TO,
THE MEMBERS
Your Directors are pleased to present their 105th Annual Report on the business and
operations of your Company along with the Audited Financial Statements for the Financial
Year ("FY") ended 31st March, 2025.
1 FINANCIALS
a. FINANCIAL RESULTS:
The Company's performance during the FY ended 31st March, 2025 as compared to the
previous FY, is summarized below:
Particular |
Year ended 31st March, 2025 |
Year ended 31st March, 2024 |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| Revenue from Operations (Net) |
213.16 |
0.00 |
| Other income |
55.48 |
46.35 |
| Total Revenue |
268.64 |
46.35 |
| Profit/Loss before finance cost, Depreciation, Exceptional items and
Taxation |
(18.18) |
(93.99) |
| Less: Finance Cost |
0.00 |
0.00 |
| Less: Depreciation &Amortization |
1.27 |
1.02 |
| Profit/(Loss) before exceptional items and Taxation |
(19.45) |
(95.01) |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit /(Loss) Before Tax |
(19.45) |
(95.01) |
| Less: Provision for earlier years |
0.00 |
0.00 |
| Less: Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss) for the year from Continuing Operation |
(19.45) |
(95.01) |
| Loss for the year from discontinuing operations |
(6.67) |
(4.35) |
| Profit/(Loss) for the year |
(26.12) |
(99.36) |
| Add: Retained Earnings at the beginning of the year. |
442.61 |
541.97 |
| Add: Realization gain on equity shares carried at FVTOCI |
0.00 |
0.00 |
| Amount available for appropriations |
416.50 |
442.61 |
| Transferred to General Reserves |
0.00 |
0.00 |
| Profit and Loss Balance Carried Forward |
416.50 |
442.61 |
b. OPERATIONS:
During the year under review your Company's Sales and Other income was Rs.268.64 Lakhs
as against Rs.46.35 Lakhs for the previous year, increase of 479.59%.
Revenue from Construction Equipment Division for the financial year ending 31st March,
2025 was Rs.1.33 Lakhs as against Rs.0.35 Lakhs for FY 2023-24. Revenue from the Real
Estate Division was Rs. 213.16 for the financial year ending 31st March, 2025 as against
Rs. NIL for F.Y 2023-24.
Your Company has incurred a pre-tax Loss from continuing operation of Rs.(19.45) Lakhs
during the financial year ending 31st March, 2025 as compared to the pre-tax loss of
Rs.(95.01) Lakhs in the previous financial year and incurred a loss from discontinuing
operation (Wada and Umreth division) of Rs.(6.67) Lakhs as compared to Rs.(4.35) Lakhs in
the previous financial year. During the year under review, the Company has incurred less
loss before tax compared to previous year due to construction of "F" Wing at
Karjat and Sale of Delhi office.
The Earning Per Share (EPS) of the Company is Rs. (0.06) as compared to Rs.(0.25) for
the previous year.
The Company is engaged in the activities relating to Real Estate business.
Your company still continues to await approval for Ghatkopar project from the Ministry
of Defence. It is now about 15 years since the time the project has been stalled and the
company is awaiting approvals. This project at Ghatkopar is the main realty development
project of SML with profit potential to drive future activities and growth. The Developer
has filed a SLP in the Supreme Court for relief in this matter and the outcome is awaited.
c. DIVIDEND:
Your Directors have not recommended any Dividend for the financial year under review.
d. TRANSFER TO RESERVES:
Your Directors do not propose to transfer any amount to its reserves for the year under
review.
2. SHARE CAPITAL
There was no change in the Share Capital of the Company during the year. The issued and
paid up share capital of the Company stands at Rs. 402,24,250 (Rupees Four Crore Two Lakhs
Twenty Four Thousand Two Hundred and Fifty only) divided into 402,24,250 (Four Crore Two
Lakhs Twenty Four Thousand Two Hundred and Fifty)Equity Shares of face value of Rs. 1
(Rupees one) each.
3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
Your Company does not have any Subsidiary, Associate or Joint Venture Company.
4. MATERIAL ORDERS OF REGULATORS / COURTS / TRIBUNALS
There are no significant and material orders were passed by any Regulators or Courts or
Tribunal which impacts the going concern status and the Company's operations in future.
5. CREDIT RATING
There were no changes in the Credit Rating of the Company as on 31st March, 2025 as
there were no borrowings in the Company.
6. AUDITORS AND AUDIT REPORTS a. STATUTORY AUDITORS:
M/s. S G D G & Associates LLP, Chartered Accountants (Firm Registration Number
W100188) was appointed as Statutory Auditors of the Company for 1st term of five
consecutive years from 1st April, 2024 till 31st March, 2029 from the conclusion of the
104th Annual General Meeting of the Company held on 26th September, 2024 till the
conclusion of the 109th Annual General Meeting of the Company to be held in the year 2029.
