary)

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than fifty members holding in aggregate, not more than ten percent of the total share capital of the Company. Members holding more than ten percent of the total share capital of the Company may appoint a single person as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto.

ht3. The Register of Members and Share Transfer Register shall remain closed from Thursday the 24 September, th2015 to Wednesday the 30 September 2015 (both days inclusive).

4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their email address either with the Company or with the Depository Participant(s). Members who have not registered their email address with the Company can now register the same by submitting a duly filled-in 'E-communication Registration Form' available on the website of the Company www.skylinemillarsltd.com to M/s Link Intime India Pvt. Ltd or Investor Service Department of the Company. Members holding shares in demat form are requested to register their email address with their Depository Participant(s) only. Members of the Company who have registered their email address are also entitled to receive such communication in physical form, upon request.



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5. The business set out in the Notice will be transacted through remote electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to remote e-voting are given in this Notice under Note No. 11. The Company will also send communication relating to remote e-voting which inter alia would contain details about User ID and password along with a copy of this Notice to the members, separately.

6. Members holding shares in demat form are hereby informed that bank particulars registered with their respective Depository Participants, with whom they maintain their demat accounts, will be used by the Company for the payment of dividend if any. The Company or its Registrar cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participants of the Members. Members holding shares in demat form are requested to intimate any change in their address and / or bank mandate immediately to their Depository Participants.

7. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose email address are registered with the Company or the Depository Participant(s), unless the Members have registered their request for the hard copy of the same. Physical copy of the Notice of AGM, Annual Report and Attendance Slip are being sent to those Members who have not registered their email address with the Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in Attendance Slip at the Registration Counter at the AGM.

8. The members holding the shares in physical form can avail of the nomination facility in terms of Section 72 of the Companies Act, 2013, by furnishing Form SH. 13 (in duplicate) to the Company or the Registrar and Transfer Agent of the Company. The nomination form can be downloaded from the Company's website www.skylinemillarsltd.com under the section 'Investor Relations'. In case of shares held in dematerialized form, a nomination form will have to be lodged by the members with their DPs.

9. In terms of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel (DIN: 0165858) and Mr. Jatin V. Daisaria (DIN:00832728) Directors, retire by rotation at the Meeting and being eligible, offer them for reappointment.

The Board of Directors of the Company recommends their reappointments. Brief resume of Directors including those proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and Memberships / Chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is provided as an Annexure to the Notice.

10. In terms of the applicable provisions of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). Those members who have so far not encashed their Dividend Warrants may claim or approach the Company for the payment thereof. Kindly note that after such date the members will have to claim such dividend from such IEPF in accordance with the Rules prescribed by the Central Government under the Companies Act, 2013.

The details of dividend declared / paid from the year 2007-08 proposed to be transferred to IEPF until the conclusion of the next Annual General Meeting are given below:



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Date of declaration

Dividend forthe year

Dividend ` per share

Due date of theproposed transfer

to IEPF

30-Sept-2008Final Dividend

(2007-08)` 0.10 ` 1,60,802/- 04- Dec -2015

Dividend Amount `

11. Information and other instructions relating to e-voting are as under:

Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. The members, whose names appear in the Register of Members / list of Beneficial

rdOwners as on Wednesday, 23 September, 2015, i.e. the date prior to the commencement of book closure, are entitled to vote on the Resolutions set forth in this Notice. The members may cast their votes on electronic voting system from place other than the venue of the meeting (remote e-voting). The remote e-voting period

htwill commence at 9.00 a.m. on Saturday, 26 September, 2015 and will end at 5.00 p.m. on Tuesday, 29 September, 2015. The Company has appointed Mr. Hemant Shetye of M/s. HS Associates, Practising Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner.

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The instructions for shareholders voting electronically are as under:(I) The voting period begins on 26/09/2015 at 9.00 A.M. and ends on 29/09/2015 at 5.00 P.M. During this

period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (23/09/2015), may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:



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For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the sequence number which is printed on Annual Report Envelop / Annual Report.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.i. Please enter the DOB or Dividend Bank Details in order to login. If the

details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menu wherein

they are required to mandatorily enter their login password in the new password field. Kindly note that

this password is to be also used by the demat holders for voting for resolutions of any other company on

which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is

strongly recommended not to share your password with any other person and take utmost care to keep

your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions

contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option

"YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to

the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be

displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL"

and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the

Voting page.



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(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non - Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required

to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed

to [email protected].

• After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the

accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to

verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email

to [email protected].

12. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained

by the depositories as on the cut-off date i.e. Wednesday, September, 2015 only shall be entitled to avail

the facility of remote e-voting as well as voting in the AGM. The person who is not a Member as on the cut-off

date should treat this Notice for information purpose only.

13. The Scrutinizer, after scrutinizing the votes cast at the AGM and through remote e-voting, will, not later than

three days of conclusion of the AGM, make a consolidated scrutinizer's report and submit the same to the

Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on the website

of the Company www.skylinemillarsltd.com and on the website of CDSL. The results shall simultaneously be

communicated to the Stock Exchanges.

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Mumbai, August 6, 2015.



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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 5.

Mrs. Soha S. Shirke, was appointed as an Additional Director w.e.f. 26 March, 2015 in accordance with the

provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 she

holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received

request in writing from a member(s) of the company proposing Mrs. Soha S. Shirke as a candidate for appointment

as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of

the Companies Act, 2013.

Item No. 6.

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Brief resume of Mrs. Soha S. Shirke

Mrs. Soha S. Shirke, is a Bachelor of Legal Science from Government Law College and has done LL.B. She has an experience in the legal matters pertaining to Realty Sector under Maharashtra Ownership Flat Act 1963 (MOFA), Tenancy Law, Maharashtra Co-Operative Societies Act, 1960, Slum Rehabilitation Act, 1995, Consumer Protection Act, 1986 and Development Control Regulations. She is providing consultancy services in the Infrastructure and Realty Sector.

The Board feels that presence of Mrs. Soha S. Shirke on the Board is desirable and would be beneficial to the company and hence recommend resolution No. 5 for adoption.

Except Mrs. Soha S. Shirke, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.

In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of an Independent

Director requires approval of members. Based on the recommendation of the Nomination and Remuneration thCommittee, the Board of Directors at its meeting dated 6 August, 2015 appointed Mr. Niranjan R. Jagtap, as an

additional Director and proposes Mr. Niranjan R. Jagtap, to be appointed as an Independent Director of the

Company in the Annual General Meeting. The appointment of Mr. Niranjan R. Jagtap shall be effective upon

approval by the members in the Meeting.

The Company has received a notice in writing from a member(s) along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Niranjan R. Jagtap for the office of Director of the Company. Mr. Niranjan R. Jagtap is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received a declaration from Mr. Niranjan R. Jagtap that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Niranjan R. Jagtap fulfills the conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr. Niranjan R. Jagtap is independent of the management and possesses appropriate skills, experience and knowledge.



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Brief resume of Mr. Niranjan R. Jagtap

Mr. Niranjan R. Jagtap, is B.COM, & LLB. He enrolled as an advocate in 1971 and registered as an Advocate on the Original Side of the High Court in 1981. He was appointed as a Notary Greater - Bombay by Govt. of Maharashtra in 1983.

H is practicing independently since 1981 and since 1983 in the firm name of M/s. Niranjan Jagtap & Co., Advocates & Notary. He has a vast experience in Litigation and filing of matters before the High Court at Judicature at Bombay (Original side and Appellate side), Company Law Board, Debt Recovery Tribunals, and Arbitrations generally and more particularly relating to Real Estate.

He does not hold any shares of the Company. Copy of the draft letter for appointment of Mr. Niranjan R. Jagtap as an Independent Director setting out the terms and conditions is available for inspection by members at the registered office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges. Except Mr. Niranjan R. Jagtap, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.


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Mumbai, August 6, 2015.

MAP



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ANNEXURE TO ITEMS 2,3, 5, and 6 OF THE NOTICE

Details of Directors seeking re-appointment at theForthcoming Annual General Meeting

(In pursuance of Clause 49 of the Listing Agreement)

Name of Director Mr. Ashok J. Patel Mr. Jatin V. Daisaria Mrs. Soha S. ShirkeMr. Niranjan R. Jagtap

Director Identification

Number(DIN)0165858 00832728 0123760607131309

Date of birth 06/09/1944 03/05/1964 25/08/194618/06/1981

Nationality Indian Indian IndianIndian

Date of Appointment

on Board17/03/1972 24/04/2007 06/08/201526/03/2015

Qualification B.Sc Mechanical

Engg , M.B.A

B.Com B.COM, LL.B.LL.B., Bachelor of

Legal Science from

Government Law

College

Shareholding in SML 7,85,230 NIL NIL NIL

List of Directorships

held in other

Companies (excluding

foreign, private and

Section 8 Companies)

1.GMM Pfaudler

Limited

2.Ready Mix

Concrete Limited

3.Karamsad

Investment Limited

Karamsad Holdings

Limited

1.Indowind Energy Ltd.2.Ind Eco Ventures Ltd.3.BVK Agri Producer Company Ltd.

NIL NIL

Memberships /

Chairmanships of

Audit and Stakeholders'

Relationship

Committees across

Public Companies

1) Indowind Energy

Ltd.

NIL NILNIL



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Directors' Report

ToThe Members,Skyline Millars Limited

Your Directors have pleasure in presenting the 95 Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March, 2015.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results The Company's performance during the year ended 31 March, 2015 as compared to the previous financial year, is summarized below:

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PARTICULAR F.Y. 2014-15

(` in lacs)

Revenue from Operations (Net) 617.27 1,443.11

Other income 68.76 125.67

Total Revenue 686.03 1,568.78

Profit/Loss before finance cost, Depreciation, Exeptional items and Taxation (247.54) 84.41

Less: Finance Cost 83.76 25.13

Less: Depreciation & Amortisation 103.45 37.20

Profit before exceptional items and Taxation (434.75) 22.08

Less: Exeptional Items - -

Profit Before Tax (434.75) 22.08

Less: Current Taxes - -

Less: Deferred Tax 42.44 53.39

Profit After Tax (477.19) (31.31)

Add: Surplus in Statement of Profit & Loss at the beginning of the year.

after adjustments 2045.33 2,052.04

Add: Mat Credit entitlement - 26.71

Amount available for appropriations 1568.14 2,047.44

Transferred to General Reserves - -

Profit and Loss Balance Carried Forward 1568.14 2047.44

F.Y. 2013-14

(` in lacs)

b. OPERATIONS:During the year under review your Company's Sales and Other income was Rs. 686.03 lacs as against Rs.1,568.78 Lacs for the previous year, a decline of 56.27%.

stRevenue from Construction Equipment Division for the financial year ending 31 March, 2015 was Rs.160.11 lacs as against Rs.306.71 lacs for F.Y 2013-14.




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stRevenue from Pre-Cast Pipes Division for the financial year ending 31 March, 2015 was Rs. 252.82 lacs as against Rs. 42.28 lacs for F.Y. 2013-14.

stRevenue from the Real Estate Division was Rs.204.34 lacs for the financial year ending 31 March, 2015 as against Rs1,094.11 lacs for F.Y 2013-14.

stYour Company has incurred a pre-tax loss of Rs. 434.75 lacs during the financial year ending 31 March, 2015 as compared to the pre-tax profit of Rs. 22.08 lacs in the previous financial year, this significant decline was due to general slowdown in the infrastructure sector affecting adversely all the business segments of the Company.

The delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.Further increased capital investments during the F.Y. 2013-14 in Wada unit and change in the Depreciation policy as per Schedule II of the Companies Act, 2013 has also accentuated the losses.

The increased depreciation caused an additional deferred tax provision thereby enhancing the post-tax loss to stRs. 477.19 lacs for the financial year ending 31 March, 2015.

The Earning Per Share (EPS) of the Company is Rs. (1.19) as compared to (0.08) paise of the previous year. Due to economic slowdown, external factors remained challenging, inflationary pressures impacted the demand resulting in overall decline in the operations of your Company.

The Company continues to be engaged in the activities pertaining to Construction Equipment, Real Estate and Pre-cast Pipes. There was no change in nature of the business of the Company, during the year under review.

g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:thYour Company has received an arbitration award dated 7 July, 2015 in the case of claim made against the

Company by the Director General of Border Road, (DGBR) Government of India. The matter pertains to supply of two Hot Mix Plants by the Company to DGBR in the year 1998. DBGR had made a claim of Rs. 3,14,72,636/- alleging supply of defective plants. The matter was referred to arbitration in 2001. The sole arbitrator has given an

thaward dated 7 July, 2015. By this award, the Company is required to pay to DGBR claim of Rs. 61,80,438/- and Rs. 63,12,008/- by way of interest and Rs. 6,69,250/- by way of Cost of arbitration proceedings. The said aggregate amount of Award of Rs. 1,31,61,696/- is to be paid within 4 months from receipt of copy of this award. On failure to pay, Company shall be liable to pay interest on this awarded amount @ 9% per annum simple from

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:Your Company did not have any subsidiary, associate and joint venture company.

d. DIVIDEND:Considering the loss incurred in the current financial year, your Directors have not recommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of any amount to reserves.

f. DEPOSITS:The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.




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the date of the award. Upon receipt of the said amount, DGBR is required to return the said two Hot Mix Plants to the Company. Towards this claim of DGBR, the Company has shown in its Financial Statement for the financial

styear ended 31 March, 2015 contingent liability of Rs. 3,14,72,636/- including the amount of award. On the basis of opinion from Company's legal advisors, the Company intends to challenge the said award in the High Court.The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders passed by the Sales Tax Officer under BST Act, 1959 and CST Act, 1956 for the financial years 2001-02 to 2004-05. As per the legal opinion received from the tax consultants, the Company has already filed appeals disputing the said demands including interest and penalty. Taking into account the advice received from the tax consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in the accounts for the financial year ended 31st March, 2015.

j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIESContracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly the disclosure of Related Party Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com.

(Please refer Note No. 13 of Notes to the Financial Statements).

l. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:Company has not given any loan, guarantee or provided any security or otherwise any financial assistance for the purpose of, or in connection with, purchase or subscription made or to be made, by any person of or for any shares in the company or in its holding company, and does not have any scheme relating thereto, so this disclosure is not applicable.

h. 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.

i. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

k. 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

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNELa. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. Anand J. Vashi, Independent Director and Chairman of the Company resigned from the Directorship of



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the Company w.e.f. 19 March, 2015 due to personal reasons.

Mrs. Soha S. Shirke (DIN: 07131309) was appointed as an additional Director of the Company on 26th March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received notice from shareholder(s) along with requisite deposit proposing the candidature of Mrs. Soha S. Shirke for appointment as Director at the ensuing Annual General Meeting.

Mr. Ganesh R. Nalawade was appointed as Key Managerial Person designated as Company Secretary and Compliance officer of the Company in place of Mr. Dhawal J. Vora, Dy. G.M.Finance & Company Secretary who resigned with effect from 15th May, 2015.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-à-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIESa. BOARD MEETINGS:

The Board of Directors met 4 times during the financial year ended 31 March 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under.The dates on which the Board of Directors met during the financial year under review are 28 May, 2014, 12 August, 2014, 12 November, 2014 and 3 February, 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31 March, 2015, the Board of Directors hereby confirms that: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 31 March, 2015 and of the profit/loss of the Company for that year;

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.

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Mr. Niranjan R. Jagtap (DIN: 01237606) was appointed as an additional Director of the Company on th6 August, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has

received notice from a member along with requisite deposits proposing the candidature of Mr. Niranjan R. Jagtap, for appointment as an Independent Director at the ensuing Annual General Meeting.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel and Mr. Jatin V. Daisaria Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their approval.

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c. NOMINATION AND REMUNERATION COMMITTEE:The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.The composition of the committee is as under:

The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

d. AUDIT COMMITTEE:The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Anand J. Vashi, Chairman, (up to 19 March, 2015)2. Mr. Vinod N. Joshi, Member3. Mr. Upen M. Doshi, Member and 4. Mr. Maulik H. Dave, Member

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE: During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Anand J. Vashi, Chairman (up to 19th March, 2015), Mr. Vinod N. Joshi, Mr. Tarak A. Patel, Mr. Jatin V. Daisaria, and Mr. Upen M. Doshi.

The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES: The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "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.

th1. Mr. Upen M. Doshi, Chairman, (w.e.f. 12 August, 2014)th th2. Mr. Anand J. Vashi, Chairman, (up to 28 May, 2014 and Member up to 19 March, 2015)

3. Mr. Jatin V. Daisaria, Member 4. Mr. Shilpin K. Tater, Member

rd5. Mr. Vinod N. Joshi, Member (w.e.f. 3 February, 2015)

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g. RISK MANAGEMENT POLICY:The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY: The provisions of Corporate Social Responsibilities are not applicable, as the Company does not come within the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the rules framed there under.

The Vigil Mechanism Policy as approved by the Board may be accessed on the Company's website at www.skylinemillarsltd.com.

