Your Directors are pleased to present the 40" Annual Report of SKIL Infrastructure Limited (hereinafter Referred to as ‘the Company' or ‘SKIL') together with the Audited Financial Statements for the year ended March 31, 2023. Financial Highlights (Standalone) The financial performance of the Company for the financial year ended March 31, 2023 is summarized below:
State of Company's Affairs
Currently, the Company is making all out efforts to ensure reduction of its debts/liabilities through various means available to it including asset monetization, settlement/one time settlement with lenders, recovery of its claims from various debtors etc. Based on the degree of success of such debt reduction efforts, the Company shall revive its business model of conceptualization and development of infrastructure projects in strategic partnerships with investors/associates etc. Future Outlook FY 2022-23 witnessed a challenging operating environment marked by geopolitical conflict in Europe resulting into disruptions in the global supply chain and an unprecedented high-inflation with food and energy crisis in Europe. In addition to that, most of the central banks world over resorted to aggressive monetary tightening measures which put the emerging economies under pressure. All these posed major challenges for India too. However, against such challenging backdrop, India remained and continues to remain as a bright spot in the global economy and making its mark at a fast pace as one of the leading economies in the world. It recently became the 5th largest economy in the world with the goal to achieve US$5 trillion Gross Domestic Product (GDP) mark. India is undergoing a very rapid social and economic transformation that is unmatched in history whereby it is moving from traditional linear value chain to a web of ecosystems. The country's strong and vast talent pool of young workforce brimming with ideas of cutting-edge technologies and tools has put India at the forefront of its digitisation journey and putting it at par with global standards. Evolving demographics such as rising affluence, large young and educated working population, urbanisation and increasing adoption of technology is rapidly changing India's economic horizon paving the way for India's sustainable and inclusive growth. In view of such conducive business environment, the Company is optimistic about its asset monetization, which, upon realization, will enable the Company to meet its legitimate liabilities and also to protect the interest of its stakeholders. Dividend In view of losses incurred by the Company, your Directors do not recommend dividend for the financial year ended March 31, 2023. Details of Subsidiaries and Associates As on March 31, 2023, the Company has two subsidiaries namely SKIL Shipyard Holdings Private Limited and SKIL Advanced Systems Private Limited. Besides the same, there are two Associate Companies as on March 31, 2023, Rosoboronservice (India) Limited and Urban Infrastructure Holdings Private Limited. As required under SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, (‘SEBI Regulations') and the applicable Accounting Standards, the Consolidated Financial Statements of the Company and its subsidiaries form part of this Annual Report. For purpose of consolidation, Un-Audited Financials of the Company's erstwhile subsidiaries namely SKIL (s'pore) Pte Ltd., Gujarat Dwarka Portwest Ltd. (GDPL) and Chiplun FTWZ Pvt. Ltd. (CFTWZ) have been considered till the period the same were the subsidiaries of the Company. However, the Financial Statements of Associate Companies were not available for consolidation.
The performance and financial position of each of the Subsidiaries is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to Financial Statements in prescribed Form AOC : and hence not repeated here for the sake of brevity. The Company has formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company at www. skilgroup.co.in and can be accessed at http://www. skilgroup.co.in/investor_pdf/Policy-on-Material-Subsidiaries. pdf. Current status of litigations against the Company As informed earlier, as per Purchase Agreement (‘PA') signed with Reliance Defence Systems Private Limited (‘RDSPL') and Reliance Infrastructure Limited (‘R-Infra') (‘Reliance Infra Group') in March, 2015, Reliance Infra Group is under an obligation to ensure release of all the securities, i.e; Corporate Guarantees, Undertakings, Pledge of shares, Personal Guarantees furnished by the Company and its Promoters to the lenders of Reliance Naval and Engineering Limited, erstwhile