Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE...

57
rd 93 Annual Report 2012-2013

Transcript of Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE...

Page 1: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

Regd. Office : 24, Kurla - Kirol Road, P. B. No. 9208,Ghatkopar (West), Mumbai-400 086.

Corporate Office : Skyline Oasis Gate No. 2, 412-413, Skyline Wealthspace, Premier Road, Vidyavihar (W). Mumbai-400 086.www.skylinemillarsltd.com

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Page 2: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

SKYLINE MILLARS LIMITEDSKYLINE MILLARS LIMITED

Registered Office :24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar (West), Mumbai - 400 086.

E-mail: [email protected]: www.skylinemillarsltd.com

Plant Locations :Umreth - Ode Road, Near Railway Crossing,

Umreth-388 220, Dist. Anand (Gujarat)Tel.: (02692) 276171, 276250

Survey No. 63-64-65, Wada- Manor Road,Village: Sapne Khurd, Taluka: Wada, Dist. Thane (Maharashtra)

Corporate Office :Skyline Oasis Gate No. 2, 412-413, Skyline Wealthspace,

Premier Road, Vidyavihar (W). Mumbai-400 086.www.skylinemillarsltd.com

Regional Marketing Office :210, Pragati Tower, 26, Rajendra Place, New Delhi - 110 008.Tel.: (011) 2572 1566, 2581 4913 • Fax : (011) 2581 4913

Contents Page No.

Notice 1

Directors' Report 4

Management Discussion & Analysis 9

Corporate Governance Report 11

Independent Auditor's Report 25

Balance Sheet 28

Profit & Loss Account 29

Notes Forming Part of the Financial Statements 30

Cash Flow Statement 50

Board of Directors

Chief Operating Officer Nilesh M. Kaul

Dy. G. M. Finance & Dhawal J. VoraCompany Secretary

Bankers Bank of MaharashtraAxis Bank Limited IDBI Bank LimitedICICI Bank Limited

Auditors M/s Shah & Co.Chartered Accountants

Internal Auditors M/s Arvind & Co.Chartered Accountants

Cost Auditors M/s N. P. S. & AssociatesCost Accountants

Solicitors M/s Vigil JurisAdvocates, Solicitors & Notary

Name of the Directors Designation

Mr. Anand J. Vashi Independent Director & Chairman

Mr. Ashok J. Patel Non-Executive Director

Mr. Vinod N. Joshi Independent Director

Mr. Tarak A. Patel Non-Executive Director

Mr. Jatin V. Daisaria Non-Executive Director

Mr. Upen M. Doshi Independent Director

Mr. Shilpin K. Tater Non-Executive Director

Mr. Maulik H. Dave Non-Executive Director

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE NINETY THIRD ANNUAL GENERAL MEETING OF THE MEMBERS OF SKYLINE MILLARS LIMITED WILL BE HELD AT CLUB HOUSE, SKYLINE OASIS PREMIER ROAD, NEAR VIDYAVIHAR RAILWAY STATION, GHATKOPAR (WEST),

thMUMBAI - 400086 ON FRIDAY, 27 SEPTEMBER, 2013 AT 11.00 A.M TO TRANSACT THE FOLLOWING BUSINESS.

ORDINARY BUSINESS:st1. To consider, approve and adopt the Audited Balance Sheet as at 31 March, 2013 and the

Profit and Loss Account for the year ended on that date with the notes and schedules along with reports of the Directors and Auditors thereon.

st2. To declare Dividend on Equity Shares for the financial year ended 31 March, 2013.

3. To appoint Director in place of Mr. Vinod N. Joshi, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Director in place of Mr. Tarak A. Patel, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint Director in place of Mr. Jatin V. Daisaria, who retires by rotation and being eligible, offers himself for re-appointment.

6. To appoint Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.

For and on behalf of the Board of DirectorsSKYLINE MILLARS LIMITED

Anand J. Vashi(Chairman)

Mumbai, May 29, 2013.

Registered Office:24, Kurla-Kirol Road, P.B.No. 9208,Ghatkopar (West). Mumbai 400 086.

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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO

ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBER.

2. THE PROXIES, IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED WITH THE

COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE

COMMENCEMENT OF THE MEETING.

3. The Register of Members and Share Transfer Register shall remain closed from Monday

the September 16, 2013 to Friday the September 27, 2013 (both days inclusive).

4. The dividend of { 0.20 per Equity Share, as recommended by the Board of Directors, if rddeclared at the ensuing 93 Annual General Meeting to be held on Friday, September 27, 2013

will be paid at par within 30 days of the said date.

5. The Dividend, after declaration, will be paid to those shareholders whose names stand

on the Register of Members on September 27, 2013. The dividend in respect of shares held

in the electronic form will be paid to the beneficial owners of shares, whose names appear

in the list furnished by the Depositories for this purpose at the end of business hour on

September 13, 2013.

6. The Securities and Exchanges Board of India has made it mandatory for all Companies to use

the Bank account details furnished by the depositories for depositing dividend through

Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available.

In the absence of ECS facilities, the Company will print the Bank account details, if available,

on the payment instrument for distribution of dividend.

7. As a measure of economy, copies of the Annual Reports and Accounts will not be distributed

at the Meeting. Members are therefore, requested to bring their copies at the meeting.

8. Members are requested to produce the attendance slip, sent along with the Annual Report,

duly signed for admission to the meeting hall.

9. Members who are holding shares in identical order or names in more than one folio are

requested to write to the Company to enable the Company to consolidate their holdings in

one folio to facilitate better services.

10. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, additional information

relating to Directors recommended for re-appointment at the Annual General Meeting

appears in the Directors' Report.

11. Members desirous of obtaining any information concerning the accounts and operations of

the Company are requested to address their questions in writing to the Company Secretary

at least seven days before the date of the meeting, so that the information required may be

made available at the meeting.

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12. Members holding shares in physical form are requested to notify/send the following to the

Company's Registrar and Share Transfer Agents to facilitate better service.

a. Any change in their address / mandate / Bank details.

b. Particulars of their Bank accounts in case the same have not been sent earlier, and

c. Share certificate(s) held in multiple accounts in identical names and/ or joint accounts in

the same order of names for consolidation of such shareholdings into one account.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of

Permanent Account Number (PAN) by every participant in securities market. Members

holding shares in dematerialised form are therefore, requested to submit their PAN details

to their Depository Participants with whom they are maintaining their demat accounts.

Members holding shares in physical form can submit their PAN details to Link Intime India

Private Limited.

14. The Ministry of Corporate Affairs (MCA), Government of India, vide its circular Nos.17/2011

and 18/2011 dated April 21, 2011 and April 29, 2011 respectively, has allowed companies

to send official documents to the Members electronically as a part of its 'Green Initiative in

Corporate Governance. In line with the aforesaid circulars, the Company proposes to send

documents like the Notice governing the general meetings, financial statements, Directors'

Report, Auditors' Report etc. to the e-mail address provided by you to your depositories.

Accordingly, members are requested to register their e-mail address and changes therein

from time to time, by directly sending the relevant e-mail address alongwith the details of

name, address, Folio No. and number of shares held:

i) to Link Intime India Private Limited for shares held in physical form and;

(ii) in respect of shares held in dematerialised form, also provide DP ID / Client ID with the

above details and register the same with their respective Depository Participants.

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Directors’ Report

To the Members,

The Directors are pleased to present their ninety third annual report and the audited financial accounts for the year ended March 31, 2013.

Results

PARTICULARS F.Y. 2012-13 F.Y. 2011-12({ in lacs) ({ in lacs)

Revenue from Operation (Net) 2,510.30 2,575.15Other Income 255.49 120.33

Total Revenue 2,765.79 2,695.48

Profit before Finance costs, Depreciation, Exceptional Items and Taxation 515.82 439.64Less : Finance Costs (0.09) (2.88)Less : Depreciation and Amortisation (19.35) (14.64)

Profit before Exceptional Items and Taxation 496.36 422.12Less : Exceptional Items (8.00) 0.00

Profit Before Tax 485.36 422.12Less : Taxes (151.11) (140.76)

Profit After Tax 337.25 281.36Add : Surplus in Statement of Profit and Loss at the beginning of the year 1,853.29 1,710.43

Amount available for Appropriation 2,190.54 1,991.79

Appropriations: Proposed Dividend 80.45 80.45Taxation on Proposed Dividend 13.05 13.05

Transferred to General Reserve 45.00 45.00

Profit & Loss Balance Carried Forward 2,052.04 1,853.29

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FINANCIAL REVIEW

The unfavorable economic environment witness during the preceding years showed no signs of improvement, factors such as high inflation, rise in input costs and high interest rates continue to effect the business negatively. The GDP growth rate which had declined to 6.2% in FY 2011-12, dropped to 5% for the year under review.

Your Company's performance suffered in all business segments in such trying circumstances.

During the year under review your Company's sales and other income increased to 2,765.79 lacs as against 2,695.48 lacs of previous year, registering a marginal increase of 2.6%.

Revenue from Construction Equipment Division for the financial year was 460 lacs against 813 lacs in the previous year and revenue from the Real Estate Division was 2,050 lacs for the financial year against 1,750 lacs in the previous year.

Profit After Tax increased to 337 lacs during the year under review as compared to 281 lacs in the previous year, an increase of 20% which includes profit of 114 lacs on sale of three heavy industrial sheds along with cranes by the Company.

The Earning Per Share (EPS) of the Company is 0.84 as compared to 0.70 of the pervious year.

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DIVIDEND

Based on the performance for the year under review, the Board of Directors is pleased to recommend the payment of dividend of 0.20 per Equity Share of 1 each for the financial year ended March 31, 2013, subject to the approval of the Members. The proposed dividend will absorb a sum of 80.45 lacs and dividend distribution tax of 13.05 lacs.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

INVESTMENTS

The Company's total investments in listed equity shares, mutual funds & fixed deposits in Banks amounted to 868.64 lacs as on March 31, 2013.

MANUFACTURING DIVISION

SHIFTING OF CONSTRUCTION EQUIPMENT MANUFACTURING UNIT FROM KARAMSAD TO UMRETH.

As referred to in the Directors' Report of the previous year, the lease arrangement of the industrial plot at Karamsad, Gujarat expired on October 31, 2012. Due to non-renewal of lease, the heavy industrial sheds owned by the Company were disposed off to the highest bidder for aggregate consideration of 223 Lacs.

During the year the Company has successfully shifted its manufacturing operations of Construction Equipment (which are already on a reduced scale) from Karamsad to Umreth, District Anand. The Company has also set up a unit for manufacturing pre-cast concrete pipes at Umreth.

WADA, MAHARASHTRA

Your Company has made substantial investments in manufacturing unit at Wada to manufacture pre-cast concrete pipes of higher diameter ranging from 300mm dia to 2600 mm dia and pre-cast concrete manholes ranging from 1200 mm dia to 1500 mm dia. .