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.The Evaluation Criteria applied are:

(a) For Independent Directors:• Knowledge and Skills• Professional conduct• Duties, Role and functions(b) For Executive Directors• Performance as Team Leader/ Member.• Evaluating Business Opportunity and analysis of Risk Reward Scenarios• Professional Conduct, Integrity• Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

j. INTERNAL CONTROL SYSTEMS:The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and Committee Meetings. Disclosures of Remuneration of KMP's and comparison of their remuneration with other employees and performance of the Company is given in ANNEXURE A.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.



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l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY COMPANIES:None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.

4. AUDITORS AND REPORTSThe matters related to Auditors and their Reports are as under:a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH

2015: stThe observations made by the Statutory Auditors in their report for the financial year ended 31 March,

2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015: Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s H.S. Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by M/s H.S. Associates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The

stSecretarial Audit Report for the financial year ended 31 March, 2015 is annexed herewith marked as ANNEXURE B

c. RATIFICATION OF APPOINTMENT OF AUDITORS:Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Manubhai & Shah, Chartered Accountants, the Statutory Auditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

d. COST AUDITORS:Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies Cost (Record and Audit) Rules as amended, Notification and Circulars issued by the Ministry of Corporate Affairs, Cost Audit is not applicable to the Company as Company does not comes with in the purview of threshold limits specified in the Rules.

5. OTHER DISCLOSURESOther disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. EXTRACT OF ANNUAL RETURN:Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for

stthe financial year ended 31 March, 2015 made under the provisions of Section 92(3) of the Act is attached as ANNEXURE C which forms part of this Report.



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b. 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 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE D which forms part of this report.

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of Schedule V):Directors of the Company are not paid any remuneration except sitting fees for attending the Board and Committee meetings, as such the disclosure as per Section II of Schedule V to the Companies Act, 2013 are not applicable.

6. GENERALYour Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year 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 ESOS referred to in this Report.3. Except as stated elsewhere in the Directors Report no significant or material orders were passed by the

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that 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.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, 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

Vinod N. JoshiChairmanDIN: 01409387



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MANAGEMENT DISCUSSION & ANALYSIS

Indian EconomyIn the fiscal year 2014-15, the macroeconomic environment showed a marked improvement over the previous years as a result of positive structural reforms undertaken by the new government. The core sectors banking, insurance, defence and infrastructure has been given special attention by the new government. However, the impact of the various policy measures announced have not been yet realized in terms of significant improvement in economic indices. The industry sentiment in general is however optimistic that the revival of economic growth is expected in the future years to come.

A. Industry Structure & DevelopmentThe Infrastructure industry to which the Company belongs continued to face several challenges during the F.Y. 2014-15 in terms of delays in securing regulatory approvals, lack of investments, low demand etc. This has adversely impacted the operations of the Company. However certain positive indicators such as proposed legislations on the Goods & Services Tax (GST) as well as the highly anticipated lowering of interest rates, the focus on housing for all, the Government's initiative on 'Make in India', the proposal to build smart cities in India etc.,are all likely to give the required impetus to the investment and demand in the industry.

B. Segment Wise Operational PerformanceDue to delayed regulatory approvals as well as sluggish demand and there was a significant decline in operational revenues. Revenue from Construction Equipment Division for the financial year ending March 31, 2015 was Rs.160.11 lacs as against Rs.306.71 lacs for F.Y 2013-14.Revenue from Pre-Cast Pipes Division for the financial year ending March 31, 2015 was Rs. 252.82 lacs as against Rs. 42.28 lacs for F.Y. 2013-14.Revenue from the Real Estate Division was Rs.204.34 lacs for the financial year ending March 31, 2015 as against Rs 1,094.11 lacs for F.Y 2013-14.The inordinate delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.

C. Outlook, Opportunity and ThreatsThe previous two years were challenging for the Industry in general and also for your company and the factors that resulted in the poor performance are expected to subsist in the first half of the current financial year.The Company is hopeful that various policy initiatives mooted by the current government at the center along with renewed interest & focus on the infrastructure industry will yield positive results from the second half of current financial year. Your Company is confident that the Government's plans to set up 100 smart cities across the country providing modern amenities, education and employment opportunities will give the required impetus to all the business segments of the Company.

Real EstateSeveral factors such as continued economic growth, trend towards nuclear families, young working population, rising disposable incomes, increased urbanization etc. continue to act as strong drivers for long term sustainable real estate demand. Further the Government's proposal to introduce Real Estate Investment Trusts (REITs) will help investors channelize their investments into India's realty sector through a regulated mechanism, which will immensely help the sector.The Company's proposal to develop nearly 4,400 square mts having a carpet area of 47,000 square feet of residential premises at its Ghatkopar site, has been delayed on account of issues relating to various regulatory



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approvals. If these issues are sorted out then the Company may be in a position to commence implementing this project in the second half of the financial year 2016-17 and the same will significantly improve the future performance and cash flows of the Company.Inflation, higher interest rates, high risk weight-age for loans to companies operating in the sector, non-availability of low cost working capital, time lag during the project approval process, higher statutory levies etc. continue to remain as challenges faced by the sector as a whole.

Pre-caste Concrete Pipes and ManholesWada unit of pre-cast concrete pipes and manholes having state-of-art-technology has been operational from December 1, 2013 and the market demand for pre-cast concrete pipes has been found to be good. The Company has utilized the last fiscal year (FY 14-15) for establishing a good customer base which will enable it to achieve good volumes & higher capacity utilization in the coming years. The Company is proposing to introduce a new product viz., Pre-Cast Manholes using the state of the art imported technology. The “Manholes System” being introduced is the first of its kind in India and will be a niche product for the Company & the industry. The Company has received excellent market response for the product & is confident of securing good orders in the current fiscal year. This product is also expected to positively impact the Segmental performance of the company. There is a huge potential for manholes & pipes in the various Infrastructure projects such as development of 'Smart Cities' proposed by the current government for use in projects of water supply, drainage and sewerage systems etc., leading to good business & growth prospects for the Company.

D. Internal Control Systems and their adequacyYour Company has a proper and adequate system of Internal Controls to ensure that all assets are adequately safeguarded and protected against loss from unauthorized use or disposal and commercial transactions are authorized, recorded and reported correctly. The internal control system is supplemented by an extensive program of internal audit and periodic review by the management. The system is designed to adequately ensure that financial and other records are reliable for presenting financial information and other data including maintenance of fixed assets. The Audit Committee reviews observations and recommendations contained in Internal Audit Reports at its periodic meetings where Internal Auditors also participate.

E. Human Resources and Industrial RelationsThe Company considers its organizational structure to be evolving consistently over time while continuing with its efforts to follow good HR practices. Our passion is to improve daily living and to create a workplace where every person can aspire to achieve his or her full potential. We encourage individuals to go beyond the scope of their work, undertake voluntary projects that enable them to learn and contribute innovative ideas in meeting the goals of the Company. The Company strongly believes that its intrinsic strength lies in the quality of its dedicated and motivated employees.

F. Cautionary StatementThis discussion and analysis contain forward looking statements that reflects our current views with respect to future events and financial performance. The actual results may differ materially from those anticipated in the forward looking statements on account of many uncontrollable factors.



ANNEXURE - APARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

(Pursuant to Section 197 sub-section 12 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Sr. No. Requirements Disclosure

The ratio of the remuneration of each director to the median remuneration of the employees for the financial year;

The percentage increase in remuneration of CFO &CS in the financial year;

The percentage increase in the median remuneration of employees in the financial year;

The number of permanent employees on the rolls of the Company;

The explanation on the relationship between average increase in remuneration and Company Performance;

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotation of the shares of the company in comparison to the current financial year and previous year;

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile

The Directors are not being paid any remuneration except sitting fees for attending the Board and Committee Meetings. Therefore the disclosure pertaining to the ratio of remuneration of director to the median remuneration of employees for the financial year does not apply.

Mr. ShivakumarAiyar, CFO 10.10%Mr. Dhawal J. Vora, Dy. G.M. 3.94%Finance & Company Secretary

The median remuneration of the employees in the financial year was increased by 7.35%

stThere were 27 employees as on 31 March , 2015.

There was no revision in the remuneration of the employees during the past 2 years preceding the financial year 2014-15.

Average increase in the remuneration of KMPs was 7.02 % during the financial year 2014-15. However during the same period Company incurred a loss of Rs. 4.34 crore.

The Market capitalization of the Company has increased from Rs. 12.07 crores as of March 31, 2014 to Rs. 14.52 crores as of March 31, 2015. Over the same period, the price to earnings ratio moved from (37.5 ) to (3.03). The Stock price of the equity shares of

stthe Company as at 31 March , 2015 has increased by st20.33 % to Rs. 3.61 from the Rs.3.00 as of 31 March ,

2014.

The Directors are not being paid any remuneration except sitting fees for attending the Board and Committee Meetings. Accordingly the disclosure of comparison is not made.

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increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company;

The key parameters for any variable component of remuneration availed by the directors;

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Affirmation that the remuneration is as per the remuneration policy of the Company.

Average percentage increase in the salaries of employees other than managerial personnel is 11.57%. There was no revision in the remuneration of the employees during the past 2 years preceding the financial year 2014-15.

Average increase in the remuneration of KMPs was 7.02 % during the financial year 2014-15. However during the same period Company incurred a loss of Rs. 4.34 crore.

There were no variable components in the remuneration of Directors.

Directors are not paid any remuneration except sitting fees for attending the Board and Committee Meetings.

Remuneration paid during the year 2014-15 is as per the Remuneration Policy of the Company.

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ANNEXURE - B

SECRETARIAL AUDIT REPORT

Form No. MR-3

For the financial year ended on March 31, 2015.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014].

To,

The Members,

Skyline Millars Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence

to good corporate practices by Skyline Millars Limited (hereinafter called the "Company"). Secretarial Audit was

conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Based on our verification of the Skyline Millars Limited, books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the information provided by the Company, its officers, agents

and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the

Company has, during the audit year covering the financial year ended on March 31, 2015, complied with the

statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-

mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers and minute books as mentioned in Annexure I, Forms and returns filed and

other records maintained by Skyline Millars Limited ("The Company"), for the year ended on March 31, 2015

according to the applicable provisions, if any, of:

I. The Companies Act, 1956 and the Companies Act, 2013 (the Act) and the Rules made there under, as

applicable;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 ('SEBI Act') were applicable during the period:-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

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d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,

1993 regarding the Companies Act and dealing with Client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and

VI. We have relied on the representation made by the Company and its Officers for systems and mechanism

formed by the Company for Compliances under other applicable Act, Laws and Regulations to the Company.

We report that, since the Secretarial Standard-1 "Meeting of Board of Directors" and Secretarial Standard-2

"General Meetings" are effective from 1st July, 2015, compliance are not required for the year ended March 31,

2015 as per notification dated April 23, 2015 issued by the Institute of Company Secretaries of India. We further

report that the Company has complied with the applicable clauses of the Listing Agreement entered into by the

Company with the Stock Exchanges.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations, and

Guidelines, mentioned above subject to the following observations:

th• The Company received a notice from BSE Limited dt.29 January, 2015 imposing fine for late submission

of Annual Report for the year 2014 as per clause 31 of the listing agreement. However the Company has

paid penalty of Rs.1,124/-[Rupees One Thousand One Hundred Twenty Four Only] and the said default

was made good.

• The Company has received Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing

Penalties by Adjudicating officer) Rule 1995 reed with Section 15-I of the Securities and Exchange Board

of India Act, 1992 dt.16th September, 2013 for alleged violation of Regulation 8(2) of the SEBI

(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Further Company received an

adjudication order from SEBI dt.30 May, 2014 imposing a penalty of Rs.9,50,000/- (Rupees Nine Lacs

Fifty Thousand only). Company filed an appeal at Securities Appellate Tribunal (SAT) challenging the

order of SEBI. However as on date of signing of this report, the said matter is pending at Securities

Appellate Tribunal (SAT).

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-

Executive Directors and Independent Directors. However Mr. Anand J. Vashi, Chairman & Independent Director

of the Company was resigned from the Board w.e.f. 19th March, 2015. The said vacancy was filled by appointing

Mr. Niranjan R. Jagtap as an additional (Independent) Director on 6 August, 2015 i.e. on the date of signing of this

report. Mrs. Soha Shirke was appointed as a woman Non Executive Director of the Company w.e.f. 26 March,

2015.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda

were sent at least seven days in advance, and a system exists for seeking and obtaining further information and

clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the

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minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and

operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and

guidelines. We further report that during the audit period the Company has;

• Passed Special Resolution pursuant to Section 180 (1) (a) for lease, mortgage, of the undertaking of the

Company.

• Passed Special Resolution pursuant to Section 180 (1) (c) for approval of shareholders to borrow in excess of

the limit prescribed.

Date: 6th August, 2015 For HS Associates

Place: Mumbai Company Secretaries

Hemant S. Shetye

Partner

FCS No.: 2827

CP.NO:1483

This report is to be read with our letter of even date which is annexed as Annexure II and forms an integral part of

this report.

Annexure - I

BOOKS, PAPERS AND MINUTE BOOKS MAINTAINED BY THE COMPANY

1. Book containing the Minutes of Board Meeting, General Meeting and Committee Meeting.

2. Book of accounts.

3. Register of Members.

4. Register of index of members.

5. Register of Transfer.

6. Register of Directors and Key managerial personnel and their shareholding.

7. Register of Charges.

8. Register of investments or loans made, guarantee or security provided.

9. Register of particulars of contracts.

10. Attendance Register.

Date:6th August, 2015 For HS Associates


Hemant S. Shetye

Partner

FCS No.: 2827

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CP. NO:1483

Annexure - II

To,

The Members,


Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility

is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about

the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that

correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed

provide a reasonable basis for our opinion.

3. We have not verified the correctness appropriateness of financial records and books of accounts of the

Company.

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules

and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the

responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the

Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the

Company.

Date:6th August, 2015 For HS Associates


Hemant S. Shetye

Partner

FCS No.: 2827

CP.NO:1483

SEC

RETA

RIA

L A

UD

IT R

EP

OR

T



ANNEXURE CEXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN

Registration Date

Name of the Company

Category / Sub-Category of the Company

Address of the Registered office and contact details

Whether listed company

Name, Address and Contact details of Registrar and Transfer Agent, if any:

:

:

:

:

:

:

:

L63020MH 19 19PLC000640

28/11/1919


Company having Share Capital

Skyline Oasis, Gate No. 2, 412-413,Skyline Wealthspace, Premier Road,Vidyavihar (West), Mumbai - 400 086

Yes Bombay Stock Exchange Ltd. (Code: 505650)Ahmedabad Stock Exchange Ltd. (Code: 1310)

Link Intime India Private Limited C-13,Pannalal Silk Mills Compound, L.B.S Marg, Bhandup (West), Mumbai - 400 078Tel No. 91-22-2594 6970 Fax No. 91-22-2594 6969 Email:[email protected] www.linkintime.co.in

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

% to totalturnover of the

company

25.94

40.96

33.10

NIC Code ofthe Product /

service

331- Equipment & Spares Sales, Repair, Installation and Servicing of equipment

231- Manufacture of other non-metallic mineral (R.C.C.) products

410- Construction of buildings

Name andDescription ofmain products/

services

Construction Equipments

Pre-cast Pipes

Real Estate

Sl. No.

1

2

3

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Applicable section

NIL

% of sharesheld

NIL

Holding / subsidiary / Associate

NIL

CIN / GLN

NIL

Name and address of the Company

NIL

Sr.No.