Reliance Defence and Engineering Limited/ Pipavav Defence and Offshore Engineering Company Limited (‘RNEL'). Reliance Infra Group, however, failed to comply with their obligation to get the said securities released/discharged by RNEL lenders. Further, as intimated earlier on account of default by RNEL and Reliance Infra Group as Promoters of RNEL towards its obligations to pay to RNEL lenders, the security trustee on behalf of the lenders of RNEL invoked the Corporate Guarantee of the Company and RNEL shares pledged by the Company and SKIL Shipyard Holdings Private Limited (‘SSHPL'), despite the Company and SSHPL, not being the Promoters of RNEL since January, 2016.The Company had filed a suit in Ahmedabad Court challenging the unjustified, wrong and illegal invocation of corporate guarantee and securities by RNEL lenders. The matter is sub-judice. The Company has also filed a Civil Appeal in the Supreme Court challenging the National Company Law Appellate Tribunal (NCLAT) order rejecting the Company's claim on RNEL as a Financial Creditor. Pursuant to invocation of the Corporate Guarantee and the Personal Guarantees by RNEL lenders, recovery proceedings against the Company have been filed which are being contested. Financial institutions have filed applications for claims amounting to Rs. 11,170.53 crores approx. in judicial fora against the Company (in respect of Corporate Guarantees provided by the Company) alleging default in respect of the said claim amount. In this regard, the Company has taken appropriate steps to defend itself in respect of these litigations and the same are sub-judice. In addition to above, some financial institutions have filed applications for claims amounting to Rs. 966.48 crores approx. in judicial fora against the Company (as the Borrower) alleging default in respect of the said claim amount. Out of this, in the matter of recovery proceedings initiated by IL&FS Financial Services Limited (IFIN) against SKIL Infrastructure Limited (Company) in Hon'ble High Court, Mumbai for recovery of their alleged outstanding dues of Rs. 314.19 crores, Hon'ble High Court, Mumbai granted conditional leave to the Company to defend its case against IFIN subject to deposit of Rs. 233.16 crores with Hon'ble High Court, Mumbai. The Company had filed Appeal against the said order with the Division Bench of Hon'ble High Court, Mumbai which has been dismissed by the Hon'ble High Court, Mumbai. However, the Company is considering the option of challenging the said dismissal of its appeal in the Hon'ble Supreme Court. In this regard, the Company had also filed criminal complaint against IFIN and others with the Economic Offences Wing (EoW), Mumbai, for wrongful recovery of its alleged dues. EoW, after carrying out investigation, registered an FIR against IFIN and others. Apart from this, the Company has taken appropriate steps to defend itself in respect of these litigations and the same are sub-judice. Amongst the claims filed against the Company as the Corporate Guarantor, one financial institution had filed application against the Company (as Corporate Guarantor) for an amount of USD 609,15,708 (approx. INR 506.27 Crores as on 21 August, 2023) in a UK court which passed an order against the Company. The Company believes that it has reasonable ground to defend itself and has taken appropriate steps with regards to process of appeal. In the matter of Stamp Duty on account of Scheme of Amalgamation & Arrangement, the Revenue Authority had initiated recovery proceedings against the Company. However, the Company is exploring suitable and appropriate legal recourse available to it to challenge the said levy of stamp duty. In the matter of an application/petition seeking to initiate Corporate Insolvency Resolution Process (CIRP) proceedings against the Company's subsidiary SKIL Shipyard Holdings Pvt. Ltd. (SSHPL) filed before the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench by IDBI Trusteeship Services Ltd. (ITSL) acting as the Debenture Trustee for and on behalf of the Debenture Holder namely Edelweiss Asset Reconstruction Company Limited (EARC) acting in its capacity as the Trustee of the EARC Trust SC 428 in whose favour the Non-Convertible Debentures (NCDs) issued by E Cap Equities Limited (the Original Debenture Holder) to SSHPL were assigned, the Hon'ble NCLT admitted the said application/petition vide its order dated 9th May, 2023 to initiate CIRP proceedings against SSHPL and appointed an Interim Resolution Professional (IRP) to carry out the resolution process and vested the management of SSHPL with the said IRP.