During the year under review, the aggregate capital expenditure incurred as at March 31, 2013 amounted to 1,211.26 lacs which comprises of 791.80 lacs from internal accruals and 419.46 lacs by way of Term Loan

from Bank of Maharashtra.

All machines have been installed and trial production of pre-cast concrete pipes has been successfully completed. The Company is awaiting for license from Bureau of Indian Standards (BIS) for pre-cast concrete pipes.

REAL ESTATE DIVISION

Karjat Residential Project, Maharashtra known as 'Riverside'

The Company has launched residential project in January, 2011 in Karjat (outskirts of Mumbai) with all Modern facilities mainly to cater to the middle class urban population living in and around Mumbai In the

st I Phase it is proposed to construct 160 units of 1 BHK and 2 BHK residential flats. During the year under review, construction of 58 units was completed to the extent of 85% and 51 units have been sold.

Ghatkopar Residential Project

The Company has almost completed construction of residential building (known as Building No.4) at our Ghatkopar project, except some finishing touches, which are likely to be completed by October, 2013. Since its launch, this project has received favorable response and most of the flats have been sold.

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DIRECTORS

In accordance with Section 256 of the Companies Act, 1956, Mr. Vinod N. Joshi, Mr. Tarak A. Patel and Mr. Jatin V. Daisaria retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re- appointment.

Brief profiles of the above Directors are given under the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provision of section 217 (2AA) of the Companies Act, 1956, the Directors confirm;

a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That they have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of

stthe Company at the end of the financial year and of the profit of the Company for the period 1 April, 2012 st to 31 March, 2013.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Being observant and responsible, the Company is committed to high standards of the corporate ethics, professionalism and transparency. As per Clause 49 of the Listing Agreement with the stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Statutory Auditors confirming the compliance of conditions of corporate governance under Clause 49 of the Listing Agreement is also attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report.

STATUTORY AUDITORS

M/s. Shah & Co, Chartered Accountants, retires as Statutory Auditors at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from the retiring Auditors that their appointment as Statutory Auditors, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board recommends the re-appointment of M/s. Shah & Co, Chartered Accountants, as Statutory Auditors for the financial year ending March 31, 2014.

Members are requested to consider and re-appoint M/s. Shah & Co, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending March 31, 2014.

COST AUDITORS

The Company has appointed M/s N. P. S. & Associates as Cost Accountants for conducting Cost Audit for the financial year ending March 31, 2014.

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For and on behalf of the Board of Directors

SKYLINE MILLARS LIMITED

Anand J. Vashi

(Chairman)

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Mumbai, May 29, 2013.

REPORT ON ENERGY CONSERVATION AND RESEARCH AND DEVELOPMENT ACTIVITIES

Information relating to energy conservation, foreign exchange earnings and outgo and research and development activities undertaken by the Company in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988, is given in the Annexure to the Directors' Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES

There are no employees getting remuneration exceeding the prescribed limits, under section 217 (2A) of the Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

Directors place on record their deep appreciation on the dedicated services rendered by employees at all levels and for the continued support received during the year from the shareholders, customers, suppliers and associates, banks and other government authorities.

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ANNEXURE TO THE DIRECTORS' REPORTParticulars required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

The operations of the Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy. The information required to be furnished as provided under Rule 2 of Companies Disclosure of Particulars in the Report of Board of Directors) Rules,1988, for conservation of energy in Form-A does not apply to the Company as it does not fall under the category of Industries listed in Schedule annexed to Form- A.

B. TECHNOLOGY ABSORPTION

Research and Development

1. The Company continues its efforts by internal up gradation program on Research & Development.

2. Computers are being used with latest software for design calculation in process engineering, drafting packages, etc.

3. Particulars of Imported Technology (imported during the last five years) - NOT APPLICABLE

C. FOREIGN EXCHANGE

The particulars of foreign exchange inflow and outflow are given in Note 40 of Notes to Financial Statements.

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For and on behalf of the Board of DirectorsSKYLINE MILLARS LIMITED

Anand J. Vashi(Chairman)

Mumbai, May 29, 2013.

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MANAGEMENT DISCUSSION & ANALYSIS

A. Industry Structure & Development

Indian Economy

Indian industry is growing slowly as compared to previous three years. The forecast of GDP growth is now at around 5%. Currency depreciation against US $ and fiscal deficit are factors which are affecting growth of Indian economy.

Your Company's product is primarily sold to infrastructure sector and is expected to be sluggish, which will affect construction equipment sales but the Company is focusing on value added products (mainly Pre-cast Concrete Pipes) and services to fuel the growth and to offset inflationary pressures.

B. Segment Wise Operational Performance

During the year ended March 31, 2013, revenue from the Construction Equipment Division was on a reducing trend, the sales amounted to 460 lacs as against 813 lacs in the previous year, a reduction of 44% on Y-O-Y basis. Revenue from the Real Estate Division was 2,050 lacs for the financial year 2012-13 against 1,750 lacs, an increase of 17%, in the previous year due to progressive completion of work of Building No.4 located at Ghatkopar and the project “Riverside”, Karjat.

Profit After Tax increased to 337 lacs during the year under review as compared to 281 lacs in the previous year, a increase of 20% which includes profit of 114 lacs on sale of three heavy industrial sheds owned by the Company.

The Earning Per Share (E.P.S) of the Company is 0.84 as compared to 0.70 of the pervious year.

C. Outlook, Opportunity and Threats:

Real Estate

Mumbai real estate market has stagnated during FY 2012-13 as buyers have largely kept away from the market expecting an imminent drop in prices in the near future.

However, demand is likely to remain subdued due to the prevailing uncertainty in the economy. High interest rates, weak consumer sentiments coupled with broader uncertainty relating to the economy seem to be the key reasons. Efforts are being made to increase revenue by undertaking faster execution of housing projects which could provide better profit margin.

Pre-cast Concrete Pipes

Recently commissioned unit having state-of-the-art technology at Wada for pre-cast concrete pipes and manholes will ensure that the Company can tap the tremendous opportunities lying in this segment mainly for water drainage, sewerage, culverts and irrigation purpose.

The Company is in the process of obtaining certification from Bureau of Indian Standards (BIS) which will enable the company to meet the qualification criteria of various prospective tenders.

Considering the demand supply gap and high growth aspirations provides an optimistic outlook for Wada Plant.

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D. Internal Control Systems and their adequacy

Your Company has a proper and adequate system of Internal Controls, to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposal and commercial transactions are authorised, recorded and reported correctly. The internal control 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; and maintain accounts of assets. The Audit Committee at its periodic meeting, reviews observations and recommendations contained in Internal Audit Reports, where Internal Auditors also participate.

E. Human Resources and Industrial Relations

Your Company firmly believes that motivated employees are the key for a competitive advantage. The Company has always reviewed its human resources in an integrated manner aligning all the facets of its human capital with business and organizational transformation in realizing its objectives. Your Company's employee value proposition is based on employee development, an exciting work culture, performance evaluation and empowerment. The Company has created conducive working environment with prudent knowledge management leading to enhanced skills and capabilities.

Your Company provides challenging career development opportunities and encourages innovative thinking. It monitors employees' performance to enhance individual and organizational performance. During the year under review, employees' relations remained cordial.

F. Cautionary Statement

This discussion and analysis contain forward looking statements that reflects our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in the forward looking statements as a result of many factors.

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CORPORATE GOVERNANCE REPORT FOR THE YEAR 2012-2013(As required under clause 49 of the Listing Agreement entered into with the Stock Exchanges)

CORPORATE GOVERNANCE PHILOSOPHY

The Company believes that profitability must go hand in hand with a sense of responsibility towards all stakeholders. The Company seeks to focus on enhancement of long-term value creation for all stakeholders without compromising on integrity, social obligations and legal and regulatory compliance. The Company will focus its energies and resources in creating and safeguarding of Shareholders' wealth and at the same time, protect the interests of all its stakeholders.

The Company's philosophy on Corporate Governance finds its roots in the rich legacy of ethical governance practices, many of which were in place even before they were mandated. The Company has laid a strong foundation for making Corporate Governance a way of life leading to effective control and efficient management of the organization.

The Company confirms that compliance of the Corporate Governance norms as contained in Clause 49 of the Listing Agreement with the Stock Exchange, the details of which are given herein below:

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.

WHISTLE BLOWER POLICY

The Company has also adopted a Whistle Blower Policy that provides a mechanism to enable the employees to approach the Audit Committee of the Board of Directors for reporting the instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct, which may come to their knowledge.

It basically enables the employees to report their concerns which would be looked into and if found appropriate, would be fully investigated and acted upon.

BOARD OF DIRECTORS

Presently the Board consists of a total of eight Directors, out of which three are Independent. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which they are Directors. The necessary disclosures regarding Committee positions have been made by all the Directors.

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Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Mr. Ashok J. Patel

Mr. Vinod N. Joshi

Mr. Tarak A. Patel

Mr. Jatin V. Daisaria

Mr. Upen M. Doshi

Mr. Shilpin K. Tater

Mr. Maulik H. Dave

Category No. of No. of Directorship Committee AttendanceName of Director Meetings held Meetings in other Public Position in at last

up to 31.03.2013 Attended Companies other Public A.G.MCompanies

of Directorship

4 4 Nil Nil Yes

4 3 4 Nil Yes

4 4 Nil Nil Yes

4 2 2 Nil No

4 4 Nil Nil Yes

4 4 Nil Nil Yes

4 3 Nil Nil Yes

4 3 Nil Nil Yes

During the financial year 2012-13, four Board Meetings were held on May 8, 2012, August 6, 2012, October 29, 2012 and February 6, 2013.

The maximum time gap between any two meetings is much less as compared to the mandatory requirement of not more than 4 months as per Clause 49 of the listing Agreement.

BOARD PROCEDURE

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. All material information is incorporated in the agenda to facilitate meaningful and focused discussions at the meetings. The Board has unfettered and complete access to the information from the employees of the Company.

The three Non-Executive Independent Directors are professionals with expertise and experience in general corporate management, finance, accounting and other allied fields.

Apart from drawing sitting fees, none of these Independent Directors have any other material pecuniary relationship or transactions with the Company, its Promoters and its Management, which in the judgment of the Board would affect the independence of the Directors.

Mr. Anand J. VashiChairman

Page 15: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

13rd93 ANNUAL REPORT 2012-13

COMMITTEES OF DIRECTORS

a) AUDIT COMMITTEEThe composition of the Audit Committee along with the attendance of the members of the Audit Committee is as follows;

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

to 31.03.2013 Attended

4 4

4 4

4 4

4 3

Mr. Vinod N. Joshi

Mr. Upen M. Doshi

Mr. Maulik H. Dave

Mr. Anand J.VashiChairman

During the financial year 2012-13, four Audit Committee Meetings were held on May 8, 2012, August 6, 2012, October 29, 2012 and February 6, 2013.