1

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

I. Category-wise Share Holding:

Category ofShareholders

No. of Shares held at the beginning of the year

i.e 01.04.2014

No. of Shares held at the end of the year i.e. 31.03.2015

% Change during

the year

Demat Physical Total% of Total

Shares


Shares

A. Promoters

(1) Indian

a) Individual/HUF

b) Central Gov t.

c) State Gov t(s)

d) Bodies Corp.

e) Banks / FI

f) Any other

Sub-total(A)(1):

(2) Foreign

a) NRIs -Individuals

b) Other -Individuals

c) Bodies Corp.

d) Banks / FI

e) Any other

Sub-total (A)(2):

Total shareholding

of Promoter (A) =

(A)(1)+(A)(2)

B. Public

Shareholding

(1) Insti tutions

a) Mutual Funds

b) Banks / FI

c) Central Gov t.

d) State Gov t(s)

e) Venture Capital

Funds

f) Insurance

Companies

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1000

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

1000

-

-

-

-

5.17

-

-

66.51

-

-

71.67

-

-

-

-

-

-

-

71.67

0.00

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1000

-

-

-

-

2078441

-

-

26751490

-

-

28829931

-

-

-

-

-

-

-

28829931

1000

-

-

-

-

5.17

-

-

66.50

-

-

71.67

-

-

-

-

-

-

-

71.67

0.00

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



Category ofShareholders

No. of Shares held at the beginning of the year

i.e 01.04.2014

No. of Shares held at the end of the year i.e. 31.03.2015

% Change during

the year


Shares


Shares

g) FIIs

h) Foreign Venture

Capital Funds

i) Others (specify)

Sub-total (B)(1):

(2) Non-Insti tutions

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

I) Individual

shareholders

holding nominal

share capital

upto Rs. 1 lakh

ii) Individual

shareholders

holding nominal

share capital

in excess of

Rs. 1 lakh

c) Others specify)

I) Clearing Member

ii) NRI (Repat)

iii) NRI (Non-Repat)

Sub-total(B)(2):

Total Public

Shareholding (B)=

(B)(1)+(B)(2)

C. Shares held by

Custodian for

GDRs & ADRs

Grand Total

(A+B+C)

-

-

-

-

1131580

-

4167576

1869502

174958

17123

26640

7387379

7387379

-

36217310

-

-

-

1000

48600

-

3949790

-

-

7550

-

4005940

4006940

-

4006940

-

-

-

1000

1180180

-

8117366

1869502

174958

24673

26640

11393319

11394319

-

40224250

-

-

-

-

2.93

-

20.18

4.65

0.43

0.06

0.07

28.32

28.33

-

100.00

-

-

-

-

1158442

-

4211538

1993502

41587

8660

21750

7435479

7435479

-

36265410

-

-

-

1000

48600

-

3901690

-

-

7550

-

3957840

3958840

-

3958840

-

-

-

1000

1207042

-

8113228

1993502

41587

16210

21750

11393319

11394319

-

40224250

-

-

-

0.00

3.00

-

20.17

4.96

0.10

0.04

0.05

28.32

28.33

-

100.00

-

-

-

-

0.07

-

0.01

0.31

0.33

0.02

0.02

-

-

-

-

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



ii. SHAREHOLDING OF PROMOTERS:

Sl.No.

Shareholder'sName

Shareholding at the beginning of the year (As on 01.04.2014)

Share holding at the end of the Year

(As on 31.03.2015)

No. of Shares

No. of Shares

% of total

Shares of the

Company

% of total

Shares of the

Company

% of Shares

Pledged/ encum-bered

to total shares

% of Shares


to total shares

% changein shareholdingduring

the year

DAVE BUILDERS PRIVATE LIMITED

JATIN DAISARIA REALTORS PRIVATE LIMITED

SKYLINE VISION PRIVATE LIMITED

MILLARS MACHINERY COMPANY PVT. LTD.

A J PATEL INVESTMENTS & TRADING CO PVT. LTD.

GMM Pfaudler Limited

ASHOK JETHABHAI PATEL

GLASS LINED EQUIPMENT CO. LTD.

KHYALILAL TATER

PANNA SAILENDRA PATEL

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

5720910

5720910

5720900

5397770

2188500

1406000

664500

596500

322600

195000

5720910

5720910

5720900

5397770

2188500

1406000

664500

596500

322600

195000

14.22

14.22

14.22

13.42

5.44

3.50

1.65

1.48

0.80

0.48

14.22

14.22

14.22

13.42

5.44

3.50

1.65

1.48

0.80

0.48

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



Sl.No.

Shareholder'sName


Share holding at the end of the Year

(As on 31.03.2015)

No. of Shares

No. of Shares

% of total

Shares of the

Company

% of total

Shares of the

Company

% of Shares


to total shares

% of Shares


to total shares

% changein shareholdingduring

the year

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

URMI ASHOK PATEL

PRAGNA SATISH PATEL

JAYSINH AMBAPRASAD DAVE

A J PATEL

HARSHA J DAISARIA

TARAK ASHOK PATEL

PALOMITA SAILENDRA PATEL

UTTARA A PATEL

MAULIK HARSHAD DAVE

SAILENDRA LAJPATRAI PATEL

SUMANT JETHABHAI PATEL

Total

180801

171000

168750

124530

120000

73000

31500

10000

9510

4750

2500

28829931

180801

171000

168750

124530

120000

73000

31500

10000

9510

4750

2500

28829931

0.45

0.43

0.42

0.31

0.30

0.18

0.08

0.02

0.02

0.01

0.01

71.67

0.45

0.43

0.42

0.31

0.30

0.18

0.08

0.02

0.02

0.01

0.01

71.67

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



iii. CHANGE IN PROMOTERS' SHAREHOLDING:

Sl.No.


Cumulative Shareholding during the year

(01.04.2014 to 31.03.2015)

No. of shares

No. of shares

% of totalshares of the

Company

% of totalshares of the

Company

At the beginning of the year

Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g . allotment/transfer/bonus/ sweat equity etc)

At the End of the year (31.03.2015)

28829931

-

28829931

71.67

-

71.67

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS

AND HOLDERS OF GDRS AND ADRS):

Sl.No.

Shareholding at the beginning

of the year (As on 01.04.2014)

Date Increase /Decrease in Shareholding

during theyear

specifying the reasons

for increase / decrease

(e.g. allotment / transfer /

bonus / sweat

equity etc)

Reason Cumulative Shareholding

during the year01.04.2014

to 31.03.2015

At the beginning of the year

No. of shares

% of total shares of

the Company

No. of shares


the Company

1 AYAZ AHMED

ANSARI

700000

700000

-1.74

1.74

-01.04.2014

31.03.2015

0 No

change

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



2

3

4

5

6

7

8

9

10

SHIKHA D JAIN

ARANIK SECURITIES PVT LTD.

ANUPAM STATIONERY LIMITED

MEENA VINOD JAIN

HARSHIT A SHAH

ANURADHA INANI

SHIV MOHAN GOEL

BONANZA PORTFOLIO LTD

BHARAT JAMNADAS

1.53

1.53

0.85

0.85

0.52

0.52

0.50

0.50

0.48

0.48

0.36

0.36

0.34

0.35

0.33

0.33

0.20

0.24

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

0

0

0

0

0

0

4000

510

20000

-

-

-

-

-

-

140772

132649

98343

-

-

-

-

-

-

0.35

0.33

0.24

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N

615880

615880

341150

341150

210000

210000

200000

200000

193420

193420

143430

143430

136772

140772

132139

132649

78343

98343

No change

No change

No change

No change

No change

No change

acquired

acquired

acquired



v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl.No.

Shareholding at the beginning

of the year (As on 01.04.2014)

Date Increase /Decrease in Shareholding

during theyear

specifying the reasons

for increase / decrease

(e.g. allotment / transfer /

bonus / sweat

equity etc)

Reason Cumulative Shareholding

during the year01.04.2014

to 31.03.2015

For each of the Directors and KMP

No. of shares


the Company

No. of shares


the Company

DirectorsMr. Anand J. Vashi*

Mr. Ashok J. Patel

Mr. Vinod N. Joshi

Mr. Tarak A. Patel

Mr. Jatin V. Daisaria

Mr. Upen M. Doshi

11000

11000

789030

789030

1000

1000

1000

73000

-

-

100

-

0.03

0.03

-

1.96

0.00

0.00

0.00

0.18

-

-

0.00

-

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

0

0

0

0

0

0

No change

No change

No change

No change

No change

No change

11000

789030

1000

1000

-

100

0.03

1.96

0.00

0.00

-

0.00

1

2

3

4

5

6

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



Mr. Shilpin K. Tater

Mr. Niranjan R.Jagtap

Mr. *

Mr.

Mr. Shivakumar Aiyar

Mr. Maulik H. Dave

Mrs. Soha S. Shirke

Key Managerial Personnel

Dhawal J. Vora *

Ganesh R. Nalawade#

-

-

9510

9510

-

-

-

-

-

-

-

-

-

-

-

-

0.02

0.02

-

-

-

-

-

-

-

-

-

-

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

01.04.2014

31.03.2015

0

0

0

0

0

0

0

No change

No change

No change

No change

No change

No change

No change

-

9510

-

-

-

-

-

0.02

-

-

-

-

*Resigned w.e.f. 19.03.2015

**Dy. G.M.Finance & Company Secretary up to 15.05.2015

#Company Secretary & Compliance Officer w.e.f. 08.06.2015

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N

7

8

9

10

1

2

3



V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. REMUNERATION OF MANAGING DIRECTOR, WHOLE-TIME DIRECTOR, MANAGER AND OTHER

DIRECTORS.

The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and

Committee Meetings as such the disclosure is not made here. The details of the siting fees paid to the directors

for attending the board and committee meeting during the year is given in corporate governance report.

Secured Loansexcludingdeposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtedness at the beginning of the

financial year i.e 01/04/2014

I) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the

financial year

Addition

Reduction

Net Change

Indebtedness at the end of the financial

year i.e 31/03/2015

I) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

4,48,42,512.00

NIL

NIL

4,48,42,512.00

NIL

47,38,251.00

47,38,251.00

4,01,04,261.00

NIL

NIL

4,01,04,261.00

4,48,42,512.00

NIL

NIL

4,48,42,512.00

NIL

47,38,251.00

47,38,251.00

4,01,04,261.00

NIL

NIL

4,01,04,261.00

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NILEX

TR

AC

T O

F A

NN

UA

L R

ET

UR

N



B. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.No.

Particulars of Remuneration

Key Managerial Personnel

CompanySecretary CFO Total

Gross salary

(a) Salary as per provisions

contained in section 17(1) of the

Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under

section 17(3) Income tax Act,1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify

Others, please Specify

Total

11,86,511.00

51,463.00

3,500

NIL

NIL

NIL

NIL

12,41,474.00

9,50,570.00

39,705.00

3,500

NIL

NIL

NIL

NIL

9,93,775.00

21,37,081.00

91,168.00

7,000.00

NIL

NIL

NIL

NIL

22,35,249.00

1.

2.

3.

4.

5.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section ofthe

CompaniesAct

BriefDescription

Details ofPenalty /

Punishment/Compoundingfees imposed

Authority[RD /NCLT/

COURT]

Appeal made, if any

(give Details)

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

EX

TR

AC

T O

F A

NN

UA

L R

ET

UR

NN. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

N. A.

Delay in submittingDisclosure u/r 8(3)

of SEBI (SAST)Regulations 1997

A. COMPANY

Penalty N. A. Penalty of Rs. 9,50,000/- imposed under section 15 A(b)

of SEBI Act, 1992

SEBI Appeal filedwith Securities

AppellateTribunal (SAT)



ANNEXURE DDISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013

READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014

(A) Conservation of energy:

(B) Technology absorption:

( C) Foreign exchange earnings and Outgo:

st1 April, 2014 to st31 March, 2015

[Current F.Y.]

(Amount in `)

1st April, 2013 to

31st March, 2014

[Previous F.Y.]

(Amount in `)

Actual Foreign Exchange earnings 84,028.00

Actual Foreign Exchange outgo

AN

NEX

UR

E D

The Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. It lays great emphasis towards a safe and clean environment and continues to adhere to all regulatory requirements and guidelines. The production team under the able guidance of experts continuously monitors and devise various means to conserve energy and identify methods for the optimum use of energy without affecting productivity.The operations of the Company involve low energy consumption. Adequate measures have however been taken to conserve energy.

Research and Development

Company continues its efforts by internal up gradation program in Research & Development

-

-

2,35,430.00



CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015The Directors present the Company's Report on Corporate Governance for the year ended March 31, 2015.

CORPORATE GOVERNANCE PHILOSOPHY:

Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of

affairs and being fair to all stakeholders and is a combination of voluntary practices and compliance with laws and

regulations. The Corporate Governance Code has also been incorporated in Clause 49 of the Listing Agreement.

The Company endeavors not only to meet the statutory requirements in this regard but also to go well beyond

them by instituting such systems and procedures as are in accordance with the latest global trends of making

management completely transparent and institutionally sound. The Company has professionals on its Board of the

Directors who are actively involved in the deliberations of the Board on all important policy matters.

Your Directors view good Corporate Governance as the foundation for honesty and integrity and recognize their

fiduciary accountability to the shareholders. They are committed to continue the vigilance on these matters to

maintain your trust.

It has been, and continues to be, the policy of your Company to comply with all laws governing its operations, to

adhere to the highest standard of business ethics and to maintain a reputation for honest and fair dealings. Your

Board of Directors recognizes its responsibility to oversee and monitor management and the Company's activities

to reasonably assure that these objectives are achieved.

It is paramount that the Company's reputation for integrity and credibility remain at the highest standards for the

benefits of all stakeholders, employees, customers and suppliers.

BOARD OF DIRECTORS:

The composition of the Board of Directors, their attendance at the Board meetings held during the financial year

ended 31.03.2015 and the last Annual General Meeting along with the number of Directorship and memberships

held in various Committees in other Companies as on the date of this Report, are given in the tables below.

Composition of the Board.

CODE OF CONDUCT:

In compliance with the requirements of Clause 49 of the Listing Agreement, the Company has adopted a Code of Conduct for Directors as well as for Senior Management. All Board members and Senior Management personnel have affirmed compliance with the applicable Code of Conduct. The policies as well as codes are posted on the website of the Company.

Category

Non Executive & Independent Directors including the Chairman

Other Non Executive Directors

Executive Director (Whole-time Director)

Total

No. of Directors

3

5

1

9

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Mr. Anand J. 25.05.1993 Non Executive 1 1* 1*

Vashi / Independent

Mr. Ashok J. 17.03.1972 Non Executive 5 - -

Patel

Mr. Vinod N. 25.07.1997 Non Executive 1 2 -

Joshi / Independent

Mr. Tarak A. 29.12.2013 Non Executive 3 - -

Patel

Mr. Jatin V. 24.04.2007 Non Executive 1 1 -

Daisaira

Mr. Upen M. 28.04.2009 Non Executive 1 2 -

Doshi / Independent

Mr. Shilpin K. 14.10.2009 Non Executive 1 - -

Tater

Mr. Maulik H. 23.04.2010 Non Executive 1 1 -

Dave

Mrs. Soha S. 26.03.2015 Additional 1 - -

Shirke

*

** Director

Mr. Niranjan 06.08.2015 Additional 4 1 -

R. Jagtap# Director

Name of Date of Category Number of Director appointment

Indian Public LimitedCompanies Member Chairman

Committee (s )PositionsDirectorship(s) (including SML)

held in

(including SML)

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Board Meetings held during the Year

Dates on which the Board Total strength No. of Directors

May 28, 2014 8 5

August 12, 2014 8 8

November 12, 2014 8 8

February 3, 2015 8 8

Meetings were held of the Board Present

th* Resigned on 19 March, 2015th** w.e.f. 26 March, 2015

th# w.e.f. 6 August, 2015



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Attendance of Directors at Board Meetings and Annual General Meeting

Mr. Anand J. Vashi * ü

Mr. Ashok J. Patel

Mr. Vinod N. Joshi Leave of Absence

Mr. Tarak A. Patel

Mr. Jatin V. Daisaira Leave of Absence

Mr. Upen M. Doshi

Mr. Shilpin K. Tater

Mr. Maulik H. Dave Leave of Absence

Mrs. Soha S. Shirke ** Not applicable Not applicable Not applicable Not applicable Not applicable

ü ü ü ü

ü ü ü ü ü

ü ü ü ü

ü ü ü ü ü

ü ü ü ü

ü ü ü ü ü

ü ü ü ü ü

ü ü ü ü

Name of Director Attendance at the Board Meeting held on Attendance at

the AGM held on

September 24, 2014

May 28, August 12, November 12, February 3,

2014 2014 2014 2015

BOARD PROCEDURE

The Board of Directors oversees the overall functioning of the Company. The Board provides and evaluates the strategic direction of the Company management policies and their effectiveness and ensures that the long term interests of the stakeholders are being served. The whole –time Director is assisted by the senior management personnel in overseeing the functional matters of the Company

The Board Meetings of the Company are scheduled in advance and the notice of each such Board Meeting is given in writing to all the Directors. Detailed agenda together with the relevant annexure is also sent to the Directors in advance.

However, in special and exceptional circumstances, additional or supplementary items on the agenda are allowed to be considered with the permission of Chair. All the departments in the Company communicate with the Company Secretary in advance with regard to the matters requiring the approval of the Board to enable inclusion of the same in the agenda for the Board Meeting. The Members of the Board are also free to recommend inclusion of any matters in the agenda for discussion.

Whenever necessary, additional meeting are held. In case of business exigencies or urgency of matters, resolutions are passed by circulation.

Important decisions are taken at the Board / Committee meeting are promptly communicated to the Concerned departments /divisions , Action taken report on the decision of the previous meeting (s) is placed at the immediately succeeding meeting of the Board / Committee(s) for information and review of the Board / Committee(s).

MEETING OF INDEPENDENT DIRECTORS:In terms of requirements of the Companies Act 2013, Rules framed there under and Clause 49 II B (6) of the Listing Agreement, a separate meeting of Independent Directors was held on February 2, 2015.