Invocation of Securities
During the year under review, the Company has received intimation on 2" December, 2022 from Grevek Investments & Finance Pvt Ltd. (Grevek) for its invocation of 2,46,81,804 equity shares of SKIL (s'pore) Pte. Ltd. (8SPL), 7,03,33,314 equity shares of Gujarat Dwarka Portwest Ltd. (GDPL) and 4,67,99,970 equity shares of Chiplun FTWZ Pvt. Ltd. (CFTWZ) with immediate effect against the Company's default in repayment of its dues to Grevek amounting to approx. Rs. 1,435 crs. ( includes interest & other payables ) Hence on account of said invocation, SSPL, GDPL and CFTWZ ceased to be the Subsidiaries of the Company with effect from 2 December, 2022. The Company has reduced its liability towards Grevekto the extent of the total valuation of all those invoked shares. The Company has also received a Possession Notice from IDBI Bank Ltd. informing the Company that they have taken possession of certain land parcel mortgaged in their favour by a third party for the loan availed by the Company from IDBI bank. Material Changes and Commitments No other new material changes and commitments have occurred between the end of financial year 2022-23 of the Company and the date of this report affecting the financial position of the Company. Extract of Annual Return In view of the amendments to Section 92 and Section 134 of the Act, an extract of Annual Return in the prescribed Form MGT-9 is not required to be published, if the Annual Return of the Company is placed on its website. The Company has placed the Annual Return of the Company on its websitewww.skilgroup.co.in and accordingly, the extract is not being published in Annual Report. Details of Directors The Composition of the Board is in accordance with the provisions of the Act and SEBI Regulations. Appointment of Directors on the Board is based on the recommendations of the Nomination and Remuneration Committee (‘NRC'). NRC identifies and recommends to the Board, persons of appointment on the Board, after considering the necessary and desirable competencies. NRC takes into account positive attributes like skills, knowledge, expertise and industry experience, and background with due regard for the benefits of diversifying the Board. Pursuant to the provisions of Section 152 of the Act, Mr. Bhavesh Gandhi (DIN:00030623 ) retires by rotation at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment. A brief profile of the Director proposed to be re-appointed is provided in the Exhibit to the Notice of ensuing AGM. The Board of Directors recommends the reappointment at the ensuing AGM. Further, Mr. Bhavesh Gandhi, on the recommendation of NRC and on the approval of Board has been re-appointed as the Whole time Director under the category of key Managerial personnel of the Company w.e.f. August 13,2023 for a tenure of five years subject to the approval of the shareholders at the forthcoming AGM. At the 39th AGM, Mr. Rakesh Bajaj was appointed as Independent Director, and Mr. Rakesh Mohan was re-appointed for a second term as Independent Director to hold the office commencing from February 14, 2022 and November 14, 2022 respectively for a period of 5 (five) years. At the same AGM, Ms. Priyanka Gandhi was appointed as Director under the category of Woman Director (Non Independent, Non-Executive). Key Managerial Personnel (‘KMP') In terms of provisions of Section 203 of the Act, Mr. Bhavesh Gandhi, Whole-time Director, Mr. Shekhar Gandhi, Chief Financial Officer and Mr. Nilesh Mehta, Company Secretary are the KMP of your Company. During the year, there has been no change in the KMP. Details of Remuneration Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014 is disclosed in Annual Return as well in Corporate Governance Report. Performance Evaluation In view of the provisions of the Act and SEBI Regulations regarding the performance evaluation of the Directors, Board and its Committees, the Company had devised transparent criteria for performance Evaluation after Approval by the NRC /Board of Directors on the basis of which the annual performance evaluation of the Directors, Board and its Committees has been carried out. The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Act. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, participation in discussions, etc. Performance evaluation of individual Directors was on parameters such as attendance, contribution, constructive and active participation etc. Mr. V. Ramanan, Mr. Rakesh Mohan and Mr. Nikhil Gandhi members of NRC inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. The performance of all directors was also evaluated by the NRC. The Board of Directors considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the concerned Director being evaluated and based on the evaluation process; the Board had determined to continue the term of all the Independent Directors. Directors Responsibility Statement In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Act, your Directors confirm that: a. Inthe preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates That are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit and loss of the Company for that period; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts on a going concern basis;and e. The Director shad laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. No Frauds reported by Statutory Auditor There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-section (12) of Section 143 of the Act. Declaration by the Independent Directors The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements, so as to qualify themselves as Independent Directors under the provisions of the Act and the SEBI Regulations. Independent Director's Meetings During the Financial Year 2022-23, the Independent Directors, Mr. Rakesh Mohan, Mr. V. Ramanan and Mr. Rakesh Bajaj met without the attendance of Non- Independent Directors and the members of the Management. However Company secretary of the Company was involved in coordinating the meeting as per the advice of the Independent Directors. The Independent Directors reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Number of Board Meetings During the Financial Year 2022-23, five meetings of the Board of Directors of the Company were held on May 30, 2022, August 12, 2022, (including adjourned meeting), November 11, 2022, December 3, 2022 and February 13, 2023. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. Additionally, committee meetings were held during the financial year including Audit Committee, which met five times during the year. Details of the same form partof the Corporate Governance Report annexed to this report. Further, the disclosure regarding the number of meetings of Board and Committees held during the year, indicating number of meetings attended by each director form part of the Corporate Governance Report. Audit Committee The Audit Committee comprises of Mr. V. Ramanan (Chairman), Mr. Rakesh Mohan, Mr.Rakesh Bajaj and Mr. Bhavesh Gandhi as Members and Mr. Shekhar Gandhi, CFO is Permanent Invitee. All the recommendations made by the Audit Committee were accepted by the Board. The details with respect to the meetings, terms of reference, etc. of the Audit Committee are given in details in the Report on Corporate Governance of the Company. Nomination & Remuneration Policy The Nomination and Remuneration Committee comprises of Mr. Rakesh Mohan, Mr.V.Ramanan and Mr. Nikhil Gandhi as Members. The terms of reference of the Committee are given in the Report on Corporate Governance of the Company. The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as “Annexure I”.