The Auditors Report on the financial statement of the Company for the financial year
ended 31st March, 2025, which forms part of the Annual Report of the Company, does not
contain any reservation, qualification or adverse remark.
b. SECRETARIAL AUDITORS:
In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 Mr. Prashant S. Mehta, Practicing
Company Secretary, Mumbai, was appointed as a Secretarial Auditor of the Company to
undertake the Secretarial Audit of the Company for financial year 2024-25.
Pursuant to recent amendment to Regulation 24A of SEBI (Listing Regulation and
Disclosure Requirements) Regulations, 2015, the Board of Directors at their meeting held
on 08th May, 2025 recommends the appointment of Mr. Prashant S. Mehta proprietor of M/s.
P. Mehta & Associates, Practicing Company Secretaries, Mumbai, (Firm Registration No.
S2018MH634500) (Membership no. 5814 CoP no. 17341) as Secretarial Auditors for one term of
five consecutive years commencing from 1st April, 2025 till 31st March, 2030 subject to
approval of members at the ensuing 105th Annual General Meeting of the Company.
Your Company has generally complied with the Secretarial Standards and the Secretarial
Audit Report is annexed in Form MR-3 for financial year 2024-25 as ANNEXURE 1 to this
Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
7. 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.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP") Composition:
Your Company's Board of Directors consists of Six Directors comprising (i) Two
Non-Executive & Independent Directors including the Chairman and Woman Director, (ii)
Three Non-Executive Non Independent Directors, and (iii) one Executive Director- a
Whole-time Director.
The Company has received a certificate from M/s. P Mehta & Associates, Practicing
Company Secretaries, confirming that none of the Directors on the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors of
companies by the SEBI, Ministry of Corporate Affairs, or any such other statutory
authority.
Appointment/Re-appointment of Directors:
During the year under review, based on the recommendations of the Nomination and
Remuneration Committee, your Board had re-appointed Mr. Maulik Dave as Whole-time Director
for further period of 5 years with effect from 27th May, 2024 to 26th May, 2029.
Pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions,
if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and
Qualification of Directors) Rules, 2014 and approval of Directors at their meeting held on
08th May, 2024 and approval of Members through Postal Ballot is deemed to have been
received on the last date of closure of voting i.e. Thursday, 20th June, 2024, Mr. Ashok
Pillai (DIN: 00167849) appointed as an Independent Director and Chairman of the Company to
hold office for a term of five (5) consecutive years with effect from 08th May, 2024 to
07th May, 2029.
Retirement by rotation:
In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Patel
(DIN : 00165858), Director is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment at the said meeting. The
Board recommends his re-appointment for members approval.
As per Regulation 36 of the SEBI LODR and Secretarial Standard-2 on General Meetings
issued by the Institute of Company Secretaries of India (SS-2), a brief profile and other
relevant details regarding re-appointment of Mr. Ashok Patel are contained in the Annexure
accompanying the explanatory statement to the Notice of the ensuing Annual General
Meeting.
Completion of term of Independent Directors:
Mr. Vinod Joshi (DIN: 01409387), Chairman and Independent Director and Mr. Upen Doshi
(DIN: 01471833) Independent Director, have completed the tenure of their appointment.
Accordingly, they ceased to be the Non-Executive Independent Directors of the Company with
effect from close of the business hours on 07th August, 2024.
The Board appreciated the contribution and suggestions given by them for the
development of the Company during their tenure.
INDEPENDENT DIRECTORS' DECLARATION
The Company has received declarations of Independence, pursuant to Section 149(7) of
the Companies Act, 2013 from all the Independent Directors of the Company confirming that
they meet the criteria of Independence as prescribed under Section 149(6) of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment
and Qualification of Directors) Fifth Amendment Rules, 2019 and their name have been
included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar'
(IICA).
NUMBER OF BOARD MEETINGS
The Board of Directors met 4 (Four) times during the FY 2024-25. The maximum interval
between any two Board Meetings did not exceed 120 days.
The details of the Board Meetings and the attendance of the Directors are provided in
the Corporate Governance Report.
COMMITTEES OF THE BOARD
a. Audit Committee:
During the year, the Audit Committee was re-constituted pursuant to the provisions of
Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The composition of Audit Committee
comprises of 3 members including 2 Independent Non-Executive Directors and 1 Promoter
Executive Director:
Mr. Ashok C. Pillai, Chairman
* Mrs. Diana K. Dias, Member
** Mr. Maulik H. Dave, Member
* Mr. Ashok C. Pillai appointed as Chairman with effect from 08th August, 2024.