The Statutory Auditors and Internal Auditors are also invited to attend the meetings. The Company Secretary acts as the Secretary to the Committee.

The Audit Committee acts as a link between the Statutory and the Internal Auditors on the one side and the Board of Directors of the Company on the other side.

The broad terms of reference of the Audit Committee are as per following;

• Reviewing audit reports of statutory auditors with auditors and management.

• Reviewing financial reporting systems, internal control systems and control procedures.

• Ensuring compliance with regulatory guidelines.

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommending to the Board, the appointment, re-appointment and if required the replacement orremoval of the statutory auditors and fixation of audit fees.

• Appointment of statutory auditors and fixing their remuneration.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

• Appointment of cost auditors and fixing their remuneration.

• Reviewing with management about the adequacy of the internal control systems.

• Reviewing the finding 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.

The minutes of the Audit Committee were placed before the Board for record.

The Chairman of the Audit Committee, Mr. Anand J. Vashi was present at the previous Annual General Meeting of the Company.

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

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14 rd93 ANNUAL REPORT 2012-13

b) SHAREHOLDERS' GRIEVANCE COMMITTEE

The composition of the Shareholders' Grievance Committee along with the attendance of the members of the Shareholders' Grievance Committee is as follows;

During the financial year 2012-13, four Shareholders' Grievance Committee Meetings were held on

May 8, 2012, August 6, 2012, October 29, 2012 and February 6, 2013.

The Committee looks into redressing the investors' grievances / complaints viz. non receipt of transferred

shares, non-receipt of dividends, etc.

The Company has received 17 complaints from Shareholders / Investors which have been resolved to

the satisfaction of the complainants. None of the investors' complaints was pending unresolved as on st31 March, 2013. The detail break-up of complaints received and responded and the status thereof

stduring the financial year ended 31 March, 2013 are given below;

Nature of Complaints Received and replied during the financial year 2012-13.

Non – receipt of Share Certificate(s) lodged for transfer 3

12

Non – Receipt of Exchange Certificate 0

Dematerialisation / Rematerialisation of Shares 0

Others 2

Total 17

Non- Receipt of Dividend

The minutes of the Shareholders' Grievance Committee were placed before the Board for record.

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

to 31.03.2013 Attended

4 4

4 4

4 2

4 4

4 4

Mr. Vinod N. Joshi

Mr. Tarak A. Patel

Mr. Jatin V. Daisaria

Mr. Upen M. Doshi

Mr. Anand J. VashiChairman

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Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

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15rd93 ANNUAL REPORT 2012-13

c) REMUNERATION COMMITTEEst stTwo Remuneration Committee Meetings were held during the period 1 April, 2012 to 31 March, 2013

on the following dates ;

(i) May 8, 2012 and (ii) February 6, 2013.

The name and status of the attendance of the Meetings by the Members is as under :

The Company is not making any payments to its Directors by way of commission or otherwise except sitting fees for attending Meetings of the Board and its committees.

The details of sitting fees paid to the Directors for attending the Board / Committee Meetings of the Company during the year under review are as follows ;

Board Audit Shareholders Sub- Total No. of Meeting Committee Committee Committee Committee Sitting Shares

Sitting fees Sitting fees Sitting fees Sitting fees Sitting fees fees held

Rem.

{ { { { { {

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Name of the Director

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

to 31.03.2013 Attended

2 2

2 1

2 2

Anand J. Vashi 80,000 40,000 40,000 20,000 20,000 2,00,000 11,000

Ashok J. Patel 60,000 Nil Nil Nil Nil 60,000 7,85,230

Vinod N. Joshi 80,000 40,000 40,000 Nil 20,000 1,80,000 1,000

Tarak A. Patel 40,000 Nil 20,000 Nil Nil 60,000 73,000

Jatin V. Daisaira 80,000 Nil 40,000 20,000 20,000 1,60,000 Nil

Upen M. Doshi 80,000 40,000 40,000 Nil 20,000 1,80,000 Nil

Shilpin K. Tater 60,000 Nil Nil 10,000 Nil 70,000 Nil

Maulik H. Dave 60,000 30,000 Nil Nil Nil 90,000 9,510

(The above sitting fees doesn't include statutory taxes, which were applicable at the time of payment)

Mr. Anand J. VashiChairman

Mr. Shilpin K. Tater

Mr. Jatin V. Daisaria

Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Promoter Non-Independent Non-Executive Director

Page 18: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

16 rd93 ANNUAL REPORT 2012-13

Financial Year Date Time Venue Special Resolution(s)

th2011-12 18/09/2012 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 6 Floor, Nil Oricon House, 12 K Dubash Marg, (Rampart Row),

Fort, Mumbai 400 023.

2010-11 27/09/2011 11.00 a.m. Club House, Skyline Oasis, NilPremier Road , Near Vidyavihar Railway Station,

Ghatkopar (West), Mumbai 400 086.

th2009-10 28/09/2010 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 6 Floor, Nil Oricon House, 12 K Dubash Marg, (Rampart Row),

Fort, Mumbai 400 023.

Particulars Total No. of shares Votes in Favour % Voted Against % Invalid %Voted

Forms No. of Forms No. of Forms No. of Forms No. ofShares Shares Shares Shares

Special Resolution under 88 2,73,31,606 85 2,59,23,256 94.85 1 2,250 0.01 2 14,06,100 5.14section 17 of the Companies Act, 1956 to modify the existing Object Clause of Memorandum of Association of the Company by inserting new sub-clause (4A) in clause III of the Memorandum of Association of the Company and members consent under section 149 (2A) of the Act for commencement of any or all business set out in sub-clause (4A) in clause III of the Memorandum of Association of the Company.

No Extra Ordinary General Meeting of the Shareholders were held during the year under report.

During the Financial Year 2009-10 the Company has passed two Special resolutions under section 17 and other applicable provisions of the Companies Act, 1956 by obtaining shareholders' consent by postal ballot pursuant to section 192A of the Companies Act, 1956, read with the Companies (Passing of the resolution by Postal ballot) Rules, 2001.

The Company appointed Mr. Hemant Shetye, Partner of HS Associates, Practicing Company Secretary, as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. The Scrutinizer submitted his report to the Chairman after scrutiny of ballot forms. The Chairman of the Company declared the

thfollowing results of the Postal Ballot on Monday the 7 December, 2009 at 5.00 p.m. at the corporate office of the Company is as follows:

GENERAL SHAREHOLDERS INFORMATION

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

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17rd93 ANNUAL REPORT 2012-13

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

Bombay Stock Exchange(**)

Month High ({) Low ({)

April, 2012 5.85 4.11

May, 2012 5.44 4.19

June, 2012 4.75 3.79

July, 2012 5.40 4.41

August, 2012 5.60 4.12

September, 2012 5.50 3.78

October, 2012 6.19 4.75

November, 2012 6.12 5.06

December, 2012 6.09 4.88

January, 2013 5.99 4.60

February, 2013 5.70 3.53

March, 2013 4.57 3.61

2. The Financial year of the Company is from April to March and schedule for the financial year 2013-14 is given below;

th ndFirst quarter results (30 June) 2 week of August, 2013th Mailing of Annual Reports 4 week of August, 2013

thAnnual General Meeting 27 September, 2013thPayment of Dividend 10 October, 2013

thSecond quarter results (30 September) stThird quarter results (31 December)

Fourth quarter Results 4

nd2 week of November, 2013nd 2 week of February, 2014th Week of May, 2014

3. Date of Book Closure:

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 89.96% of the Company's share capital is in demat

stform as on 31 March, 2013.

6. Market Price Data:

th th16 September, 2013 to 27 September, 2013.

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18 rd93 ANNUAL REPORT 2012-13

7. 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 Link Intime India Private Limited at its Registered Office situated at:

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 69Email: [email protected] • www.linkintime.co.in

8. 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.

Category No. of shares held % of paid up capital

Promoters (Including persons acting in concert) 2,87,18,131 71.40

Indian Institutional Investors Nil Nil

Mutual funds & UTI Nil Nil

Banks / Financial Institutions & Insurance companies 1,000 0.00

Foreign Institutional Investors Nil Nil

General Public 1,00, 87,491 25.07

Private Corporate Bodies 13,51,263 3.36

Others 66,365 0.17

Total 4,02,24,250 100.00

9. Shareholding Pattern as on March 31, 2013 ;

No. of Equity No. of Percentage of Total No. Percentage ofShares Held. shareholders Shareholdings of Shares shares held

(Face Value of { 1/- each) % %

1 - 500 1872 38.54 6,87,730 1.71

501 - 1000 1482 30.51 13,56,859 3.37

1001 - 2000 735 15.13 12,87,542 3.20

2001 - 3000 250 5.15 6,84,871 1.70

3001 - 4000 104 2.14 3,88,862 0.97

4001 - 5000 142 2.92 6,89,136 1.71

5001 - 10000 142 2.93 11,32,231 2.82

10001 - ***** 130 2.68 3,39,97,019 84.52

Total 4,857 100.00 4,02,24,250 100.00

10. Distribution of shareholding as on March 31, 2013;

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19rd93 ANNUAL REPORT 2012-13

11. The Name & Address of the Compliance Officer;Mr. Dhawal J. Vora - Dy. G.M. Finance & Company SecretarySkyline Oasis Gate No. 2, 412-413, Skyline Wealthspace, Premier Road, Vidyavihar (W). Mumbai-400 086.Tel.: (022) 2502 7708 • Fax: (022) 2502 7705 • email: [email protected]

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

13. Disclosures:

a) Related Party Transactions

The details of all transactions with related parties ware placed before the Audit Committee and Board Meeting on quarterly basis.

b) Disclosure of Accounting Treatment

In preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

c) Code of conduct

The Company adopted the Code of Conduct for Directors and Senior Management Personnel. The code had been communicated to the Directors and Members of the Senior Management and the compliance of the same has been affirmed by them. A declaration to that effect has been enclosed in the Annual Report.

d) Non-Compliance

There was no non-compliance by Skyline Millars Limited on any matters related to capital markets during the last 3 years.

e) Whistle Blower Policy

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

f) 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 the statutory auditors 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.

g) C.O.O certificate as per clause 49 of the Listing Agreement

C.O.O have duly submitted a certificate to the Board as required under Clause 49(V) of the Listing Agreement, which is appended herewith.

h) 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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20 rd93 ANNUAL REPORT 2012-13

i) Listing FeesThe Company has already made payment of listing fees to the Stock Exchanges where it is listed incompliance with the provisions of the Listing Agreement.

j) Implementation of Code of Conduct.Skyline Millars Limited has adopted Code of Conduct for Insider Trading, which is based on the SEBI framework and is stringent than the Model code recommended under the SEBI (prohibition of Insider Regulation),1992 being enforced by the SEBI. Skyline Millars Limited follows strict guidelines in respect of insiders' stock trading and related disclosures. Periodic disclosures have been obtained from all the Directors and Designated Employees.

k) Means of Communicationst• The Company has 4,857 shareholders as on 31 March, 2013. The main channel of communication

to the shareholders is through annual report which includes interalia, the Directors' Report, the Report on Corporate Governance and audited financial results.