Corporate Social Responsibility (CSR) Policy
In compliance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee comprising of Mr. Nikhil Gandhi (Chairman), Ms. Gayathri Ramachandran and Mr V. Ramanan , members. On cessation of Ms. Gayathri Ramachandran as a Director w.e.f September 08, 2021, CSR committee didn't reconstituted. The Corporate Social Responsibility Policy (‘CSR Policy') recommended by the CSR Committee of the Directors has been approved by the Board of Directors of the Company. The CSR Policy may be accessed on the Company's website at the link: http://www .skilgroup.co.in/investor_pdf/CSR%20Policy.pdf. The statutory disclosure with respect to the CSR Committee and an Annual Report on CSR Activities is annexed to this Report asR Annexure II”. Familiarisation Programme The Directors of the Company are updated, as and when required, of their role, rights, responsibilities under applicable provisions of the Act and SEBI Regulations, nature of industry in which the Company operates, etc. The Company holds Board and Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company's Management. The Directors are also informed of the various developments in the Company through various modes of communications. The details of familiarization programs for Independent Directors of the Company are posted on the website of the Company at the link: http: /fww.skilgroup.co.infinvestor_pdf/ Familiarisation%20Programme%20for%20I:Ds. pdf Vigil Mechanism/Whistle Blower Policy The Company has implemented Vigil Mechanism/\Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at the link: http://www. skilgroup.co.in/investor_pdf\Whistle%20Blower%20Policy.pdf Risk Management Policy Pursuant to the requirement of Section 134 of the Act and SEBI Regulations, the Company has already in place a Risk Management Policy. The Company has a robust Risk Management framework to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The elements of risk as identified for the Company are set out in the Management Discussion and Analysis (‘MDA') Report forming part of the Board's Report. Statutory Auditor M/s GPS & Associates., Chartered Accountants (Registration No. 121344W) have been appointed as Statutory Auditors of the Company at the 39" AGM held on December 30, 2022 for a period of 3 years i.e. from the conclusion of 39thAGM until the conclusion of 42" AGM to be held in the calendar year 2025. In accordance with the Companies (Amendment) Act, 2017 enforced on May 07, 2018, by the Ministry of the Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM by members and same has been dispensed with. Accordingly, no such item has been considered in the 40th AGM notice. Auditor The Auditors' Reportto the Members on the Accounts of the Company for the financial year ended March 31,2023, contains qualified opinion. The details of Auditors qualification and management explanation/ views thereon are given below. Basis for Qualified Opinion (Standalone) a. Attention is drawn towards the Note No. 15.2.(vii) of the standalone financial statements in case of Reliance Commercial Finance Ltd., which company has disputed and based on that, the Company, during the year ended 31st March, 2023 has not accounted interest (excluding penal interest) of Rs. 1,988.15 lakhs on the loan taken from Reliance Commercial Finance Ltd. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified above. b. Attention is drawn towards the Note No. 15.2.(iv) & 15.2.(vi) of the standalone financial statements in case of disputed borrowings with certain lenders including IL&FS, and based on that, the Company, during the year ended March 31, 2023 has not accounted interest (excluding penal interest) of Rs. 6,520.43 lakhs. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified above. c. Attention is drawn towards the Note No. 15.2.(ii) of the standalone financial statements in case of borrowings with Yes Bank which has been assigned to J. C. Flowers Asset Reconstruction Pvt. Lid, the Company, has not accounted interest (excluding penal interest) ascertained Rs.1,444.00Lakhs. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified hereinabove. d. The impact of the penal interest, compounding interest and other charges, if any, on the borrowings mentioned in point (a) (b) & (c) above is not ascertainable by the Group due to lack of confirmation from lenders and cannot be commented upon. e. The outstanding balances in the books of Holding Company of borrowings of the following banks are subject to confirmation:
.