** Mrs. Diana K. Dias appointed as member with effect from 08th May, 2024.
Note: During the year, Mr. Vinod N. Joshi ceased to be Chairman and Mr. Upen M. Doshi
ceased to be Member with effect from close of business hours on 07th August, 2024.
The other details are provided in the Corporate Governance Report.
The Board of Directors of the Company has accepted all the recommendations proposed by
the Audit Committee from time to time.
b. Stakeholders Relationship Committee:
During the year, the Stakeholder Relationship Committee was re-constituted pursuant to
the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation 2015. The composition of
Stakeholder Relationship Committee comprises of 3 members which includes 2 Independent
Non-Executive Directors and 1 Promoter Non-Independent Non-Executive Directors:
Mr. Ashok C. Pillai, Chairman
* Mrs. Diana K. Dias, Member
** Mr. Jatin V. Daisaria, Member
* Mr. Ashok C. Pillai appointed as Chairman with effect from 08th August, 2024.
** Mrs. Diana K. Dias appointed as member with effect from 08th May, 2024.
Note: During the year, Mr. Vinod N. Joshi ceased to be Chairman and Mr. Upen M. Doshi
ceased to be Member with effect from close of business hours on 07th August, 2024.
The other details are provided in the Corporate Governance Report.
c. Nomination and Remuneration Committee:
During the year, the Nomination and Remuneration Committee was re-constituted pursuant
to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. The composition of
Nomination and Remuneration Committee comprises of 3 members which includes 2 Independent
Non-Executive Directors and 1 Promoter Non-Independent Non-Executive Directors.
| Mrs. Diana K. Dias, Chairperson * |
| Mr. Ashok C. Pillai, Member ** |
| Mr. Shilpin K. Tater, Member |
* Mrs. Diana K. Dias appointed as Chairperson with effect from 08th August, 2024.
** Mr. Ashok C. Pillai appointed as member with effect from 08th August, 2024.
Note: During the year, Mr. Vinod N. Joshi ceased to be Member and Mr. Upen M. Doshi
ceased to be Chairman with effect from close of business hours on 07th August, 2024.
The other details are provided in the Corporate Governance Report.
KEY MANAGERIAL PERSONNEL
During the year under review, there were no changes in Key Managerial Personnel of the
Company.
Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company as at
the end of the financial year were:
Mr. Maulik Dave, Whole-time Director Mr. Kartikey Patwa, Chief Executive Officer Mr.
Harshal Phatak, Chief Financial Officer Mrs. Neelam Shah, Company Secretary
REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION,
INDEPENDENCE AND APPOINTMENT OF DIRECTORS
Your Company has formulated a Remuneration Policy governing the appointment and
remuneration of Directors, KMP, Senior Management and other employees.
The Company's Remuneration Policy is available on the website of the Company under:
https://www.skylinemillarsltd. com/pdf/policies/NRC%20Policy.pdf.
9. PERFORMANCE EVALUATION
In compliance with the Companies Act, 2013, and Listing Regulations, the Board of
Directors has carried out an annual evaluation of its own performance, its committees,
individual directors, Chairperson, Whole-time Director for the year under review.
The Board and Committee functioning was reviewed and evaluated on the basis of
responses from directors, committee members, whole-time director on various aspects of
composition and functioning of board and its committee.
In a separate meeting of Independent Directors held on 12th February, 2025, performance
of non-Independent Director, performance of Board as whole and performance of Chairman
were also evaluated.
The Board expressed its satisfaction with evaluation results, which reflects high
degree of engagement of Board and its committee with the Company and its management.
10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Regulation 25 of the SEBI LODR, your Company familiarizes its Independent
Directors with their roles, rights, responsibilities as well as the Company's business and
operations. Moreover, Directors are regularly updated on the business strategies and
performance, management structure and key initiatives of businesses at every Board
Meeting. The Policy on Familiarization Program adopted by the Board and details of the
same are available on the Company's website under the Investors Relations section
https://www.skylinemillarsltd.com/pdf/ policies/Familiarization%20Policy.pdf.
11. RELATED PARTY TRANSACTIONS
All the Related Party Transactions that were entered into during the financial year
were on arms' length basis and were in ordinary course of business of the Company. No
material contracts or arrangements with related parties were entered into during the year
unsder review. Accordingly, no transactions are being reported in form AOC-2 in terms of
Section 134 of the Act. All Related Party Transactions are placed before the Audit
Committee as also the Board for approval.
Related party transactions entered during the year under review are disclosed in the
notes to the Financial Statements.