Powers of the Audit Committee:a) To investigate any activity within its terms of reference or such matter as may be referred to it by the Board and

for this purpose obtain professional advice from external sources and have full access to information contained

in the records of the Company;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise, if it considers necessary;

Role of the Audit Committee:1) Over-seeing the Company's financial reporting process and the disclosure of its financial information to ensure

that the Company's financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Approval of the Company's policy on determining materiality of related party transactions and also on dealing

with related party transactions;

5) Reviewing, with the management, the annual financial statements and auditor's report thereon before

submission to the Board for approval, with particular reference to:

(a) matters required to be included in the director's responsibility statement to be included in the Board's

report in terms of section 134(3)(c) of the 2013 Act;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

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AUDIT COMMITTEE:The Composition of the Audit Committee along with the attendance of the members of the Audit Committee is as follows:

Mr. Anand J. Vashi * Independent Non-Executive 4 4

Mr. Vinod N. Joshi Independent Non-Executive 4 3

Mr. Upen M. Doshi Independent Non-Executive Director 4 4

Mr. Maulik Dave Promoter Whole-time Director 4 3

DirectorChairman

Director

Name of the Director Category No. of Meetings No. of held up to Meetings

31.03.2015 Attended

*Resigned on 19th March, 2015

Scope:The Board of Directors at its meeting held on August 12, 2014, revised the terms of reference of the Committee to

meet the requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:



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(e) compliance with listing and other legal requirements relating to the financial statements;

(f) disclosure of any related party transactions; and

(g) qualifications in the draft audit report;

6) Reviewing, with the management, the quarterly financial statements before submission to the Board for

approval;

7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of the audit

process;

8) To call for the comments of the auditors about internal control systems, the scope of audit, including the

observations of the auditors and review of the financial statement before their submission to the Board and

discuss any related issues with the internal and statutory auditors and the management of the Company.

9) Approval or any subsequent modification of transactions of the Company with related parties in accordance

with the Company's policy on related party transactions;

10) Scrutiny of inter-corporate loans and investments;

11) Valuation of undertakings or assets of the Company, wherever it is necessary, in consultation with external

professional advisors, as deemed fit by the Audit Committee;

12) Evaluation of internal financial controls and risk management systems of the Company;

13) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal

control systems of the Company;

14) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage and

frequency of internal audit;

15) Discussion with internal auditors of any significant findings and follow up thereon. To formulate the scope,

functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal

Auditor;

16) Reviewing the findings of any internal investigations by the internal auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the

matter to the Board;

17) Discussion with statutory auditors before the commencement of audit, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of concern;

18) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public

issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated

in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the

utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to

take up steps in this matter;

19) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

20) To review the functioning of the whistle blower mechanism and the vigil mechanism instituted by the

Company. The vigil mechanism to provide for adequate safeguards against victimization of employees and

directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit

Committee or the director nominated to play the role of Audit Committee, as the case may be, in exceptional

cases;

21) To approve the appointment of the chief financial officer of the Company (i.e., the whole-time finance

director or any other person heading the finance function or discharging that function) after assessing the

qualifications, experience and background, etc. of the candidate;

22) To review the following information as prescribed under clause 49(III)(E) of the Listing Agreement:

(a) Management discussion and analysis of financial condition and results of operations;



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(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by

management;

(c) Management letter/ letters of internal control weaknesses issued by the statutory auditors;

(d) Internal audit reports relating to internal control weaknesses; and

(e) The Appointment, removal and terms of remuneration of the chief internal auditor.

23) All Related Party Transactions shall require prior approval of the Audit Committee. However, the Audit

Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the

company subject to the following conditions:

(a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the

policy on Related Party Transactions of the company and such approval shall be applicable in respect of

transactions which are repetitive in nature.

(b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in

the interest of the Company;

(c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of

transaction, maximum amount of transaction that can be entered into, (ii) the indicative base

price/current contracted price and the formula for variation in the price if any and (iii) such other

conditions as the Audit Committee may deem fit;

Provided that where the need for Related Party Transactions cannot be foreseen and aforesaid details

are not available, Audit Committee may grant omnibus approval for such transactions subject to their

value not exceeding Rs.1 crore per transaction.

(d) Audit Committee shall review, atleast on a quarterly basis, the details of RPT's entered into by the

Company pursuant to which the omnibus approval was given.

(e) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh

approval after the expiry of one year.

24) To review financial statements of, and investments made by, unlisted subsidiaries of the Company in

accordance with clause 49(V)(B) of the Listing Agreement;

25) To formulate a policy for determining 'material subsidiaries' in accordance with clause 49(V)(D) of the Listing

Agreement keeping in mind the following factors as provided under the Listing Agreement for further

approval of the Board;

26) To recommend a proper system for storage, retrieval, display or printout of the electronic records, as the

Audit Committee may deem appropriate;

27) To be present at the annual general meeting through the Chairman of the Audit Committee to answer the

shareholder queries; and

28) To carry out any other function as may be specified by the Board from time to time.

The Terms and Powers of the Audit Committee are in compliance with the requirements of Companies Act,

2013 and Clause 49 of the Listing Agreement.

STAKEHOLDERS RELATIONSHIP COMMITTEE:The Board in compliance with the requirements with the Section 178 of the Companies Act, 2013 renamed the

Shareholders & Investors Grievance Committee as "Stakeholders Relationship Committee."

The Composition of the Stakeholders Relationship Committee along with the attendance of the members of the

Committee is as follows:




31.03.2015 Attended

Mr. Upen M. Doshi* Independent Non-Executive Director 2 1Chairman

Chairman

Non-Executive Director


Mr. Anand J. Vashi** Independent Non-Executive Director 2 2

Mr. Shilpin K. Tater Promoter Non- Independent 2 2

Mr. Jatin V. Daisaria Promoter Non- Independent 2 1

Mr. Vinod N. Joshi# Independent Non-Executive Director 2 1

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31.03.2015 Attended

Mr. Anand J. Vashi* Independent Non-Executive Director 4 4

Mr. Vinod N. Joshi Independent Non-Executive Director 4 3

Mr. Tarak A. Patel Promoter Non- Independent 4 4

Mr. Jatin V. Daisaria Promoter Non- Independent 4 3

Mr. Upen M. Doshi Independent Non-Executive Director 4 4

Chairman



* Resigned on19th March, 2015

The Shareholders & Investors Grievance committee inter-alia reviews quarterly reports of Registrar & Transfer

Agent regarding various types of complaints/ requests received, resolved and pending, if any. It also reviews

quarterly shareholding patterns etc.

NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee along with the attendance of the members of

the Committee is as follows:

* Chairman, w.e.f. 12th August, 2014

** Chairman, up to 28th May, 2014 and Member up to 19th March, 2015

# Member w.e.f. 3rd February, 2015



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Scope:

The Board of Directors at its meeting held on August 12, 2014, revised the terms of reference of the Committee to

meet the requirements of the Companies Act, 2013.

The revised and enhanced scope of the Committee is as follows:

1. To identify suitable candidates for directorship and senior management of the Company in accordance with

the criteria laid down, recommend to the Board their appointment and removal, and undertake evaluation of

every director's performance;

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and

recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel

and other employees of the Company. The said policy will be disclosed in the Board's report.

The Nomination and Remuneration Committee shall, while formulating the aforesaid policy, to ensure that:

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors

of the quality required to run the Company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to executive directors, key managerial personnel and senior management of the Company

involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives

appropriate to the working of the Company and its goals.

3. To consider the following while approving the remuneration payable to a manager, managing director or a

whole time director under Section II or Section III of Part II of Schedule V to the 2013 Act and section 197 of

the 2013 Act:

(a) take into account, financial position of the Company, trend in the industry, appointee's qualification,

experience, past performance, past remuneration, etc.;

(b) to bring about objectivity in determining the remuneration package while striking a balance between the

interest of the Company and the shareholders.

4. To ensure that on appointment to the Board, independent directors receive a formal letter of appointment

setting out clearly what is expected from them in terms of time-committee, committee service and

involvement outside meetings of the Board;

5. To formulate the evaluation criteria for performance evaluation of independent directors and the Board;

6. To devise a policy on Board diversity;

7. To recommend to the Board, the plans for orderly succession for appointments to the Board and to senior

management of the Company;

8. The Chairperson of the Nomination and Remuneration Committee or in his/her absence any other member of

the committee duly authorized by him/her in this behalf to attend the general meetings of the Company and

answer queries of shareholders (if any); and

9. To consider any other matters as may be requested by the Board.

Nomination, Remuneration and Evaluation Policy:

This Nomination, Remuneration and Evaluation Policy (the "Policy") applies to the Board of Directors (the "Board")

and the Key Managerial Personnel (the "KMP") of Skyline Millars Limited (the "Company").



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This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules

thereto and Clause 49 under the Listing Agreement.

1) Purpose

The primary objective of the Policy is to provide a framework and set standards for the nomination,

remuneration and evaluation of the Directors and Key Managerial Personnel. The Company aims to achieve a

balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.

2) Accountabilities

2.1) The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2.2) The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors and

Key Managerial Personnel of the Company to the Nomination and Remuneration Committee which makes

recommendations & nominations to the Board.

3) Appointment of Directors & KMPs

3.1) Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of

KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to

the Board. When recommending a candidate for appointment, the Nomination and Remuneration

Committee has regard to:

• assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills,

regional and industry experience, background and other qualities required to operate successfully in the

position, with due regard for the benefits from diversifying the Board;

• the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work

constructively with the existing directors and enhance the efficiencies of the Company;

• the skills and experience that the appointee brings to the role of KMP;

• the nature of existing positions held by the appointee including Directorships or other relationships and the

impact they may have on the appointee's ability to exercise independent judgment;

3.2) Personal specifications:

• At least a Degree holder in one or more relevant disciplines;

• Experience of management in a diverse organization;

• Excellent interpersonal, communication and representational skills;

• Demonstrable leadership skills;

• Commitment to high standards of ethics, personal integrity and probity;

• Commitment to the promotion of equal opportunities, community cohesion and health and safety in the

workplace;

• Having continuous professional development to refresh knowledge and skills.

3.3) Letters of Appointment

Each Director / KMP is required to sign the letter of appointment, as acceptance of the offer, with the Company

containing the terms of appointment and the role assigned in the Company.

4) Remuneration of Directors and Key Managerial Personnel

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to



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attract, retain and motivate Directors and Key Management Personnel.

The Directors and Key Management Personnel's salary shall be based & determined on the individual person's

responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.

The Nominations & Remuneration Committee determines individual remuneration packages for Directors

and KMPs of the Company taking into account factors it deems relevant, including but not limited to market,

business performance and practices in comparable companies, having due regard to financial and

commercial health of the Company as well as prevailing laws and government/other guidelines. The

Committee consults with the Chairman of the Board as it deems appropriate.

4.1) Remuneration of the Executive Director is recommended by the Committee to the Board of the Company.

Your Company is not paying any remuneration to its Directors except sitting fees for attending the Board and

Committee Meetings.

The details of sitting fees paid to the Directors for attending the Board / Committee Meetings of the Company

during the year and their shareholdings are as follows:



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Name of

the

Director

Mr. Anand

J. Vashi

Mr. Ashok

J. Patel

Mr. Vinod

N. Joshi

Mr. Tarak

A. Patel

Mr. Jatin

V. Daisaira

Mr. Upen

M. Doshi

Mr. Shilpin

K. Tater

Mr. Maulik

H. Dave

Mrs. Soha

S. Shirke*

Nomination & Remun-

eration Comm-

itteeRs.

40,000

NIL

30,000

NIL

30,000

30,000

40,000

NIL

NIL

Manag-ement

Committee Meeting

Rs.

NIL

NIL

50,000

NIL

NIL

NIL

NIL

NIL

NIL

Indepen-

dent

Directors

Meeting

Rs.

60,000

NIL

60,000

NIL

NIL

60,000

NIL

NIL

NIL

TotalSitting feesRs.

4,20,000

1,60,000

4,20,000

2,40,000

2,40,000

4,10,000

2,00,000

2,10,000

NIL

No. of

Shares held

as on St31 March ,

2015

11,000

7,85,230

1,000

73,000

NIL

100

NIL

9,510

NIL

Stake-holders

Relation-ship

Committee

Rs.

80,000

NIL

70,000

80,000

70,000

80,000

NIL

NIL

NIL

Audit Comm-

ittee

Rs.

80,000

NIL

70,000

NIL

NIL

80,000

NIL

70,000

NIL

Board Meeting

Rs.

1,60,000

1,60,000

1,40,000

1,60,000

1,40,000

1,60,000

1,60,000

1,40,000

NIL

*Appointed as an additional Director w.e.f. 26/03/2015

Risk Management Committee:The Board in compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange

constituted a Risk Management Committee.

The Composition, Role, Terms of Reference as well as Powers of the Risk Management Committee of the Company

meet the requirements of Clause 49 of the Listing Agreement.

Composition:The Risk Management Committee comprises of 4 members which includes 3 Directors and 1 members of Senior

Management. Company Secretary is the Secretary of the Committee.



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The composition of the Risk Management Committee and category of Members is given in the table below:

Name of Director Category

Mr. Vinod Joshi-Chairman Non- Executive and Independent Director

Mr. Maulik H. Dave Whole-time Director

Mr. Tarak A. Patel Non-Executive Director

Mr. Shivakumar Aiyar Chief Financial Officer

Risk Management Policy:

The Board of Directors has constituted a Risk Management Policy to comply with the requirements of the Clause

49 of the Listing Agreement. The Risk Management Policy is displayed on the Company's website and can be

accessed in the link provided herein below: www.skylinemillarsltd.com

a) General Body Meeting:

Details of the last three Annual General Meetings are given below;

Financial Year

2013-14

2012-13

2011-12

Date

24/09/2014

27/09/2013

18/09/2012

Time

11.00 a.m.

11.00 a.m

11.00 a.m.

Venue

Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg, (Rampart Row), Fort, Mumbai - 400 023

Club House , Skyline Oasis , Premier Road , Near Vidyavihar Railway Station, Ghatkopar (West), Mumbai - 400 086

Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg, (Rampart Row), Fort, Mumbai - 400 023

Special

Resolution(s)

1

Nil

Nil

b) Extra-ordinary General Meeting.

No Extra Ordinary General Meeting of the Shareholder was held during the year 2014-2015

(i) Postal Ballot:

No Postal Ballot was conducted during the year 2014 -2015



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(ii) Special Resolutions.

A Special Resolution was passed by the Company in the 94th Annual General Meeting for appointment of Mr.

Maulik H.Dave, as Whole-time Director of the Company for a period of 5 years w.e.f. 28th May, 2014.

DISCLOSURES

a. Related Party Transactions

The details of all transactions with related parties were placed before the Audit Committee and Board Meeting on quarterly basis. The Board has approved a policy for related party transactions which has been uploaded on the Company's website at the following link

lhttp://www.skylinemillarsltd.com/Policy_on_Related_Party_Transactions.pdf

b. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years: The Company has received Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing Penalties by Adjudicating officer) Rule 1995 reed with Section 15-I of the Securities and Exchange Board of India Act, 1992 dt.

th16 September, 2013 for alleged violation of Regulation 8(2) of the SEBI (Substantial Acquisition of Shares and thTakeovers) Regulations, 1997. Further Company received an adjudication order from SEBI dt. 30 May, 2014

imposing a penalty of Rs.9,50,000/- (Rupees Nine Lacs Fifty Thousand only). Company filed an appeal at Securities Appellate Tribunal (SAT) Challenging in the order of SEBI. However as on date of signing of this report, the said matter is pending at Securities Appellate Tribunal (SAT).The Company also received a notice from BSE Limited

thdt.29 January, 2015 imposing fine for late submission of Annual Report for the year 2014 as per clause 31 of the listing agreement. However the Company has paid penalty of Rs.1,124/- [Rupees One Thousand One Hundred Twenty Four Only] and the said default was made good.

c. The Company has adopted Whistle Blower Policy and it is fully implanted by Management. No personnel has been denied access to the Audit committee.

d. No personnel has been denied access to the Audit Committee. The said policy has been also put up on the website of the Company at the following link. http://www.skylinemillarsltd.com/Vigil_Mechinism_policy_of_SML.pdf

e. Compliances with mandatory and non-mandatory requirements of clause 49 of the Listing agreement.

The Company has complied with mandatory and non-mandatory requirements of clause 49 of the listing agreement requiring it to obtain a certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the Directors Report., which is sent annually to all the shareholders of the Company. We have obtained a certificate to this effect from the auditors and the same is given as an annexure to the Directors Report.

f. Financial Controller certificate as per clause 49 of the Listing Agreement Financial Controller has duly submitted a certificate to the Board as required under Clause 49(V) of the Listing Agreement, which is appended herewith.

g. Management Discussion and Analysis Management Discussion and Analysis Report forms part of this Annual Report and includes discussions on various matters specified under Clause 49 of the Listing Agreement.



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MEANS OF COMMUNICATION:

a) Quarterly Results: The approved financial results are forthwith sent to stock exchanges where the shares are

listed and are displayed on the Company's website: www.skylinemillarsltd.com and are generally published in

the FreePress Journal and Navshakti newspapers.

b) Website: The Company's website www.skylinemillarsltd.com contains a separate dedicated section for

Investors where Shareholders information is available. Quarterly Results, Annual Reports, Code of Conduct,

Presentation to Investors, Shareholding Pattern, etc. are also available on the website.