Interest
f. The impact relating to point
(a) to
(e) mentioned above with respect to effect of tax laws which may arise out of such accounting adjustments, if any, is not ascertainable and cannot be commented upon. Explanation where audit qualification is quantified On account of disputed loans, the Company has not booked interest on balances shown as outstanding in current borrowings. Explanation where audit qualification is not quantified
I. The impact of penal interest on the borrowings mentioned in point d above is not ascertainable by the Company due to lack of confirmation from lenders and can not be commented upon. I
I. As the Company has not received confirmations from Banks, the Management is not able to quantify the impact of the same. II
I. Management's estimation on the impact of audit qualification: Unascertainable
IV. If management is unable to estimate the impact, reasons for the same: As the Company has not received confirmation from lenders, the management is not able to quantify the impact of the same.
V. Auditor's comment on iii & iv above : Not applicable Basis for Qualified Opinion (Consolidated) Basis for Qualified Opinion
a. Attention is drawn towards the Note No. 16.2.iv of the consolidated financial statements in case of Reliance Commercial Finance Ltd. & Reliance Infrastructure Ltd., and based on that the Group, during the year ended 31st March, 2023 has not accounted interest (excluding penal interest) of Rs. 7263.25 Lakhs. Had this been accounted, the Consolidated Loss for the year and the Liabilities would have increased to the extent of the amount specified above.
b. Attention is drawn towards the Note No. 16.2. vii & 16.2.xii of the consolidated financial statements in case of disputed borrowings with certain lenders including IL&FS Financial Services Ltd., and based on that the Group, during the year ended 31st March, 2023 has not accounted interest (excluding penal interest) of Rs. 8520.43 Lakhs. Had this been accounted, the Loss for the year and the Liabilities would have increased to the extent of the amount specified above.
c. In case of outstanding loan of Yes Bank which has been assigned to
J.
C. Flowers Asset Reconstruction Pvt. Ltd, the Company, during the year ended on March 31, 2023, has not accounted interest (excluding penal interest) ascertained Rs. 1,444.00 Lakhs respectively. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified hereinabove.
d. The impact of the penal interest on the borrowings mentioned in point
(a)
(b) &
(c) above is not ascertainable by the Group due to lack of confirmation from lenders and cannot be commented upon.
e. The outstanding balances in the books of Holding Company of borrowing of the following banks are subject to confirmation:
. Name of Lender
f. The impact relating to point (a) to (e) mentioned above with respect to effect of tax laws which may arise out of such accounting adjustments, if any, is not ascertainable and cannot be commented upon. Explanation where audit qualification is quantified On account of disputed loans, the Company has not booked interest on balances shown as outstanding in current borrowings.
Explanation where audit qualification is not quantified
I. The impact of penal interest on the borrowings mentioned in point d above is not ascertainable by the Company due to lack of confirmation from lenders and can not be commented upon. II. As the Company has not received confirmations from Banks, the Management is not able to quantify the impact of the same. III. Management's estimation on the impact of audit qualification: Unascertainable IV. If management is unable to estimate the impact, reasons for the same: As the Company has not received confirmation from lenders, the management is not able to quantify the impact of the same. V. Auditor's comment on iii & iv above : Not applicable Internal Auditor M/s. RSVA & Co. the Internal Auditor of the Company for F.Y. 2022-23, have conducted the Internal Audit of the Company. M/s. SPAK
& Co., Chartered Accountants, Mumbai, have been appointed as Internal Auditors for conducting internal audit of the Company for the financial year 2023-24. The Internal Auditors independently evaluate the internal controls systems, monitor implementation of the accounting systems & procedures and statutory compliances. The Audit Committee periodically reviews the reports of the Internal Auditors. Secretarial Auditor Pursuant to Section 204 of the Act, the Board has appointed M/s.Jaisal Mohatta and Associates., Practicing Company Secretary, Mumbai, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023, is annexed to this report as "Annexure III". As specified in the said report, there has been a delay/non-filing of form/returns due to unavailability of requisite information/technical issues/ documents. The delayed shall be avoided in future. With respect to other observation, the Secretarial Audit Report is self-explanatory. Particulars of Contracts or Arrangements with Related Parties In line with the requirements of the Act and Listing Regulations, your Company has formulated a Policy on Materiality of Related Party Transactions & Dealing with Related Party Transactions which is also available on Company's website at http: /fwww.skilgroup.co .infinvestor_pdf/Policy-Related-Party-Transaction-1.pdf. The Policy intends to ensure the proper approval and reporting of transactions between the Company and its Related Parties in the best interest of the Company and its stakeholders and in compliance with the laws and regulations applicable from time to time. All Related Party Transactions during the year