In line with the provisions of the Companies Act, 2013 and the Securities and Exchange
Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015
("Listing Regulation"), the Company has formulated a Policy on Related Party
Transactions. The same has been posted on the Company's website at https://www.
skylinemillarsltd.com/pdf/policies/Policy%20on%20RPT.pdf.
12. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Pursuant to the provisions of Section 186 of the Act and Schedule V of the SEBI LODR,
particulars of loans, guarantees given and investments made by your Company during
financial year 2024-25 are given in the notes to the Financial Statements.
13. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of
employees drawing remuneration and other disclosures are mentioned in ANNEXURE 2, forms
part of this Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 with respect of
conservation of energy, technology absorption, foreign exchange earnings and outgo etc.
are furnished in ANNEXURE 3, which forms part of this Report.
15. MANAGEMENT'S DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis for the year under review, as stipulated in terms
of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section forming part of this
Report.
16. CORPORATE GOVERNANCE
The Company has complied with Corporate Governance requirements as prescribed under
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A separate section on Corporate Governance practices followed by the
Company, together with a certificate from Mr. Prashant S. Mehta, Practicing Company
Secretary (Membership no. A5814 and CoP no. 17341), forms an integral part of this report.
17. CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions of Corporate Social Responsibilities are not applicable, as the Company
does not exceeded the threshold limits prescribed under Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility) Rules, 2014.
18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
In line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has set up Complaints
Committees at its workplaces. No complaints have been received during the year 2024-25.
19. VIGIL MECHANISM
The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of
the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, framed vigil mechanism viz. "Whistle Blower Policy" for
Directors and employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to
the Chairman of the Audit Committee. The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business operations. The Whistle Blower
Policy as approved by the Board may be accessed on the Company's website at
https://www.skylinemillarsltd.com/pdf/policies/Whistle%20blower%20policy.pdf.
20. PUBLIC DEPOSITS
The Company has not accepted or renewed any deposits from public in terms of Section 73
and/or 74 of the Companies Act, 2013.
21. ANNUAL RETURN
Pursuant to Sub-Section 3(a) of Section 134 and Sub-Section (3) of Section 92 of the
Act, a copy of the Annual Return of the Company as on 31 March, 2025 is placed on the
website of the Company and the same is available on the following link:
www.skylinemillarsltd.com
22. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditors had not reported any matter under
Section 143(12) of the Act. Therefore, disclosure is not applicable in terms of Section
134(3)(ca) of the Act.
23. OTHER DISCLOSURES/REPORTING
The Board of Directors state that no disclosure or reporting is required in respect of
the following items as there were no transaction on these items during the FY under
review:
1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (Including sweat equity shares) to employees of the Company under
any scheme save and except Employee Stock Option Scheme referred to in this report.
3. There was no change in nature of the business of the Company.
4. The Directors have devised proper systems and process for complying with the
requirements of applicable Secretarial Standards issued by ICSI.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY
In terms of Section 134(3)(l) of the Companies Act, 2013 there are no material changes
and commitments which could affect the Company's financial position have occurred between
the end of the financial year of the Company and date of this report.
25. RISK MANAGEMENT
The Company has developed and implemented a Risk Management process which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by the Board and is also subject to its review from time to time.
26. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO IEPF
Pursuant to applicable provisions of the Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends
are required to be transferred by the Company to the Investors Education & Protection
Fund (IEPF) established by the Central Government, after completion of 7 (seven) years.
Further, according to the aforesaid Rules, shares in respect of which dividend has not
been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also
be transferred to the demat account created by the IEPF Authority.
There are no unclaimed/unpaid dividends pending to be transferred to IEPF authority.
The shares transferred to the IEPF Authority can be claimed by the concerned members
from the IEPF Authority after complying with the procedure prescribed under the IEPF
Rules.
27. DIRECTOR'S RESPONSIBILITY STATEMENT
a. In terms of Section 134(5) of the Act in relation to the audited Financial
Statements of the Company for the year ended 31st March, 2025, the Board of Directors
hereby confirms that:
b. in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
c. such accounting policies have been selected and applied consistently and the
Directors made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March, 2025 and of
the loss of the Company for the year ended on that date;
d. 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;
e. the Annual Accounts of the Company have been prepared on a going concern basis;
f. 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;
g. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
28. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the customers, shareholders, employees,
suppliers, bankers, business partners/associates, financial institutions and Central and
State Governments for their consistent support and encouragement to the Company.
For and on behalf of the Board of Directors |
Skyline Millars Limited |
Ashok Pillai |
Chairman |
DIN: 00167849 |
Date: 08th May, 2025 |
Place: Mumbai |
|