• The website of the Company www.skylinemillarsltd.com acts as the primary source of information regarding the operations of the Company. Quarterly financial results are being displayed on the Company's website.

• The Annual General Meeting is the principal forum for face to face communication with shareholders, where the Board responds to the specific queries of the shareholders.

• Quarterly results are approved by the Board of Directors and submitted to the Stock Exchanges in terms of the requirements of clause 41 of the Listing Agreement.

• Quarterly results are published within 48 hours after the Board Meeting in any one of the prominentEnglish publications such as the Free Press Journal and one of the prominent vernacular publications such as Navshakti (Marathi).

• No presentation was made during the year either to the Institutional Investors or to the analysts.

14. Address for correspondence :Shareholders may correspond all matters relating to transfer / dematerialisation of shares, payment of dividend and any other query relating to shares of the Company with the Registrar and Share Transfer Agents, at the address given below;

Link Intime India Private LimitedC-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 69Email: [email protected] • www.linkintime.co.in

DeclarationThe Board has laid down the code of conduct for all Board Members and Senior Management of the Company. The Board Members and Senior Management personnel have affirmed compliance with the code of conduct for and in respect of the financial year 2012-13.

For and on behalf of the Board of DirectorsSKYLINE MILLARS LIMITED

Anand J.Vashi Chairman

For and on behalf of the Board of DirectorsSKYLINE MILLARS LIMITED

Anand J.Vashi Chairman

sd/-

sd/-

Mumbai, May 29, 2013.

Mumbai, May 29, 2013.

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21rd93 ANNUAL REPORT 2012-13

Annexure - I

Disclosures regarding Re-appointment of Directors;

1) Profile of Mr. Vinod N. Joshi

2) Profile of Mr. Tarak A. Patel

3) Profile of Mr. Jatin V. Daisaria

1. Name of the Director Mr. Vinod N.Joshi

2. Date of birth 12.11.1954

3. Education qualification B. E. Mech.

4. Date of appointment on the Board 25.07.1997

5. Category of Director Non-Executive Independent Director

6. Areas of experience Management Consultant.

7. Names of other directorships in Public Limited Company Nil

8. Number of equity shares held 1,000

9. Mode Retiring by Rotation and offering for Re-appointment.

1. Name of the Director Mr. Tarak A. Patel

2. Date of birth 28.12.1975

3. Education qualification BA in Economics from the University of Rochester, USA and an MBA degree jointly conferred by Columbia Business School, London Business School and University of Hong Kong (HKU) Business School.

4. Date of appointment on the Board 29.12.2003

5. Category of Director Non-Executive Promoter Director

6. Areas of experience Industrialist

7. Names of other directorships in Public Limited Company Two

8. Number of equity shares held 73,000

9. Mode Retiring by Rotation and offering for Re-appointment.

1. Name of the Director Mr. Jatin V. Daisaria

2. Date of birth 03.05.1964

3. Education qualification B.Com

4. Date of appointment on the Board 24.04.2007

5. Category of Director Non Executive Promoter Director

6. Areas of experience Business experience of 18 years in Real Estate Development

7. Names of other directorships in Public Limited Company Nil

8. Number of shares held Nil

9. Mode Retiring by Rotation and offering for Re-appointment.

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22 rd93 ANNUAL REPORT 2012-13

Annexure - II

Compliance Certificate from the Statutory Auditors.

As required by clause 49 of the Listing Agreement, the certificate from Statutory Auditors of the Company is given as an Appendix to the report on Corporate Governance.

For and on behalf of the Board of DirectorsSKYLINE MILLARS LIMITED

Anand J. Vashi Chairman

Mumbai, May 29, 2013.

sd/-

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AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

TO THE MEMBERS OF SKYLINE MILLARS LIMITED

We have examined the compliance of conditions of Corporate Governance by SKYLINE MILLARS LIMITED for the year ended 31 March, 2013 as stipulated in clause 49 of the Listing Agreement entered into with the stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Share Registrars and reviewed by Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

FOR SHAH & CO., CHARTERED ACCOUNTANTS

FRN 109430W

ASHISH SHAHPARTNER

Membership No: 103750Mumbai, May 29, 2013.

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23rd93 ANNUAL REPORT 2012-13

For Skyline Millars Limited

Nilesh M. KaulChief Operating Officer

Mumbai, May 29, 2013.

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CERTIFICATION BY THE CHIEF OPERATING OFFICER OF THE COMPANY

I, Nilesh M Kaul (Chief Operating Officer) to the best of my knowledge and belief, hereby certify that;1. I have reviewed the Balance Sheet as at March 31, 2013, Profit and Loss Account for the financial year

ended on that date along with all its schedules, notes to financial statements as well as cash flow statements and Directors' Report for the financial year and based on my knowledge and information confirm that:a) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that may be misleading;b) 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.

2. Based on my knowledge and information, there are no transactions entered into by the Company during the financial year which are fraudulent, illegal or violative of the Company's Code of Conduct.

3. I, along with the Company's other certifying officers, accept responsibility for establishing and maintaining internal controls and have evaluated the effectiveness of internal control systems of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies.

4. The Company's other certifying officers and I am responsible for establishing and maintaining disclosure controls and procedures for the Company, and I have:a) designed such disclosure controls and procedures to ensure that material information relating to the

Company, is made known to us by others within those entities, particularly during the financial year in which this report is being prepared; and

b) evaluated the effectiveness of the Company's disclosure, controls and procedures.

5. I along with the Company's other certifying officers, have indicated to the Auditors and the Audit Committee of the Company, the following:a) significant changes in internal control during the financial year under review;b) significant changes in accounting policies during the financial year under review and that the same have

been disclosed in the notes to the financial statements; andc) instances of significant fraud of which they 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.

6. I affirm that I have not denied any personnel access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to 'whistle blowers' from unfair termination and other unfair or prejudicial employment practices; and

7. I further declare that all Board members and senior managerial personnel have affirmed compliance with the Code of Conduct for the year under review.

Page 26: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

24 rd93 ANNUAL REPORT 2012-13

FIVE YEARS FINANCIAL HIGHLIGHTS

Description 2012-13 2011-12 2010-11 2009-10 2008-09

SALES & EARNINGS

Sales & other income 2765.79 2695.48 3062.92 2363.71 1737.20

Profit Before Tax 488.36 422.12 492.29 510.20 519.65

Profit After Tax 337.25 281.37 310.29 423.50 433.24

Dividends 80.45 80.45 80.45 80.45 80.45

ASSETS

Net Fixed Assets 1577.34 850.73 539.16 189.74 208.58

Investments 28.15 28.13 28.11 26.29 26.28

Net Current assets 2941.91 3023.77 3151.73 3250.75 2902.23

REPRESENTED BY

Share Capital 402.24 402.24 402.24 402.24 402.24

Reserves 3712.64 3468.89 3281.02 3064.54 2734.85

Borrowings 419.46

Deferred Tax Liability 13.06 31.50 35.74

Total Funds 4547.40 3902.63 3719.00 3466.78 3137.09

({ in Lacs)

FUND FLOW STATEMENT 2012-2013 2011-2012

({ in Lacs) ({ in Lacs)

SOURCES OF FUNDSPROFIT AFTER TAX 337.25 281.37DEPRECIATION 19.36 14.64INCREASE/ (DECREASE) IN DEFERRED TAX LIABILITY (18.44) (4.24)

388.17 291.77

APPLICATIONINCREASE IN FIXED ASSETS 745.97 326.21INCREASE IN INVESTMENTS 0.02 0.02DECREASE IN WORKING CAPITAL (501.32) (127.96)DIVIDEND & DIVIDEND TAX 93.50 93.50

338.17 291.77

FIN

AN

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L H

IGH

LIG

HT

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25rd93 ANNUAL REPORT 2012-13

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF SKYLINE MILLARS LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of SKYLINE MILLARS LIMITED ("the Company"), which comprise stthe Balance Sheet as at 31 March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then

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

Management's Responsibility for the Financial StatementsManagement is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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 the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, 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.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the 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:

st(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March, 2013;(b) in the case of the Statement of Profit and Loss, of the "PROFIT" of the Company for the year ended on that date, and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

Report on other Legal and Regulatory Requirements1. As required by the Companies (Auditor's Report) Order, 2003("the Order") as amended, issued by the Central

Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As Required by Section 227 (3) of the Act, we report that:(a) We have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes 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 the Cash Flow Statement dealt with by this Report are in

agreement with the books of account; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the

Accounting Standards referred to in sub-section (3C) of section 211 of the Act. st(e) On the basis of the written representations received from the directors as on 31 March, 2013 taken on record by

stthe Board of Directors, none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

FOR SHAH & CO.,Chartered Accountants

FRN 109430W

ASHISH SHAHPartner

Membership No: 103750Mumbai, May 29, 2013.

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26 rd93 ANNUAL REPORT 2012-13

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT(Referred to in Para 1 under "Report on other Legal and Regulatory Requirements Section of our Report of even date)

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) As informed, there is a regular program of physical verification, which in our opinion is reasonable, having regard to the size of the Company and the nature of fixed assets. No material discrepancies have been noticed in respect of the assets physically verified during the year.

c) Fixed assets disposed of during the year were not substantial and therefore do not affect the going concern assumption.

2. a) The Stock of finished goods, stores, spares and raw materials 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 books records were not material and the same have been properly dealt with in the books of accounts.

3. a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956. Therefore the provisions of clause 4 (iii) (b) to (d) of the Companies (Auditors' Report) Order, 2003 are not applicable for the year under report.

b) The company has not taken any loans secured/unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4 (iii) (f) and (g) of the Companies (Auditors' Report) order, 2003 are not applicable for the year under report.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components and fixed assets and with regard to the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system.

5. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and having regard to the explanation that in few cases of purchase where the items are of a special nature for which no comparable quotations are available, transactions made in pursuance of contracts or arrangements entered in the register, maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have beenmade at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under. To the best of our knowledge and according to the information and explanation given to us, no order has been passed by the Company Law Board.

7. The Company has an internal audit system which in our opinion is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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27rd93 ANNUAL REPORT 2012-13

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FOR SHAH & CO.,Chartered Accountants

FRN 109430W

ASHISH SHAHPartner

Membership No: 103750

9. a) According to the information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, service tax, wealth tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts, payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears as at March 31, 2013 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of sales tax, income tax, excise duty and service tax which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year and has not incurred any cash losses in the financial year under report or in the immediately preceding financial year.

11. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions/banks. The Company has not issued any debentures.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the Company, there are no funds raised on short-term basis which have been used for long-term investment.

18. During the year under report, the Company has not made any preferential allotment of shares to any party covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. According to the information and explanation given to us, no fraud on or by the company was noticed or reported during the year.