GENERAL SHAREHOLDER INFORMATION:

1. Annual General Meeting:th95th Annual General Meeting of the Company will be held on Wednesday September 30 , 2015 at

2.30 p.m. at Babasaheb Dahanukar Sabha Griha , 6th Floor, Oricon House, 12 K. Dubhash Marg (RAMPART

ROW) , Fort, Mumbai - 400 023 .

2. The Financial year of the Company is from April to March and schedule for the financial year 2015-16 is

given below:

First quarter results (30th June) 2nd week of August, 2015

Mailing of Annual Reports 4th week of August, 2015

Annual General Meeting 30th September, 2015

Second quarter results (30th September) 2nd week of November, 2015

Third quarter results (31st December) 2nd week of February, 2016

Fourth quarter Results 2nd Week of May, 2016

th th3. Date of Book Closure: 24 September, 2015 to 30 September 2015.

4. Listing on Stock Exchange: Bombay Stock Exchange Limited. (Code 505650) / Ahmedabad Stock Exchange

Limited (Code 1310)

5. Dematerialization: ISIN Number INE178E01026

The shares of the Company are under demat trading. The Company has made necessary arrangements with

CDSL and NSDL for demat facility and almost 90.15% of the Company's share capital is in demat form as on

31st March, 2015.

6. Registrar & Share Transfer Agent:

Link Intime India Private Limited acts as the Registrars and Share Transfer Agents of the Company. Share

transfers, dividend payment, requests for duplicates, revalidation, transmission and other investor related

requests are attended by M/s Link Intime India Private Limited at its Registered Office situated at:

Link Intime India Private Limited (Formerly IntimeSpecturm Registry Limited)

C-13, Pannalal Silk Mills Compound,L.B.S Marg, Bhandup (West). Mumbai - 400 078

Tel no: -91-22- 2594 69 70 | Fax no: - 91-22-2594 69 69

Email: - [email protected] www.linkintime.co.in



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7. Share Transfer System:

The entire share transfer requests lodged with the Registrar & Share Transfer Agent are processed within a

maximum period of 15 days provided all the documents are submitted.

8. Market Price Data**

Bombay Stock Exchange

Month

April, 2014

May, 2014

June, 2014

July, 2014

August, 2014

September, 2014

October, 2014

November, 2014

December, 2014

January, 2015

February, 2015

March, 2015

High

3.69

5.57

4.70

3.92

4.50

5.39

5.60

4.95

4.63

5.50

5.98

5.00

Low

2.67

2.65

3.40

3.09

3.25

3.37

3.17

3.00

3.16

3.03

3.69

3.00

(The above said Information has been sourced from Bombay Stock Exchange Limited)

9. Shareholding Pattern as on March 31, 2015

Category

Promoters (Including persons acting in concert)

Indian Institutional Investors

Mutual funds & UTI

Banks / financial institutions & insurance companies

Foreign Institutional Investors

General Public

Private Corporate Bodies

Others

Total

No. of shares held

2,88,29,931

Nil

Nil

1,000

Nil

1,01,05,530

12,07,042

80,747

4,02,24,250

% of paid - up capital

71.67

Nil

Nil

0.00

Nil

25.13

3.00

0.20

100.00



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10. Distribution of shareholding as on March 31, 2015.

No. of Equity

Shares Held

(Face Value ` 1/- each)

No. of

shareholders

Percentage of

Shareholdings

%

Total No.

of Shares

Percentage of

shares held

%

1

501

1001

2001

3001

4001

5001

10001

-

-

-

-

-

-

-

-

500

1000

2000

3000

4000

5000

10000

*****

Total

1925

1477

735

240

96

135

141

131

4,880

39.45

30.27

15.06

4.92

1.97

2.77

2.88

2.68

100.00

689363

1351161

1281080

652263

357735

654888

1127655

34110105

4,02,24,250

1.71

3.36

3.18

1.62

0.89

1.63

2.81

84.80

100.00

11. The Name & address of the Compliance Officer;

12. Dematerialization: ISIN Number INE178E01026

As on March 31, 2015, 90.16% of the Company's total shares representing 3,62,65,410shares are

held in dematerialized form and the balance 39,58,840 representing 9.84% shares are in Physical Form.

13. Company has not issued ESOP or any GDRs /ADRs /Warrants /Convertible Instrument.

14. DECLARATION UNDER CLAUSE 49 II (E) (2) OF THE LISTING AGREEMENT

As provided under Clause 49 II (E) of the Listing Agreement with Stock Exchange, I hereby affirm that all the

Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code

of Conduct for Board Members and Senior Management Personnel as applicable to them for the year ended

March 31, 2015.

For Syline Millars Limited

Maulik H. Dave

Whole-time

Mr. Ganesh R. Nalawade, Company Secretary & Compliance Officer * w.e.f. 08/06/2015

Skyline Millars Limited Skyline Oasis Gate No.2, 412/413, Skyline Wealthspace, Premier Road, Vidyavihar (West), Mumbai-400086 Tel: 022-25162506 Email:[email protected]

Mumbai, August 6, 2015 Director



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CERTIFICATE PURSUANT TO CLAUSES 41 (II) AND 49 (IX) OF THE LISTING AGREEMENT:

We, Mr. Maulik H. Dave Whole-time Director and Mr. Shivakumar Aiyar ,Chief Financial Officer do hereby

certify to the Board that:

a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2015

and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

ii. these statements together present a true and fair view of the company's affairs and are in compliance with

existing Accounting Standards, applicable laws and regulations.

b) There are, to the best of knowledge and belief, no transactions entered into by the Company during the

year which are fraudulent, illegal or violation of the Company's Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting

and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such

internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these

deficiencies.

d) We have indicated to the auditors and the Audit Committee, the following:

i. significant changes in internal control over financial reporting during the year, if any;

ii. significant changes in accounting policies during the year and that the same have been disclosed in the

notes to the financial statements; and

iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the company's internal control system over

financial reporting.

our

Maulik H. Dave

Whole-time Director

DIN: 01448536

Shivakumar Aiyar

Chief Financial Officer



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INDEPENDENT AUDITOR'S REPORT

To the Members of


Report on the Financial Statements

We have audited the accompanying Financial Statements of SKYLINE MILLARS LIMITED ("the Company"), which

comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for

the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5)

of the Companies Act, 2013 ('the act') with respect to the preparation of these Financial Statements that give a true

and fair view of the financial position, financial performance and cash flows of the Company in accordance with

the accounting principles generally accepted in India, including the Accounting Standards specified under Section

133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of

adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation

and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the preparation and presentation of the Financial

Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into

account the provisions of the Act, the accounting and auditing standards and matters which are required to be

included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our

audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the

risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk

assessments, the auditor considers internal financial control relevant to the Company's preparation of the Financial

Statements, that give a true and fair view, in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an

adequate internal financial controls system over financial reporting and the operating effectiveness of such controls

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the

accounting estimates made by the Company's management and Board of Directors, as well as evaluating the

overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.



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Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

Financial Statements give the information required by the Act in the manner so required and give a true and fair

view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company

as at 31st March 2015, its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms

of sub-section (11) of section 143 of the Act ("the Order"), we give in the Annexure a statement on the matters

specified in paragraphs 3 and 4 of the Order.

As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and

belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears

from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account;

d) In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified

under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record

by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as

a director in terms of Section 164(2) of the Act.

f) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according

to the explanations given to us, we report as under::

i. The Company has disclosed the impact of pending litigation on its financial position in its financial

statements. Refer Note 29 of the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there are any

material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and

Protection Fund by the Company.

For Manubhai & Shah

Chartered Accountants

(Firm's Registration No.: 106041W)

Kshitij M Patel

(Partner)

(Membership No.: 045740)

Place : MumbaithDate : 15 May 2015



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ANNEXURE TO THE INDEPENDENT AUDITORS REPORT (Referred to in paragraph 1 under " Report on other Legal and Regulatory Requirement "

section of our report of even date.)

On the basis of such checks as we considered appropriate and according to the information and explanations given

to us during the course of our audit, we report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitative details

and situation of fixed assets;

(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as

informed to us no material discrepancies were noticed on such verification;

2. (a) The inventory have been physically verified by the Management at the end of the year or after the close

of the year.

(b) The procedure of physical verification of stocks followed by the management are reasonable and

adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical

verification of stocks as compared to the books records were not material and the same has been

properly dealt with in the books of accounts.

3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in

the register maintained under section 189 of the Companies Act 2013.Therefore the provisions of the clause

(iii) (a) and (b) of the Companies (Auditors Report) Order,2015 are not applicable for the year under report.

4. In our opinion and according to the information and explanations given to us, there is adequate internal

control system commensurate with the size of the Company and the nature of its business, for the purchase of

fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the

Company and according to the information and explanations given to us, no major weakness has not been

noticed or reported.

5. In our opinion and according to the explanation given to us, the Company has not accepted any deposits from

the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules framed there

under.

6. The provisions of clause 3(vi) of the order are not applicable to the company as the company is not covered by

the Companies ( Cost Records and Audit )Rules, 2014.

7. (a) According to the information and explanations given to us and based on the records of the company

examined by us, the company is generally regular in depositing the undisputed statutory dues, including

Provident Fund , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom

Duty, Excise Duty, value added tax, cess and other material statutory dues, as applicable, with the

appropriate authorities ;

According to the information and explanations given to us and the records of the Company examined by

us, in our opinion, no undisputed amounts payable in respect of Provident Fund , Employees' State



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58

Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax,

cess and any other material statutory dues, as applicable, were in arrears as at last day of financial year for

a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and as per the records of the Company, the

particulars of dues of income tax, sales tax, wealth tax, service tax, duty of customs duty of excise, value

added tax or cess as at last day of financial year which have not been deposited on account of dispute, is

as follows:

Name of the statute

Nature of duesAmount

(Rs.)

Financial Year to which the

amount relates

Forum where the dispute is pending

Central Sales

Tax, Local Sales

Tax and Works

Contract Tax

CST, BST & WCT 4,39,27,899/-2001-2002 to

2004-2005

Deputy

Commissioner

Appeal

(c ) The amounts required to be transferred to the Investor Education and Protection Fund in accordance

with the relevant provisions of the Companies Act ,1956 ( 1 of 1956) and the rules made there under has

been transferred to the fund within time.

8. The Company has no accumulated losses as at 31st March 2015 and has incurred cash losses in the financial

year ended on that date but it has not incurred cash loss in the immediately preceding financial year.

9. According to the records of the Company examined by us and the information and explanation given to us, the

Company has generally not defaulted in repayment of dues to any financial institution or banks. The Company

has not issued any debentures.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any

guarantee for loan taken by others from a bank or financial institution during the year

11. In our opinion, and according to the information and explanations given to us, the term loans have been

applied for the purposes for which they were obtained.

12. According to the information and explanations given to us , no fraud on or by the company has been noticed or

reported during the year.For Manubhai & ShahChartered Accountants

(Firm's Registration No.: 106041W)

Kshitij M Patel(Partner)

(Membership No.: 045740)Place : Mumbai

thDate : 15 May 2015



stBALANCE SHEET AS AT 31 MARCH, 2015(Amount in `)

Note No. As at 31st March, 2015

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDS

Share Capital 2 4,02,24,250 4,02,24,250

Reserves and Surplus 3 32,28,73,644 37,08,03,918

NON-CURRENT LIABILITIES

Long-term Borrowings 4 2,95,64,261 3,95,72,512

Deferred Tax liabilities (Net) 5 1,08,89,372 66,44,925

Other Long Term Liabilities 6 21,25,916 21,25,916

Long Term Provisions 7 1, 14,41,864 1,16,31,393

CURRENT LIABILITIES

Short-term borrowings 8 1,31,87,959 -

Trade Payables 9 1,43,29,290 1,93,68,502

Other Current Liabilities 10 2,44,98,955 1,98,00,979

Short-Term Provisions 11 65,50,611 895,268

Total 47,56,86,122 51,10,67,663

ASSETS

NON-CURRENT ASSETS

Fixed assets

Tangible Assets 12 17,54,94,203 18,42,27,768

Intangible Assets 12 93,975 -

Capital Work-in-Progress 12 9,46,643 -

17,65,34,821 18,42,27,768

Non-Current Investments 13 309,532 308,008

Long Term Loans And Advances 14 2,45,47,236 2,47,17,382

Other Non-Nurrent Assets 15 15,40,70,672 14,33,09,807

CURRENT ASSETS

Inventories 16 4,76,56,165 6,53,67,273

Trade Receivables 17 3,00,48,847 2,88,07,698

Cash and Bank Balances 18 2,32,65,620 4,34,82,717

Short-term Loans and Advances 19 23,94,887 35,06,397

Other Current Assets 20 1,68,58,342 1,73,40,613

Total 47,56,86,122 51,10,67,663

Significant Accounting Policies 1Contingent Liabilities, Capital and other commitments 29Notes are integral part of the Financial Statements.

As per our Report of even dateFor MANUBHAI & SHAHChartered AccountsFRN 106041WMR. KSHITIJ M. PATELPartnerMembership No. 045740Mumbai, May 15, 2015.

For and on behalf of the Board of DirectorsMr. Tarak A. Patel Mr. Jatin V. Daisaria (Director) (Director)

Mr. Shivakumar Aiyar (Chief Financial Officer)Mumbai, May 15, 2015.

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As at31st March, 2014



stSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2015

(Amount in `)Note No. Year Ended Year Ended

31st March, 2015 31st March, 2014

INCOME

Revenue from operations (Gross) 21 6,56,57,954 14,79,13,303

Less: Excise Duty (39,31,418) (36,02,466)

Revenue from operations (Net of excise duty) 6,17,26,536 14,43,10,837

Other Income 22 68,75,714 1,25,66,825

Total Income 6,86,02,250 15,68,77,662

EXPENSES

Cost of Materials Consumed 23 1,53,58,468 1,94,72,276

Purchase of Stock-in-Trade 24 27,37,520 26,90,636

Changes in Inventories of finished goods, 25 1,53,48,278 (23,67,757)

Cost of Flats Transferred 9,58,863 9,20,03,912

Employee Benefits Expenses 26 1,38,15,777 1,23,69,830

Other Expenses 27 4,51,37,546 2,42,67,900

Total Expenses 9,33,56,452 14,84,36,797

EARNINGS BEFORE INTEREST, TAX,

Depreciation and Amortization Expense 12 1,03,44,979 37,19,550

Finance Costs 28 83,75,820 25,13,313

PROFIT / (LOSS) BEFORE EXTRAORDINARY & EXCEPTIONAL ITEMS (4,34,75,001) 22,08,002

EXTRAORDINARY/EXCEPTIONAL ITEMS

PROFIT/ (LOSS) BEFORE TAX (4,34,75,001) 22,08,002

Less: Tax expense

Current tax - 573,369

MAT Credit Entitlement - (573,369)

Deferred tax 42,44,447 5,338,963

PROFIT AFTER TAX (4,77,19,448) (31,30,961)

Earning per share Basic and diluted 36 (1.19) (0.08)

(Face value of ̀ 1 each)

Work-in-Process and Stock-in-Trade

DEPRECIATION AND AMORTISATION (EBITDA) (2,47,54,202) 84,40,865

- -

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Significant Accounting Policies 1Contingent Liabilities, Capital and other commitments 29Notes are integral part of the Financial Statements.






stNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 20151) SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis for preparation of financial statements(a) Basis of Preparation:

1.2 Summary of Significant Accounting polices(a) Revenue Recognition

Manufacturing Division:

ii) Other Projects The Company is following the "Percentage of Completion Method" of accounting. As per this method, revenue from sale of properties is recognized in the Statement of Profit and Loss in proportion to the actual cost incurred as against the total estimated cost of projects under execution with the Company on transfer of significant risk and rewards to the buyer. If the actual project cost incurred is less than 25% of the total estimated project cost, no income is recognized in respect of that project in the relevant period. Determination of revenues under the percentage of completion method necessarily involves making estimates, some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the expected revenues from the project or activity and the foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognized in the financial statements for the period in which such changes are determined. Losses, if any, are fully provided for immediately.

The financial statements have been prepared and presented under the historical cost convention, on accrual basis of accounting in accordance with the accounting principles generally accepted in India ('Indian GAAP') and comply with the applicable Accounting Standards prescribed under Sec. 133 of the Companies Act, 2013 ['Act'] read with Rule 7 of the Companies [Accounts] Rules, 2014, the provisions of the Act [to the extent notified] and other relevant provisions of the Companies Act, 1956, to the extent applicable.All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current / non-current classification of assets and liabilities.

(b) Use of Estimates: The preparation of financial statements in conformity with the generally accepted accounting principles in

India ('Indian GAAP') requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

i) Revenue from sale of goods is recognized when all the significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, the company retains no effective control of the goods transferred to a degree associated with ownership and no significant uncertainty exists regarding the amount of consideration that will be derived from the sale of goods. Sales are recognized net of trade discounts, rebates, sales taxes and excise duties on goods manufactured and outsourced.

ii) Income from Services rendered is recognized based on agreements/arrangements with the customers on completion of Service when no significant uncertainty exists regarding the amount of consideration that will be derived from rendering of service and is recognized net of service tax, as applicable.