under review are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is sought for transactions which are of repetitive nature as well as for the normal transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. All related party transactions attracting compliance Section 188 and / or Listing Regulations are also placed before the Board for approval, as per the requirement. In terms of the ‘Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions', all Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. The disclosures on related party transactions are made in the Notes to the Financial Statements of the Company. Hence, the Company has nothing to report in Form AOC-2 and the same is not annexed. Particulars of Loan, Guarantees and Investments Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Act is given in the notes to the Financial Statements. Also, pursuant to Schedule V of the SEBI Regulations, the particulars of Loans/Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements Adequacy of Internal Financial Control with reference to the Financial Statements The Company has internal control systems, commensurate with the size, scale and complexity of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in the Company. The Company has in place adequate internal financial controls with reference to Financial Statements. The report of the Statutory Auditors states about the existence of adequate internal financial control systems and its operating effectiveness. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls. Deposits The Company has not accepted any deposits within the meaning of Section 73 of the Act read with the rules thereto, during the year under review. Sexual Harassment During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under the Companies (Accounts) Rules, 2014, for the year under review. Further, the Foreign Exchange Earnings during the year under review and the Foreign Exchange Outgo is Nil. Employees Remuneration The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as “Annexure IV”. In terms of Section 136 of the Act, the Annual Report and Financial Statements are being sent to the Members of the Company and others entitled thereto excluding the information pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Particulars in this regard, if any, will be made available for inspection by the Members at the Registered Office of the Company between 1100 hours to 1300 hours on all working days, expect Saturday, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Upon such request, the information will be made available. CEO / CFO Certificate The WTD in lieu of Chief Executive Officer and the Chief Financial Officer have issued certificate pursuant to the provisions of Regulation 17(2) read with Part B of Schedule :: of the SEBI Regulations certifying the Financial Statements for the year ended March 31, 2023. The said certificate forms part of this Report. Management Discussion and Analysis The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI Regulations forms part of this Annual Report. Corporate Governance The Company maintains high standards of Corporate Governance and adheres to the corporate governance requirements set out by the SEBI. A Report on Corporate Governance along with a certificate for compliance with conditions on Corporate Governance as stipulated in the SEBI Regulations issued by M/s. Jaisal Mohatta & Associates, Practicing Company Secretary is annexed to this Report as “Annexure V”. Code of Conduct The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Management. A confirmation from the WTD in lieu of Chief Executive Officer regarding compliance with the said Code by all the Directors and Senior Management forms part of this Annual Report. The Code of Conduct is posted on the website of the Company www. skilgroup.co.in. Listing Arrangement The Company is yet to pay annual listing fee (ALF) to NSE for the financial year 2020-21 onwards and to BSE for the financial years 2021-22 onwards due to some unavoidable circumstances and the company is hopeful to clear the said dues in the near future. In this matter, company along with its promoter received notice from NSE and BSE for the payment of ALF and on non-payment of ALF Stock Exchanges shall take appropriate action under the applicable statue. Further, the company along with its promoters had also received the Notices from the NSE and BSE for non-compliance with certain listing and/or Depository Regulations. Further as per SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 specifying standard operating procedure for imposing fines and suspension of trading in case of Non-compliant with listing and/or depository regulations. The company has yet to pay the fines imposed by the NSE and BSE and accordingly the said circular the entire shareholding of the promoter(s) in the company has been frozen. Green Initiative In view of the provision of the Act and rules framed thereunder and in support of the Green Initiative of the Ministry of Corporate Affairs, the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Members whose e-mail IDs are registered with the Company and/or the Depository Participants unless any Member has requested for a hardcopy of the same. Appreciations and Acknowledgment The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India and other regulatory authorities for their consistent support and co-operation. Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication. Your Directors are also deeply grateful to the Members for the confidence and faith that they have always placed in the Company.