Page 30: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

28 rd93 ANNUAL REPORT 2012-13

stBALANCE SHEET AS AT 31 MARCH, 2013

Note No. AS AT AS AT31.03.2013 31.03.2012

EQUITY AND LIABILITIES

SHAREHOLDERS' FUNDSShare Capital 2 4,02,24,250 4,02,24,250Reserves and Surplus 3 37,12,63,541 346,888,661

NON-CURRENT LIABILITIESLong-Term Borrowings 4 3,14,06,454Deferred Tax liabilities (Net) 5 13,05,962 31,49,923Other Long Term Liabilities 6 6,514,724Long Term Provisions 7 16,10,090 13,18,794

CURRENT LIABILITIESTrade Payables 8 1,56,13,773 1,52,28,157Other Current Liabilities 9 9,74,50,654 15,70,68,316Short-Term Provisions 10 21,007,883 1,82,70,892

Total 58,63,97,331 58,21,48,993

ASSETS

NON-CURRENT ASSETSFixed assetsTangible Assets 11 5,25,01,408 4,68,77,873Capital Work-In-Progress 11 10,52,32,809 3,81,94,954

15,77,34,217 8,50,72,827

Non-Current Investments 12 28,14,548 28,12,888

Long Term Loans And Advances 13 2,05,87,809 1,85,00,000Other Non-Current Assets 14 16,46,98,591 18,77,85,659

CURRENT ASSETSInventories 15 6,17,21,448 1,26,87,928Trade Receivables 16 2,70,67,598 3,74,40,189Cash and Bank Balances 17 9,24,77,530 11,87,43,982Short-term Loans and Advances 18 24,81,233 1,33,36,715Other Current Assets 19 5,68,14,357 10,57,68,805

Total 58,63,97,331 58,21,48,993

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As per our Report of even date

For SHAH & CO,Chartered AccountantsFRN 109430W

ASHISH SHAHPartnerMembership No. 103750

Mumbai, May 29, 2013.

Significant Accounting Policies 1Notes are integral part of the Financial Statements.

Jatin V. DaisariaDirector

Tarak A. PatelDirector

Nilesh M. KaulChief Operating Officer

Dhawal J. VoraDGM Finance & Company Secretary

Mumbai, May 29, 2013.

For and on behalf of the Board

Page 31: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

29rd93 ANNUAL REPORT 2012-13

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stSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2013

Year YearNote No. 2012-2013 2011-2012

INCOME

Revenue from operations (Gross) 20 25,59,48,192 26,62,11,195

Less: Excise Duty (49,17,584) (86,96,804)

Revenue from operations (Net of excise duty) 25,10,30,608 25,75,14,391

Other Income 21 2,55,48,773 1,20,33,125

Total Income 27,65,79,381 26,95,47,516

EXPENSES

Cost of Materials Consumed 22 2,99,13,394 4,07,19,709

Purchase of Stock-in-Trade 23 5,02,58,433 22,96,941

Changes in Inventories of Finished Goods, 24 (5,22,16,474) 82,95,249

Work-In-Process and Stock-in-Trade

Cost of Flats Transferred 15,98,18,989 13,99,97,247

Employee Benefits Expenses 25 1,47,69,586 1,13,97,635

Other Expenses 26 2,24,53,919 2,28,76,567

Total Expenses 22,49,97,845 22,55,83,348

EARNINGS BEFORE INTEREST, TAX, 51,581,536 43,964,167

DEPRECIATION AND AMORTISATION (EBITDA)

Depreciation and Amortization Expense 11 1,935,801 1,463,793

Finance Costs 27 9,492 2,87,910

PROFIT BEFORE EXTRAORDINARY & EXCEPTIONAL ITEMS 4,96,36,243 4,22,12,464

Extraordinary/Exceptional Items

Prior Period Items 28 8,00,398

PROFIT BEFORE TAX 4,88,35,845 4,22,12,464

Less: Tax expense

Current tax 1,69,55,000 1,45,00,000

Deferred tax (18,43,961) (4,24,107)

PROFIT AFTER TAX 3,37,24,806 2,81,36,571

Earning per share Basic and diluted 37 0.84 0.70

(Face value of Re.1 each)

(Amount in ){

As per our Report of even date

For SHAH & CO,Chartered AccountantsFRN 109430W

ASHISH SHAHPartnerMembership No. 103750

Mumbai, May 29, 2013.

Significant Accounting Policies 1Notes are integral part of the Financial Statements.

Jatin V. DaisariaDirector

Tarak A. PatelDirector

Nilesh M. KaulChief Operating Officer

Dhawal J. VoraDGM Finance & Company Secretary

Mumbai, May 29, 2013.

For and on behalf of the Board

Page 32: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

30 rd93 ANNUAL REPORT 2012-13

stNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH, 2013

1) SIGNIFICANT ACCOUNTING POLICIES

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

The financial statements have been prepared in accordance with Generally Accepted Accounting

Principles (GAAP) in India and presented under the historical cost convention on accrual basis of

accounting to comply with the accounting standards prescribed in the Companies (Accounting

Standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956. (b) Use of Estimates:

The preparation of financial statements in conformity with Generally Accepted Accounting

Principles (GAAP) in India requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of

financial statements and reported amounts of income and expenses during the period.

1.2 Summary of Significant Accounting polices(a) Revenue Recognition

Manufacturing Divisioni) Sales are exclusive of duties and taxes and after adjustment for liquidated damages.ii) Sales and Services are accounted on dispatch of goods and services rendered to customers only

when it can be reliably measured and it is reasonable to expect ultimate collection.Realty Divisioni) Sales of flats representing Book Value of Ghatkopar Project in Note 14 are accounted only

after receiving full consideration.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 20% 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.Other Incomei) Interest income is accounted on accrual basis.ii) Dividend Income is accounted for when the right to receive income is established.

(b) Lease AccountingAssets taken on operating LeaseLease rentals on assets taken on operating lease are recognized as expenses in the statement of profit

& loss on an accrual basis over the lease term.

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31rd93 ANNUAL REPORT 2012-13

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Assets given on operating LeaseThe Company has provided a factory sheds at karamsad to M/s. GMM Pfaudler Ltd on an operating

lease basis. Lease rentals are accounted on accrual basis in accorandance with the respective stlease agreement upto the period ended 31 October, 2012.

(c) Fixed Assets & Depreciationi) Fixed assets are stated at cost less accumulated depreciation. Cost includes all expenses related to

the acquisition and installation of fixed assets.ii) Depreciation has been provided on straight line method at the rates specified in Schedule XIV

of the Companies Act, 1956.iii) Assets of individual value upto { 5,000/- at 100%

(d) 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.

(e) 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.

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, 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 estimated cost or market value.Realty Division:i) Work In Progress

Construction 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 Scheme 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.

(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

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

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32 rd93 ANNUAL REPORT 2012-13

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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) TaxationIncome tax 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 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, 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.

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33rd93 ANNUAL REPORT 2012-13

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(Amount in {)

Authorised :-10,00,00,000 (Previous year 10,00,00,000) 10,00,00,000 10,00,00,000Equity of Shares of 1/- each

Issued Subscribed and Paid up :-4,02,24,250 (Previous year 4,02,24,250) 4,02,24,250 4,02,24,250Equity Shares of 1/- each

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

{

{

As at 31.03.2013 As at 31.03.2012a) Reconcilaition of number of shares No of Amount in No of Amount in

outstanding at the beginning and at Equity Shares Equity Shares the end of the year :Equity SharesAt the beginning of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250Add: Issued during the yearLess: Cancelled / Bought BackOutstanding at the end of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250

{ {

2) SHARE CAPITAL AS AT 31.03.2013 AS AT 31.03.2012

As at 31.03.2013 As at 31.03.2012

b) Details of Shareholders holding No of Percentage No of Percentagemore than 5% Equity Shares Equity Shares of Holding Equity Shares of Holding

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 46,26,770 11.50

{

c) Terms / Rights attached to Equity Shares

The Company has only one class of shares refered 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 proposed by the Board of Directors is subject to the approval of the share holders in the ensuing 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.

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34 rd93 ANNUAL REPORT 2012-13

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a) Capital ReserveAs per last Balance Sheet 27,85,361Add: Changes in the current yearClosing balance 27,85,361 27,85,361

b) Preference Shares Redemption ReserveAs per last Balance Sheet 57,37,100Add: Changes in the current yearClosing balance 57,37,100 57,37,100

c) Securities Premium AccountAs per last Balance Sheet 12,94,37,050Add: Changes in the current yearClosing balance 12,94,37,050 12,94,37,050

d) General ReserveAs per last Balance Sheet 2,36,00,000 1,91,00,000Add: Transfer from Statement of Profit and Loss 45,00,000 45,00,000Closing balance 2,81,00,000 2,36,00,000

e) Surplus in Statement of Profit and LossAs per last Balance Sheet 18,53,29,150 17,10,42,504Add: Net profit after tax transferredfrom Statement of Profit and Loss 3,37,24,806

21,90,53,956 2,81,36,571Less Appropriations:

Transfer to General Reserve 45,00,000 45,00,000Proposed Dividend 80,44,850 80,44,850Income Tax on Proposed Dividend 13,05,076

1,38,49,926 13,05,076Closing balance 20,52,04,030 18,53,29,150

37,12,63,541 34,68,88,661

AS AT AS AT

3) RESERVES AND SURPLUS 31.03.2013 31.03.2012

(Amount in ){

4) LONG-TERM BORROWINGSTerm Loan (for Wada Unit) 4,19,46,454(From Bank of Maharashtra) Utilized { 419.46 Lacs out of sanctioned amount of { 605.94 Lacs secured against mortgage of Land & Building and hypothecation of Plant & Machinery of Wada Unit and lien on Fixed Deposit of { 110.00 Lacs.Repayable in 23 quarterly instalments of { 26.35 Lacs per quarter. Rate of interest 15.20% p.a. (approx)

Less : Current maturities of Long term borrowing (refer Note No.9) 1,05,40,000 3,14,06,454

` 3,14,06,454

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35rd93 ANNUAL REPORT 2012-13

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AS AT AS AT31.03.2013 31.03.2012

(Amount in ){

5) DEFERRED TAX LIABILTIES (NET)

Deferred tax liabilitiesDifference between the Written Down Value / Capital 19,23,432 34,44,439Work in progress of fixed assets as per the books of Account and Income Tax Act, 1961

Provision for Doubtful Debts (11,028)

Deferred tax AssetsExpenses allowed for tax purpose on payment basis (6,06,442) (2,94,516)

Net deferred tax (liability) 13,05,962 31,49,923

6) OTHER LONG TERM LIABILITIES

Trade Payable 42,22,135Others 22,92,589

65,14,724

7) LONG TERM PROVISIONS

Provisions for Employees Benefits Leave Travel Assistance 57,251 Provisions for Compensated Absences 16,10,090 12,61,543