Realty Division i) Sales of Flats & Commercial Offices are accounted only after receiving full consideration against the

Sale Agreements.

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Other Income I) Interest income is recognized on a time proportion basis. ii) Dividend Income on investment is recognized for when the right to receive dividend is established.

( b) Fixed Assets & Depreciation

(c) Impairment of AssetThe Company reviews the carrying values of tangible assets for any possible impairment at each balance sheet date. An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. In assessing the recoverable amount, the estimated future cash flows are discounted to their present value based on appropriate discount rates.

(d) InvestmentsLong term Investments are carried at cost. Provision for diminution in the value of long-term investments is made only if such a decline is other than temporary in the opinion of the management. Long term Investments being Mutual Funds of DSP Merill Lynch were redeemed during the current year & the resulting surplus on the same has been credited to Revenue. Current investments are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investments.

(f) InventoriesManufacturing Division:I) Raw Materials, Components, Packing Materials, Stock in trade, Stores and Spare Parts are valued at

lower of cost and net realizable value. Work-in-Process of the Construction Machinery is valued at estimated cost.

ii) Finished Goods are valued at lower of cost or net realizable value. Realty Division:

I) Work-in-ProgressConstruction Work-in-Progress includes cost of land, Transfer of Development Rights, construction costs, allocated interest and expenses incidental to the projects undertaken by the Company.

(g) Employees' Benefitsi) The Company's contribution to Provident Fund and ESIC are charged to the Statement of Profit And

Loss.ii) Liability for Payment of gratuity to employees is covered through the Group Gratuity Schemes of Life

Insurance Corporation of India. Gratuity is accounted on the basis of the premium paid to Life Insurance Corporation of India under the Group Gratuity Scheme.

iii) Provision for Leave Encashment is determined on basis of actuarial valuation. (Note 35)

(h) Foreign Exchange TransactionsTransactions in foreign currency are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences arising on foreign currency transactions settled during the year are

i) Tangible Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Cost includes all expenses related to the acquisition and installation of fixed assets.Tangible assets not ready for the intended use on the date of the Balance sheet are disclosed as "Capital work-in-progress".

ii) Depreciation has been provided on a pro-rata basis on the straight line method based on the 'Useful lives' prescribed under Schedule II to the Companies Act, 2013.

(e) Trade Receivables Trade receivables are stated after making adequate provisions for doubtful balances.

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recognized in the Statement of Profit And Loss of the year.

Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the year end are translated at the closing exchange rate and the resultant exchange differences are recognized in the Statement of Profit And Loss.

(i) TaxationTax expenses comprises current tax and deferred tax. Provisions for income tax are made in accordance with the Income Tax Act, 1961.

Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences, subject to the consideration of prudence. Deferred tax assets are recognized and carried forward only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized.

Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted at the Balance Sheet date.

(j) Earnings Per Share Basic earning per share [EPS] are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted EPS, the net profit or loss for the period attributable to equity shareholders and the weighted average number of equity shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(k) Borrowing CostBorrowing costs that are directly attributable to long term projects / development activities are treated as part of the respective project cost and added to the stock in trade upto the date when such projects / development activities are completed. Other borrowing costs are charged as an expense in the year in which they are incurred.

(l) Contingencies / ProvisionsThe Company creates a provision when there exists a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may arise, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which likelihood of outflow or resources is remote, no provision or disclosure is made.

(m) Measurement of EBITDAThe Company has elected to present earning before interest (finance cost), tax, depreciation and amortization (EBITDA) as a separate line item on the face of Statement of Profit and Loss for the year. The Company measures EBITDA on the basis of profit / (loss) from continuing operations.

In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits. The carrying amount of deferred tax assets is reviewed at each balance sheet date for any write down, as considered appropriate.

(n) Segment Reporting Segments are identified having regard to the dominant source and nature of risks and returns and internal organization and management structure. The Company has considered business segments as the primary segments for disclosure. The business segments are 'Construction Equipment', 'Pre Cast Pipes' and 'Real Estate Development'.The Company does not have any geographical segment.

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2) SHARE CAPITAL

Authorised :-

10,00,00,000 (Previous year 10,00,00,000)

Equity Shares of Re 1/- each

Issued Subscribed and Paid up :-

4,02,24,250 (Previous year 4,02,24,250)

Equity Shares of Re 1/- each

4,02,24,250 4,02,24,250

10,00,00,000 10,00,00,000

4,02,24,250 4,02,24,250

Notes :

a) Reconcilaition of number of shares

outstanding at the beginning and at

the end of the year

At the beginning of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250

Add: Issued during the year - - - -

Less: Cancelled / Bought Back - - - -

Outstanding at the end of the year

No. of Amount in No. of Amount in

Equity Shares ` Equity Shares `

4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250

b) Details of Shareholders holding

more than 5% Equity Shares

in the Company % %

Equity Shares of ` 1/- each

Dave Builders Pvt. Ltd. 57,20,910 14.22 57,20,910 14.22

Jatin Daisaria Realtors Pvt. Ltd. 57,20,910 14.22 57,20,910 14.22

Skyline Vision Pvt. Ltd. 57,20,900 14.22 57,20,900 14.22

Millars Machinery Company Pvt. Ltd. 53,97,770 13.42 53,97,770 13.42

A. J. Patel Investments & Trading 21,88,500 5.44 21,88,500 5.44

Co. Pvt. Ltd.

No of Percentage No of Percentage

Equity Shares of Holding Equity Shares of Holding

c) Terms / Rights attached to Equity Shares

The Company has only one class of shares referred to as Equity Shares having a par value of ̀ 1/- per share.

Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends

in Indian Rupees. Payment of Dividend is also made in foreign currency to shareholders outside India.

The Dividend (if any) proposed by the Board of Directors is subject to the approval of the share holders at

the Annual General Meeting, except in the case of Interim Dividend. In the event of liquidation, the

equity shareholders are eligible to receive the remaining assets of the company after distribution of all

preferential amounts, in proportion to their shareholding.

stNotes to financial statements for the year ended 31 March, 2015

As at 31st March, 2015

(Amount in `)) As at

31st March, 2014


As at

31st March, 2014


As at

31st March, 2014



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3) RESERVES AND SURPLUS

a) Capital Reserve

As per last Balance Sheet 27,85,361 27,85,361

Add: Changes in the current year - -

Closing balance 27,85,361 27,85,361

b) Preference Shares Redemption Reserve

As per last Balance Sheet 57,37,100 57,37,100

Add: Changes in the current year - - -

Closing balance 57,37,100 57,37,100

c) Securities Premium Account

As per last Balance Sheet 12,94,37,050 12,94,37,050

Add: Changes in the current year - - -

Closing balance 12,94,37,050 12,94,37,050

d) General Reserve

As per last Balance Sheet 2,81,00,000

Add: Transfer from Statement of

Profit and Loss - -

Closing balance 2,81,00,000 2,81,00,000

e) Surplus in Statement of Profit and Loss

As per last Balance Sheet 20,47,44,407 20,52,04,030

Add: Mat Credit Entitlement 26,71,338

Add: Net profit after tax transferred from

Statement of Profit and Loss (4,77,19,448) (31,30,961)

15,70,24,959 20,47,44,407

Less : Appropriations:

Closing balance 15,68,14,133 20,47,44,407

32,28,73,644 37,08,03,918

2,81,00,000

Transfer from Assets whose Balance Useful Life is (2,10,826)

NIL as per Schedule II of Companies Act, 2013

4) LONG-TERM BORROWINGS

Term Loan (For Wada Unit from Bank of Maharashtra) 4,01,04,261 4,48,42,512

Less : Current maturities of Long Term

Borrowings (Ref. to note 10) (1,05,40,000) 52,70,000

2,95,64,261 3,95,72,512

(Utilised Rs. 588 lacs out of sanctioned amount of Rs. 605.94 lacs

secured against the mortgage of Land & Building and Hypothecation of

Plant & Machinery of Wada unit, out of which Rs.186.96 lacs is

paid upto 31st March'2015; Loan carries Interest rate of 14.75% p.a.

(approx.) & has term of 6 years commencing from June'13)




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5) DEFERRED TAX LIABILTIES (NET)

Deferred tax liabilities

Difference between the Written Down Value

of fixed assets as per the books of

Account and Income Tax Act, 1961 1,18,06,576 73,62,572

Expenses allowed for tax purpose on payment basis (5,07,448) (3,18,395)

Net deferred tax (liability) 1,08,89,372 66,44,925

6) OTHER LONG TERM LIABILITIES

Other Liabilities 21,25,916 21,25,916

7) LONG TERM PROVISIONS

Provision for Income Tax (Net) 1,03,61,958 1,06,82,618

Provisions for Employees Benefits

Provisions for Compensated Absences 10,79,906 9,48,775

1,14,41,864 1,16,31,393

9) TRADE PAYABLES

Trade Payables (Refer Note 34 for details of dues

to Micro, Small and Medium Enterprises ) 1,43,29,290 1,93,68,502

1,43,29,290 1,93,68,502

10) OTHERS CURRENT LIABILITIES

Current Maturities of Long Term Borrowings 1,05,40,000 52,70,000

(Term Loan for Wada Project - Refer note 4 for details)

Unclaimed Dividends 15,11,910 17,99,475

Advance Against sale of Flats 21,24,564 16,80,830

Advance Against sale of Office 30,78,320 -

Statutory Dues 37,27,886 49,88,472

Payable to Employees 6,94,193 14,29,996

Advance Received from Customers 7,91,522 16,89,317

Others 20,30,560 29,42,889

2,44,98,955 1,98,00,979

Deferred tax Assets

Provision for Doubtful Debts (4,09,756) (3,99,252)

21,25,916 21,25,916

8) Short-Term Borrowings

Cash Credit Account # 1,31,87,959 -

# Secured against Hypothecation of Stock & Book Debts 1,31,87,959 -




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11) SHORT TERM PROVISIONS

Provision for Expenses 2,89,652 2,62,302

Provisions for Employees Benefits 5,67,582 6,32,966

Provision for sales tax liability 56,93,377 -

65,50,611 8,95,268

DESCRIPTION

GROSS BLOCK DEPRECIATION NET BLOCK

BOOK VALUE AS ON

01.04.2014

ADDITION DURING

THE YEAR

DEDUCTION DURING

THE YEAR

BOOK VALUE AS ON

31.03.2015

UP TO 01.04.2014

TOTALDEPRE.

FOR THE YEAR

DEBIT TO OP P & L

DEDUCTION DURING

THE YEAR

AS ON31.03.2015

AS ON31.03.2014

DEPRE.UP TO

31.03.2015

` ` ` ` ` ` ` ` ` ` `

Tangible Assets

LAND

BUILDING &

ELE. FITTINGS

RESIDENTIAL

QUARTERS

PLANT & MACHINERY

FURN. FIXT.

OFFICE EQUIPMENT

COMPUTERS

VEHICLES

CWIP - ROAD

GROSS TOTAL

PREVIOUS YEAR

Intangible Assets

2,78,79,000

5,21,98,690

14,429

11,06,24,706

27,16,150

14,11,815

16,10,720

33,19,778

-

-

19,97,75,288

16,95,62,188

-

2,90,407

-

16,08,935

21,868

85,938

-

54,838

1,00,000

9,46,643

31,08,629

13,55,79,905

-

-

-

1,04,198

-

-

7,83,975

4,12,532

-

-

13,00,705

10,53,66,806

2,78,79,000

5,24,89,097

14,429

11,21,29,443

27,38,018

14,97,753

8,26,745

29,62,084

1,00,000

9,46,643

20,15,83,212

19,97,75,287

-

20,67,658

9,595

99,62,541

4,79,495

2,57,854

12,02,868

15,67,508

-

-

1,55,47,518

1,18,27,970

-

17,54,591

-

71,03,675

2,73,743

2,93,836

2,03,740

7,09,369

6,025

-

1,03,44,979

37,19,550

-

-

-

-

-

-

7,83,975

2,70,958

-

-

10,54,934

-

-

-

4,834

-

15,305

1,42,993

47,694

-

-

-

2,10,826

-

-

38,22,249

14,429

1,70,66,216

7,68,543

6,94,683

6,70,326

20,05,919

6,025

-

2,50,48,390

1,55,47,519

2,78,79,000

4,86,66,848

-

9,50,63,227

19,69,475

8,03,070

1,56,419

9,56,165

93,975

9,46,643

17,65,34,821

18,42,27,768

2,78,79,000

5,01,31,032

4,834

10,06,62,163

22,36,655

11,53,961

4,07,852

17,52,270

-

-

18,42,27,768

-

12) FIXED ASSETS




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13) NON-CURRENT INVESTMENTSI. UNQUOTED

NON-TRADEA. IN GOVERNMENT SECURITIES :

6 Years National Savings Certificates of the face value of Rs. 2000/- Deposited withOrissa State Sales Tax Authorities. 2,000 2,000

B. IN SHARES:10 Shares of The Sankar Co-Operative Premises Society Ltd., of the Face Value Rs. 50 Each, 500 500

10 Shares of Panchamahal Development Co-Operative Society Limited of the Face Value of Rs. 100/- Each, Fully Paid Up. 1,000 1,000

500 Equity Shares of Beclawant of India Ltd., of the Face Value of Rs. 100/- Each, Fully Paid Up. (Under Liquidation) 50,000 50,000

1,60,000 Equity Shares of Pune Readymix Concrete Industries Ltd., of the Face Value of Rs. 10/- Each, Fully Paid Up. 16,00,000 16,00,000

10 Preferance Shares of Mukand Ltd., of the Face 540 540

TOTAL UNQUOTED INVESTMENTS 16,54,040 16,54,040

II. QUOTED :-A. IN SHARES, DEBENTURES OR BONDS :

4010 Equity Shares (including 1335 Bonus Shares) of GMM Pfaudler Ltd., of the Face Value of Rs. 2/- Each, Fully Paid Up Market Value Rs. 11,45,657/-(Previous Year ) 5,860 5,860

100 Equity Shares of Hydrabad Industries Ltd.of the Face Value of Rs. 10/- Each FullyPaid Up. Market Value Rs. 61,250/-. (Previous Year Rs )

100 Equity Shares of Cranex Ltd., of the face Value of Rs. 10/- Each, Fully Paid Up.Market Value Rs. 531/- 1,100 1,100

Fully Paid Up.

Value of Rs. 10/- Each, Fully Paid Up

Rs. 4,20,649/-

30,205/- 9,700 9,700

(Previous Year Rs 355/-)




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250 Equity Shares of Greaves Ltd., of the

Face Value of Rs. 2/- Each, Fully Paid Up.

Market Value Rs. 36,487/-

2,600 2,600

264 Equity Shares of Reliance Power Ltd.

(including 99 Bonus Shares) of the Face Value

of Rs.10/- Each Fully Paid Up

Market Value Rs. 14,929/- (Previous Year Rs. )

750 Equity Shares of Coal India Ltd..

of the Face Value of Rs. 10/- Each fully paid up

Market Value Rs.2,71,800/-

(Previous Year Rs. /-)

40 Equity Shares of Mukand Ltd., of the

Face Value of Rs. 10 Each, Fully Paid Up.