16,10,090 13,18,794

8) TRADE PAYABLES

Trade Payables (Refer Note 34 for details of dues 1,56,13,773 1,52,28,157to Micro, Small and Medium Enterprises)

1,56,13,773 1,52,28,157

9) OTHERS CURRENT LIABILITIES

Current Maturities of Long term Borrowings 1,05,40,000(Term Loan for Wada Unit - refer Note No. 4) Unclaimed Dividends 17,99,475 14,82,669Advance Against sale of Flats 7,42,86,675 13,78,24,038Statutory Dues 38,53,147 6,65,490Payable to Employees 11,90,185 10,16,314Advance Received from Debtors 15,50,200Others 42,30,973 1,60,79,805

9,74,50,654 15,70,68,316

Page 38: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

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10) SHORT TERM PROVISIONS

Proposed Dividend 80,44,850 80,44,850Provision for Income tax on Proposed Dividend 13,05,076 13,05,076Provision for Income Tax ( Net ) 1,09,85,888 78,20,921Other Provisions 4,13,022 11,00,045Provisions for Employees Benefits 2,59,047

2,10,07,883 1,82,70,892

LAND (FREE HOLD) 2,78,79,000 2,78,79,000 2,78,79,000 2,78,79,000

BUILDING & 2,33,20,420 31,29,890 1,87,90,273 76,60,037 1,03,87,866 4,54,380 94,99,527 13,42,719 63,17,318 1,29,32,554

ELE. FITTINGS

RESIDENTIAL 14,429 14,429 9,124 235 9,359 5,069 5,305

QUARTERS

PLANT & 91,78,029 1,32,75,073 6,23,830 2,18,29,272 68,74,040 8,94,551 1,34,034 76,34,557 1,41,94,714 23,03,988

MACHINERY

FURN. FIXT. 12,60,396 1,27,668 13,88,065 2,17,904 92,269 3,10,173 10,77,892 10,42,492

OFFICE EQUIPMENT 6,89,750 71,080 7,60,830 1,68,668 31,248 1,99,916 5,60,914 5,21,082

COMPUTERS 12,46,453 2,31,516 14,77,969 9,75,281 1,00,514 10,75,795 4,02,174 2,71,172

VEHICLES 42,81,960 8,86,817 18,48,999 33,19,778 23,59,680 3,62,605 14,66,834 12,55,450 20,64,327 19,22,280

TOTAL 6,78,70,437 1,77,22,044 2,12,63,102 6,43,29,379 2,09,92,564 19,35,801 1,11,00,395 1,18,27,970 5,25,01,408 4,68,77,873

CAPITAL WIP

- WADA 2,13,43,113 7,32,61,324 13,57,404 9,32,47,033 9,32,47,033 2,13,43,113

- UMRETH 1,68,51,841 14,41,679 1,82,93,520 1,68,51,841

- MUMBAI 1,19,85,776 1,19,85,776 1,19,85,776

Less:- Umreth

Capitalised in Building (14,41,679)

TOTAL Cap. WIP 3,81,94,954 8,52,47,100 1,96,50,924 10,52,32,809 10,52,32,809 3,81,94,954

GROSS TOTAL 10,60,65,391 10,29,69,144 4,09,14,026 16,95,62,188 2,09,92,564 19,35,801 1,11,00,395 1,18,27,970 15,77,34,217 8,50,72,827

PRIVIOUS YEAR 7,35,42,193 3,30,48,832 5,25,634 10,60,65,391 1,96,26,365 14,63,793 97,594 2,09,92,564 8,50,72,828

DESCRIPTION AS AT ADDITIONS DEDUCTIONS/ AS AT UPTO FOR DEDUCTIONS/ TOTAL UPTO AS ON AS ON01.04.2012 DURING ADJUSTMENTS 31.03.2013 01.04.2012 THE YEAR ADJUSTMENTS 31.03.2013 31.03.2013 31.03.2012

THE YEAR{ { { { { { { { { {

GROSS BLOCK DEPRECIATION NET BLOCK

11 FIXED ASSETS)

Page 39: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

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AS AT AS AT31.03.2013 31.03.201212) NON-CURRENT INVESTMENTS

{

{

{

{

I. UNQUOTEDNON-TRADE

A. IN GOVERNMENT SECURITIES : 6 Years National Savings Certificates of the face value of 2,000/- Deposited with Orissa State Sales Tax Authorities. 2,000 2,000

B. IN SHARES :10 Shares of The Sanskar Co-Operative Premises Society Ltd., of the Face Value 50 each, Fully Paid Up. 500 500

10 Shares of Panchamahal Development Co-Operative Society Limited of the Face Value of 100/- each, Fully Paid Up. 1,000 1,000

500 Equity Shares of Beclawat of India Ltd., of the Face Value of 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 { 10/- each, Fully Paid Up. 16,00,000 16,00,000

10 Preferance Shares of Mukand Ltd., of the Face Value of { 10 each, Fully Paid Up. 540 540

TOTAL UNQUOTED INVESTMENTS 16,54,040 16,54,040

II. QUOTED

A. IN SHARES, DEBENTURES OR BONDS :

{ each{

{

{ each{

{

{ each{ {

4,010 Equity Shares (including 1,335 Bonus Shares) of GMM Pfaudler Ltd., of the Face Value of 2/- , Fully Paid Up. Market Value 3,47,467/-(Previous Year 3,72,729/-) 5,860 5,860

100 Equity Shares of Hydrabad Industries Ltd.of the Face Value of 10/- FullyPaid Up. Market Value 37,335/- 9,700 9,700(Previous Year 32,955/-)

100 Equity Shares of Cranex Ltd., of the face Value of 10/- , Fully Paid Up.Market Value 613/- (Previous Year 929/-) 1,100 1,100

(Amount in ){

Page 40: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

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(Amount in ){

250 Equity Shares of Greaves Ltd., of the Face Value of { 2/- each, Fully Paid Up.Market Value { 15,913/- 2,600 2,600(Previous Year { 21,637/-)

264 Equity Shares of Reliance Power Ltd. 74,250 74,250(including 99 Bonus Shares) of the Face Valueof { 10/- each Fully Paid Up. Market Value { 16,249/- (Previous Year { 30,862/-)

750 Equity Shares of Coal India Ltd. 181,125 181,125of the Face Value of { 10/- each Fully Paid Up.Market Value { 2,31,863/-(Previous Year { 2,57,325/-)

40 Equity Shares of Mukand Ltd., of the Face Value of { 10/- each, Fully Paid Up.Market Value { 1,082/- 2,160 2,160(Previous Year { 1,348/-)

B. MUTUAL FUNDS

Dsp Merrill Lynch Savings 25,05,974 25,05,974

Plan Aggressive-growth 1,87,491.027

Units of the Face Value of { 10/- Market Value

{ 42,40,860/-(Previous Year { 39,49,386/-)

ICICI Prudential Liquid Plan-weekly dividend 27,739 26,079

reinvestment 234.106 Units

(Previous Year { 197.500 Units Face Value

of { 10/- Market Value { 27,739/-

(Previous Year { 26,079/-)

TOTAL QUOTED INVESTMENTS 28,10,508 28,08,848

TOTAL I + II 44,64,548 44,62,888

LESS: Diminution in the Value of Investements 16,50,000 16,50,000

TOTAL 28,14,548 28,12,888

As at 31.03.2013 As at 31.03.2012

BOOK MARKET BOOK MARKET

VALUE VALUE VALUE VALUE

AGGREGATE VALUE OF SECURITIES

Quoted Investments 28,10,508 49,19,119 28,08,848 46,67,509Unquoted Investments 16,54,040 - 16,54,040 -

44,64,548 49,19,119 44,62,888 46,67,509

Page 41: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

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16 TRADE RECEIVABLESUnsecured

)

a) Outstanding for more than six months from the duedate of paymentConsidered Good 66,44,185 1,01,69,683Considered Doubtful 33,991 6,12,267

Less: Provision for Doubtful Debts 33,991 6,12,267 (Refer Note given below)**

b) Other Debts-Considered Good 2,04,23,413 2,72,70,506

2,70,67,598 3,74,40,189

**Note

Opening: Provision for Doubtful Debts 6,12,267 Less - Bad Debts 5,94,609 Balance Provision for Doubtful Debts 17,658

Add: Current year Provision For Doubtful Debts 16,333 Closing Provision for Doubtful Debts 33,991 6,12,267

(The above includes the amount due from Associate Company) 50,000 14,25,703

13 LONG TERM LOANS AND ADVANCESUnsecured and Considered Good :

) AS AT AS AT

31.03.2013 31.03.2012

Advances Recoverable in Cash or in Kind or 1,70,25,618 1,70,00,000for value to be received subject to confirmations.

Security Deposits 35,62,191 15,00,000

2,05,87,809 1,85,00,000

15 INVENTORIES)

Raw Materials 48,00,967 79,83,921Work-In-Process 29,57,346 43,45,898Finished Goods 54,21,635 3,58,109Stock In Trade - Commercial Unit 4,85,41,500

6,17,21,448 1,26,87,928

14 OTHER NON CURRENT ASSETSUnsecured and Considered Good :

)

Advance to related party - Symphony 4,95,00,000Karjat Riverside Building - Work In Progress (Refer Note 36(b)) 4,76,52,229 5,36,35,780Transferable Development Rights 2,93,80,340 2,93,80,340Karjat Property - Plot No. 86 4,88,77,691 2,72,80,586Book Value of Ghatkopar Project 2,59,60,831 2,59,60,831Deposits 10,37,528Fixed Deposit with Banks 1,16,90,180Others 11,37,319 9,90,594

16,46,98,591 18,77,85,659

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CASH AND BANK BALANCESAS AT AS AT

17) 31.03.2013 31.03.2012

19 OTHER CURRENT ASSETS)

20) 2012-2013 2011-2012REVENUE FROM OPERATIONS

Building No. 4 Work In Progress (Refer Note 36(a)) 2,89,08,184 9,49,72,731Cenvat Credit receivable 72,38,618 10,55,305VAT Credit receivable 1,05,265 7,83,448Advance Paid to Creditors 79,42,632Others 1,26,19,656 89,57,320

5,68,14,357 10,57,68,805

a) Revenue From SalesSale of Products 4,33,04,545 8,03,81,197Sale of Flats 20,49,98,671 17,49,68,183Sale of Trading Goods 49,51,191 66,32,286

b) Revenue From ServicesErection and Service Charges 15,31,254 29,42,211

c) Other Operating RevenueSale of Scrap 11,62,531 12,87,319

25,59,48,192 26,62,11,195

A) Cash and Cash Equivalentsa) Cash on Hand 61,124 1,18,628b) Balance with Banks

Current Accounts 26,54,950 93,48,058Cash Credit Account 3,22,173 36,06,197Cheques, Drafts on hand 5,79,100 25,58,400Deposits with Banks 4,46,65,419 10,13,79,058

B) Other Bank BalancesMargin Deposit 1,47,02,281 2,50,973Unclaimed Dividend 17,99,475 14,82,669Fixed Deposit with Banks 2,76,93,007

9,24,77,530 11,87,43,982

18 SHORT TERM LOANS AND ADVANCESUnsecured and considered Good :

)

Capital Advances 95,40,630Advances to Officers / Staff 8,07,444 8,46,117Sales tax / Service Tax Receivable 15,56,128 52,468Others 1,17,661 28,97,500

24,81,233 1,33,36,715

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) 2012-2013 2011-201221 OTHER INCOME

23 PURCHASE OF STOCK-IN-TRADE)

24 CHANGES IN INVENTORIES OF FINISHED GOODS,WORK-IN-PROCESS AND STOCK IN TRADE

)

Purchase of Stock-in-trade 5,02,58,433 22,96,941

5,02,58,433 22,96,941

Stock at the beginning of the year

Finished Goods 3,58,109 32,31,936

Work-In-Process 43,45,898 97,67,320

47,04,007 1,29,99,256

Less: Stock at the end of the year

Finished Goods 54,21,635 3,58,109

Work-In-Process 29,57,346 43,45,898

Stock In Trade - Commercial Units 4,85,41,500

5,69,20,481 47,04,007

Changes in inventories of Finished Goods, (5,22,16,474) 82,95,249

Work-In-Process and Stock-in-trade

22 COST OF MATERIALS CONSUMED)

Interest Income

From Fixed Deposits 98,34,847 65,01,428

Others 3,30,610 10,42,190

Dividend Income from Non-current Investments 23,063 16,716

Rent Income 24,36,000 41,76,000

Sundry Credit Balances Written Back 56,144

Net Gain on Foreign Currency Transactions 26,586 2,96,791

Miscellaneous Income 13,83,970

Profit on sale of fixed assets 1,14,57,553

2,55,48,773 1,20,33,125

Raw Materials Consumed

Opening stock 79,83,921 1,04,50,414

Add: Purchases 2,67,30,440 3,82,53,216

Less: Closing stock 48,00,967 79,83,921

Total Cost of Materials Consumed 2,99,13,394 4,07,19,709

Page 44: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

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27 FINANCE COST)

Interest to others 9,492 2,87,910

9,492 2,87,910

28 PRIOR PERIOD ITEMS)

Prior Period ExpensesOld disallowed VAT Balances Written Off 7,83,448Repairs & Maintanance 16,950

8,00,398

29 CONTINGENT LIABILITIES AND COMMITMENTS)

AS AT AS ATParticulars 31.03.2013 31.03.2012

{ {

a) Contingent Liabilitiesi) Claims against the Company not acknowledged a

executed on Capital account and not provided for

s debts 3,14,72,636 3,14,72,636ii) Bank Guarantees given 1,74,987 7,38,216

b) CommitmentsEstimated amount of Contracts remaining to be 5,38,04,942 12,22,03,738

Salaries and Wages 1,38,65,476 98,37,421Contribution to Provident Fund and Other Funds 6,19,988 13,60,107Staff Welfare Expenses 2,84,122 2,00,107

1,47,69,586 1,13,97,635

26 OTHER EXPENSES)Consumption of Stores and Spare Parts 7,33,372 16,76,059Power and Fuel 7,28,167 12,59,551Sub-Contract & Machining Charges 32,37,789 39,65,189Freight and Forwarding 6,04,421 6,28,950Other Manufacturing Expenses 24,145 1,06,616Auditors' remuneration (Refer Note 32) 3,65,282 3,40,835Rent 7,20,000 5,40,000Repairs and Maintenance - Building 4,06,002 96,800Repairs and Maintenance - Machinery 83,052 64,936Insurance 1,36,048 2,86,005Rates and Taxes 10,36,818 34,684Legal and Professional Fees 28,83,221 22,54,705Directors' Sitting Fees 4,09,886 3,72,000Service Charges 25,92,164 29,48,242Provision for Doubtful Debts 16,333 6,12,267Other Expenses 84,77,219 76,89,728

2,24,53,919 2,28,76,567

(Amount in ){

25) 2012-2013 2011-2012EMPLOYEE BENEFITS EXPENSES

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32 AUDITORS’ REMUNERATION)2012-2013 2011-2012

Statutory audit fee 1,68,025 1,68,025Taxation matters 56,995 56,995Certification fees and other services 1,40,262 1,10,815For reimbursement of expenses 5,000

Total 3,65,282 3,40,835

(Amount in ){

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 15,00,000/- along with interest.{

34) Disclosure under the Micro, Small and Medium Enterprises Development Act, 2006 ('MSMED Act')

are provided as under for the year 2012-13, to the extent the Company has received intimation from the “Suppliers” regarding their status under the Act.(i) Principal amount due to suppliers registered under the MSMED Act and remaining unpaid as at

year end { 54,426/- (Previous year { 66,969/-). (ii) Dues to Micro and Small Enterprises have been determined to the extent such parties have

been identified on the basis of information collected by the Management. This has been relied upon by the auditors.

(iii) No provision has been made in the Accounts for interest, as no amount has been claimed from the Company under the interest on delayed payments by micro and small scale enterprises.

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 { 1,440 Lacs and 74,446 Sq. ft. saleable area.

The Company has accounted for the said amount of { 1,440 Lacs towards the upfront consideration stduring the financial year ended 31 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 bySkyline 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 31.03.2013 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.

30) (a) Sales Tax Assessments of Mumbai Division are completed upto the year 2002-03 and of Karamsad

(Gujarat) Division upto year 2007-08. The Company does not expect any liability for the pending assessments.

(b) Income Tax Assessments are completed upto the Assessment year 2009-10 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.

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B) Leave Encashment

2012-2013 2011-2012

Defined Benefit Obligation 18,69,137

Amount not recognized in the Balance Sheet

Present value of funded obligations

Fair value of plan assets

Present value of unfunded obligations 18,69,137 12,61,543

Unrecognised past service cost

Net Liability / (Asset) 18,69,137 12,61,543

Amounts in the Balance Sheet :

Liabilities 18,69,137 12,61,543

Assets

Net liability / (Asset) recognised in the Balance Sheet 18,69,137 12,61,543

35) Employee Benefits

i) Short Term employee benefits:

stThe liability towards short term employee benefits for the year ended 31 March, 2013 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

A) Gratuity

2012-2013 2011-2012

Defined Benefit Obligation 26,55,395 32,54,142

Amount not recognized in the Balance Sheet (20,19,783) (11,75,776)

Present value of funded obligations 26,55,395 42,83,260

Fair value of plan assets 46,75,178 42,83,260

Present value of unfunded obligations (11,75,776)

Unrecognised past service cost

Net Liability / (Asset) (20,19,783) (11,75,776)

(Amount in ){

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37) Earnings Per Share (EPS) 2012-2013 2011-2012

Face value per share 1/- 1/-Net profit for the year 2,81,36,571

a) Basic EPSWeighted average number of Nos. 4,02,24,250Equity Share outstanding

Basic 0.70

b) Diluted EPSWeighted average number of Nos. 4,02,24,250Equity Share outstanding

Diluted EPS 0.70

{{ 3,37,24,806

4,02,24,250

EPS { 0.84

4,02,24,250

{ 0.84

36) a) Details of Building No. 4 CAPITAL WORK IN PROGRESS

are as under up Break of major costs incurred AS AT AS AT

Particulars 31.03.2013 31.03.2012

Opening Work In Progress 9,49,72,731 14,19,15,940

Add: Expenses during the Year

Statutory Payments 4,02,155 11,31,988

Development Expenses 6,10,99,750 8,32,83,561

Less : Cost of Flats Transferred 12,75,66,452 13,13,58,758

Closing Work In Progress 2,89,08,184 9,49,72,731

b) Details of Karjat Project - CAPITAL WORK IN PROGRESS

are as under Break up of major costs incurred

Opening Work In Progress 4,56,02,992

Add: Expenses during the Year

Cost of Land

Statutory Payments

Development Expenses 1,66,71,277

Less : Cost of Flats Transferred 86,38,489

Closing Work In Progress 5,36,35,780

5,36,35,780

1,40,359

2,61,28,627

3,22,52,537

4,76,52,229

(Amount in ){

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2012-2013 2011-2012

Transactions with Related Parties Associates Associates

i) Salesa) Sales of Goods 1,73,273 64,34,378

(includes Erection & other charges)b) Sales of Fixed Assets (to M/s. 2,23,00,000

through tendering process)

ii) a) Purchase of Commercial Units from Symphony 4,54,79,500(Stock-in-Trade)

b) Purchase of Commercial Units from Symphony 92,18,000(Capital Work In Process)

iii) Purchase of Goods and Machinery 80,56,328 1,62,801(from M/s.

iv) Dividend received 11,228 5,614

v) Rent received (from M/s. 24,36,000 41,76,000

vi) Rent paid 7,20,000 7,20,000

vii) Outstanding Balance Receivable 26,28,545 5,48,36,971Payable 57,36,185 32,85,693

viii) Power & Fuel Expenses - Paid 18,27,842 27,76,707

ix) Power & Fuel Expenses - Received 36,47,189 36,49,497(from M/s.

x) Travelling Exp - Recovered 15,829

xi) Re-imbursement of Expenses - Recovered 2,74,000 2,00,000

xii) Re-imbursement of Expenses - Paid 10,226

xiii) Repair Charges Paid 8,701

xiv) Sitting Fees Paid to Non-Executive Directors 10,00,000 9,30,000

Ready Mix Concrete Ltd.

Millars Concrete Technologies Pvt. Ltd.)

GMM Pfaudler Ltd.)

GMM Pfaudler Ltd.)

38. RELATED PARTY DISCLOSURESAssociates Parties with whom transactions have been taken place during the year.

Names Nature of relation

a) GMM Pfaudler Ltd. Associateb) Millars Concrete Technologies Pvt. Ltd. Associatec) Glass Lined Equipment Co. Ltd. Associated) Skyline Residency Pvt. Ltd. Associatee) Dietrich Engg Consultant India Pvt. Ltd. Associatef

Key Management Personnel

Mr. Ashok J Patel Promoter - Non Executive DirectorMr. Tarak A. Patel Promoter - Non Executive DirectorMr. Jatin V. Daisaria Promoter - Non Executive DirectorMr. Shilpin K. Tater Promoter - Non Executive Director Mr. Maulik H. Dave Promoter - Non Executive Director Mr. Nilesh M. Kaul Chief Operating Officer

) Symphony Associateg) Ready Mix Concrete Ltd. Associate

(Amount in ){

Page 49: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

47rd93 ANNUAL REPORT 2012-13

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39) DISCLOSURE OF SEGMENT INFORMATION AS REQUIRED BY AS 17 'SEGMENT REPORTING'.

SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED st 31 MARCH, 2013.