Market Value Rs. 1,870/-

(Previous Year Rs. )

B. MUTUAL FUNDS

ICICI Prudential Liquid Plan-weekly dividend

reinvestment 234.106 Units

(Previous Year 197.500 Units

Face Value of Rs 10/- Market Value Rs . 28697/-

(Previous Year Rs. 27173/-)

TOTAL QUOTED INVESTMENTS (II) 3,05,492 3,03,968

TOTAL I + II 19,59,532 19,58,008

LESS: Diminution in the Value of Investments 16,50,000 16,50,000

TOTAL 3,09,532 3,08,008

(Previous Year Rs. 20,213/-)

18,572/- 74,250 74,250

2,15,925 1,81,125 1,81,125

940/- 2,160 2,160

28,697 27,173

BOOK MARKET BOOK MARKET

VALUE VALUE VALUE VALUE

AGGREGATE VALUE OF SECURITIES

Quoted Investments 3,05,492 15,61,221 3,03,968 7,34,032

Unquoted Investments 4,040 - 4,040 -

3,09,532 15,61,221 3,08,008 7,34,032




31st March, 2014


(Amount in `)) As at 31st March, 2014



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14) LONG TERM LOANS AND ADVANCES

Unsecured and Considered Good:

Other loans & Advances :

Advances Recoverable in Cash or in Kind or

for value to be received subject to confirmations. 2,09,00,000 2,09,00,000

Advances to staff - 16,618

Security Deposits 36,47,236 38,00,764

- -

2,45,47,236 2,47,17,382

15) OTHERS NON CURRENT ASSETS

Karjat Riverside Building - Work in Progress 4,57,27,050 3,51,01,698

Transferable Development Rights 2,93,80,340 2,93,80,340

Karjat Property - Plot No. 86 4,97,22,883 4,94,82,984

Book Value of Ghatkopar Project 2,59,60,831 2,59,60,831

Others 1,04,386

Mat Credit Receivable 32,44,706 32,44,706

Wealth Tax Receivable 34,862 34,862

15,40,70,672 14,33,09,807

16) INVENTORIES

Raw Materials 38,00,700 60,65,762

Work-In-Process 12,66,637 21,48,990

Finished Good 46,07,135 55,42,290

Stock In Trade - Commercial Unit 37,981,693 51,610,231

4,76,56,165 6,53,67,273

17) TRADE RECIEVABLES

Unsecured

a) Outstanding for more than six months from the due

date of payment

Considered Good 64,42,696 56,84,864

Considered Doubtful 13,26,070 13,26,070

Less : Provision for doubtful debts 13,26,070 13,26,070

(Refer note below) -

b) Other Debts-Considered Good 2,36,06,151 2,31,22,834

3,00,48,847 2,88,07,698

(The above includes the amount due from

Associate Company) 1,96,926 2,21,493

-

-




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18) CASH AND BANK BALANCES

A) Cash and Cash Equivalents

a) Cash on Hand 52,711 64,860

b) Balance with Banks

Current Accounts 39,18,713 15,35,285

B) Other Bank Balances

Margin Deposit 42,157 1,96,540

Unclaimed Dividend 15,11,910 17,99,475

Fixed Deposit with Maturity of more than 12 months 1,77,40,129 3,98,86,557

2,32,65,620 4,34,82,717

19) SHORT TERM LOANS AND ADVANCES

Unsecured and considered Good

Other loans & advances

a) Advances to Officers / Staff 6,60,084 6,39,980

b) Advance Paid to Creditors 17,34,803 28,66,417

23,94,887 35,06,397

20) OTHERS -CURRENT ASSETS

Cenvat Credit receivable 1,26,17,545 87,90,083

VAT Credit receivable 2,25,096 6,49,384

Prepaid Exps. 3,91,539 3,43,605

Interest Receivable 2,50,597 1,95,558

Sales tax / Service Tax /tds Receivable 14,83,038 69,59,060

Others 18,90,527 4,02,923

1,68,58,342 1,73,40,613

21) REVENUE FROM OPERATIONSa) Revenue From Sales Sale of Products 3,52,07,106 3,38,47,407 Sale of Flats/Commercial Unit 2,04,34,125 10,94,11,457 Sale of Trading Goods 65,81,312 37,75,189 b) Revenue From Services Erection and Service Charges 18,72,663 8,79,250 c) Other Operating Revenue Sale of Scrap 15,62,748 -

6,56,57,954 14,79,13,303




31st March, 2014

Year Ended 31st March, 2015




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22) OTHER INCOME

Interest Income

- From Fixed Deposits 28,33,925 61,02,430

- Prior Period Interest Income 45,670

- Others - 46,622

Dividend Income from Non-current Investments 31,079 39,489

Sundry Credit Balances Written Back 7,63,964 33,96,013

Net Gain on Foreign Currency Transactions - 1,91,116

Miscellaneous Income 7,10,368 7,99,970

Reimbursement of expenses 13,09,500 -

Profit on sale of fixed assets 11,81,208 -

Profit on redemption of Mutual Funds - 19,91,185

68,75,714 1,25,66,825

23) COST OF MATERIAL CONSUMED

Opening stock 60,65,762 48,00,967

Add: Purchases 1,30,93,406 2,07,37,071

Less: Closing stock 38,00,700 60,65,762

Total Cost of Material Consumed 1,53,58,468 1,94,72,276

24) PURCHASE OF STOCK - IN - TRADE

Purchase of Stock-in Trade 27,37,520 26,90,636

27,37,520 26,90,636

25) CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROCESS AND STOCK-IN-TRADE

Stock at the beginning of the year

Finished Goods 55,42,290 54,21,635

Work in Process 21,48,990 29,57,346

Stock In Trade - Commercial Units 5,16,10,231 4,85,41,500

5,93,01,511 5,69,20,481

Less : Stock at the end of the year

Finished Goods 46,07,135 55,42,290

Work in Process 12,66,637 21,48,990

Stock In Trade - Commercial Units 3,79,81,693 5,16,10,231

4,38,55,465 5,93,01,511

1,54,46,046 (23,81,030)

Increase / (Decrease) in Excise duty on finished goods (97,768) 13,273

Changes in inventories of Finished Goods,

Work-in-progress and Stock - in - Trade 1,53,48,278 (23,67,757)






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26) EMPLOYEE BENEFITS EXPENSESSalaries and Wages 1,18,03,704 1,14,48,092 Contribution to Provident Fund and Other Funds 15,24,394 5,68,800 Staff Welfare Expenses 4,87,679 3,52,938

1,38,15,777 1,23,69,830

27) OTHER EXPENSESConsumption of Stores and Spare Parts 12,54,385 6,17,450 Power and Fuel 21,15,174 9,06,557 Sub-Contract & Machining Charges 7,95,466 25,35,254 Freight and Forwarding 49,64,842 10,19,297 Other Manufacturing Expenses - 55,120 Auditors' remuneration (Refer Note 32) 4,21,872 3,54,708 Rent 9,14,406 7,59,000 Repairs and Maintenance - Others 2,31,404 - Repairs and Maintenance - Machinery 4,55,995 1,30,595 Insurance 2,33,367 2,02,970 Rates and Taxes 2,09,792 70,131 Legal and Professional Fees 64,57,608 39,92,141 Directors' Sitting Fees 23,00,000 11,20,000 Provision for Doubtful Debts - 12,92,079 Advertisement & Selling Exp. 47,57,440 - Travelling & Conveyance 22,17,273 14,16,381 Sundry Balance W/off. (Net) 16,38,789 21,88,150 Donation 87,002 25,000

28) FINANCE COSTInterest to Others 6,953 3,60,444Interest to BANK 83,68,867 21,52,869

83,75,820 25,13,313

Provision for Sales Tax 56,93,377 13,68,890 Fines & Penalties 4,82,053 18,205 Printing & Stationery 5,31,856 4,60,102 Sales Tax / VAT Assessment Dues 4,31,270 - Contracting & Service Charges 38,73,568 13,36,267 Miscellaneous Expenses 50,70,607 43,99,603 4,51,37,546 2,42,67,900

29) CONTINGENT LIABILITIES AND COMMITMENTS

Particulars

(a) Contingent Liabilities(I) Claims against the company not acknowledged as debts

• DGBR• Sales Tax 3,82,34,522/- -

(ii) Bank Guarantees given NIL NIL(b) Commitments

Estimated amount of Contracts remaining to be executed on Capital account and not provided for NIL NIL

3,14,72,636/- 3,14,72,636/-




(Amount in `))

(Amount in `))





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The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders

passed by the Sales Tax Officer under BST Act, 1959 & CST Act, 1956 for the financial years 2001-02 to 2004-

05. As per legal opinion received from the tax consultants, the Company has already filed appeals disputing

the said demands including interest and penalty. Taking into account the advice received from the tax

consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in

the accounts for the financial year ended 31st March, 2015 & the balance Rs. 382.35 lacs has been shown

under 'Contingent Liabilities'.

30) Income Tax Assessments are completed upto the Assessment year 2012-13 in terms of order issued under

section 143 (3) of the Income Tax Act, 1961. The company does not expect any liability for the pending

assessments.

31) In terms of the Development Agreement dated 31.12.2003 and Supplementary Agreements dated

30.01.2004 and 01.03.2004 respectively entered into with Skyline Residency Pvt. Ltd. for development of

the Company's land at Kurla-Kirol Road, Ghatkopar (W), admeasuring 35,577.89 Sq. Mtrs., the Company was

entitled to upfront consideration of Rs. 1,440 Lacs and 74,446 Sq. ft. saleable area.

The Company has accounted for the said amount of Rs. 1,440 Lacs towards the upfront consideration during

the financial year ended 31st March, 2004. The details of entitlement of the Company of 74, 446 Sq. ft.

saleable area is as under:

i) Area under construction to be handed over by

Skyline Residency Pvt. Ltd. to the Company 74,446 Sq. ft.

ii) Area handed over, sold and accounted for, during Financial year 2006-07 23,594 Sq. ft.

iii) Area handed over, sold and accounted for, during Financial year 2007-08 21.034 Sq. ft.

iv) Area handed over, sold and accounted for, during Financial year 2008-09 12,246 Sq. ft.

v) Area handed over, sold and accounted for, during Financial year 2009-10 1,390 Sq. ft.

vi) Total area handed over, sold and accounted upto 31.03.2015 58,264 Sq. ft.

Balance additional saleable area to be allotted by Skyline Residency Pvt. Ltd. 16,182 Sq. ft.

Total 74,446 Sq.ft.


(Amount in `)31st March, 2015 31st March, 2014

(Exclusive of (Exclusive ofService Tax) (Service Tax)

32) AUDITORS’ REMUNERATION

Statutory audit fee 1,50,000 1,50,000

Taxation matters 50,000 36,000

Certification fees and other services 2,15,000 1,68,708

Reimbrusement of expenses 6,872 -

Total 4,21,872 3,54,708

33) Company has filed a suit on Nesco Ltd. (Formerly known as New Standard Engineering Co. Ltd) for the

recovery of its Security Deposit of Rs. 15,00,000/- along with interest.

Year Ended



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35) EMPLOYEE BENEFITSi) Short Term employee benefits:

The liability towards short term employee benefits for the year ended 31st March 2014 has been recognized in the Statement of Profit and Loss.

ii) Post-employment benefits:The following disclosures are made in accordance with AS-15(Revised) pertaining to Defined Benefit Plans.


34) DUES TO MICRO AND SMALL ENTERPRISES :

Disclosure of payable to vendors under the "Micro, Small and Medium Enterprise Development Act, 2006

('MSMED Act') " is based on the information available with the Company regarding the status of registration of

such vendors under the said Act, as per the intimation received from them on requests made by the Company.

This has been relied upon by the auditors.

There are no overdue principal amounts/interest payable amounts for delayed payments to such vendors at

the Balance sheet date. There are no delays in payment made to such suppliers during the year or for any

earlier years and accordingly there is no interest paid or outstanding interest in this regard.

Actuarial Valuation of Gratuity Benefits

ANNEXURE I

Funded Status of the Plan 31st March 15 31st March 14

`

Present value of funded obligations 27,82,318 27,44,199

Fair Value of Plan Assets 55,46,726 50,84,256

Net Liability (Asset) (27,64,408) (23,40,057)


ANNEXURE II

Statement of Profit and Loss 31st March 15 31st March 14

Current Service Cost 2,86,229 2,62,355

Interest on Obligation 2,44,436 2,15,087

Expected Return on Plan Assets (4,55,881) (4,20,766)

Net Actuarial Loss/ (Gain) 3,44,958 (3,76,950)

Past Service Liab. - -

Losses/ (Gains) on Curtailments & Settlement - -

Total Included in Employee Benefit Expense 4,19,741 (3,20,274)

Loss/ Gain on Obligation as per Annexure III 3,46,936 (3,88,638)

Loss/ Gain on Assets as per Annexure IV (1,978) 11,688

Net Actuarial Loss / (Gain) 3,44,958 (3,76,950)

Present Value of unfunded obligations `

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Actuarial Valuation of Gratuity BenefitsANNEXURE III

Reconciliation of Defined Benefit Obligation 31st March15 31st March 14

Opening Defined Benefit Obligation 27,44,199 26,55,395 Service Cost 2,86,229 2,62,355 Interest Cost 2,44,436 2,15,087 Actuarial Losses ( gains ) 3,46,936 (3,88,638)Past Service Liab.Losses ( Gains ) on CurtailmentsBenefits Paid (839,482)Benefits Payable Closing Defined Benefit Obligation 27,82,318 27,44,199

Actuarial Valuation of Gratuity BenefitsANNEXURE IV

Reconciliation of Plan Assets 31st March15 31st March14

Opening Value of Plan Assets 50,84,256 46,75,178 Expenses deducted from the fund - - Expected return 4,55,881 4,20,766 Actuarial gains and ( losses ) 1,978 (11,688)Contributions by employer 4,611 - Benefits Paid - - Closing Value of Plan Assets 55,46,726 50,84,256

Actuarial Valuation of Gratuity BenefitsANNEXURE V

Reconciliation of Plan Assets 31st March 15 31st March14

Net Opening Provision in Books of Accounts (23,40,057) (20,19,783)Employee Benefit Expense as per Annexure 4,19,742 (3,20,274)

(19,20,315) (23,40,057)Benefits Paid by the Company (8,39,482) - Amounts Transferred to Payable Accounts - - Contribution Plan Assets (4,611) - Closing Provision in Books of Accounts (27,64,408) (23,40,057)

ANNEXURE VIBifurcation of liability as per Schedule VI 31st March15 31st March 14

Current Liability (27,64,408) (23,40,057)Non- Current Liability - - Net Liability (27,64,408) (23,40,057)

The Current Liability is calculated as Expected Contributions for the next 12 Months

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ANNEXURE VII

Table of Experience Adjustments 31st March 15 31st March 14

Defined Benefit Obligation 27,82,318 27,44,199

Plan Assets 55,46,726 50,84,256

Surplus/ ( Deficit ) 27,64,408 23,40,057

Experience Adjustments on Plan Liabilities 39,769 (1,40,647)

Actuarial Loss / ( Gain ) due to Change in assumptions 3,07,167 (2,47,990)

Experience Adjustments on Plan assets (1,978) 11,688

Net Acutarial Loss / Gain for the year 3,44,958 (3,76,950)

ANNEXURE VIII

Composition of the Plan Assets 31st March 15 31st March14

Government of India Securities 0% 0%

High quality corporate bonds 0% 0%

Equity Shares of listed Companies 0% 0%

Property 0% 0%

Policy of Insurance 100% 100%

Bank Balance 0% 0%


ANNEXURE IX

Principle Actuarial Assumptions 31st March 15 31st March 14

Discount Rate 7.70% 9.10%

Expected Return on Plan Assets 9.00% 9.00%

Salary Growth Rate 7.00% 7.00%

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Actuarial Valuation of Leave Benefits

ANNEXURE I

Funded Status of the Plan 31st March 15 31st March14

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Present Value of unfunded obligations 10,79,906 9,48,775

Present Value of funded obligations - -

Fair Value of Plan assets - -

Net Liability ( Asset ) 10,79,906 9,48,775

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ANNEXURE II

Statement of Profit & Loss 31st March 15 31st March 14

Current Service Cost 1,68,377 1,54,333

Interest on Obligation 84,226 1,44,596

Expected Return on Plan Assets - -

Net Actuarial Loss/ Gain 5,2,208 (9,96,941)

Past Service Liab - (54,350)

Losses / Gains on Curtailments and Settlement - -

Total included in Employee Benefit Expenses 3,04,811 (7,52,362)

Loss/ ( Gain ) on Obligation as per Annexure III 52,208 (9,96,941)

Loss/ ( Gain ) on Assets Obligation as per Annexure IV - -

Net Actuarial Loss/ ( Gain ) 52,208 (9,96,941)


ANNEXURE III

Reconciliation of Defined Benefit Obligation 31st March 15 31st March 14

Opening Defined Benefit Obligation 9,48,775 18,69,137

Service Cost 1,68,377 1,54,333

Interest Cost 84,226 1,44,596

Actuarial losses ( Gains ) 52,208 (9,96,941)

Past Service Liab - (54,350)

Losses ( Gains ) on curtailments - -

Liabilities Extinguished on settlements - -

Benefit Paid (1,73,680) (1,68,000)

Benefit Payable - -

Closing Defined Benefit Obligation 10,79,906 9,48,775


ANNEXURE IV

Reconciliation of Plan Assets 31st March 15 31st March 14

Opening Value of Plan Assets - -

Adjustment to the Opening Fund - -

Expenses incurred in the fund - -

Expected return - -

Actuarial Gains & ( Losses ) - -

Contributions by employer - -

Benefits paid - -

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Actuarial Valuation of Leave Benefits ANNEXURE V

Reconciliation of Leave Provision Account 31st March 15 31st March 14

Net Opening Provision in Books of Accounts 9,48,775 18,69,137

Employee Benefit Expense as per Annexure II 3,04,811 (7,52,362)

12,53,586 11,16,775

Benefits Paid by the Company (1,73,680) (1,68,000)

Amounts Transferred to Payable Accounts - -

Contributions to Plan Assets - -

Closing Provision in Books Accounts 10,79,906 9,48,775

Actuarial Valuation of Leave Benefits ANNEXURE VI

Bifurcation of Liability as per Schedule VI 31st March 15 31st March 14

Current Liability * 57,889 46,440

Non-Current Liability 10,22,017 9,02,335

Net Liability 10,79,906 9,48,775

* The Current Liability is calculated as Expected Benefits for the next 12 months


ANNEXURE VII

Table of Experience Adjustement 31st March 15 31st March 14

Defined Benefit Obligation 10,79,906 9,48,775

Plan Assets - -

Surplus / ( Deficit ) (10,79,906) (9,48,775)

Experience Adjustments on Plan Liabilities (90,445) (8,97,423)

Actuarial Loss / ( Gain ) due to change in assumption 1,42,654 (99,518)

Experience Adjustments on Plan Assets - -

Net Actuarial Loss / ( Gain ) for the year 52,209 (9,96,941)

ANNEXURE VIII

Composition of the Plan Assets 31st March 15 31st March 14

Government of India Securities 0% 0%

High quality corporate bonds 0% 0%

Equity Shares of listed companies 0% 0%

Property 0% 0%

Policy of Insurance 0% 0%

Bank Balance 0% 0%

Actuarial Valuation of Leave Benefits ANNEXURE IX

Principle Actuarial Assumptions 31st March 15 31st March 14

Discount Rate 7.70% 9.10%

Expected return on Plan Assets 0.00% 0.00%

Salary Growth Rate 7.00% 7.00%

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(Amount in `) AS AT AS AT

31st March, 2015 31st March, 2014

36) EARNINGS PER SHARE (EPS)

Face value per share ` 1/- 1/-

Net profit / (loss) for the year (4,77,19,448) (31,30,961)

a) Basic EPS

Weighted average number of

Equity Share outstanding Nos. 4,02,24,250 4,02,24,250

Basic earnings per share (1.19) (0.08)

b) Diluted EPS

Weighted average number of

Equity Nos. 4,02,24,250 4,02,24,250

Diluted EPS (1.19) (0.08)

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Share outstanding

`


37)RELATED PARTY DISCLOSURES

Directorship/Designated Partnership of all the Directors in other Companies/LLP's

Millars Machinery Co. Pvt. Ltd.

GMM Pfaudler Ltd.

Ready Mix Concrete Ltd.

Karamsad Investments Ltd.

Karamsad Holdings Ltd.

Millars Concrete Technologies Pvt. Ltd.

Dietrich Engineering Consultants India Pvt. Ltd.

Lugaia Pharma Liners India Pvt. Ltd.

1) Mr. Ashok J. Patel

Millars Machinery Co. Pvt. Ltd.

Uttarak Enterprises Pvt. Ltd.

Concrete Construction & Engineering Company Pvt. Ltd.

GMM Pfaudler Ltd.

Ready Mix Concrete Ltd.

Millars Concrete Technologies Pvt. Ltd.

Dietrich Engineering Consultants India Pvt. Ltd.

Lugaia Pharma Liners India Pvt. Ltd.

2) Mr. Tarak A. Patel



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Skyline Residency Private Limited

Jatin Daisaria Realtors Private Limited

Jascon Project Consultants Private Limited

(Resigned w.e.f. 20.08.2014)

Shelter Realty Private Limited

Skyline Mansions Private Limited

Skystar Property Development Private Limited

Skystar Realtors Private Limited

Skyline Ashapura Infraprojects Private Limited

3) Mr. Jatin V. Daisaria

Dave Builders Private Limited

Jascon Project Consultants Private Limited


(Resigned w.e.f. 15.01.2015)

Punjalal G Dave Realtors Private Limited

PGD Land LLP

Punjalal G Dave Realtors LLP

4) Mr. MauliK H. Dave

Indowind Energy Limited

Indowind Power Private Limited

Ind Eco Ventures Limited

Indus Capital Private Limited

BVK Agri Producer Company Limited

5) Mr. Niranjan R. Jagtap

Skyline Vision Private Limited

Skyline Mansions Private Limited

Skystar Realtors Private Limited

Skystar Property Development Private Limited


6) Mr. Shilpin K. Tater

7) Mr. Upen M. Doshi Samruddhi Securities Private Limited

MGD Capinstock India Private Limited

Srila Stock Services Private Limited

NMIMS Business School Alumni Association

8) Mr. Vinod N. Joshi Ask Management Consultancy Private Limited

Value Mark Exim Services Private Limited

9) Mrs. Soha S. Shirke GMM Pfaudler ltd (Resigned w.e.f. 25.06.2015)


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Associates Parties with whom transactions have been taken place during the year

Names Nature of relation

a) GMM Pfaudler Ltd. Associate

b) Millars Concrete Technologies Pvt. Ltd. Associate

c) Glass Lined Equipment Co. Ltd. Associate

d) Skyline Residency Pvt. Ltd. Associate

e) Dietrich Engg Consultant India Pvt. Ltd. Associate

f) Symphony Associate

Key Management Personnel

Mr. Ashok J Patel Promoter - Non Executive Director

Mr. Tarak A. Patel Promoter - Non Executive Director

Mr. Jatin V. Daisaria Promoter - Non Executive Director

Mr Shilpin Tater Promoter - Non Executive Director

Mr Maulik Dave Promoter - Non Executive Director

Mr. Dhawal J. Vora DGM- Finance & Company Secretary

Mr. Shivakumar Aiyar Chief Financial Officer




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Transactions with Related Parties

I) Sales

a) Supply of Goods/ Services 10,01,703 4,53,399

(Spares, Erection & other charges to

GMM Pfaudler Ltd)

ii) Purchase of Goods and Machinery

(from Millars Concrete Technologies Pvt. Ltd.) 3,24,805 48,79,647

iii) Sale of Commercial Office 91,00,000 NIL

(to Mr. Ashok J Patel)

iv) Dividend received 12,030 11,228

(From GMM Pfaudler Ltd)

v) Rent paid (To Glass Lined Equipment Co. Ltd.) 8,36,406 7,20,000

vi) Outstanding Balance Receivable 1,96,926 14,96,637

Payable NIL 16,84,031

vii) Power & Fuel Expenses - Paid 6,50,025 13,84,335

(To Symphony - 2,70,664/-)

(To Glass Lined Equipment Co.Ltd - 3,79,361/-)

viii) Power & Fuel Expenses - Received 31,02,492 40,76,969

(From GMM Pfaudler Ltd.)

ix) Re-imbursement of Expenses - Recovered 148,037 67,030

(From Dietrich Engg Consultant India P Ltd)

x) Re-imbursement of Expenses - Recd. from 18,32,849 7,02,577

(To Millars Concrete Technologies Pvt. Ltd.)

xi) Sitting Fees Paid to Directors 23,00,000 11,20,000

xii) Office Maintenance (Paid to Symphony) 69,077 1,79,989

xiii) Remuneration to Key Management Personnel 22,35,249 -

xiv) Advance received against sale of commercial Office 15,00,000 -

(from Mrs. Urmi A. Patel)

xv) Security Deposit to Symphony 1,30,000 -


Associates


Associates

(Amount in `))

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38) DISCLOSURE OF SEGMENT INFORMATION AS REQUIRED BY AS 17 ̀ SEGMENT REPORTING'.STSEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED 31 MARCH,

2015.

(Amount in `) 2014-2015 2013-2014

Primary Segment Information :

A. Segment Revenue

1) Construction Equipment 1,60,10,507 3,06,71,361

2) PRE-CAST PIPES 2,52,81,904 42,28,019

3) Real Estate Development 2,04,34,125 10,94,11,457

Total Net Sales/income from operations 6,17,26,536 14,43,10,837

B. Segment Results

Profit / loss before Tax and interest for each segment

1) Construction Equipment (233,970) (1,36,06,403)

2) PRE-CAST PIPES (3,11,32,445) (1,00,56,342)

3) Real Estate Development (1,06,08,480) 1,58,17,235

Total (4,19,74,895) (78,45,510)

Add : Other Income 68,75,714 1,25,66,825

Total (3,50,99,181) 47,21,315

Less: Interest 83,75,820 25,13,313

Profit/(Loss) before tax (4,34,75,001) 22,08,002

42,44,447 53,38,963

Profit / (Loss) after tax (4,77,19,448) (31,30,961)

C. Capital Employed

(Segment Assets - Segment Liabilities)

1) Construction Equipment 2,47,40,690 13,68,91,366

2) PRE-CAST PIPES 18,54,18,221 17,27,12,771

3) Real Estate Development 16,25,72,471 15,57,60,255

TOTAL 37,27,31,382 46,53,64,392

(including Erection Charges)

Tax Expense(Including Provision for Tax & Deferred Tax)



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4) VALUE OF IMPORTS ON CIF BASIS

RAW MATERIALS (INCLUDING COMPONENTS) NIL NIL

5) EARNINGS IN FOREIGN EXCHANGE

FOB VALUE OF EXPORT NIL 84,028

39) ADDITIONAL INFORMATION

1) ANALYSIS OF RAW MATERIAL CONSUMED

CASTINGS 1,45,891 2,39,196

STEEL 39,38,921 21,96,372

OIL ENGINES & ELECTRIC MOTORS - 3,84,562

OTHERS 1,12,73,656 1,66,52,146

TOTAL 1,53,58,468 1,94,72,276

2) VALUE OF IMPORTED &

INDIGENOUS RAW MATERIALS CONSUMED

IMPORTED 2014 - 15 - -

(2013 - 14) - -

INDIGENOUS 2014 - 15 1,53,58,468 100

(2013 - 14) 1,94,72,276 100

2014 - 15 1,53,58,468 100

(2013 - 14) 1,94,72,276 100TOTAL

3) STORES & SPARES CONSUMED

IMPORTED 2014 - 15 2,35,430 19

(2013 - 14) - -

INDIGENOUS 2014 - 15 10,18,955 81

(2013 - 14) 6,71,450 100

2014 - 15 12,54,385 100

TOTAL (2013 - 14) 6,71,450 100

% of Total Consumption


(Amount in `)


40) Previous year’s figures have been rearranged and regrouped wherever necessary to correspond with the figures of the current year.

As per our Report of even date

For MANUBHAI & SHAH

Chartered Accounts

(FRN 106041W)

MR. KSHITIJ M. PATEL

Partner

(Membership No. 045740)

Mumbai, May 15, 2015.

For and on behalf of the Board of Directors

Mr. Tarak A. Patel Mr. Jatin V. Daisaria

(Director) (Director)

Mr. Shivakumar Aiyar

(Chief Financial Officer)

Mumbai, May 15, 2015.

Value in `



stCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2015




A. Cash Flow From Operating ActivitiesNet Profit Before Tax (4,34,75,001) 22,08,002 Add : Depreciation & amortisation expenses 1,03,44,979 37,19,550 Provision for Doubtful Debts - 12,92,079 Provision for Sales Tax Liability 56,93,377 - Interest charges 83,75,820 25,13,313 Interest Income (28,79,595) (61,02,430)Dividend Income (31,079) (39,489)Interest on Staff Loan - (27,233)Profit/(loss) on sale of Fixed assets/ Mutual fund (FY 13-14) (11,81,208) (19,91,185)Miscellaneous Adjustments 2,42,725 (6,33,518)

2,05,65,018 (12,68,913)Cash generated from Operations before working capital changes (2,29,09,983) 9,39,089 Adjustments for Working Capital :Building No. 4 Work In Process - 2,89,08,184 Karjat Work - Work in Process - 1,25,50,531 (Increase) / Decrease in Trade and Other Receivables (12,41,149) (30,32,178)(Increase) / Decrease in Inventories 1,77,11,108 (36,45,825)(Increase) / Decrease in Loans And Advances 11,11,510 22,89,687 (Increase) / Decrease in Other Current Assets (1,02,23,555) 5,98,69,515 Increase / (Decrease) in Trade Payables (50,39,212) (7,95,98,508)Increase / (Decrease) in Other Current Liabilities (5,72,024) - Increase / (Decrease) in Provisions 93,096 - Cash generated from operations (2,10,70,209) 1,82,80,494 Income Tax paid (3,20,660) - Net Cash flow from Operating Activities (2,13,90,869) 1,82,80,494

B. Cash flow from Investing ActivitiesPurchase of Fixed Assets (21,61,986) (13,54,45,910)Sale of Fixed Assets 11,81,208 - (Increase)/ Decrease in Capital WIP (9,46,642) 10,52,32,809 (Increase)/ Decrease in Investment 1,524 44,97,725 Interest on Investments (FDs with Banks) 28,24,556 67,35,946 Long Term Loans & Advances 1,70,146 - Dividend received 31,079 39,489 Proceeds from Fixed Deposits with Banks 2,21,46,428 (3,98,86,557)Net Cash generated / (used in) from Investing Activities 2,32,46,313 (5,88,26,498)

C. Cash flow from Financing ActivitiesDividend for F.Y. 2013-14 - (80,44,850)Dividend Tax - (13,05,076)Interest Paid (83,75,820) (25,13,312)Interest on Staff Loan - 27,233 Repayment of Term Loan from Bank of Maharashtra (47,38,251) 8,166,058 Short Term Borrowings 1,31,87,959 - Net Cash flow from/ (used in) Financing Activities 73,888 (36,69,947)Net Increase /(Decrease) in Cash and Cash Equivalents [A+B+C] 19,29,332 (4,42,15,951)Cash and cash equivalents at the beginning of the year 35,96,159 4,78,12,110 Cash and cash equivalents at the end of the year 55,25,491 35,96,159



(Amount in `)

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SKYLINE MILLARS LIMITEDRegistered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,

Vidyavihar (West), Mumbai - 400 086.CIN No.: L63020MH1919PLC000640 Website: www.skylinemillarsltd.com

Form No. MGT - 11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014]

CIN : L32300MH1981PLC023637

Name of the Company : Skyline Millars Limited

Registered Office : Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace,

Premier Road, Vidyavihar (West), Mumbai - 400 086.

Name of the Member(s) :

Registered address :

E-mail ID :

Folio No./DP ID-client ID : ____________________________ No. of Shares: ___________________________

I/We, _____________________________________________ being the Member(s) of _______________________

Shares of the above named company, hereby appoint.

1. Name: E-mail ID:

Address: Signature: or failing him/her

2. Name: E-mail ID:


3. Name: E-mail ID:


as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 95th

ANNUAL GENERAL MEETING of the Company, to be held held at Babasaheb Dahanukar Sabha Griha,

6th Floor, Oricon House , 12 K Dubash Marg (Rampat Row) Fort . Mumbai - 400 023, on Wednesday,

30th September, 2015 at 2.30 p.m. and at any adjournment thereof in respect of such resolutions and in

such manner as are indicated below:

FOR

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Description For Against

To receive, consider and adopt the standalone financial statements of the

Company for the financial year ended March 31, 2015.

To appoint Director in place of Mr. Ashok J. Patel (DIN 0165858), who

retires by rotation and being eligible, offers himself for re-appointment.

To appoint Director in place of Mr. Jatin V. Daisaria (DIN 00832728), who

retires by rotation and being eligible, offers himself for re-appointment.

To ratify the appointment of M/s. Manubhai & Shah., Chartered

Accountants, Ahmedabad, (Firm Registration no 106041W) as the

Statutory Auditors of the Company and to fix their remuneration.

Appointment of Mrs. Soha S. Shirke,(DIN 07131309) as a Non-

Independent Director.

Appointment of Mr. Niranjan R. Jagtap, (DIN 01237606) as a Non-

Executive Independent Director.

Resolution No.

1.

2.

3.

4.

5.

6.

Signed this ........................................................ day ............................. 2015

Signature ........................................................................

............................................ ................................................ ................................................

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

AFFIX` 1

REVENUESTAMP

Notes:

* 1) Please put a 'X' in the Box in the appropriate column against the respective resolutions. If you leave the

'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in the

manner as he/she thinks appropriate.

2. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the

Companies Act, 2013, a person can act as proxy on behalf of not more than fifty Members and holding in

aggregate not more than ten percent of the total Share Capital of the Company. Members holding more

than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who

shall not act as proxy for any other Member.

3. This form of Proxy, to be effective, should be deposited at the Registered Office of the Company at :

Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road, Vidyavihar (West), Mumbai

- 400 086 not later than FORTY-EIGHT HOURS before the commencement of the aforesaid meeting.

FOR

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LIP


Registered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,

Vidyavihar (West), Mumbai - 400 086.

CIN No- L63020MH1919PLC000640 Website: www.skylinemillarsltd.com

ATTENDANCE SLIP

NINETY FIFTH ANNUAL GENERAL MEETING

Name of the Member(s) :

Registered address :

E-mail ID :

Folio No./DP ID-client ID : _________________________________ No. of Shares: ________________________

I/We hereby record my/our presence at the 95th ANNUAL GENERAL MEETING of the Company held at

Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg (Rampat Row) Fort.

Mumbai - 400 023, on Wednesday, 30th September, 2015 at 2.30 p.m.

Note: Please complete this slip and hand it over at the entrance of the Meeting venue.

_________________________

Member's/Proxy's Signature

* Only Member who have not updated their PAN with Company / Depository Participant shall use

default PAN in the Pan field.

Note: Please read the instructions printed under the Note No. 11 to the Notice of Ninety-Fifth

Annual General Meeting dated August 6, 2015. The Voting period starts from 9.00 a.m. on

Saturday, September 26, 2015 and ends at 5.00 p.m. on Tuesday, September 29, 2015. The

voting module shall be disabled by CDSL for voting thereafter.

EVSN (Electronic Voting Sequence Number *Default PAN

skyline millars limitedskylinemillarsltd.com/wp-content/uploads/2015/09/annual_report... · members...

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