2012-2013 2011-2012Primary Segment Information :

A. Segment Revenue

1) Construction Equipment (including Erection Charges) 4,40,49,129 8,25,46,208

3) Real Estate Development 20,49,98,671 17,49,68,183

Total Net Sales/income from operations 25,10,30,608 25,75,14,391

B. Segment Results

Profit / loss before Tax and interest for each segment

C. Capital Employed

(Segment Assets - Segment Liabilities)

1) Construction Equipment 15,96,48,000 16,96,44,552

2) Real Estate Development 26,93,51,000 22,99,68,208

TOTAL 44,28,94,000 39,96,12,760

2) Pre-Cast Pipes 19,83,808

1) Construction Equipment (1,60,67,125) (38,91,320)

2) Pre-Cast Pipes (57,63,903)

3) Real Estate Development 4,51,43,935 3,49,70,936

Total 2,33,12,907 3,10,79,616

Add: 1) Profit on Sale of Fixed Assets 1,14,57,542

2) Other Income 1,40,91,220 1,20,33,125

Total 4,88,61,669 4,31,12,741

Less: 1) Interest 9,492 2,87,910

2) Provision for Doubtful Debts 16,333 6,12,367

Profit/(Loss) before tax 4,88,35,844 4,22,12,464

Provision for Tax 1,51,11,039 1,40,75,893

Profit / (Loss) after tax 3,37,24,805 2,81,36,571

2) Pre-Cast Pipes 1,38,95,000

(Amount in ){

Page 50: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

48 rd93 ANNUAL REPORT 2012-13

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i) ANALYSIS OF RAW MATERIAL CONSUMED Value in Value in

CASTINGS 5,04,339 8,12,132

STEEL 85,96,004 1,26,23,877

OIL ENGINES & ELECTRIC MOTORS 4,48,067 20,91,955

OTHERS 2,03,64,984 2,51,91,745

TOTAL 2,99,13,394 4,07,19,709

ii) VALUE OF IMPORTED AND Value in % of Total

INDIGENOUS RAW MATERIALS CONSUMED Consumption

IMPORTED 2012-13 7,74,394 2.59

2011-12 (6,86,465) (1.69)

INDIGENOUS 2012-13 2,91,38,999 97.41

2011-12 (4,00,33,244) (98.31)

2012-13 2,99,13,394 100.00

Total 2011-12 (4,07,19,709) (100%)

iii) STORES & SPARES CONSUMED

IMPORTED 2012-13

2011-12 ( ) ( )

INDIGENOUS 2012-13 7,33,372 100.00

2011-12 (16,76,059) (100.00)

2012-13 7,33,372 100.00

Total 2011-12 (16,76,059) (100.00)

2012-2013 2011-2012

iv) VALUE OF IMPORTS ON C.I.F BASIS Value in Value in

RAW MATERIALS 6,62,239 5,40,014

(Including Components)

v) (A) EARNINGS IN FOREIGN EXCHANGE

FOB VALUE OF EXPORT 9,19,296 3,40,443

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40) ADDITIONAL INFORMATION 2012-2013 2011-2012

(Amount in ){

Page 51: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

49rd93 ANNUAL REPORT 2012-13

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41) 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 SHAH & CO,Chartered AccountantsFRN 109430W

ASHISH SHAHPartnerMembership No. 103750

Mumbai, May 29, 2013.

Jatin V. DaisariaDirector

Tarak A. PatelDirector

Nilesh M. KaulChief Operating Officer

Dhawal J. VoraDGM Finance & Company Secretary

Mumbai, May 29, 2013.

For and on behalf of the Board

Page 52: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

50 rd93 ANNUAL REPORT 2012-13

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stCASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2013

2012-2013 2011-2012A. Cash Flow From Operating Activities

Net Profit before tax 4,88,35,845 4,22,12,464 Add Back:

Depreciation charges 1,935,801 14,63,793 Provision for Doubtful Debts 16,333 6,12,267 Exchange Gain (26,586) (2,75,968)Interest charges 9,492 2,87,910 Provision for Leave Encashment 1,87,854 Dividend Income (23,063) (16,716)Interest on Staff Loan (66,530) (37,013)Profit/(loss) on sale of fixed assets (1,14,35,388) Miscellaneous Adjustments 48,557

Operating Profit before working capital changes 3,92,45,904 4,44,83,149 Adjustments for:Building No. 4 Work In Process 6,60,64,547 4,69,43,209 Karjat Work - Work in Process 59,83,551 (80,32,788)Trade and Other receivables 1,03,72,591 (69,18,231)Inventories (4,90,33,520) 1,07,61,742 Loans And Advances 87,67,673 (1,22,78,818)Other Current Assets (6,582) (5,18,04,831)Trade and other Payables (6,74,48,781) 2,84,47,752

Cash generated from operations 1,39,45,382 5,16,01,185 Income Tax paid (97,25,000) (49,00,001)

Net Cash flow from Operating Activities 42,20,382 4,67,01,184

B. Cash flow from Investing ActivitiesPurchase of Fixed Assets (13,27,661) (30,05,676)Sale of Fixed Assets 2,15,98,095Increase in Capital WIP (8,34,32,238) (3,00,43,155)Increase in Investment (1,660) Dividend received 23,063 16,716

Net Cash Flow from Investing Activities (6,31,40,400) (3,30,32,115)

C. Cash flow from Financing ActivitiesDividend for F.Y.2010-11 (80,44,850)Dividend for F.Y.2011-12 (80,44,850)Dividend Tax (13,05,076) (13,36,150)Interest paid (9,492) (2,87,910)Interest on Staff Loan 66,530 37,013 Loan from Bank of Maharashtra (for Wada Unit) 4,19,46,454

Net Cash flow from Financing Activities 3,26,53,566 (96,31,897)Net Increase / (Decrease) in Cash and Cash Equivalent (2,62,66,452) 40,37,171 Cash and Cash Equivalent as at 01.04.2012 11,87,43,982 11,47,06,811 Cash and Cash Equivalent as at 31.03.2013 9,24,77,530 11,87,43,982

As per our Report of even date

For SHAH & CO,Chartered AccountantsFRN 109430W

ASHISH SHAHPartnerMembership No. 103750

Mumbai, May 29, 2013.

(Amount in ){

Jatin V. DaisariaDirector

Tarak A. PatelDirector

Nilesh M. KaulChief Operating Officer

Dhawal J. VoraDGM Finance & Company Secretary

Mumbai, May 29, 2013.

For and on behalf of the Board

Page 53: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

51rd93 ANNUAL REPORT 2012-13

SKYLINE MILLARS LIMITED

Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.

ATTENDANCE SLIPrd th93 ANNUAL GENERAL MEETING - 27 SEPTEMBER, 2013 at 11.00 A.M.

FOLIO NO. .............................

I Certify that I am a Registered Shareholder / proxy for the registered shareholder of the Company.rdI hereby record my presence at the 93 ANNUAL GENERAL MEETING of the Company at

th, on Friday, 27 September, 2013 at 11.00 a.m.

Member's / Proxy's name in BLOCK Letters Member's / Proxy's Signature

Note : Please fill this attendance Slip and hand it over at the ENTRANCE OF THE HALL.

Club House, Skyline Oasis

Premier Road, Near Vidyavihar Railway Station, Ghatkopar (west), Mumbai - 400 086

SKYLINE MILLARS LIMITED

Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.

FORM OF PROXY

I/We .....................................................................................................................................................................

of ....................................................... in the district of ............................................................................ being a Member / Members of the above named Company hereby appoint ..................................................................

of ............................................... in the district of .............................................................................. or failing

him ........................................... of ........................................... in the district of ................................... as my/rdour Proxy to vote for me/us on my/our behalf at the 93 ANNUAL GENERAL MEETING of the Company to be held at

, on thFriday, 27 September, 2013 at 11.00 a.m. at any adjournment thereof.

Signed this ...................................... day .............................. 2013

Signatue ........................................................

Reg. Folio No........................

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

NOTE : THIS FORM IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED COMPLETED AND SIGNED AND MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE TIME FIXED FOR THE MEETING.

(TEAR HERE) (TEAR HERE)

AFFIX{ 1

REVENUESTAMP

Form

o

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roxy

Page 54: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

rd93 ANNUAL REPORT 2012-13

Page 55: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

SKYLINE MILLARS LIMITEDSKYLINE MILLARS LIMITED

Registered Office :24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar (West), Mumbai - 400 086.

E-mail: [email protected]: www.skylinemillarsltd.com

Plant Locations :Umreth - Ode Road, Near Railway Crossing,

Umreth-388 220, Dist. Anand (Gujarat)Tel.: (02692) 276171, 276250

Survey No. 63-64-65, Wada- Manor Road,Village: Sapne Khurd, Taluka: Wada, Dist. Thane (Maharashtra)

Corporate Office :Skyline Oasis Gate No. 2, 412-413, Skyline Wealthspace,

Premier Road, Vidyavihar (W). Mumbai-400 086.www.skylinemillarsltd.com

Regional Marketing Office :210, Pragati Tower, 26, Rajendra Place, New Delhi - 110 008.Tel.: (011) 2572 1566, 2581 4913 • Fax : (011) 2581 4913

Contents Page No.

Notice 1

Directors' Report 4

Management Discussion & Analysis 9

Corporate Governance Report 11

Independent Auditor's Report 25

Balance Sheet 28

Profit & Loss Account 29

Notes Forming Part of the Financial Statements 30

Cash Flow Statement 50

Board of Directors

Chief Operating Officer Nilesh M. Kaul

Dy. G. M. Finance & Dhawal J. VoraCompany Secretary

Bankers Bank of MaharashtraAxis Bank Limited IDBI Bank LimitedICICI Bank Limited

Auditors M/s Shah & Co.Chartered Accountants

Internal Auditors M/s Arvind & Co.Chartered Accountants

Cost Auditors M/s N. P. S. & AssociatesCost Accountants

Solicitors M/s Vigil JurisAdvocates, Solicitors & Notary

Name of the Directors Designation

Mr. Anand J. Vashi Independent Director & Chairman

Mr. Ashok J. Patel Non-Executive Director

Mr. Vinod N. Joshi Independent Director

Mr. Tarak A. Patel Non-Executive Director

Mr. Jatin V. Daisaria Non-Executive Director

Mr. Upen M. Doshi Independent Director

Mr. Shilpin K. Tater Non-Executive Director

Mr. Maulik H. Dave Non-Executive Director

Page 56: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar

Regd. Office : 24, Kurla - Kirol Road, P. B. No. 9208,Ghatkopar (West), Mumbai-400 086.

Corporate Office : Skyline Oasis Gate No. 2, 412-413, Skyline Wealthspace, Premier Road, Vidyavihar (W). Mumbai-400 086.www.skylinemillarsltd.com

rd93 Annual Report

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Page 57: Skyline Millars Annual Report 93 Year - Bombay Stock …€¦ · SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED Registered Office : 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar