Sky Line Millars 2015

SKYLINE MILLARS LIMITED
CONTENTS Page No.
Notice 1
Directors' Report 10
Management Discussion & Analysis 18
Secretarial Audit Report 22
Corporate Governance Report 38
Independent Auditors' Report 55
Balance Sheet 59
Profit & Loss Account 60
Notes to Accounts 61
Cash Flow Statement 86
Form of Proxy 87
Attendance Slip 89
95th ANNUAL REPORT 2014-15

NOTICE
NOTICE IS HEREBY GIVEN THAT THE NINETY FIFTH ANNUAL GENERAL MEETING OF THE
MEMBERS OF SKYLINE MILLARS LIMITED WILL BE HELD AT BABASAHEB DAHANUKUR SABHA
GRIHA , 6Th FLOOR , ORICON HOUSE , 12 K. DUBHASH MARG ( RAMPART ROW) , F0RT,
MUMBAI - 400 023 ON WEDNESDAY, THE 30th SEPTEMBER, 2015 AT 2.30 P.M. TO TRANSACT THE
FOLLOWING BUSINESS.
ORDINARY BUSINESS:
1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st
March, 2015 and the Reports of the Board of Directors and the Auditors thereon.
2. To appoint Director in place of Mr. Ashok J. Patel (DIN : 0165858), who retires by rotation and being eligible,
offers himself for re-appointment.
3. To appoint Director in place of Mr. Jatin V. Daisaria (DIN : 00832728), who retires by rotation and being
eligible, offers himself for re-appointment.
4. To appoint Statutory Auditors and in this regard to consider and, if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary Resolution.
NOTICE
"RESOLVED THAT in furtherance to the resolution passed in the Ninety Fourth Annual General Meeting held
on September 24, 2014 appointing M/s. Manubhai & Shah., Chartered Accountants (Firm Registration
Number 106041W) as the Statutory Auditors to hold office from the conclusion of the Ninety Fourth Annual
General Meeting until the conclusion of the Ninety Ninth Annual General Meeting and in terms of the
provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and relevant
rules made thereunder, the members of the Company be and hereby ratify their appointment as the Statutory
Auditors from the conclusion of this Annual General Meeting until the conclusion of the Ninety Sixth Annual
General Meeting at such remuneration as may be recommended by the Audit Committee of the Board of
Directors and finalized by the Board of Directors in consultation with the Statutory Auditors"
SPECIAL BUSINESS:
5. Appointment of Mrs. Soha S. Shirke (DIN: 07131309) as a Non-Independent Director of the Company.
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution.
"RESOLVED THAT Mrs. Soha S. Shirke,(DIN: 07131309) who was appointed as an Additional Director of the
Company with effect from 26th March, 2015 in terms of Section 161 of the Companies Act, 2013 and who
holds office up to the date of this Annual General Meeting, and in respect of whom the Company has received
a notice in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit, proposing her
candidature for the office of a Director, be and is hereby appointed as a Non-Independent Director of the
company liable to retire by rotation."
6. Appointment of Mr. Niranjan R. Jagtap (DIN: 01237606) as a Non-Executive Independent Director of the
Company.
1 95th ANNUAL REPORT 2014-15

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution.
"RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other
applicable provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and Clause 49 of the Listing Agreement, Mr. Niranjan R. Jagtap (DIN: 01237606), who
qualifies for being appointed as a Non-Executive Independent Director and in respect of whom the Company
has received a notice in writing, under Section 160 of the Companies Act, 2013 along with requisite deposit,
proposing candidature of Mr. Niranjan R. Jagtap, for the office of Director, be and is hereby appointed as a
Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold office for 5
(five) consecutive years for a term up to September 29, 2020."
By order of the Board of Directors

sd/-
Ganesh R. Nalawade
(Company Secretary)
NOTES:
NOTICE
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE ON POLL ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
Pursuant to Section 105 of the Companies Act, 2013, a person can act as a Proxy on behalf of not more than
fifty members holding in aggregate, not more than ten percent of the total share capital of the Company.
Members holding more than ten percent of the total share capital of the Company may appoint a single person
as Proxy, who shall not act as a Proxy for any other Member. The instrument of Proxy, in order to be effective,
should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48
hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted
on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as
applicable.
2. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business
to be transacted at the Annual General Meeting is annexed hereto.
3. The Register of Members and Share Transfer Register shall remain closed from Thursday the 24t h September,
2015 to Wednesday the 30th September 2015 (both days inclusive).
4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there
under, companies can serve Annual Reports and other communications through electronic mode to those
Members who have registered their email address either with the Company or with the Depository
Participant(s). Members who have not registered their email address with the Company can now register the
same by submitting a duly filled-in 'E-communication Registration Form' available on the website of the
Company www.skylinemillarsltd.com to M/s Link Intime India Pvt. Ltd or Investor Service Department of the
Company. Members holding shares in demat form are requested to register their email address with their
Depository Participant(s) only. Members of the Company who have registered their email address are also
entitled to receive such communication in physical form, upon request.
95th ANNUAL REPORT 2014-15 2

5. The business set out in the Notice will be transacted through remote electronic voting system and the
Company is providing facility for voting by electronic means. Instructions and other information relating to
remote e-voting are given in this Notice under Note No. 11. The Company will also send communication
relating to remote e-voting which inter alia would contain details about User ID and password along with a
copy of this Notice to the members, separately.
6. Members holding shares in demat form are hereby informed that bank particulars registered with their
respective Depository Participants, with whom they maintain their demat accounts, will be used by the
Company for the payment of dividend if any. The Company or its Registrar cannot act on any request received
directly from the Members holding shares in demat form for any change of bank particulars. Such changes are
to be intimated only to the Depository Participants of the Members. Members holding shares in demat form
are requested to intimate any change in their address and / or bank mandate immediately to their Depository
Participants.
7. The Notice of AGM, Annual Report and Attendance Slip are being sent in electronic mode to Members whose
email address are registered with the Company or the Depository Participant(s), unless the Members have
registered their request for the hard copy of the same. Physical copy of the Notice of AGM, Annual Report and
Attendance Slip are being sent to those Members who have not registered their email address with the
Company or Depository Participant(s). Members who have received the Notice of AGM, Annual Report and
Attendance Slip in electronic mode are requested to print the Attendance Slip and submit a duly filled in
Attendance Slip at the Registration Counter at the AGM.
NOTICE
8. The members holding the shares in physical form can avail of the nomination facility in terms of Section 72 of
the Companies Act, 2013, by furnishing Form SH. 13 (in duplicate) to the Company or the Registrar and
Transfer Agent of the Company. The nomination form can be downloaded from the Company's website
www.skylinemillarsltd.com under the section 'Investor Relations'. In case of shares held in dematerialized
form, a nomination form will have to be lodged by the members with their DPs.
9. In terms of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel (DIN: 0165858) and Mr. Jatin V.
Daisaria (DIN:00832728) Directors, retire by rotation at the Meeting and being eligible, offer them for
reappointment.
The Board of Directors of the Company recommends their reappointments. Brief resume of Directors
including those proposed to be re-appointed, nature of their expertise in specific functional areas, names of
companies in which they hold directorships and Memberships / Chairmanships of Board Committees,
shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, is provided as an Annexure to the Notice.
10. In terms of the applicable provisions of the Companies Act, 2013, the amount of dividend remaining
unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is
required to be transferred to the Investor Education and Protection Fund (IEPF). Those members who have so
far not encashed their Dividend Warrants may claim or approach the Company for the payment thereof.
Kindly note that after such date the members will have to claim such dividend from such IEPF in accordance
with the Rules prescribed by the Central Government under the Companies Act, 2013.
The details of dividend declared / paid from the year 2007-08 proposed to be transferred to IEPF until the
conclusion of the next Annual General Meeting are given below:

Dividend for Dividend Due date of the

Date of Dividend
the year ` per share proposed transfer
declaration Amount `
to IEPF
Final Dividend
30-Sept-2008 ` 0.10 ` 1,60,802/- 04- Dec -2015
(2007-08)
11. Information and other instructions relating to e-voting are as under:
Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to
provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM
by electronic means. The members, whose names appear in the Register of Members / list of Beneficial
r
Owners as on Wednesday, 23 d September, 2015, i.e. the date prior to the commencement of book closure,
are entitled to vote on the Resolutions set forth in this Notice. The members may cast their votes on electronic
voting system from place other than the venue of the meeting (remote e-voting). The remote e-voting period
will commence at 9.00 a.m. on Saturday, 26 th September, 2015 and will end at 5.00 p.m. on Tuesday, 29 th
September, 2015. The Company has appointed Mr. Hemant Shetye of M/s. HS Associates, Practising
Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent
manner.
NOTICE
The instructions for shareholders voting electronically are as under:
(I) The voting period begins on 26/09/2015 at 9.00 A.M. and ends on 29/09/2015 at 5.00 P.M. During this
period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as
on the cut-off date (23/09/2015), may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number which is printed on
Annual Report Envelop / Annual Report.
DOB Enter the Date of Birth as recorded in your demat account or in the company
records for the said demat account or folio in dd/mm/yyyy format.
Dividend Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the
company records for the said demat account or folio.
i. Please enter the DOB or Dividend Bank Details in order to login. If the
details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field as mentioned
in instruction (iv).
(viii) After entering these details appropriately, click on "SUBMIT" tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen.
NOTICE
However, members holding shares in demat form will now reach 'Password Creation' menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note that
this password is to be also used by the demat holders for voting for resolutions of any other company on
which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take utmost care to keep
your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option
"YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to
the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be
displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL"
and accordingly modify your vote.
(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the
Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Note for Non - Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required
to log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to helpdesk.evoting@cdslindia.com.
After receiving the login details a compliance user should be created using the admin login and
password. The Compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to
verify the same.
(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email
to helpdesk.evoting@cdslindia.com.
NOTICE
12. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained
by the depositories as on the cut-off date i.e. Wednesday, 23 rd September, 2015 only shall be entitled to avail
the facility of remote e-voting as well as voting in the AGM. The person who is not a Member as on the cut-off
date should treat this Notice for information purpose only.
13. The Scrutinizer, after scrutinizing the votes cast at the AGM and through remote e-voting, will, not later than
three days of conclusion of the AGM, make a consolidated scrutinizer's report and submit the same to the
Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on the website
of the Company www.skylinemillarsltd.com and on the website of CDSL. The results shall simultaneously be
communicated to the Stock Exchanges.

sd/-
Ganesh R. Nalawade
(Company Secretary)
Mumbai, August 6, 2015.

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

Item No. 5.
th
Mrs. Soha S. Shirke, was appointed as an Additional Director w.e.f. 26 March, 2015 in accordance with the
provisions of Section 161 of the Companies Act, 2013. Pursuant to Section 161 of the Companies Act, 2013 she
holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received
request in writing from a member(s) of the company proposing Mrs. Soha S. Shirke as a candidate for appointment
as Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of
the Companies Act, 2013.
Brief resume of Mrs. Soha S. Shirke
Mrs. Soha S. Shirke, is a Bachelor of Legal Science from Government Law College and has done LL.B. She has an
experience in the legal matters pertaining to Realty Sector under Maharashtra Ownership Flat Act 1963 (MOFA),
Tenancy Law, Maharashtra Co-Operative Societies Act, 1960, Slum Rehabilitation Act, 1995, Consumer
Protection Act, 1986 and Development Control Regulations. She is providing consultancy services in the
Infrastructure and Realty Sector.
The Board feels that presence of Mrs. Soha S. Shirke on the Board is desirable and would be beneficial to the
company and hence recommend resolution No. 5 for adoption.
NOTICE
Except Mrs. Soha S. Shirke, none of the other Directors / Key Managerial Personnel of the Company / their relatives
are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the
Notice.
The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the members.
Item No. 6.
In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of an Independent
Director requires approval of members. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting dated 6th August, 2015 appointed Mr. Niranjan R. Jagtap, as an
additional Director and proposes Mr. Niranjan R. Jagtap, to be appointed as an Independent Director of the
Company in the Annual General Meeting. The appointment of Mr. Niranjan R. Jagtap shall be effective upon
approval by the members in the Meeting.
The Company has received a notice in writing from a member(s) along with the deposit of requisite amount under
Section 160 of the Act proposing the candidature of Mr. Niranjan R. Jagtap for the office of Director of the
Company. Mr. Niranjan R. Jagtap is not disqualified from being appointed as a Director in terms of Section 164 of
the Act and has given his consent to act as a Director. The Company has received a declaration from Mr. Niranjan R.
Jagtap that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the
Act and under Clause 49 of the Listing Agreement. In the opinion of the Board, Mr. Niranjan R. Jagtap fulfills the
conditions for his appointment as an Independent Director as specified in the Act and the Listing Agreement. Mr.
Niranjan R. Jagtap is independent of the management and possesses appropriate skills, experience and
knowledge.

Brief resume of Mr. Niranjan R. Jagtap
Mr. Niranjan R. Jagtap, is B.COM, & LLB. He enrolled as an advocate in 1971 and registered as an Advocate on the
Original Side of the High Court in 1981. He was appointed as a Notary Greater - Bombay by Govt. of Maharashtra
in 1983.
H is practicing independently since 1981 and since 1983 in the firm name of M/s. Niranjan Jagtap & Co.,
Advocates & Notary. He has a vast experience in Litigation and filing of matters before the High Court at Judicature
at Bombay (Original side and Appellate side), Company Law Board, Debt Recovery Tribunals, and Arbitrations
generally and more particularly relating to Real Estate.
He does not hold any shares of the Company. Copy of the draft letter for appointment of Mr. Niranjan R. Jagtap as
an Independent Director setting out the terms and conditions is available for inspection by members at the
registered office of the Company.
This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock
Exchanges. Except Mr. Niranjan R. Jagtap, none of the other Directors / Key Managerial Personnel of the Company /
their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.
6 of the Notice.
The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the members.
NOTICE
sd/-
Mumbai, August 6, 2015.
Ganesh R. Nalawade
(Company Secretary)
MAP

Directors' Report
To
The Members,
Skyline Millars Limited
Your Directors have pleasure in presenting the 95th Annual Report of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2015.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March, 2015 as compared to the previous financial
year, is summarized below:
PARTICULAR F.Y. 2014-15 F.Y. 2013-14
(` in lacs) (` in lacs)
DIRECTOR'S REPORT
Revenue from Operations (Net) 617.27 1,443.11
Other income 68.76 125.67
Total Revenue 686.03 1,568.78
Profit/Loss before finance cost, Depreciation, Exeptional items and Taxation (247.54) 84.41
Less: Finance Cost 83.76 25.13
Less: Depreciation & Amortisation 103.45 37.20
Profit before exceptional items and Taxation (434.75) 22.08
Less: Exeptional Items - -
Profit Before Tax MAP (434.75) 22.08
Less: Current Taxes - -
Less: Deferred Tax 42.44 53.39
Profit After Tax (477.19) (31.31)
Add: Surplus in Statement of Profit & Loss at the beginning of the year.
after adjustments 2045.33 2,052.04
Add: Mat Credit entitlement - 26.71
Amount available for appropriations 1568.14 2,047.44
Transferred to General Reserves - -
Profit and Loss Balance Carried Forward 1568.14 2047.44
b. OPERATIONS:
During the year under review your Company's Sales and Other income was Rs. 686.03 lacs as against
Rs.1,568.78 Lacs for the previous year, a decline of 56.27%.
Revenue from Construction Equipment Division for the financial year ending 31st March, 2015 was Rs.160.11
lacs as against Rs.306.71 lacs for F.Y 2013-14.

Revenue from Pre-Cast Pipes Division for the financial year ending 31st March, 2015 was Rs. 252.82 lacs as
against Rs. 42.28 lacs for F.Y. 2013-14.
Revenue from the Real Estate Division was Rs.204.34 lacs for the financial year ending 31st March, 2015 as
against Rs1,094.11 lacs for F.Y 2013-14.
Your Company has incurred a pre-tax loss of Rs. 434.75 lacs during the financial year ending 31st March, 2015 as
compared to the pre-tax profit of Rs. 22.08 lacs in the previous financial year, this significant decline was due to
general slowdown in the infrastructure sector affecting adversely all the business segments of the Company.
The delay in obtaining various regulatory approvals has particularly impacted the Real Estate segment of the
Company, and sluggish demand in the construction equipment segment has resulted in the lower revenues.
Further increased capital investments during the F.Y. 2013-14 in Wada unit and change in the Depreciation
policy as per Schedule II of the Companies Act, 2013 has also accentuated the losses.
The increased depreciation caused an additional deferred tax provision thereby enhancing the post-tax loss to
Rs. 477.19 lacs for the financial year ending 31st March, 2015.
DIRECTORS REPORT
The Earning Per Share (EPS) of the Company is Rs. (1.19) as compared to (0.08) paise of the previous year. Due to
DIRECTORS REPORT
economic slowdown, external factors remained challenging, inflationary pressures impacted the demand
resulting in overall decline in the operations of your Company.
The Company continues to be engaged in the activities pertaining to Construction Equipment, Real Estate and
Pre-cast Pipes. There was no change in nature of the business of the Company, during the year under review.
c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Your Company did not have any subsidiary, associate and joint venture company.
d. DIVIDEND:
Considering the loss incurred in the current financial year, your Directors have not recommended any dividend
for the financial year under review.
e. TRANSFER TO RESERVES:
In view of loss incurred during the year under review, the Board of Directors has not recommended transfer of
any amount to reserves.
f. DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of
the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the
year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with
the Chapter V of the Act is not applicable.
g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Your Company has received an arbitration award dated 7th July, 2015 in the case of claim made against the
Company by the Director General of Border Road, (DGBR) Government of India. The matter pertains to supply
of two Hot Mix Plants by the Company to DGBR in the year 1998. DBGR had made a claim of Rs. 3,14,72,636/-
alleging supply of defective plants. The matter was referred to arbitration in 2001. The sole arbitrator has given an
award dated 7th July, 2015. By this award, the Company is required to pay to DGBR claim of Rs. 61,80,438/- and
Rs. 63,12,008/- by way of interest and Rs. 6,69,250/- by way of Cost of arbitration proceedings. The said
aggregate amount of Award of Rs. 1,31,61,696/- is to be paid within 4 months from receipt of copy of this award.
On failure to pay, Company shall be liable to pay interest on this awarded amount @ 9% per annum simple from

the date of the award. Upon receipt of the said amount, DGBR is required to return the said two Hot Mix Plants to
the Company. Towards this claim of DGBR, the Company has shown in its Financial Statement for the financial
year ended 31st March, 2015 contingent liability of Rs. 3,14,72,636/- including the amount of award. On the
basis of opinion from Company's legal advisors, the Company intends to challenge the said award in the High
Court.
The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders
passed by the Sales Tax Officer under BST Act, 1959 and CST Act, 1956 for the financial years 2001-02 to 2004-
05. As per the legal opinion received from the tax consultants, the Company has already filed appeals disputing
the said demands including interest and penalty. Taking into account the advice received from the tax
consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in the
accounts for the financial year ended 31st March, 2015.
h. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. During the year under review, no material or serious observation has been received
from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.
i. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
DIRECTORS REPORT
No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern
status and the Company's operations in future.
j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

Contracts/arrangements/transactions entered by the Company during the financial year with related parties were
in ordinary course of business and on arm's length. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material in accordance with
the policy of the Company on materiality of related party transactions. Accordingly the disclosure of Related Party
Transactions as required under Section 134 (3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
Prior omnibus approval of the Audit Committee has been obtained on an annual basis for transactions with
related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the
MAP
omnibus approval so granted and a statement giving details of all transactions with related parties are placed
before the Audit Committee for their review on a periodic basis.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by
the Board may be accessed on the Company's website at www.skylinemillarsltd.com.
k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial
statement (Please refer Note No. 13 of Notes to the Financial Statements).
l. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

Company has not given any loan, guarantee or provided any security or otherwise any financial assistance for the
purpose of, or in connection with, purchase or subscription made or to be made, by any person of or for any
shares in the company or in its holding company, and does not have any scheme relating thereto, so this
disclosure is not applicable.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Anand J. Vashi, Independent Director and Chairman of the Company resigned from the Directorship of

12
the Company w.e.f. 19th March, 2015 due to personal reasons.
Mrs. Soha S. Shirke (DIN: 07131309) was appointed as an additional Director of the Company on 26th
March, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has received
notice from shareholder(s) along with requisite deposit proposing the candidature of Mrs. Soha S. Shirke for
appointment as Director at the ensuing Annual General Meeting.
Mr. Niranjan R. Jagtap (DIN: 01237606) was appointed as an additional Director of the Company on
6thAugust, 2015 to hold office up to the date of ensuing Annual General Meeting. The Company has
received notice from a member along with requisite deposits proposing the candidature of Mr. Niranjan R.
Jagtap, for appointment as an Independent Director at the ensuing Annual General Meeting.
Mr. Ganesh R. Nalawade was appointed as Key Managerial Person designated as Company Secretary and
Compliance officer of the Company in place of Mr. Dhawal J. Vora, Dy. G.M.Finance & Company Secretary
who resigned with effect from 15th May, 2015.
In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.
DIRECTORS REPORT
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok J. Patel and Mr. Jatin V. Daisaria
Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. Your Directors recommend their approval.
b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the
Companies Act, 2013 confirming their independence vis--vis the Company.
3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:
The Board of Directors met 4 times during the financial year ended 31st March 2015 in accordance with the
provisions of the Companies Act, 2013 and rules made there under.
The dates on which the Board of Directors met during the financial year under review are 28th May, 2014,
12th August, 2014, 12th November, 2014 and 3rd February, 2015.
b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the
Company for the year ended 31st March, 2015, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and the Directors made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2015 and of the profit/loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors is constituted by the Board of Directors of the
Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Mr. Upen M. Doshi, Chairman, (w.e.f. 12th August, 2014)
2. Mr. Anand J. Vashi, Chairman, (up to 28th May, 2014 and Member up to 19th March, 2015)
3. Mr. Jatin V. Daisaria, Member
4. Mr. Shilpin K. Tater, Member
5. Mr. Vinod N. Joshi, Member (w.e.f. 3rd February, 2015)
The Board has, in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act,
2013, formulated the policy setting out the criteria for determining qualifications, positive attributes,
independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel
and other employees.
d. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the
said section. The Audit Committee comprises of:
1. Mr. Anand J. Vashi, Chairman, (up to 19th March, 2015)
2. Mr. Vinod N. Joshi, Member
3. Mr. Upen M. Doshi, Member and
4. Mr. Maulik H. Dave, Member
NOTICE
The scope and terms of reference of the Audit Committee have been amended in accordance with the Act
and the Listing Agreement entered into with the Stock Exchanges.
During the year under review, the Board of Directors of the Company had accepted all the
recommendations of the Committee.
e. STAKEHOLDERS RELATIONSHIP COMMITTEE: MAP

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors
of the Company has constituted the Stakeholder's Relationship Committee, comprising of Mr. Anand J.
Vashi, Chairman (up to 19th March, 2015), Mr. Vinod N. Joshi, Mr. Tarak A. Patel, Mr. Jatin V. Daisaria, and
Mr. Upen M. Doshi.
The Company Secretary acts as the Secretary of the Stakeholders' Relationship Committee.
f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 178(9) of the Companies
Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil
Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures
adequate safeguards to employees and Directors from any victimization on raising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and
reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of
the Audit Committee.
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of
business operations.

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

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

The provisions of Corporate Social Responsibilities are not applicable, as the Company does not come
within the threshold limits prescribed under Section 135 of the Companies Act, 2013 and the rules framed
there under.
i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreements, the Board
has carried out the annual performance evaluation of the Directors individually as well as evaluation of the
DIRECTORS REPORT
working of the Board and of the Committees of the Board, by way of individual and collective feedback from
Directors.
The Evaluation Criteria applied are:
(a) For Independent Directors:
Knowledge and Skills
Professional conduct
Duties, Role and functions
(b) For Executive Directors
Performance as Team Leader/ Member.
Evaluating Business Opportunity and analysis of Risk Reward Scenarios
Professional Conduct, Integrity
Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the Company.
j. INTERNAL CONTROL SYSTEMS:

The Company has in place adequate internal financial controls with reference to financial statements.
During the year, such controls were tested and no reportable material weakness in the design or operation
was observed.
k. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES
AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and
Committee Meetings. Disclosures of Remuneration of KMP's and comparison of their remuneration with
other employees and performance of the Company is given in ANNEXURE A.

l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY

COMPANIES:
None of the managerial personnel i.e. Managing Director and Whole time Directors of the Company are in
receipt of remuneration/commission from the Holding or Subsidiary Company of the Company.
4. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:
a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH
2015:
The observations made by the Statutory Auditors in their report for the financial year ended 31st March,
2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further
explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2015:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain
Secretarial Audit Report from Practicing Company Secretary. M/s H.S. Associates, Company Secretaries had
been appointed to issue Secretarial Audit Report for the financial year 2014-15.
DIRECTORS REPORT
Secretarial Audit Report issued by M/s H.S. Associates, Company Secretaries in Form MR-3 for the financial
year 2014-15 forms part to this report. The said report does not contain any observation or qualification
requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The
Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as
ANNEXURE B
c. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and
Auditors) Rules, 2014, M/s. Manubhai & Shah, Chartered Accountants, the Statutory Auditors of the
Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of
the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The
Company has received a confirmation from the said Auditors that they are not disqualified to act as the
MAP
Auditors and are eligible to hold the office as Auditors of the Company.
Necessary resolution for ratification of appointment of the said Auditors is included in the Notice of AGM for
seeking approval of members.
d. COST AUDITORS:
Pursuant to provisions of Section 148 of the Companies Act, 2013 read with Companies Cost (Record and
Audit) Rules as amended, Notification and Circulars issued by the Ministry of Corporate Affairs, Cost Audit is
not applicable to the Company as Company does not comes with in the purview of threshold limits specified
in the Rules.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014
are furnished as under:
a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for
the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is attached
as ANNEXURE C which forms part of this Report.

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology
absorption, foreign exchange earnings and outgo etc. are furnished in ANNEXURE D which forms part of
this report.
c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of

Schedule V):
Directors of the Company are not paid any remuneration except sitting fees for attending the Board and
Committee meetings, as such the disclosure as per Section II of Schedule V to the Companies Act, 2013 are
not applicable.
6. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and
DIRECTORS REPORT
except ESOS referred to in this Report.

3. Except as stated elsewhere in the Directors Report no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company's operations in
future.
Your Directors further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
7. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business
partners/associates, financial institutions and Central and State Governments for their consistent support and
encouragement to the Company.
For and on behalf of the Board of Directors
Vinod N. Joshi
Chairman
DIN: 01409387

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

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

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

The previous two years were challenging for the Industry in general and also for your company and the factors that
resulted in the poor performance are expected to subsist in the first half of the current financial year.
The Company is hopeful that various policy initiatives mooted by the current government at the center along with
renewed interest & focus on the infrastructure industry will yield positive results from the second half of current
financial year. Your Company is confident that the Government's plans to set up 100 smart cities across the country
providing modern amenities, education and employment opportunities will give the required impetus to all the
business segments of the Company.
Real Estate
Several factors such as continued economic growth, trend towards nuclear families, young working population,
rising disposable incomes, increased urbanization etc. continue to act as strong drivers for long term sustainable
real estate demand. Further the Government's proposal to introduce Real Estate Investment Trusts (REITs) will help
investors channelize their investments into India's realty sector through a regulated mechanism, which will
immensely help the sector.
The Company's proposal to develop nearly 4,400 square mts having a carpet area of 47,000 square feet of
residential premises at its Ghatkopar site, has been delayed on account of issues relating to various regulatory

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

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

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

The Company considers its organizational structure to be evolving consistently over time while continuing with its
efforts to follow good HR practices. Our passion is to improve daily living and to create a workplace where every
person can aspire to achieve his or her full potential. We encourage individuals to go beyond the scope of their
work, undertake voluntary projects that enable them to learn and contribute innovative ideas in meeting the goals
of the Company. The Company strongly believes that its intrinsic strength lies in the quality of its dedicated and
motivated employees.
F. Cautionary Statement
This discussion and analysis contain forward looking statements that reflects our current views with respect to
future events and financial performance. The actual results may differ materially from those anticipated in the
forward looking statements on account of many uncontrollable factors.

ANNEXURE - A
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
(Pursuant to Section 197 sub-section 12 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)
Sr. No. Requirements Disclosure

1. The ratio of the remuneration of each The Directors are not being paid any remuneration
director to the median remuneration of the except sitting fees for attending the Board and
employees for the financial year; Committee Meetings. Therefore the disclosure
pertaining to the ratio of remuneration of director to
the median remuneration of employees for the
financial year does not apply.
2. The percentage increase in remuneration of Mr. ShivakumarAiyar, CFO 10.10%

CFO &CS in the financial year; Mr. Dhawal J. Vora, Dy. G.M. 3.94%
Finance & Company Secretary
3. The percentage increase in the median The median remuneration of the employees in the
ANNEXURE - A
remuneration of employees in the financial financial year was increased by 7.35%
year;
4. The number of permanent employees on There were 27 employees as on 31st March , 2015.
the rolls of the Company;
5. The explanation on the relationship There was no revision in the remuneration of the
between average increase in remuneration employees during the past 2 years preceding the
and Company Performance; financial year 2014-15.
6. Comparison of the remuneration of the Key Average increase in the remuneration of KMPs was
Managerial Personnel against the 7.02 % during the financial year 2014-15. However
performance of the Company; during the same period Company incurred a loss of Rs.
4.34 crore.
7. Variations in the market capitalization of the The Market capitalization of the Company has
Company, price earnings ratio as at the increased from Rs. 12.07 crores as of March 31, 2014
closing date of the current financial year to Rs. 14.52 crores as of March 31, 2015. Over the
and previous financial year and percentage same period, the price to earnings ratio moved from
increase over decrease in the market (37.5 ) to (3.03). The Stock price of the equity shares of
quotation of the shares of the company in the Company as at 31st March , 2015 has increased by
comparison to the current financial year 20.33 % to Rs. 3.61 from the Rs.3.00 as of 31st March ,
and previous year; 2014.
8. Average percentile increase already made The Directors are not being paid any remuneration
in the salaries of employees other than the except sitting fees for attending the Board and
managerial personnel in the last financial Committee Meetings. Accordingly the disclosure of
year and its comparison with the percentile comparison is not made.

Sr. No. Requirements Disclosure
increase in the managerial remuneration Average percentage increase in the salaries of

and justification thereof and point out if employees other than managerial personnel is
there are any exceptional circumstances for 11.57%. There was no revision in the remuneration of
increase in the managerial remuneration; the employees during the past 2 years preceding the
financial year 2014-15.
9. Comparison of each remuneration of the Average increase in the remuneration of KMPs was
Key Managerial Personnel against the 7.02 % during the financial year 2014-15. However
performance of the Company; during the same period Company incurred a loss of Rs.
4.34 crore.
10. The key parameters for any variable There were no variable components in the
component of remuneration availed by the remuneration of Directors.
directors;
11. The ratio of the remuneration of the highest Directors are not paid any remuneration except sitting
paid director to that of the employees who fees for attending the Board and Committee Meetings.
are not directors but receive remuneration
ANNEXURE - A
in excess of the highest paid director during

the year;
12. Affirmation that the remuneration is as per Remuneration paid during the year 2014-15 is as per
the remuneration policy of the Company. the Remuneration Policy of the Company.

ANNEXURE - B
SECRETARIAL AUDIT REPORT

Form No. MR-3
For the financial year ended on March 31, 2015.
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014].
To,
The Members,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence
to good corporate practices by Skyline Millars Limited (hereinafter called the "Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Skyline Millars Limited, books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the
Company has, during the audit year covering the financial year ended on March 31, 2015, complied with the
statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers and minute books as mentioned in Annexure I, Forms and returns filed and
other records maintained by Skyline Millars Limited ("The Company"), for the year ended on March 31, 2015
according to the applicable provisions, if any, of:
I. The Companies Act, 1956 and the Companies Act, 2013 (the Act) and the Rules made there under, as
applicable;
II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there under;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings;
V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 ('SEBI Act') were applicable during the period:-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993 regarding the Companies Act and dealing with Client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and
VI. We have relied on the representation made by the Company and its Officers for systems and mechanism
formed by the Company for Compliances under other applicable Act, Laws and Regulations to the Company.
We report that, since the Secretarial Standard-1 "Meeting of Board of Directors" and Secretarial Standard-2
"General Meetings" are effective from 1st July, 2015, compliance are not required for the year ended March 31,
2015 as per notification dated April 23, 2015 issued by the Institute of Company Secretaries of India. We further
report that the Company has complied with the applicable clauses of the Listing Agreement entered into by the
Company with the Stock Exchanges.
During the period under review the company has complied with the provisions of the Act, Rules, Regulations, and
Guidelines, mentioned above subject to the following observations:
th
The Company received a notice from BSE Limited dt.29 January, 2015 imposing fine for late submission
of Annual Report for the year 2014 as per clause 31 of the listing agreement. However the Company has
paid penalty of Rs.1,124/-[Rupees One Thousand One Hundred Twenty Four Only] and the said default
was made good.
The Company has received Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing
Penalties by Adjudicating officer) Rule 1995 reed with Section 15-I of the Securities and Exchange Board
of India Act, 1992 dt.16th September, 2013 for alleged violation of Regulation 8(2) of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997. Further Company received an
th
adjudication order from SEBI dt.30 May, 2014 imposing a penalty of Rs.9,50,000/- (Rupees Nine Lacs
Fifty Thousand only). Company filed an appeal at Securities Appellate Tribunal (SAT) challenging the
order of SEBI. However as on date of signing of this report, the said matter is pending at Securities
Appellate Tribunal (SAT).
We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors and Independent Directors. However Mr. Anand J. Vashi, Chairman & Independent Director
of the Company was resigned from the Board w.e.f. 19th March, 2015. The said vacancy was filled by appointing
th
Mr. Niranjan R. Jagtap as an additional (Independent) Director on 6 August, 2015 i.e. on the date of signing of this
th
report. Mrs. Soha Shirke was appointed as a woman Non Executive Director of the Company w.e.f. 26 March,
2015.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured and recorded as part of the

minutes.
We further report that there are adequate systems and processes in the company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and
guidelines. We further report that during the audit period the Company has;
Passed Special Resolution pursuant to Section 180 (1) (a) for lease, mortgage, of the undertaking of the
Company.
Passed Special Resolution pursuant to Section 180 (1) (c) for approval of shareholders to borrow in excess of
the limit prescribed.
Date: 6th August, 2015 For HS Associates

Place: Mumbai Company Secretaries

Hemant S. Shetye
Partner
FCS No.: 2827
CP.NO:1483
This report is to be read with our letter of even date which is annexed as Annexure II and forms an integral part of
this report.
Annexure - I
BOOKS, PAPERS AND MINUTE BOOKS MAINTAINED BY THE COMPANY
1. Book containing the Minutes of Board Meeting, General Meeting and Committee Meeting.
2. Book of accounts.
3. Register of Members.
4. Register of index of members.
5. Register of Transfer.
6. Register of Directors and Key managerial personnel and their shareholding.
7. Register of Charges.
8. Register of investments or loans made, guarantee or security provided.
9. Register of particulars of contracts.
10. Attendance Register.
Date:6th August, 2015 For HS Associates

Hemant S. Shetye
Partner
FCS No.: 2827

CP. NO:1483
Annexure - II
To,
The Members,
Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these Secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed
provide a reasonable basis for our opinion.
3. We have not verified the correctness appropriateness of financial records and books of accounts of the
Company.
4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the
responsibility of the management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial audit report is neither an assurance as to the future viability of the Company nor of the
Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.
Date:6th August, 2015 For HS Associates

Hemant S. Shetye
Partner
FCS No.: 2827
CP.NO:1483

ANNEXURE C
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31st March 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
CIN : L63020MH 19 19PLC000640
Registration Date : 28/11/1919

Name of the Company : Skyline Millars Limited
Category / Sub-Category : Company having Share Capital

of the Company
Address of the Registered : Skyline Oasis, Gate No. 2, 412-413,

office and contact details Skyline Wealthspace, Premier Road,
Vidyavihar (West), Mumbai - 400 086
Whether listed company : Yes

Bombay Stock Exchange Ltd. (Code: 505650)
Ahmedabad Stock Exchange Ltd. (Code: 1310)
Name, Address and Contact : Link Intime India Private Limited

details of Registrar and C-13,Pannalal Silk Mills Compound, L.B.S Marg,
Transfer Agent, if any: Bhandup (West), Mumbai - 400 078
Tel No. 91-22-2594 6970 Fax No. 91-22-2594 6969
Email:-rnt.helpdest@linktime.co.in
www.linkintime.co.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. No. Name and NIC Code of % to total

Description of the Product / turnover of the
main products/ service company
services
1 Construction Equipments 331- Equipment & Spares Sales, Repair, 25.94

Installation and Servicing of equipment
2 Pre-cast Pipes 231- Manufacture of other non-metallic 40.96

mineral (R.C.C.) products
3 Real Estate 410- Construction of buildings 33.10

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and address CIN / GLN Holding / subsidiary / % of shares Applicable
No. of the Company Associate held section
1 NIL NIL NIL NIL NIL
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
I. Category-wise Share Holding:
No. of Shares held at the No. of Shares held at the

beginning of the year end of the year %
Category of i.e 01.04.2014 i.e. 31.03.2015 Change
Shareholders during
% of % of the year
Demat Physical Total Total Demat Physical Total Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF 2078441 - 2078441 5.17 2078441 - 2078441 5.17 -
b) Central Gov t. - - - - - - - - -
c) State Gov t(s) - - - - - - - - -
d) Bodies Corp. 26751490 - 26751490 66.51 26751490 26751490 66.50 -
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-total(A)(1): 28829931 - 28829931 71.67 28829931 28829931 71.67 -
(2) Foreign - - - - - - - - -
a) NRIs -Individuals - - - - - - - - -
b) Other -Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub-total (A)(2): - - - - - - - - -
Total shareholding 28829931 - 28829931 71.67 28829931 - 28829931 71.67 -
of Promoter (A) =
(A)(1)+(A)(2)
B. Public
Shareholding
(1) Institutions
a) Mutual Funds
b) Banks / FI - 1000 1000 0.00 - 1000 1000 0.00 -
c) Central Gov t. - - - - - - - - -
d) State Gov t(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance - - - - - - - - -
Companies

No. of Shares held at the No. of Shares held at the

beginning of the year end of the year %
Category of i.e 01.04.2014 i.e. 31.03.2015 Change
Shareholders during
% of % of the year
Demat Physical Total Total Demat Physical Total Total
Shares Shares
g) FIIs - - - - - - - - -
h) Foreign Venture - - - - - - - - -
Capital Funds
i) Others (specify) - - - - - - - - -
Sub-total (B)(1): - 1000 1000 - - 1000 1000 0.00 -

(2) Non-Institutions
a) Bodies Corp.
i) Indian 1131580 48600 1180180 2.93 1158442 48600 1207042 3.00 0.07
ii) Overseas - - - - - - - - -
b) Individuals
I) Individual 4167576 3949790 8117366 20.18 4211538 3901690 8113228 20.17 0.01
shareholders
holding nominal
share capital
upto Rs. 1 lakh
ii) Individual 1869502 - 1869502 4.65 1993502 - 1993502 4.96 0.31
shareholders
holding nominal
share capital
in excess of
Rs. 1 lakh
c) Others specify)
I) Clearing Member 174958 - 174958 0.43 41587 - 41587 0.10 0.33
ii) NRI (Repat) 17123 7550 24673 0.06 8660 7550 16210 0.04 0.02
iii) NRI (Non-Repat) 26640 - 26640 0.07 21750 - 21750 0.05 0.02
Sub-total(B)(2): 7387379 4005940 11393319 28.32 7435479 3957840 11393319 28.32 -

Total Public 7387379 4006940 11394319 28.33 7435479 3958840 11394319 28.33 -
Shareholding (B)=
(B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total 36217310 4006940 40224250 100.00 36265410 3958840 40224250 100.00 -
(A+B+C)

ii. SHAREHOLDING OF PROMOTERS:

Shareholding at the Share holding at the
beginning of the year end of the Year
(As on 01.04.2014) (As on 31.03.2015)
% change
% of % of in share
Sl. Shareholder's % of Shares % of Shares holding
No. Name total Pledged/ total Pledged/ during
No. of Shares No. of Shares
encum- encum- the year
Shares of the Shares of the
bered bered
Company to total Company to total
shares shares
1. DAVE BUILDERS 5720910 14.22 - 5720910 14.22 - -

PRIVATE LIMITED
2. JATIN DAISARIA 5720910 14.22 - 5720910 14.22 - -

REALTORS PRIVATE
LIMITED
3. SKYLINE VISION 5720900 14.22 - 5720900 14.22 - -

PRIVATE LIMITED
4. MILLARS 5397770 13.42 - 5397770 13.42 - -

MACHINERY
COMPANY PVT.
LTD.
5. A J PATEL 2188500 5.44 - 2188500 5.44 - -

INVESTMENTS &
TRADING CO PVT.
LTD.
6. GMM Pfaudler 1406000 3.50 - 1406000 3.50 - -

Limited
7. ASHOK 664500 1.65 - 664500 1.65 - -

JETHABHAI PATEL
8. GLASS LINED 596500 1.48 - 596500 1.48 - -

EQUIPMENT
CO. LTD.
9. KHYALILAL TATER 322600 0.80 - 322600 0.80 - -
10. PANNA 195000 0.48 - 195000 0.48 - -

SAILENDRA PATEL

Shareholding at the Share holding at the

beginning of the year end of the Year
(As on 01.04.2014) (As on 31.03.2015)
% change
% of % of in share
Sl. Shareholder's % of Shares % of Shares holding
No. Name total Pledged/ total Pledged/ during
No. of Shares No. of Shares
encum- encum- the year
Shares of the Shares of the
bered bered
Company to total Company to total
shares shares
11. URMI ASHOK 180801 0.45 - 180801 0.45 - -

PATEL
12. PRAGNA SATISH 171000 0.43 - 171000 0.43 - -

PATEL
13. JAYSINH 168750 0.42 - 168750 0.42 - -

AMBAPRASAD
DAVE
14. A J PATEL 124530 0.31 - 124530 0.31 - -
15. HARSHA J 120000 0.30 - 120000 0.30 - -

DAISARIA
16. TARAK ASHOK 73000 0.18 - 73000 0.18 - -

PATEL
17. PALOMITA 31500 0.08 - 31500 0.08 - -

SAILENDRA PATEL
18. UTTARA A PATEL 10000 0.02 - 10000 0.02 - -
19. MAULIK HARSHAD 9510 0.02 - 9510 0.02 - -

DAVE
20. SAILENDRA 4750 0.01 - 4750 0.01 - -

LAJPATRAI PATEL
21. SUMANT 2500 0.01 - 2500 0.01 - -

JETHABHAI PATEL
Total 28829931 71.67 - 28829931 71.67 - -

iii. CHANGE IN PROMOTERS' SHAREHOLDING:
Shareholding at the Cumulative Shareholding

beginning of the year during the year
(As on 01.04.2014) (01.04.2014 to 31.03.2015)
Sl.
No. % of total % of total
No. of shares of the No. of shares of the
shares Company shares Company
At the beginning of the year 28829931 71.67
Date wise Increase/ Decrease in - -

Promoters Share holding during the
year specifying the reasons for

increase/decrease
(e.g . allotment/transfer/bonus/
sweat equity etc)
At the End of the year (31.03.2015) 28829931 71.67
iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS, PROMOTERS
AND HOLDERS OF GDRS AND ADRS):
Sl. Shareholding Date Increase / Reason Cumulative
No. at the beginning Decrease Shareholding
of the year in Share during the year
(As on 01.04.2014) holding 01.04.2014
during the to 31.03.2015
year
specifying
the reasons
for increase /
decrease
(e.g.
allotment /
transfer /
bonus
/ sweat
equity etc)
% of total % of total
At the beginning No. of shares of No. of shares of
of the year shares the shares the
Company Company
1 AYAZ AHMED 700000 1.74 01.04.2014 0 No - -

ANSARI change
700000 1.74 31.03.2015

2 SHIKHA D JAIN 615880 1.53 01.04.2014 0 No - -

change
615880 1.53 31.03.2015
3 ARANIK 341150 0.85 01.04.2014 0 No - -

SECURITIES PVT change
LTD.
341150 0.85 31.03.2015
4 ANUPAM 210000 0.52 01.04.2014 0 No - -

STATIONERY change
LIMITED

210000 0.52 31.03.2015
5 MEENA VINOD 200000 0.50 01.04.2014 0 No - -

JAIN change
200000 0.50 31.03.2015
6 HARSHIT A 193420 0.48 01.04.2014 0 No - -

SHAH change
193420 0.48 31.03.2015
7 ANURADHA 143430 0.36 01.04.2014 0 No - -

INANI change
143430 0.36 31.03.2015
8 SHIV MOHAN 136772 0.34 01.04.2014 4000 acquired 140772 0.35

GOEL
140772 0.35 31.03.2015
9 BONANZA 132139 0.33 01.04.2014 510 acquired 132649 0.33

PORTFOLIO LTD
132649 0.33 31.03.2015
10 BHARAT 78343 0.20 01.04.2014 20000 acquired 98343 0.24

JAMNADAS
98343 0.24 31.03.2015

v. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Sl. Shareholding Date Increase / Reason Cumulative

No. at the beginning Decrease Shareholding
of the year in Share during the year
(As on 01.04.2014) holding 01.04.2014
during the to 31.03.2015
year
specifying
the reasons
for increase /
decrease
(e.g.
allotment /
transfer /
bonus
/ sweat
equity etc)
% of total % of total
For each of the No. of shares of No. of shares of
Directors and KMP shares the shares the
Company Company
Directors
1 Mr. Anand J. Vashi* 11000 0.03 01.04.2014 0 No change 11000 0.03
11000 0.03 31.03.2015
2 Mr. Ashok J. Patel 789030 - 01.04.2014 0 No change 789030 1.96
789030 1.96 31.03.2015
3 Mr. Vinod N. Joshi 1000 0.00 01.04.2014 0 No change 1000 0.00
1000 0.00 31.03.2015
4 Mr. Tarak A. Patel 1000 0.00 01.04.2014 0 No change 1000 0.00
73000 0.18 31.03.2015
5 Mr. Jatin V. Daisaria - - 01.04.2014 0 No change - -
- - 31.03.2015
6 Mr. Upen M. Doshi 100 0.00 01.04.2014 0 No change 100 0.00
- - 31.03.2015

7 Mr. Shilpin K. Tater - - 01.04.2014 0 No change - -
- - 31.03.2015
8 Mr. Maulik H. Dave 9510 0.02 01.04.2014 0 No change 9510 0.02
9510 0.02 31.03.2015
9 Mrs. Soha S. Shirke - - 01.04.2014 0 No change - -

- - 31.03.2015
10 Mr. Niranjan R. - - 0 No change - -

Jagtap 01.04.2014
- - 31.03.2015
Key Managerial
Personnel
1 Mr. Dhawal J. Vora ** - - 01.04.2014 0 No change - -
- - 31.03.2015
2 Mr. Ganesh R. - - 01.04.2014 0 No change

Nalawade#
- - 31.03.2015
3 Mr. Shivakumar Aiyar - - 01.04.2014 0 No change - -
- - 31.03.2015
*Resigned w.e.f. 19.03.2015

**Dy. G.M.Finance & Company Secretary up to 15.05.2015
#Company Secretary & Compliance Officer w.e.f. 08.06.2015

V. INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Loans
excluding Unsecured Deposits Total
deposits Loans Indebtedness
Indebtedness at the beginning of the

financial year i.e 01/04/2014
I) Principal Amount 4,48,42,512.00 NIL NIL 4,48,42,512.00
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 4,48,42,512.00 4,48,42,512.00
Change in Indebtedness during the NIL NIL

financial year
Addition NIL NIL NIL NIL
Reduction 47,38,251.00 NIL NIL 47,38,251.00
Net Change 47,38,251.00 NIL NIL 47,38,251.00
Indebtedness at the end of the financial NIL NIL

year i.e 31/03/2015
I) Principal Amount 4,01,04,261.00 NIL NIL 4,01,04,261.00
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i+ii+iii) 4,01,04,261.00 NIL NIL 4,01,04,261.00
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. REMUNERATION OF MANAGING DIRECTOR, WHOLE-TIME DIRECTOR, MANAGER AND OTHER

DIRECTORS.
The Directors are not paid any remuneration by the Company except sitting fees for attending the Board and
Committee Meetings as such the disclosure is not made here. The details of the siting fees paid to the directors
for attending the board and committee meeting during the year is given in corporate governance report.

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

Sl. Particulars of
No. Remuneration Company
Secretary CFO Total
1. Gross salary
(a) Salary as per provisions 11,86,511.00 9,50,570.00 21,37,081.00
contained in section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 51,463.00 39,705.00 91,168.00

17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under 3,500 3,500 7,000.00
section 17(3) Income tax Act,1961
2. Stock Option NIL NIL NIL
3. Sweat Equity NIL NIL NIL
4. Commission NIL NIL NIL
- as % of profit
- others, specify
5. Others, please Specify NIL NIL NIL
Total 12,41,474.00 9,93,775.00 22,35,249.00
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Section of Details of
Penalty / Authority Appeal made,
the Brief
Type Punishment/ [RD /NCLT/ if any
Companies Description Compounding COURT] (give Details)
Act fees imposed
A. COMPANY
Penalty N. A. Delay in submitting Penalty of SEBI Appeal filed
Disclosure u/r 8(3) Rs. 9,50,000/- imposed with Securities
of SEBI (SAST) under section 15 A(b) Appellate
Regulations 1997 of SEBI Act, 1992 Tribunal (SAT)
Punishment N. A. N. A. N. A. N. A. N. A.
Compounding N. A. N. A. N. A. N. A. N. A.
B. DIRECTORS
Penalty N. A. N. A. N. A. N. A. N. A.
C. OTHER OFFICERS IN DEFAULT
Penalty N. A. N. A. N. A. N. A. N. A.

ANNEXURE D
DISCLOSURE PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT 2013
READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS), RULES 2014
(A) Conservation of energy:

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

ANNEXURE D
Company continues its efforts by internal up gradation program in Research & Development
( C) Foreign exchange earnings and Outgo:
1st April, 2014 to 1st April, 2013 to

31st March, 2015 31st March, 2014
[Current F.Y.] [Previous F.Y.]
(Amount in `) (Amount in `)
Actual Foreign Exchange earnings - 84,028.00
Actual Foreign Exchange outgo 2,35,430.00 -

CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-2015

The Directors present the Company's Report on Corporate Governance for the year ended March 31, 2015.
CORPORATE GOVERNANCE PHILOSOPHY:
Corporate Governance primarily involves transparency, full disclosure, independent monitoring of the state of
affairs and being fair to all stakeholders and is a combination of voluntary practices and compliance with laws and
regulations. The Corporate Governance Code has also been incorporated in Clause 49 of the Listing Agreement.
The Company endeavors not only to meet the statutory requirements in this regard but also to go well beyond
them by instituting such systems and procedures as are in accordance with the latest global trends of making
CORPORATE GOVERNANCE REPORT

management completely transparent and institutionally sound. The Company has professionals on its Board of the
Directors who are actively involved in the deliberations of the Board on all important policy matters.
Your Directors view good Corporate Governance as the foundation for honesty and integrity and recognize their
fiduciary accountability to the shareholders. They are committed to continue the vigilance on these matters to
maintain your trust.
It has been, and continues to be, the policy of your Company to comply with all laws governing its operations, to
adhere to the highest standard of business ethics and to maintain a reputation for honest and fair dealings. Your
Board of Directors recognizes its responsibility to oversee and monitor management and the Company's activities
to reasonably assure that these objectives are achieved.
It is paramount that the Company's reputation for integrity and credibility remain at the highest standards for the
benefits of all stakeholders, employees, customers and suppliers.
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.
BOARD OF DIRECTORS:
The composition of the Board of Directors, their attendance at the Board meetings held during the financial year
ended 31.03.2015 and the last Annual General Meeting along with the number of Directorship and memberships
held in various Committees in other Companies as on the date of this Report, are given in the tables below.
Composition of the Board.
Category No. of Directors
Non Executive & Independent Directors including the Chairman 3
Other Non Executive Directors 5

Executive Director (Whole-time Director) 1
Total 9

Board Meetings held during the Year
Dates on which the Board Total strength No. of Directors

Meetings were held of the Board Present
May 28, 2014 8 5
August 12, 2014 8 8
November 12, 2014 8 8
February 3, 2015 8 8
Name of Date of Category Number of Committee (s )Positions

Director appointment Directorship(s) (including SML)
held in
Indian Public Limited
Companies Member Chairman
(including SML)
Mr. Anand J. 25.05.1993 Non Executive 1 1* 1*
Vashi* / Independent
Mr. Ashok J. 17.03.1972 Non Executive 5 - -
Patel
Mr. Vinod N. 25.07.1997 Non Executive 1 2 -
Joshi / Independent
Mr. Tarak A. 29.12.2013 Non Executive 3 - -
Patel
Mr. Jatin V. 24.04.2007 Non Executive 1 1 -
Daisaira
Mr. Upen M. 28.04.2009 Non Executive 1 2 -
Doshi / Independent
Mr. Shilpin K. 14.10.2009 Non Executive 1 - -
Tater
Mr. Maulik H. 23.04.2010 Non Executive 1 1 -
Dave
Mrs. Soha S. 26.03.2015 Additional 1 - -
Shirke** Director
Mr. Niranjan 06.08.2015 Additional 4 1 -
R. Jagtap# Director
* Resigned on 19th March, 2015

th
** w.e.f. 26 March, 2015
th
# w.e.f. 6 August, 2015

Attendance of Directors at Board Meetings and Annual General Meeting
Name of Director Attendance at the Board Meeting held on Attendance at

the AGM held on
September 24, 2014
May 28, August 12, November 12, February 3,
2014 2014 2014 2015
Mr. Anand J. Vashi *
Mr. Ashok J. Patel
Mr. Vinod N. Joshi Leave of Absence

Mr. Tarak A. Patel
Mr. Jatin V. Daisaira Leave of Absence
Mr. Upen M. Doshi
Mr. Shilpin K. Tater
Mr. Maulik H. Dave Leave of Absence
Mrs. Soha S. Shirke ** Not applicable Not applicable Not applicable Not applicable Not applicable
BOARD PROCEDURE
The Board of Directors oversees the overall functioning of the Company. The Board provides and evaluates the
strategic direction of the Company management policies and their effectiveness and ensures that the long term
interests of the stakeholders are being served. The whole time Director is assisted by the senior management
personnel in overseeing the functional matters of the Company
The Board Meetings of the Company are scheduled in advance and the notice of each such Board Meeting is given
in writing to all the Directors. Detailed agenda together with the relevant annexure is also sent to the Directors in
advance.
However, in special and exceptional circumstances, additional or supplementary items on the agenda are allowed
to be considered with the permission of Chair. All the departments in the Company communicate with the
Company Secretary in advance with regard to the matters requiring the approval of the Board to enable inclusion
of the same in the agenda for the Board Meeting. The Members of the Board are also free to recommend inclusion
of any matters in the agenda for discussion.
Whenever necessary, additional meeting are held. In case of business exigencies or urgency of matters, resolutions
are passed by circulation.
Important decisions are taken at the Board / Committee meeting are promptly communicated to the Concerned
departments /divisions , Action taken report on the decision of the previous meeting (s) is placed at the
immediately succeeding meeting of the Board / Committee(s) for information and review of the Board /
Committee(s).
MEETING OF INDEPENDENT DIRECTORS:

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

AUDIT COMMITTEE:
The 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 Meetings No. of

held up to Meetings
31.03.2015 Attended
Mr. Anand J. Vashi * Independent Non-Executive Director 4 4

Chairman
Mr. Vinod N. Joshi Independent Non-Executive Director 4 3
Mr. Upen M. Doshi Independent Non-Executive Director 4 4
Mr. Maulik Dave Promoter Whole-time Director 4 3
*Resigned on 19th March, 2015
Scope:
The Board of Directors at its meeting held on August 12, 2014, revised the terms of reference of the Committee to
meet the requirements of the Companies Act, 2013.
The revised and enhanced scope of the Committee is as follows:
Powers of the Audit Committee:

a) To investigate any activity within its terms of reference or such matter as may be referred to it by the Board and
for this purpose obtain professional advice from external sources and have full access to information contained
in the records of the Company;
b) To seek information from any employee;
c) To obtain outside legal or other professional advice; and
d) To secure attendance of outsiders with relevant expertise, if it considers necessary;
Role of the Audit Committee:

1) Over-seeing the Company's financial reporting process and the disclosure of its financial information to ensure
that the Company's financial statement is correct, sufficient and credible;
2) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4) Approval of the Company's policy on determining materiality of related party transactions and also on dealing
with related party transactions;
5) Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
(a) matters required to be included in the director's responsibility statement to be included in the Board's
report in terms of section 134(3)(c) of the 2013 Act;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by management;
(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to the financial statements;
(f) disclosure of any related party transactions; and
(g) qualifications in the draft audit report;
6) Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval;
7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of the audit
process;
8) To call for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of the financial statement before their submission to the Board and
discuss any related issues with the internal and statutory auditors and the management of the Company.
9) Approval or any subsequent modification of transactions of the Company with related parties in accordance

with the Company's policy on related party transactions;
10) Scrutiny of inter-corporate loans and investments;
11) Valuation of undertakings or assets of the Company, wherever it is necessary, in consultation with external
professional advisors, as deemed fit by the Audit Committee;
12) Evaluation of internal financial controls and risk management systems of the Company;
13) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems of the Company;
14) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;
15) Discussion with internal auditors of any significant findings and follow up thereon. To formulate the scope,
functioning, periodicity and methodology for conducting the internal audit in consultation with the Internal
Auditor;
16) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;
17) Discussion with statutory auditors before the commencement of audit, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;
18) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the
utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to
take up steps in this matter;
19) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
20) To review the functioning of the whistle blower mechanism and the vigil mechanism instituted by the
Company. The vigil mechanism to provide for adequate safeguards against victimization of employees and
directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit
Committee or the director nominated to play the role of Audit Committee, as the case may be, in exceptional
cases;
21) To approve the appointment of the chief financial officer of the Company (i.e., the whole-time finance
director or any other person heading the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;
22) To review the following information as prescribed under clause 49(III)(E) of the Listing Agreement:
(a) Management discussion and analysis of financial condition and results of operations;

(b) Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;
(c) Management letter/ letters of internal control weaknesses issued by the statutory auditors;
(d) Internal audit reports relating to internal control weaknesses; and
(e) The Appointment, removal and terms of remuneration of the chief internal auditor.
23) All Related Party Transactions shall require prior approval of the Audit Committee. However, the Audit
Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the
company subject to the following conditions:
(a) The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the
policy on Related Party Transactions of the company and such approval shall be applicable in respect of
transactions which are repetitive in nature.

(b) The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in
the interest of the Company;
(c) Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of
transaction, maximum amount of transaction that can be entered into, (ii) the indicative base
price/current contracted price and the formula for variation in the price if any and (iii) such other
conditions as the Audit Committee may deem fit;
Provided that where the need for Related Party Transactions cannot be foreseen and aforesaid details
are not available, Audit Committee may grant omnibus approval for such transactions subject to their
value not exceeding Rs.1 crore per transaction.
(d) Audit Committee shall review, atleast on a quarterly basis, the details of RPT's entered into by the
Company pursuant to which the omnibus approval was given.
(e) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh
approval after the expiry of one year.
24) To review financial statements of, and investments made by, unlisted subsidiaries of the Company in
accordance with clause 49(V)(B) of the Listing Agreement;
25) To formulate a policy for determining 'material subsidiaries' in accordance with clause 49(V)(D) of the Listing
Agreement keeping in mind the following factors as provided under the Listing Agreement for further
approval of the Board;
26) To recommend a proper system for storage, retrieval, display or printout of the electronic records, as the
Audit Committee may deem appropriate;
27) To be present at the annual general meeting through the Chairman of the Audit Committee to answer the
shareholder queries; and
28) To carry out any other function as may be specified by the Board from time to time.
The Terms and Powers of the Audit Committee are in compliance with the requirements of Companies Act,
2013 and Clause 49 of the Listing Agreement.
STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board in compliance with the requirements with the Section 178 of the Companies Act, 2013 renamed the
Shareholders & Investors Grievance Committee as "Stakeholders Relationship Committee."
The Composition of the Stakeholders Relationship Committee along with the attendance of the members of the
Committee is as follows:


held up to Meetings
31.03.2015 Attended
Mr. Anand J. Vashi* Independent Non-Executive Director 4 4

Chairman
Mr. Vinod N. Joshi Independent Non-Executive Director 4 3
Mr. Tarak A. Patel Promoter Non- Independent 4 4

Non-Executive Director

Mr. Jatin V. Daisaria Promoter Non- Independent 4 3
Mr. Upen M. Doshi Independent Non-Executive Director 4 4
* Resigned on19th March, 2015

The Shareholders & Investors Grievance committee inter-alia reviews quarterly reports of Registrar & Transfer
Agent regarding various types of complaints/ requests received, resolved and pending, if any. It also reviews
quarterly shareholding patterns etc.
NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee along with the attendance of the members of
the Committee is as follows:
held up to Meetings
31.03.2015 Attended
Mr. Upen M. Doshi* Independent Non-Executive Director 2 1

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

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

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

Mr. Vinod N. Joshi# Independent Non-Executive Director 2 1
* Chairman, w.e.f. 12th August, 2014

** Chairman, up to 28th May, 2014 and Member up to 19th March, 2015
# Member w.e.f. 3rd February, 2015

Scope:
The Board of Directors at its meeting held on August 12, 2014, revised the terms of reference of the Committee to
meet the requirements of the Companies Act, 2013.
The revised and enhanced scope of the Committee is as follows:
1. To identify suitable candidates for directorship and senior management of the Company in accordance with
the criteria laid down, recommend to the Board their appointment and removal, and undertake evaluation of
every director's performance;
2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board, a policy relating to the remuneration for the directors, key managerial personnel
and other employees of the Company. The said policy will be disclosed in the Board's report.
The Nomination and Remuneration Committee shall, while formulating the aforesaid policy, to ensure that:
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to executive directors, key managerial personnel and senior management of the Company
involves a balance between fixed and incentive pay, reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.
3. To consider the following while approving the remuneration payable to a manager, managing director or a
whole time director under Section II or Section III of Part II of Schedule V to the 2013 Act and section 197 of
the 2013 Act:
(a) take into account, financial position of the Company, trend in the industry, appointee's qualification,
experience, past performance, past remuneration, etc.;
(b) to bring about objectivity in determining the remuneration package while striking a balance between the
interest of the Company and the shareholders.
4. To ensure that on appointment to the Board, independent directors receive a formal letter of appointment
setting out clearly what is expected from them in terms of time-committee, committee service and
involvement outside meetings of the Board;
5. To formulate the evaluation criteria for performance evaluation of independent directors and the Board;
6. To devise a policy on Board diversity;
7. To recommend to the Board, the plans for orderly succession for appointments to the Board and to senior
management of the Company;
8. The Chairperson of the Nomination and Remuneration Committee or in his/her absence any other member of
the committee duly authorized by him/her in this behalf to attend the general meetings of the Company and
answer queries of shareholders (if any); and
9. To consider any other matters as may be requested by the Board.
Nomination, Remuneration and Evaluation Policy:

This Nomination, Remuneration and Evaluation Policy (the "Policy") applies to the Board of Directors (the "Board")
and the Key Managerial Personnel (the "KMP") of Skyline Millars Limited (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules
thereto and Clause 49 under the Listing Agreement.
1) Purpose
The primary objective of the Policy is to provide a framework and set standards for the nomination,
remuneration and evaluation of the Directors and Key Managerial Personnel. The Company aims to achieve a
balance of merit, experience and skills amongst its Directors and Key Managerial Personnel.
2) Accountabilities
2.1) The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.
2.2) The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors and

Key Managerial Personnel of the Company to the Nomination and Remuneration Committee which makes
recommendations & nominations to the Board.
3) Appointment of Directors & KMPs
3.1) Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of
KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to
the Board. When recommending a candidate for appointment, the Nomination and Remuneration
Committee has regard to:
assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills,
regional and industry experience, background and other qualities required to operate successfully in the
position, with due regard for the benefits from diversifying the Board;
the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work
constructively with the existing directors and enhance the efficiencies of the Company;
the skills and experience that the appointee brings to the role of KMP;
the nature of existing positions held by the appointee including Directorships or other relationships and the
impact they may have on the appointee's ability to exercise independent judgment;
3.2) Personal specifications:
At least a Degree holder in one or more relevant disciplines;
Experience of management in a diverse organization;
Excellent interpersonal, communication and representational skills;
Demonstrable leadership skills;
Commitment to high standards of ethics, personal integrity and probity;
Commitment to the promotion of equal opportunities, community cohesion and health and safety in the
workplace;
Having continuous professional development to refresh knowledge and skills.
3.3) Letters of Appointment
Each Director / KMP is required to sign the letter of appointment, as acceptance of the offer, with the Company
containing the terms of appointment and the role assigned in the Company.
4) Remuneration of Directors and Key Managerial Personnel
The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to

attract, retain and motivate Directors and Key Management Personnel.

The Directors and Key Management Personnel's salary shall be based & determined on the individual person's
responsibilities and performance and in accordance with the limits as prescribed statutorily, if any.
The Nominations & Remuneration Committee determines individual remuneration packages for Directors
and KMPs of the Company taking into account factors it deems relevant, including but not limited to market,
business performance and practices in comparable companies, having due regard to financial and
commercial health of the Company as well as prevailing laws and government/other guidelines. The
Committee consults with the Chairman of the Board as it deems appropriate.
4.1) Remuneration of the Executive Director is recommended by the Committee to the Board of the Company.
Your Company is not paying any remuneration to its Directors except sitting fees for attending the Board and
Committee Meetings.
The details of sitting fees paid to the Directors for attending the Board / Committee Meetings of the Company
during the year and their shareholdings are as follows:

Name of Board Audit Stake- Nomination Manag- Indepen- Total No. of

Meeting Comm- holders & Remun- ement Sitting
the dent Shares held
Rs. ittee Relation- eration Committee fees
Director Directors as on
Rs. ship Comm- Meeting Rs. St
Committee ittee Meeting 31 March ,
Rs.
Rs. Rs. Rs. 2015
Mr. Anand 1,60,000 80,000 80,000 40,000 NIL 60,000 4,20,000 11,000
J. Vashi

Mr. Ashok 1,60,000 NIL NIL NIL NIL NIL 1,60,000 7,85,230
J. Patel
Mr. Vinod 1,40,000 70,000 70,000 30,000 50,000 60,000 4,20,000 1,000
N. Joshi
Mr. Tarak 1,60,000 NIL 80,000 NIL NIL NIL 2,40,000 73,000
A. Patel
Mr. Jatin 1,40,000 NIL 70,000 30,000 NIL NIL 2,40,000 NIL
V. Daisaira
Mr. Upen 1,60,000 80,000 80,000 30,000 NIL 60,000 4,10,000 100
M. Doshi
Mr. Shilpin 1,60,000 NIL NIL 40,000 NIL NIL 2,00,000 NIL
K. Tater
Mr. Maulik 1,40,000 70,000 NIL NIL NIL NIL 2,10,000 9,510
H. Dave
Mrs. Soha NIL NIL NIL NIL NIL NIL NIL NIL
S. Shirke*
*Appointed as an additional Director w.e.f. 26/03/2015

Risk Management Committee:
The Board in compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchange
constituted a Risk Management Committee.
The Composition, Role, Terms of Reference as well as Powers of the Risk Management Committee of the Company
meet the requirements of Clause 49 of the Listing Agreement.
Composition:
The Risk Management Committee comprises of 4 members which includes 3 Directors and 1 members of Senior
Management. Company Secretary is the Secretary of the Committee.

The composition of the Risk Management Committee and category of Members is given in the table below:
Name of Director Category
Mr. Vinod Joshi-Chairman Non- Executive and Independent Director
Mr. Maulik H. Dave Whole-time Director
Mr. Tarak A. Patel Non-Executive Director
Mr. Shivakumar Aiyar Chief Financial Officer

Risk Management Policy:

The Board of Directors has constituted a Risk Management Policy to comply with the requirements of the Clause
49 of the Listing Agreement. The Risk Management Policy is displayed on the Company's website and can be
accessed in the link provided herein below: www.skylinemillarsltd.com
a) General Body Meeting:

Details of the last three Annual General Meetings are given below;
Financial Date Time Venue Special

Year
Resolution(s)
2013-14 24/09/2014 11.00 a.m. Babasaheb Dahanukar Sabha 1
Griha, 6th Floor, Oricon House,
12 K Dubash Marg, (Rampart
Row), Fort, Mumbai - 400 023
2012-13 27/09/2013 11.00 a.m Club House , Skyline Oasis , Nil

Premier Road , Near Vidyavihar
Railway Station, Ghatkopar
(West), Mumbai - 400 086
2011-12 18/09/2012 11.00 a.m. Babasaheb Dahanukar Sabha Nil

Griha, 6th Floor, Oricon House,
12 K Dubash Marg, (Rampart
Row), Fort, Mumbai - 400 023
b) Extra-ordinary General Meeting.

No Extra Ordinary General Meeting of the Shareholder was held during the year 2014-2015
(i) Postal Ballot:
No Postal Ballot was conducted during the year 2014 -2015

(ii) Special Resolutions.

A Special Resolution was passed by the Company in the 94th Annual General Meeting for appointment of Mr.
Maulik H.Dave, as Whole-time Director of the Company for a period of 5 years w.e.f. 28th May, 2014.
DISCLOSURES
a. Related Party Transactions
The details of all transactions with related parties were placed before the Audit Committee and Board Meeting
on quarterly basis. The Board has approved a policy for related party transactions which has been uploaded on

the Company's website at the following link
lhttp://www.skylinemillarsltd.com/Policy_on_Related_Party_Transactions.pdf
b. Details of non-compliance by the company, penalties, strictures imposed on the company by Stock
Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:
The Company has received Notice under Rule 4 of SEBI (Procedure for Holding Inquiry and imposing Penalties by
Adjudicating officer) Rule 1995 reed with Section 15-I of the Securities and Exchange Board of India Act, 1992 dt.
th
16 September, 2013 for alleged violation of Regulation 8(2) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997. Further Company received an adjudication order from SEBI dt. 30th May, 2014
imposing a penalty of Rs.9,50,000/- (Rupees Nine Lacs Fifty Thousand only). Company filed an appeal at Securities
Appellate Tribunal (SAT) Challenging in the order of SEBI. However as on date of signing of this report, the said
matter is pending at Securities Appellate Tribunal (SAT).The Company also received a notice from BSE Limited
th
dt.29 January, 2015 imposing fine for late submission of Annual Report for the year 2014 as per clause 31 of the
listing agreement. However the Company has paid penalty of Rs.1,124/- [Rupees One Thousand One Hundred
Twenty Four Only] and the said default was made good.
c. The Company has adopted Whistle Blower Policy and it is fully implanted by Management. No personnel
has been denied access to the Audit committee.
d. No personnel has been denied access to the Audit Committee. The said policy has been also put up on
the website of the Company at the following link.
http://www.skylinemillarsltd.com/Vigil_Mechinism_policy_of_SML.pdf
e. Compliances with mandatory and non-mandatory requirements of clause 49 of the Listing agreement.
The Company has complied with mandatory and non-mandatory requirements of clause 49 of the listing
agreement requiring it to obtain a certificate from either the auditors or practicing company secretaries regarding
compliance of conditions of corporate governance as stipulated in this clause and annex the certificate with the
Directors Report., which is sent annually to all the shareholders of the Company. We have obtained a certificate to
this effect from the auditors and the same is given as an annexure to the Directors Report.
f. Financial Controller certificate as per clause 49 of the Listing Agreement Financial Controller has
duly submitted a certificate to the Board as required under Clause 49(V) of the Listing Agreement, which is
appended herewith.
g. Management Discussion and Analysis

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

MEANS OF COMMUNICATION:
a) Quarterly Results: The approved financial results are forthwith sent to stock exchanges where the shares are
listed and are displayed on the Company's website: www.skylinemillarsltd.com and are generally published in
the FreePress Journal and Navshakti newspapers.
b) Website: The Company's website www.skylinemillarsltd.com contains a separate dedicated section for
Investors where Shareholders information is available. Quarterly Results, Annual Reports, Code of Conduct,
Presentation to Investors, Shareholding Pattern, etc. are also available on the website.
GENERAL SHAREHOLDER INFORMATION:
1. Annual General Meeting:
95th Annual General Meeting of the Company will be held on Wednesday September 30th, 2015 at
2.30 p.m. at Babasaheb Dahanukar Sabha Griha , 6th Floor, Oricon House, 12 K. Dubhash Marg (RAMPART
ROW) , Fort, Mumbai - 400 023 .
2. The Financial year of the Company is from April to March and schedule for the financial year 2015-16 is
given below:
First quarter results (30th June) 2nd week of August, 2015
Mailing of Annual Reports 4th week of August, 2015
Annual General Meeting 30th September, 2015
Second quarter results (30th September) 2nd week of November, 2015
Third quarter results (31st December) 2nd week of February, 2016
Fourth quarter Results 2nd Week of May, 2016

th th
3. Date of Book Closure: 24 September, 2015 to 30 September 2015.
4. Listing on Stock Exchange: Bombay Stock Exchange Limited. (Code 505650) / Ahmedabad Stock Exchange
Limited (Code 1310)
5. Dematerialization: ISIN Number INE178E01026
The shares of the Company are under demat trading. The Company has made necessary arrangements with
CDSL and NSDL for demat facility and almost 90.15% of the Company's share capital is in demat form as on
31st March, 2015.
6. Registrar & Share Transfer Agent:
Link Intime India Private Limited acts as the Registrars and Share Transfer Agents of the Company. Share
transfers, dividend payment, requests for duplicates, revalidation, transmission and other investor related
requests are attended by M/s Link Intime India Private Limited at its Registered Office situated at:
Link Intime India Private Limited (Formerly IntimeSpecturm Registry Limited)
C-13, Pannalal Silk Mills Compound,L.B.S Marg, Bhandup (West). Mumbai - 400 078
Tel no: -91-22- 2594 69 70 | Fax no: - 91-22-2594 69 69
Email: - rnt.helpdesk@linkintime.co.in www.linkintime.co.in

7. Share Transfer System:

The entire share transfer requests lodged with the Registrar & Share Transfer Agent are processed within a
maximum period of 15 days provided all the documents are submitted.
8. Market Price Data**
Bombay Stock Exchange

Month High Low
April, 2014 3.69 2.67

May, 2014 5.57 2.65
June, 2014 4.70 3.40
July, 2014 3.92 3.09
August, 2014 4.50 3.25
September, 2014 5.39 3.37
October, 2014 5.60 3.17
November, 2014 4.95 3.00
December, 2014 4.63 3.16
January, 2015 5.50 3.03
February, 2015 5.98 3.69
March, 2015 5.00 3.00
(The above said Information has been sourced from Bombay Stock Exchange Limited)
9. Shareholding Pattern as on March 31, 2015
Category No. of shares held % of paid - up capital

Promoters (Including persons acting in concert) 2,88,29,931 71.67
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 1,01,05,530 25.13
Private Corporate Bodies 12,07,042 3.00
Others 80,747 0.20
Total 4,02,24,250 100.00

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

No. of Equity Percentage of Percentage of
No. of Total No.
Shares Held Shareholdings shares held
shareholders of Shares
(Face Value ` 1/- each) % %
1 - 500 1925 39.45 689363 1.71
501 - 1000 1477 30.27 1351161 3.36
1001 - 2000 735 15.06 1281080 3.18
2001 - 3000 240 4.92 652263 1.62
3001 - 4000 96 1.97 357735 0.89

4001 - 5000 135 2.77 654888 1.63
5001 - 10000 141 2.88 1127655 2.81
10001 - ***** 131 2.68 34110105 84.80
Total 4,880 100.00 4,02,24,250 100.00
11. The Name & address of the Compliance Officer;

Mr. Ganesh R. Nalawade, Company Secretary & Compliance Officer * w.e.f. 08/06/2015
Skyline Oasis Gate No.2, 412/413, Skyline Wealthspace,
Premier Road, Vidyavihar (West),
Mumbai-400086
Tel: 022-25162506
Email:millars@vsnl.com
12. Dematerialization: ISIN Number INE178E01026

As on March 31, 2015, 90.16% of the Company's total shares representing 3,62,65,410shares are
held in dematerialized form and the balance 39,58,840 representing 9.84% shares are in Physical Form.
13. Company has not issued ESOP or any GDRs /ADRs /Warrants /Convertible Instrument.
14. DECLARATION UNDER CLAUSE 49 II (E) (2) OF THE LISTING AGREEMENT

As provided under Clause 49 II (E) of the Listing Agreement with Stock Exchange, I hereby affirm that all the
Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code
of Conduct for Board Members and Senior Management Personnel as applicable to them for the year ended
March 31, 2015.
For Syline Millars Limited

Maulik H. Dave
Mumbai, August 6, 2015 Whole-time Director

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

We, Mr. Maulik H. Dave Whole-time Director and Mr. Shivakumar Aiyar ,Chief Financial Officer do hereby
certify to the Board that:
a) We have reviewed the Financial Statements and the Cash Flow Statement for the year ended March 31, 2015
and that to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
ii. these statements together present a true and fair view of the company's affairs and are in compliance with

existing Accounting Standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violation of the Company's Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting
and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.
d) We have indicated to the auditors and the Audit Committee, the following:
i. significant changes in internal control over financial reporting during the year, if any;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company's internal control system over
financial reporting.
Maulik H. Dave Shivakumar Aiyar

Whole-time Director Chief Financial Officer
DIN: 01448536

INDEPENDENT AUDITOR'S REPORT

To the Members of
Report on the Financial Statements
We have audited the accompanying Financial Statements of SKYLINE MILLARS LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for
the year then ended, and a summary of significant accounting policies and other explanatory information
Management's Responsibility for the Financial Statements

The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5)
of the Companies Act, 2013 ('the act') with respect to the preparation of these Financial Statements that give a true
and fair view of the financial position, financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified under Section
133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation
and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our
audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether the Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Company's preparation of the Financial
Statements, that give a true and fair view, in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an
adequate internal financial controls system over financial reporting and the operating effectiveness of such controls
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by the Company's management and Board of Directors, as well as evaluating the
overall presentation of the Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Financial Statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company
as at 31st March 2015, its loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act ("the Order"), we give in the Annexure a statement on the matters
specified in paragraphs 3 and 4 of the Order.
As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears
from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in
agreement with the books of account;
d) In our opinion, the aforesaid Financial Statements comply with the applicable Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014
NOTICE
e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as
a director in terms of Section 164(2) of the Act.
f) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according
to the explanations given to us, we report as under::
MAP
i. The Company has disclosed the impact of pending litigation on its financial position in its financial
statements. Refer Note 29 of the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there are any
material foreseeable losses;
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and
Protection Fund by the Company.
For Manubhai & Shah
Chartered Accountants
(Firm's Registration No.: 106041W)
Kshitij M Patel
Place : Mumbai (Partner)
Date : 15th May 2015 (Membership No.: 045740)
95th ANNUAL REPORT 2014-15 56 8

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under " Report on other Legal and Regulatory Requirement "
section of our report of even date.)
On the basis of such checks as we considered appropriate and according to the information and explanations given
to us during the course of our audit, we report that:
1. (a) The Company has maintained proper records showing full particulars, including quantitative details
and situation of fixed assets;
(b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as
informed to us no material discrepancies were noticed on such verification;
2. (a) The inventory have been physically verified by the Management at the end of the year or after the close
of the year.
(b) The procedure of physical verification of stocks followed by the management are reasonable and
adequate in relation to the size of the Company and the nature of its business.
(c) The Company is maintaining proper records of inventory. The discrepancies noticed on physical
verification of stocks as compared to the books records were not material and the same has been
properly dealt with in the books of accounts.
3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in
the register maintained under section 189 of the Companies Act 2013.Therefore the provisions of the clause
(iii) (a) and (b) of the Companies (Auditors Report) Order,2015 are not applicable for the year under report.
4. In our opinion and according to the information and explanations given to us, there is adequate internal
control system commensurate with the size of the Company and the nature of its business, for the purchase of
fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the
Company and according to the information and explanations given to us, no major weakness has not been
noticed or reported.
5. In our opinion and according to the explanation given to us, the Company has not accepted any deposits from
the public within the meaning of Section 73 to 76 of the Companies Act, 2013 and the rules framed there
under.
6. The provisions of clause 3(vi) of the order are not applicable to the company as the company is not covered by
the Companies ( Cost Records and Audit )Rules, 2014.
7. (a) According to the information and explanations given to us and based on the records of the company
examined by us, the company is generally regular in depositing the undisputed statutory dues, including
Provident Fund , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom
Duty, Excise Duty, value added tax, cess and other material statutory dues, as applicable, with the
appropriate authorities ;
According to the information and explanations given to us and the records of the Company examined by
us, in our opinion, no undisputed amounts payable in respect of Provident Fund , Employees' State

Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax,
cess and any other material statutory dues, as applicable, were in arrears as at last day of financial year for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and as per the records of the Company, the
particulars of dues of income tax, sales tax, wealth tax, service tax, duty of customs duty of excise, value
added tax or cess as at last day of financial year which have not been deposited on account of dispute, is
as follows:
Financial Year Forum where

Name of the Amount
Nature of dues to which the the dispute
statute (Rs.)
AUDITOR'S REPORT
amount relates is pending
Central Sales Deputy

Tax, Local Sales 2001-2002 to
CST, BST & WCT 4,39,27,899/- Commissioner
Tax and Works 2004-2005
Appeal
Contract Tax
(c ) The amounts required to be transferred to the Investor Education and Protection Fund in accordance
with the relevant provisions of the Companies Act ,1956 ( 1 of 1956) and the rules made there under has
been transferred to the fund within time.
NOTICE
8. The Company has no accumulated losses as at 31st March 2015 and has incurred cash losses in the financial
year ended on that date but it has not incurred cash loss in the immediately preceding financial year.
9. According to the records of the Company examined by us and the information and explanation given to us, the
INDEPENDENT
Company has generally not defaulted in repayment of dues to any financial institution or banks. The Company
has not issued any debentures. MAP
10. In our opinion, and according to the information and explanations given to us, the Company has not given any
guarantee for loan taken by others from a bank or financial institution during the year
11. In our opinion, and according to the information and explanations given to us, the term loans have been
applied for the purposes for which they were obtained.
12. According to the information and explanations given to us , no fraud on or by the company has been noticed or
reported during the year.
For Manubhai & Shah
Chartered Accountants
(Firm's Registration No.: 106041W)
Kshitij M Patel
(Partner)
Place : Mumbai
(Membership No.: 045740)
Date : 15th May 2015

8
BALANCE SHEET AS AT 31st MARCH, 2015

(Amount in `)
Note No. As at As at
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share Capital 2 4,02,24,250 4,02,24,250
Reserves and Surplus 3 32,28,73,644 37,08,03,918
NON-CURRENT LIABILITIES
Long-term Borrowings 4 2,95,64,261 3,95,72,512
Deferred Tax liabilities (Net) 5 1,08,89,372 66,44,925
Other Long Term Liabilities 6 21,25,916 21,25,916
Long Term Provisions 7 1, 14,41,864 1,16,31,393
CURRENT LIABILITIES
Short-term borrowings 8 1,31,87,959 -
Trade Payables 9 1,43,29,290 1,93,68,502
Other Current Liabilities 10 2,44,98,955 1,98,00,979
Short-Term Provisions 11 65,50,611 895,268
BALANCE SHEET
Total 47,56,86,122 51,10,67,663

ASSETS
NON-CURRENT ASSETS
Fixed assets
Tangible Assets 12 17,54,94,203 18,42,27,768
Intangible Assets 12 93,975 -
Capital Work-in-Progress 12 9,46,643 -
17,65,34,821 18,42,27,768
Non-Current Investments 13 309,532 308,008
Long Term Loans And Advances 14 2,45,47,236 2,47,17,382
Other Non-Nurrent Assets 15 15,40,70,672 14,33,09,807
CURRENT ASSETS
Inventories 16 4,76,56,165 6,53,67,273
Trade Receivables 17 3,00,48,847 2,88,07,698
Cash and Bank Balances 18 2,32,65,620 4,34,82,717
Short-term Loans and Advances 19 23,94,887 35,06,397
Other Current Assets 20 1,68,58,342 1,73,40,613
Total 47,56,86,122 51,10,67,663
Significant Accounting Policies 1
Contingent Liabilities, Capital and other commitments 29
Notes are integral part of the Financial Statements.
As per our Report of even date
For MANUBHAI & SHAH For and on behalf of the Board of Directors
Chartered Accounts Mr. Tarak A. Patel Mr. Jatin V. Daisaria
FRN 106041W (Director) (Director)
MR. KSHITIJ M. PATEL
Partner Mr. Shivakumar Aiyar
Membership No. 045740 (Chief Financial Officer)
Mumbai, May 15, 2015. Mumbai, May 15, 2015.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2015
(Amount in `)
Note No. Year Ended Year Ended
INCOME
Revenue from operations (Gross) 21 6,56,57,954 14,79,13,303
Less: Excise Duty (39,31,418) (36,02,466)
Revenue from operations (Net of excise duty) 6,17,26,536 14,43,10,837
Other Income 22 68,75,714 1,25,66,825
Total Income 6,86,02,250 15,68,77,662
STATEMENT OF PROFIT AND LOSS

EXPENSES
Cost of Materials Consumed 23 1,53,58,468 1,94,72,276
Purchase of Stock-in-Trade 24 27,37,520 26,90,636
Changes in Inventories of finished goods, 25 1,53,48,278 (23,67,757)
Work-in-Process and Stock-in-Trade
Cost of Flats Transferred 9,58,863 9,20,03,912
Employee Benefits Expenses 26 1,38,15,777 1,23,69,830
Other Expenses 27 4,51,37,546 2,42,67,900
Total Expenses 9,33,56,452 14,84,36,797
EARNINGS BEFORE INTEREST, TAX,
DEPRECIATION AND AMORTISATION (EBITDA) (2,47,54,202) 84,40,865
Depreciation and Amortization Expense 12 1,03,44,979 37,19,550
Finance Costs 28 83,75,820 25,13,313
PROFIT / (LOSS) BEFORE EXTRAORDINARY & EXCEPTIONAL ITEMS (4,34,75,001) 22,08,002
EXTRAORDINARY/EXCEPTIONAL ITEMS - -
PROFIT/ (LOSS) BEFORE TAX (4,34,75,001) 22,08,002
Less: Tax expense
Current tax - 573,369
MAT Credit Entitlement - (573,369)
Deferred tax 42,44,447 5,338,963
PROFIT AFTER TAX (4,77,19,448) (31,30,961)
Earning per share Basic and diluted 36 (1.19) (0.08)
(Face value of `1 each)
Significant Accounting Policies 1

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

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2015
1) SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis for preparation of financial statements

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

The preparation of financial statements in conformity with the generally accepted accounting principles in
India ('Indian GAAP') requires that the management makes estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial
statements, and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
1.2 Summary of Significant Accounting polices

(a) Revenue Recognition
Manufacturing Division:
i) Revenue from sale of goods is recognized when all the significant risks and rewards of ownership in the
goods are transferred to the buyer as per the terms of the contract, the company retains no effective
control of the goods transferred to a degree associated with ownership and no significant uncertainty
exists regarding the amount of consideration that will be derived from the sale of goods. Sales are
recognized net of trade discounts, rebates, sales taxes and excise duties on goods manufactured and
outsourced.
ii) Income from Services rendered is recognized based on agreements/arrangements with the customers
on completion of Service when no significant uncertainty exists regarding the amount of consideration
that will be derived from rendering of service and is recognized net of service tax, as applicable.
Realty Division
i) Sales of Flats & Commercial Offices are accounted only after receiving full consideration against the
Sale Agreements.
ii) Other Projects

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

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

i) Tangible Fixed assets are stated at cost less accumulated depreciation and accumulated impairment
losses, if any. Subsequent expenditures related to an item of tangible asset are added to its book value
only if they increase the future benefits from the existing asset beyond its previously assessed standard

of performance. Cost includes all expenses related to the acquisition and installation of fixed assets.
Tangible assets not ready for the intended use on the date of the Balance sheet are disclosed as "Capital
work-in-progress".
ii) Depreciation has been provided on a pro-rata basis on the straight line method based on the 'Useful
lives' prescribed under Schedule II to the Companies Act, 2013.
(c) Impairment of Asset

The Company reviews the carrying values of tangible assets for any possible impairment at each balance
sheet date. An impairment loss is recognized when the carrying amount of an asset exceeds its
recoverable amount. In assessing the recoverable amount, the estimated future cash flows are discounted
to their present value based on appropriate discount rates.
(d) Investments
Long term Investments are carried at cost. Provision for diminution in the value of long-term investments is
made only if such a decline is other than temporary in the opinion of the management. Long term
Investments being Mutual Funds of DSP Merill Lynch were redeemed during the current year & the
resulting surplus on the same has been credited to Revenue. Current investments are carried at lower of
cost and fair value. The comparison of cost and fair value is done separately in respect of each category of
investments.
(e) Trade Receivables

Trade receivables are stated after making adequate provisions for doubtful balances.
(f) Inventories
Manufacturing Division:
I) Raw Materials, Components, Packing Materials, Stock in trade, Stores and Spare Parts are valued at
lower of cost and net realizable value. Work-in-Process of the Construction Machinery is valued at
estimated cost.
ii) Finished Goods are valued at lower of cost or net realizable value.
Realty Division:
I) Work-in-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' Benefits

i) The Company's contribution to Provident Fund and ESIC are charged to the Statement of Profit And
Loss.
ii) Liability for Payment of gratuity to employees is covered through the Group Gratuity Schemes of Life
Insurance Corporation of India. Gratuity is accounted on the basis of the premium paid to Life
Insurance Corporation of India under the Group Gratuity Scheme.
iii) Provision for Leave Encashment is determined on basis of actuarial valuation. (Note 35)
(h) Foreign Exchange Transactions

Transactions 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.
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) Taxation
Tax expenses comprises current tax and deferred tax. Provisions for income tax are made in accordance
with the Income Tax Act, 1961.
Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences,
subject to the consideration of prudence. Deferred tax assets are recognized and carried forward only to
the extent that there is reasonable certainty that sufficient future taxable income will be available against
which such deferred tax assets can be realized. In situations where the company has unabsorbed
depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual
certainty supported by convincing evidence that they can be realized against future taxable profits. The
carrying amount of deferred tax assets is reviewed at each balance sheet date for any write down, as
considered appropriate.
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 Cost

Borrowing 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 / Provisions

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

The 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.
(n) Segment Reporting

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

Notes to financial statements for the year ended 31st March, 2015 (Amount in `))
As at As at
2) SHARE CAPITAL
Authorised :-
10,00,00,000 (Previous year 10,00,00,000) 10,00,00,000 10,00,00,000
Equity Shares of Re 1/- each

Issued Subscribed and Paid up :-
4,02,24,250 (Previous year 4,02,24,250) 4,02,24,250 4,02,24,250
Equity Shares of Re 1/- each
4,02,24,250 4,02,24,250
As at As at
Notes : 31st March, 2015 31st March, 2014
a) 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
At the beginning of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250
Add: Issued during the year - - - -
Less: Cancelled / Bought Back - - - -
Outstanding at the end of the year 4,02,24,250 4,02,24,250 4,02,24,250 4,02,24,250
As at As at
b) Details of Shareholders holding No of Percentage No of Percentage
more 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 53,97,770 13.42
A. J. Patel Investments & Trading 21,88,500 5.44 21,88,500 5.44
Co. Pvt. Ltd.
c) Terms / Rights attached to Equity Shares

The Company has only one class of shares referred to as Equity Shares having a par value of `1/- per share.
Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividends
in Indian Rupees. Payment of Dividend is also made in foreign currency to shareholders outside India.
The Dividend (if any) proposed by the Board of Directors is subject to the approval of the share holders at
the Annual General Meeting, except in the case of Interim Dividend. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the company after distribution of all
preferential amounts, in proportion to their shareholding.

Notes to financial statements for the year ended 31st March, 2015
(Amount in `))
As at As at
3) RESERVES AND SURPLUS
a) Capital Reserve
As per last Balance Sheet 27,85,361 27,85,361
Add: Changes in the current year - -
Closing balance 27,85,361 27,85,361

b) Preference Shares Redemption Reserve
As per last Balance Sheet 57,37,100 57,37,100
Add: Changes in the current year - - -
Closing balance 57,37,100 57,37,100
c) Securities Premium Account
As per last Balance Sheet 12,94,37,050 12,94,37,050
Add: Changes in the current year - - -
Closing balance 12,94,37,050 12,94,37,050
d) General Reserve
Add: Transfer from Statement of
Profit and Loss - -
Closing balance 2,81,00,000 2,81,00,000
e) Surplus in Statement of Profit and Loss
Add: Mat Credit Entitlement 26,71,338
Add: Net profit after tax transferred from
Statement of Profit and Loss (4,77,19,448) (31,30,961)
15,70,24,959 20,47,44,407
Less : Appropriations:
Transfer from Assets whose Balance Useful Life is (2,10,826)
NIL as per Schedule II of Companies Act, 2013
Closing balance 15,68,14,133 20,47,44,407
32,28,73,644 37,08,03,918
4) LONG-TERM BORROWINGS
Term Loan (For Wada Unit from Bank of Maharashtra) 4,01,04,261 4,48,42,512
Less : Current maturities of Long Term
Borrowings (Ref. to note 10) (1,05,40,000) 52,70,000
2,95,64,261 3,95,72,512
(Utilised Rs. 588 lacs out of sanctioned amount of Rs. 605.94 lacs
secured against the mortgage of Land & Building and Hypothecation of
Plant & Machinery of Wada unit, out of which Rs.186.96 lacs is
paid upto 31st March'2015; Loan carries Interest rate of 14.75% p.a.
(approx.) & has term of 6 years commencing from June'13)

(Amount in `))
As at As at
5) DEFERRED TAX LIABILTIES (NET)
Deferred tax liabilities
Difference between the Written Down Value
of fixed assets as per the books of

Account and Income Tax Act, 1961 1,18,06,576 73,62,572
Deferred tax Assets
Provision for Doubtful Debts (4,09,756) (3,99,252)
Expenses allowed for tax purpose on payment basis (5,07,448) (3,18,395)
Net deferred tax (liability) 1,08,89,372 66,44,925
6) OTHER LONG TERM LIABILITIES

Other Liabilities 21,25,916 21,25,916
21,25,916 21,25,916
7) LONG TERM PROVISIONS

Provision for Income Tax (Net) 1,03,61,958 1,06,82,618
Provisions for Employees Benefits
Provisions for Compensated Absences 10,79,906 9,48,775
1,14,41,864 1,16,31,393
8) Short-Term Borrowings
Cash Credit Account # 1,31,87,959 -
# Secured against Hypothecation of Stock & Book Debts 1,31,87,959 -
9) TRADE PAYABLES
Trade Payables (Refer Note 34 for details of dues
to Micro, Small and Medium Enterprises ) 1,43,29,290 1,93,68,502
1,43,29,290 1,93,68,502
10) OTHERS CURRENT LIABILITIES

Current Maturities of Long Term Borrowings 1,05,40,000 52,70,000
(Term Loan for Wada Project - Refer note 4 for details)
Unclaimed Dividends 15,11,910 17,99,475
Advance Against sale of Flats 21,24,564 16,80,830
Advance Against sale of Office 30,78,320 -
Statutory Dues 37,27,886 49,88,472
Payable to Employees 6,94,193 14,29,996
Advance Received from Customers 7,91,522 16,89,317
Others 20,30,560 29,42,889
2,44,98,955 1,98,00,979

(Amount in `))
As at As at
11) SHORT TERM PROVISIONS
Provision for Expenses 2,89,652 2,62,302
Provisions for Employees Benefits 5,67,582 6,32,966
Provision for sales tax liability 56,93,377 -

65,50,611 8,95,268
12) FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK

BOOK ADDITION DEDUCTION BOOK UP TO TOTAL DEDUCTION DEBIT TO DEPRE. AS ON AS ON
VALUE DURING DURING VALUE 01.04.2014 DEPRE. DURING OP P & L UP TO 31.03.2015 31.03.2014
DESCRIPTION
AS ON THE YEAR THE YEAR AS ON FOR THE THE YEAR 31.03.2015
01.04.2014 31.03.2015 YEAR
` ` ` ` ` ` ` ` ` ` `
Tangible Assets
LAND 2,78,79,000 - - 2,78,79,000 - - - - - 2,78,79,000 2,78,79,000
BUILDING & 5,21,98,690 2,90,407 - 5,24,89,097 20,67,658 17,54,591 - - 38,22,249 4,86,66,848 5,01,31,032
ELE. FITTINGS
RESIDENTIAL 14,429 - - 14,429 9,595 - - 4,834 14,429 - 4,834

QUARTERS
PLANT & MACHINERY 11,06,24,706 16,08,935 1,04,198 11,21,29,443 99,62,541 71,03,675 - - 1,70,66,216 9,50,63,227 10,06,62,163
FURN. FIXT. 27,16,150 21,868 - 27,38,018 4,79,495 2,73,743 - 15,305 7,68,543 19,69,475 22,36,655
OFFICE EQUIPMENT 14,11,815 85,938 - 14,97,753 2,57,854 2,93,836 - 1,42,993 6,94,683 8,03,070 11,53,961
COMPUTERS 16,10,720 - 7,83,975 8,26,745 12,02,868 2,03,740 7,83,975 47,694 6,70,326 1,56,419 4,07,852
VEHICLES 33,19,778 54,838 4,12,532 29,62,084 15,67,508 7,09,369 2,70,958 - 20,05,919 9,56,165 17,52,270
Intangible Assets - 1,00,000 - 1,00,000 - 6,025 - - 6,025 93,975 -
CWIP - ROAD - 9,46,643 - 9,46,643 - - - - - 9,46,643 -
GROSS TOTAL 19,97,75,288 31,08,629 13,00,705 20,15,83,212 1,55,47,518 1,03,44,979 10,54,934 2,10,826 2,50,48,390 17,65,34,821 18,42,27,768
PREVIOUS YEAR 16,95,62,188 13,55,79,905 10,53,66,806 19,97,75,287 1,18,27,970 37,19,550 - - 1,55,47,519 18,42,27,768 -

(Amount in `))
As at As at
13) NON-CURRENT INVESTMENTS
I. UNQUOTED
NON-TRADE
A. IN GOVERNMENT SECURITIES :

6 Years National Savings Certificates of
the face value of Rs. 2000/- Deposited with
Orissa State Sales Tax Authorities. 2,000 2,000
B. IN SHARES:
10 Shares of The Sankar Co-Operative
Premises Society Ltd., of the
Face Value Rs. 50 Each, Fully Paid Up. 500 500
10 Shares of Panchamahal Development

Co-Operative Society Limited of the
Face Value of Rs. 100/- Each, Fully Paid Up. 1,000 1,000
500 Equity Shares of Beclawant of India Ltd.,

of the Face Value of Rs. 100/- Each,
Fully Paid Up. (Under Liquidation) 50,000 50,000
1,60,000 Equity Shares of Pune Readymix

Concrete Industries Ltd., of the
Face Value of Rs. 10/- Each, Fully Paid Up. 16,00,000 16,00,000
10 Preferance Shares of Mukand Ltd., of the

Face Value of Rs. 10/- Each, Fully Paid Up 540 540
TOTAL UNQUOTED INVESTMENTS 16,54,040 16,54,040
II. QUOTED :-
A. IN SHARES, DEBENTURES OR BONDS :
4010 Equity Shares
(including 1335 Bonus Shares)
of GMM Pfaudler Ltd., of the
Face Value of Rs. 2/- Each,
Fully Paid Up Market Value Rs. 11,45,657/-
(Previous Year Rs. 4,20,649/-) 5,860 5,860
100 Equity Shares of Hydrabad Industries Ltd.

of the Face Value of Rs. 10/- Each Fully
Paid Up. Market Value Rs. 61,250/-.
(Previous Year Rs 30,205/-) 9,700 9,700
100 Equity Shares of Cranex Ltd., of

the face Value of Rs. 10/- Each, Fully Paid Up.
Market Value Rs. 531/- (Previous Year Rs 355/-) 1,100 1,100

(Amount in `))
As at As at
250 Equity Shares of Greaves Ltd., of the
Face Value of Rs. 2/- Each, Fully Paid Up.
Market Value Rs. 36,487/-
(Previous Year Rs. 20,213/-) 2,600 2,600
264 Equity Shares of Reliance Power Ltd.

(including 99 Bonus Shares) of the Face Value
of Rs.10/- Each Fully Paid Up
Market Value Rs. 14,929/- (Previous Year Rs.18,572/-) 74,250 74,250
750 Equity Shares of Coal India Ltd..

of the Face Value of Rs. 10/- Each fully paid up
Market Value Rs.2,71,800/-
(Previous Year Rs. 2,15,925/-) 1,81,125 1,81,125
40 Equity Shares of Mukand Ltd., of the

Face Value of Rs. 10 Each, Fully Paid Up.
Market Value Rs. 1,870/-
(Previous Year Rs. 940/-) 2,160 2,160
B. MUTUAL FUNDS
ICICI Prudential Liquid Plan-weekly dividend
reinvestment 234.106 Units
(Previous Year 197.500 Units
Face Value of Rs 10/- Market Value Rs . 28697/-
(Previous Year Rs. 27173/-) 28,697 27,173
TOTAL QUOTED INVESTMENTS (II) 3,05,492 3,03,968
TOTAL I + II 19,59,532 19,58,008

LESS: Diminution in the Value of Investments 16,50,000 16,50,000
TOTAL 3,09,532 3,08,008
As at (Amount in `))
31st March, 2015 As at 31st March, 2014
BOOK MARKET BOOK MARKET
VALUE VALUE VALUE VALUE
AGGREGATE VALUE OF SECURITIES
Quoted Investments 3,05,492 15,61,221 3,03,968 7,34,032
Unquoted Investments 4,040 - 4,040 -
3,09,532 15,61,221 3,08,008 7,34,032

(Amount in `))
As at As at
14) LONG TERM LOANS AND ADVANCES
Unsecured and Considered Good:
Other loans & Advances :
Advances Recoverable in Cash or in Kind or

for value to be received subject to confirmations. 2,09,00,000 2,09,00,000
Advances to staff - 16,618
Security Deposits 36,47,236 38,00,764
- -
2,45,47,236 2,47,17,382
15) OTHERS NON CURRENT ASSETS

Karjat Riverside Building - Work in Progress 4,57,27,050 3,51,01,698
Transferable Development Rights 2,93,80,340 2,93,80,340
Karjat Property - Plot No. 86 4,97,22,883 4,94,82,984
Book Value of Ghatkopar Project 2,59,60,831 2,59,60,831
Others - 1,04,386
Mat Credit Receivable 32,44,706 32,44,706
Wealth Tax Receivable 34,862 34,862
15,40,70,672 14,33,09,807
16) INVENTORIES
Raw Materials 38,00,700 60,65,762
Work-In-Process 12,66,637 21,48,990
Finished Good 46,07,135 55,42,290
Stock In Trade - Commercial Unit 37,981,693 51,610,231
4,76,56,165 6,53,67,273
17) TRADE RECIEVABLES

Unsecured
a) Outstanding for more than six months from the due
date of payment
Considered Good 64,42,696 56,84,864
Considered Doubtful 13,26,070 13,26,070
Less : Provision for doubtful debts 13,26,070 - 13,26,070
(Refer note below) -
b) Other Debts-Considered Good 2,36,06,151 2,31,22,834
3,00,48,847 2,88,07,698
(The above includes the amount due from
Associate Company) 1,96,926 2,21,493

(Amount in `))
As at As at
18) CASH AND BANK BALANCES
A) Cash and Cash Equivalents
a) Cash on Hand 52,711 64,860
b) Balance with Banks

Current Accounts 39,18,713 15,35,285
B) Other Bank Balances
Margin Deposit 42,157 1,96,540
Unclaimed Dividend 15,11,910 17,99,475
Fixed Deposit with Maturity of more than 12 months 1,77,40,129 3,98,86,557
2,32,65,620 4,34,82,717
19) SHORT TERM LOANS AND ADVANCES

Unsecured and considered Good
Other loans & advances
a) Advances to Officers / Staff 6,60,084 6,39,980
b) Advance Paid to Creditors 17,34,803 28,66,417
23,94,887 35,06,397
20) OTHERS -CURRENT ASSETS

Cenvat Credit receivable 1,26,17,545 87,90,083
VAT Credit receivable 2,25,096 6,49,384
Prepaid Exps. 3,91,539 3,43,605
Interest Receivable 2,50,597 1,95,558
Sales tax / Service Tax /tds Receivable 14,83,038 69,59,060
Others 18,90,527 4,02,923
1,68,58,342 1,73,40,613
Year Ended Year Ended
21) REVENUE FROM OPERATIONS
a) Revenue From Sales
Sale of Products 3,52,07,106 3,38,47,407
Sale of Flats/Commercial Unit 2,04,34,125 10,94,11,457
Sale of Trading Goods 65,81,312 37,75,189
b) Revenue From Services
Erection and Service Charges 18,72,663 8,79,250
c) Other Operating Revenue
Sale of Scrap 15,62,748 -
6,56,57,954 14,79,13,303

22) OTHER INCOME
Interest Income
- From Fixed Deposits 28,33,925 61,02,430
- Prior Period Interest Income 45,670

- Others - 46,622
Dividend Income from Non-current Investments 31,079 39,489
Sundry Credit Balances Written Back 7,63,964 33,96,013
Net Gain on Foreign Currency Transactions - 1,91,116
Miscellaneous Income 7,10,368 7,99,970
Reimbursement of expenses 13,09,500 -
Profit on sale of fixed assets 11,81,208 -
Profit on redemption of Mutual Funds - 19,91,185
68,75,714 1,25,66,825
23) COST OF MATERIAL CONSUMED

Opening stock 60,65,762 48,00,967
Add: Purchases 1,30,93,406 2,07,37,071
Less: Closing stock 38,00,700 60,65,762
Total Cost of Material Consumed 1,53,58,468 1,94,72,276
24) PURCHASE OF STOCK - IN - TRADE

Purchase of Stock-in Trade 27,37,520 26,90,636
27,37,520 26,90,636
25) CHANGES IN INVENTORIES OF FINISHED GOODS,

WORK-IN-PROCESS AND STOCK-IN-TRADE
Stock at the beginning of the year
Finished Goods 55,42,290 54,21,635
Work in Process 21,48,990 29,57,346
Stock In Trade - Commercial Units 5,16,10,231 4,85,41,500
5,93,01,511 5,69,20,481
Less : Stock at the end of the year
Finished Goods 46,07,135 55,42,290
Work in Process 12,66,637 21,48,990
Stock In Trade - Commercial Units 3,79,81,693 5,16,10,231
4,38,55,465 5,93,01,511
1,54,46,046 (23,81,030)
Increase / (Decrease) in Excise duty on finished goods (97,768) 13,273
Changes in inventories of Finished Goods,
Work-in-progress and Stock - in - Trade 1,53,48,278 (23,67,757)

st
Notes to financial statements for the year ended 31 March, 2015 (Amount in `))
26) EMPLOYEE BENEFITS EXPENSES
Salaries and Wages 1,18,03,704 1,14,48,092
Contribution to Provident Fund and Other Funds 15,24,394 5,68,800
Staff Welfare Expenses 4,87,679 3,52,938
1,38,15,777 1,23,69,830
27) OTHER EXPENSES

Consumption of Stores and Spare Parts 12,54,385 6,17,450
Power and Fuel 21,15,174 9,06,557
Sub-Contract & Machining Charges 7,95,466 25,35,254
Freight and Forwarding 49,64,842 10,19,297
Other Manufacturing Expenses - 55,120
Auditors' remuneration (Refer Note 32) 4,21,872 3,54,708
Rent 9,14,406 7,59,000
Repairs and Maintenance - Others 2,31,404 -
Repairs and Maintenance - Machinery 4,55,995 1,30,595
Insurance 2,33,367 2,02,970
Rates and Taxes 2,09,792 70,131
Legal and Professional Fees 64,57,608 39,92,141
Directors' Sitting Fees 23,00,000 11,20,000
Provision for Doubtful Debts - 12,92,079
Advertisement & Selling Exp. 47,57,440 -
Travelling & Conveyance 22,17,273 14,16,381
Sundry Balance W/off. (Net) 16,38,789 21,88,150
Donation 87,002 25,000
Provision for Sales Tax 56,93,377 13,68,890
Fines & Penalties 4,82,053 18,205
Printing & Stationery 5,31,856 4,60,102
Sales Tax / VAT Assessment Dues 4,31,270 -
Contracting & Service Charges 38,73,568 13,36,267
Miscellaneous Expenses 50,70,607 43,99,603
4,51,37,546 2,42,67,900
28) FINANCE COST

Interest to Others 6,953 3,60,444
Interest to BANK 83,68,867 21,52,869
83,75,820 25,13,313
29) CONTINGENT LIABILITIES AND COMMITMENTS (Amount in `))

As at As at
Particulars
(a) Contingent Liabilities
(I) Claims against the company not acknowledged as debts
DGBR 3,14,72,636/- 3,14,72,636/-
Sales Tax 3,82,34,522/- -
(ii) Bank Guarantees given NIL NIL
(b) Commitments
Estimated amount of Contracts remaining to be
executed on Capital account and not provided for NIL NIL

The Company has in May 2015 received Sales Tax Demand of Rs. 439 lacs in respect of Assessment Orders
passed by the Sales Tax Officer under BST Act, 1959 & CST Act, 1956 for the financial years 2001-02 to 2004-
05. As per legal opinion received from the tax consultants, the Company has already filed appeals disputing
the said demands including interest and penalty. Taking into account the advice received from the tax
consultants, in respect of the said demands, the Company has already made a provision of Rs. 56.93 lacs in
the accounts for the financial year ended 31st March, 2015 & the balance Rs. 382.35 lacs has been shown

under 'Contingent Liabilities'.
30) Income Tax Assessments are completed upto the Assessment year 2012-13 in terms of order issued under
section 143 (3) of the Income Tax Act, 1961. The company does not expect any liability for the pending
assessments.
31) In terms of the Development Agreement dated 31.12.2003 and Supplementary Agreements dated
30.01.2004 and 01.03.2004 respectively entered into with Skyline Residency Pvt. Ltd. for development of
the Company's land at Kurla-Kirol Road, Ghatkopar (W), admeasuring 35,577.89 Sq. Mtrs., the Company was
entitled to upfront consideration of Rs. 1,440 Lacs and 74,446 Sq. ft. saleable area.
The Company has accounted for the said amount of Rs. 1,440 Lacs towards the upfront consideration during
the financial year ended 31st March, 2004. The details of entitlement of the Company of 74, 446 Sq. ft.
saleable area is as under:
i) Area under construction to be handed over by
Skyline Residency Pvt. Ltd. to the Company 74,446 Sq. ft.
ii) Area handed over, sold and accounted for, during Financial year 2006-07 23,594 Sq. ft.
iii) Area handed over, sold and accounted for, during Financial year 2007-08 21.034 Sq. ft.
iv) Area handed over, sold and accounted for, during Financial year 2008-09 12,246 Sq. ft.
v) Area handed over, sold and accounted for, during Financial year 2009-10 1,390 Sq. ft.
vi) Total area handed over, sold and accounted upto 31.03.2015 58,264 Sq. ft.
Balance additional saleable area to be allotted by Skyline Residency Pvt. Ltd. 16,182 Sq. ft.
Total 74,446 Sq.ft.
Year Ended (Amount in `)

(Exclusive of (Exclusive of
Service Tax) (Service Tax)
32) AUDITORS REMUNERATION
Statutory audit fee 1,50,000 1,50,000
Taxation matters 50,000 36,000
Certification fees and other services 2,15,000 1,68,708
Reimbrusement of expenses 6,872 -
Total 4,21,872 3,54,708
33) Company has filed a suit on Nesco Ltd. (Formerly known as New Standard Engineering Co. Ltd) for the
recovery of its Security Deposit of Rs. 15,00,000/- along with interest.

34) DUES TO MICRO AND SMALL ENTERPRISES :
Disclosure of payable to vendors under the "Micro, Small and Medium Enterprise Development Act, 2006
('MSMED Act') " is based on the information available with the Company regarding the status of registration of
such vendors under the said Act, as per the intimation received from them on requests made by the Company.
This has been relied upon by the auditors.
There are no overdue principal amounts/interest payable amounts for delayed payments to such vendors at
the Balance sheet date. There are no delays in payment made to such suppliers during the year or for any
earlier years and accordingly there is no interest paid or outstanding interest in this regard.
35) EMPLOYEE BENEFITS

i) Short Term employee benefits:
The liability towards short term employee benefits for the year ended 31st March 2014 has been
recognized in the Statement of Profit and Loss.
ii) Post-employment benefits:
The following disclosures are made in accordance with AS-15(Revised) pertaining to Defined Benefit
Plans.
Actuarial Valuation of Gratuity Benefits

ANNEXURE I
Funded Status of the Plan 31st March 15 31st March 14
Present Value of unfunded obligations ` `
Present value of funded obligations 27,82,318 27,44,199
Fair Value of Plan Assets 55,46,726 50,84,256
Net Liability (Asset) (27,64,408) (23,40,057)

ANNEXURE II
Statement of Profit and Loss 31st March 15 31st March 14
` `
Current Service Cost 2,86,229 2,62,355
Interest on Obligation 2,44,436 2,15,087
Expected Return on Plan Assets (4,55,881) (4,20,766)
Net Actuarial Loss/ (Gain) 3,44,958 (3,76,950)
Past Service Liab. - -
Losses/ (Gains) on Curtailments & Settlement - -
Total Included in Employee Benefit Expense 4,19,741 (3,20,274)
Loss/ Gain on Obligation as per Annexure III 3,46,936 (3,88,638)
Loss/ Gain on Assets as per Annexure IV (1,978) 11,688
Net Actuarial Loss / (Gain) 3,44,958 (3,76,950)

ANNEXURE III
Reconciliation of Defined Benefit Obligation 31st March15 31st March 14
` `
Opening Defined Benefit Obligation 27,44,199 26,55,395
Service Cost 2,86,229 2,62,355
Interest Cost 2,44,436 2,15,087

Actuarial Losses ( gains ) 3,46,936 (3,88,638)
Past Service Liab.
Losses ( Gains ) on Curtailments
Benefits Paid (839,482)
Benefits Payable
Closing Defined Benefit Obligation 27,82,318 27,44,199

ANNEXURE IV
Reconciliation of Plan Assets 31st March15 31st March14
` `
Opening Value of Plan Assets 50,84,256 46,75,178
Expenses deducted from the fund - -
Expected return 4,55,881 4,20,766
Actuarial gains and ( losses ) 1,978 (11,688)
Contributions by employer 4,611 -
Benefits Paid - -
Closing Value of Plan Assets 55,46,726 50,84,256

ANNEXURE V
Reconciliation of Plan Assets 31st March 15 31st March14
` `
Net Opening Provision in Books of Accounts (23,40,057) (20,19,783)
Employee Benefit Expense as per Annexure 4,19,742 (3,20,274)
(19,20,315) (23,40,057)
Benefits Paid by the Company (8,39,482) -
Amounts Transferred to Payable Accounts - -
Contribution Plan Assets (4,611) -
Closing Provision in Books of Accounts (27,64,408) (23,40,057)

ANNEXURE VI
Bifurcation of liability as per Schedule VI 31st March15 31st March 14
` `
Current Liability (27,64,408) (23,40,057)
Non- Current Liability - -
Net Liability (27,64,408) (23,40,057)
The Current Liability is calculated as Expected Contributions for the next 12 Months

ANNEXURE VII
Table of Experience Adjustments 31st March 15 31st March 14
` `
Defined Benefit Obligation 27,82,318 27,44,199
Plan Assets 55,46,726 50,84,256
Surplus/ ( Deficit ) 27,64,408 23,40,057
Experience Adjustments on Plan Liabilities 39,769 (1,40,647)

Actuarial Loss / ( Gain ) due to Change in assumptions 3,07,167 (2,47,990)
Experience Adjustments on Plan assets (1,978) 11,688
Net Acutarial Loss / Gain for the year 3,44,958 (3,76,950)

ANNEXURE VIII
Composition of the Plan Assets 31st March 15 31st March14
` `
Government of India Securities 0% 0%
High quality corporate bonds 0% 0%
Equity Shares of listed Companies 0% 0%
Property 0% 0%
Policy of Insurance 100% 100%
Bank Balance 0% 0%

ANNEXURE IX
Principle Actuarial Assumptions 31st March 15 31st March 14
` `
Discount Rate 7.70% 9.10%
Expected Return on Plan Assets 9.00% 9.00%
Salary Growth Rate 7.00% 7.00%
Actuarial Valuation of Leave Benefits

ANNEXURE I
Funded Status of the Plan 31st March 15 31st March14
` `
Present Value of unfunded obligations 10,79,906 9,48,775
Present Value of funded obligations - -
Fair Value of Plan assets - -
Net Liability ( Asset ) 10,79,906 9,48,775

ANNEXURE II
Statement of Profit & Loss 31st March 15 31st March 14
` `
Current Service Cost 1,68,377 1,54,333
Interest on Obligation 84,226 1,44,596
Expected Return on Plan Assets - -

Net Actuarial Loss/ Gain 5,2,208 (9,96,941)
Past Service Liab - (54,350)
Losses / Gains on Curtailments and Settlement - -
Total included in Employee Benefit Expenses 3,04,811 (7,52,362)
Loss/ ( Gain ) on Obligation as per Annexure III 52,208 (9,96,941)
Loss/ ( Gain ) on Assets Obligation as per Annexure IV - -
Net Actuarial Loss/ ( Gain ) 52,208 (9,96,941)

ANNEXURE III
Reconciliation of Defined Benefit Obligation 31st March 15 31st March 14
` `
Opening Defined Benefit Obligation 9,48,775 18,69,137
Service Cost 1,68,377 1,54,333
Interest Cost 84,226 1,44,596
Actuarial losses ( Gains ) 52,208 (9,96,941)
Past Service Liab - (54,350)
Losses ( Gains ) on curtailments - -
Liabilities Extinguished on settlements - -
Benefit Paid (1,73,680) (1,68,000)
Benefit Payable - -
Closing Defined Benefit Obligation 10,79,906 9,48,775

ANNEXURE IV
Reconciliation of Plan Assets 31st March 15 31st March 14
` `
Opening Value of Plan Assets - -
Adjustment to the Opening Fund - -
Expenses incurred in the fund - -
Expected return - -
Actuarial Gains & ( Losses ) - -
Contributions by employer - -
Benefits paid - -

Actuarial Valuation of Leave Benefits ANNEXURE V
Reconciliation of Leave Provision Account 31st March 15 31st March 14
` `
Net Opening Provision in Books of Accounts 9,48,775 18,69,137
Employee Benefit Expense as per Annexure II 3,04,811 (7,52,362)
12,53,586 11,16,775
Benefits Paid by the Company (1,73,680) (1,68,000)
Amounts Transferred to Payable Accounts - -

Contributions to Plan Assets - -
Closing Provision in Books Accounts 10,79,906 9,48,775
Actuarial Valuation of Leave Benefits ANNEXURE VI

Bifurcation of Liability as per Schedule VI 31st March 15 31st March 14
` `
Current Liability * 57,889 46,440
Non-Current Liability 10,22,017 9,02,335
Net Liability 10,79,906 9,48,775
* The Current Liability is calculated as Expected Benefits for the next 12 months
ANNEXURE VII
Table of Experience Adjustement 31st March 15 31st March 14
` `
Defined Benefit Obligation 10,79,906 9,48,775
Plan Assets - -
Surplus / ( Deficit ) (10,79,906) (9,48,775)
Experience Adjustments on Plan Liabilities (90,445) (8,97,423)
Actuarial Loss / ( Gain ) due to change in assumption 1,42,654 (99,518)
Experience Adjustments on Plan Assets - -
Net Actuarial Loss / ( Gain ) for the year 52,209 (9,96,941)
ANNEXURE VIII
Composition of the Plan Assets 31st March 15 31st March 14
` `
Government of India Securities 0% 0%
High quality corporate bonds 0% 0%
Equity Shares of listed companies 0% 0%
Property 0% 0%
Policy of Insurance 0% 0%
Bank Balance 0% 0%
Actuarial Valuation of Leave Benefits ANNEXURE IX

Principle Actuarial Assumptions 31st March 15 31st March 14
` `
Discount Rate 7.70% 9.10%
Expected return on Plan Assets 0.00% 0.00%
Salary Growth Rate 7.00% 7.00%

(Amount in `)
AS AT AS AT
36) EARNINGS PER SHARE (EPS)
Face value per share ` 1/- 1/-
Net profit / (loss) for the year ` (4,77,19,448) (31,30,961)

a) Basic EPS
Weighted average number of
Equity Share outstanding Nos. 4,02,24,250 4,02,24,250
Basic earnings per share ` (1.19) (0.08)
b) Diluted EPS
Weighted average number of
Equity Share outstanding Nos. 4,02,24,250 4,02,24,250
Diluted EPS ` (1.19) (0.08)
37)RELATED PARTY DISCLOSURES

Directorship/Designated Partnership of all the Directors in other Companies/LLP's
1) Mr. Ashok J. Patel Millars Machinery Co. Pvt. Ltd.

GMM Pfaudler Ltd.
Ready Mix Concrete Ltd.
Karamsad Investments Ltd.
Karamsad Holdings Ltd.
Millars Concrete Technologies Pvt. Ltd.
Dietrich Engineering Consultants India Pvt. Ltd.
Lugaia Pharma Liners India Pvt. Ltd.
2) Mr. Tarak A. Patel Millars Machinery Co. Pvt. Ltd.

Uttarak Enterprises Pvt. Ltd.
Concrete Construction & Engineering Company Pvt. Ltd.
GMM Pfaudler Ltd.
Ready Mix Concrete Ltd.
Millars Concrete Technologies Pvt. Ltd.
Dietrich Engineering Consultants India Pvt. Ltd.
Lugaia Pharma Liners India Pvt. Ltd.

3) Mr. Jatin V. Daisaria Skyline Residency Private Limited

Jatin Daisaria Realtors Private Limited
Jascon Project Consultants Private Limited
(Resigned w.e.f. 20.08.2014)
Shelter Realty Private Limited
Skyline Mansions Private Limited
Skystar Property Development Private Limited

Skystar Realtors Private Limited
Skyline Ashapura Infraprojects Private Limited
4) Mr. MauliK H. Dave Dave Builders Private Limited

Jascon Project Consultants Private Limited
Skyline Residency Private Limited
(Resigned w.e.f. 15.01.2015)
Punjalal G Dave Realtors Private Limited
PGD Land LLP
Punjalal G Dave Realtors LLP
5) Mr. Niranjan R. Jagtap Indowind Energy Limited

Indowind Power Private Limited
Ind Eco Ventures Limited
Indus Capital Private Limited
BVK Agri Producer Company Limited
6) Mr. Shilpin K. Tater Skyline Vision Private Limited

Skyline Mansions Private Limited
Skystar Realtors Private Limited
Skystar Property Development Private Limited
Skyline Residency Private Limited
7) Mr. Upen M. Doshi Samruddhi Securities Private Limited

MGD Capinstock India Private Limited
Srila Stock Services Private Limited
NMIMS Business School Alumni Association
8) Mr. Vinod N. Joshi Ask Management Consultancy Private Limited

Value Mark Exim Services Private Limited
9) Mrs. Soha S. Shirke GMM Pfaudler ltd (Resigned w.e.f. 25.06.2015)

Associates Parties with whom transactions have been taken place during the year
Names Nature of relation
a) GMM Pfaudler Ltd. Associate

b) Millars Concrete Technologies Pvt. Ltd. Associate
c) Glass Lined Equipment Co. Ltd. Associate
d) Skyline Residency Pvt. Ltd. Associate
e) Dietrich Engg Consultant India Pvt. Ltd. Associate
f) Symphony Associate
Key Management Personnel
Mr. Ashok J Patel Promoter - Non Executive Director
Mr. Tarak A. Patel Promoter - Non Executive Director
Mr. Jatin V. Daisaria Promoter - Non Executive Director
Mr Shilpin Tater Promoter - Non Executive Director
Mr Maulik Dave Promoter - Non Executive Director
Mr. Dhawal J. Vora DGM- Finance & Company Secretary
Mr. Shivakumar Aiyar Chief Financial Officer
th
95 ANNUAL REPORT 2014-15 82
(Amount in `))
Associates Associates
Transactions with Related Parties
I) Sales
a) Supply of Goods/ Services 10,01,703 4,53,399

(Spares, Erection & other charges to
GMM Pfaudler Ltd)
ii) Purchase of Goods and Machinery
(from Millars Concrete Technologies Pvt. Ltd.) 3,24,805 48,79,647
iii) Sale of Commercial Office 91,00,000 NIL
(to Mr. Ashok J Patel)
iv) Dividend received 12,030 11,228
(From GMM Pfaudler Ltd)
v) Rent paid (To Glass Lined Equipment Co. Ltd.) 8,36,406 7,20,000
vi) Outstanding Balance Receivable 1,96,926 14,96,637
Payable NIL 16,84,031
vii) Power & Fuel Expenses - Paid 6,50,025 13,84,335
(To Symphony - 2,70,664/-)
(To Glass Lined Equipment Co.Ltd - 3,79,361/-)
viii) Power & Fuel Expenses - Received 31,02,492 40,76,969
(From GMM Pfaudler Ltd.)
ix) Re-imbursement of Expenses - Recovered 148,037 67,030
(From Dietrich Engg Consultant India P Ltd)
x) Re-imbursement of Expenses - Recd. from 18,32,849 7,02,577
(To Millars Concrete Technologies Pvt. Ltd.)
xi) Sitting Fees Paid to Directors 23,00,000 11,20,000
xii) Office Maintenance (Paid to Symphony) 69,077 1,79,989
xiii) Remuneration to Key Management Personnel 22,35,249 -
xiv) Advance received against sale of commercial Office 15,00,000 -
(from Mrs. Urmi A. Patel)
xv) Security Deposit to Symphony 1,30,000 -

st
Notes to financial statements for the year ended 31 March, 2015
38) DISCLOSURE OF SEGMENT INFORMATION AS REQUIRED BY AS 17 `SEGMENT REPORTING'.
ST
SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED 31 MARCH,
2015.
(Amount in `)
2014-2015 2013-2014
Primary Segment Information :
OF THE FINANCIAL STATEMENTS

A. Segment Revenue
1) Construction Equipment (including Erection Charges) 1,60,10,507 3,06,71,361
2) PRE-CAST PIPES 2,52,81,904 42,28,019
3) Real Estate Development 2,04,34,125 10,94,11,457
Total Net Sales/income from operations 6,17,26,536 14,43,10,837
B. Segment Results
Profit / loss before Tax and interest for each segment
NOTES FORMING PARTNOTICE

1) Construction Equipment (233,970) (1,36,06,403)
2) PRE-CAST PIPES (3,11,32,445) (1,00,56,342)
3) Real Estate Development (1,06,08,480) 1,58,17,235
Total (4,19,74,895) (78,45,510)
Add : Other Income MAP 68,75,714 1,25,66,825
Total (3,50,99,181) 47,21,315
Less: Interest 83,75,820 25,13,313
Profit/(Loss) before tax (4,34,75,001) 22,08,002
Tax Expense(Including Provision for Tax & Deferred Tax) 42,44,447 53,38,963
Profit / (Loss) after tax (4,77,19,448) (31,30,961)
C. Capital Employed
(Segment Assets - Segment Liabilities)
1) Construction Equipment 2,47,40,690 13,68,91,366
2) PRE-CAST PIPES 18,54,18,221 17,27,12,771
3) Real Estate Development 16,25,72,471 15,57,60,255
TOTAL 37,27,31,382 46,53,64,392

39) ADDITIONAL INFORMATION (Amount in `)
1) ANALYSIS OF RAW MATERIAL CONSUMED
CASTINGS 1,45,891 2,39,196
STEEL 39,38,921 21,96,372
OIL ENGINES & ELECTRIC MOTORS - 3,84,562

OTHERS 1,12,73,656 1,66,52,146
TOTAL 1,53,58,468 1,94,72,276
Value in ` % of Total Consumption

2) VALUE OF IMPORTED &
INDIGENOUS RAW MATERIALS CONSUMED
IMPORTED 2014 - 15 - -
(2013 - 14) - -
INDIGENOUS 2014 - 15 1,53,58,468 100
(2013 - 14) 1,94,72,276 100
2014 - 15 1,53,58,468 100
TOTAL (2013 - 14) 1,94,72,276 100
3) STORES & SPARES CONSUMED
IMPORTED 2014 - 15 2,35,430 19
(2013 - 14) - -
INDIGENOUS 2014 - 15 10,18,955 81
(2013 - 14) 6,71,450 100
2014 - 15 12,54,385 100
TOTAL (2013 - 14) 6,71,450 100
4) VALUE OF IMPORTS ON CIF BASIS
RAW MATERIALS (INCLUDING COMPONENTS) NIL NIL
5) EARNINGS IN FOREIGN EXCHANGE
FOB VALUE OF EXPORT NIL 84,028
40) Previous years 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 and on behalf of the Board of Directors
For MANUBHAI & SHAH Mr. Tarak A. Patel Mr. Jatin V. Daisaria
Chartered Accounts (Director) (Director)
(FRN 106041W)
MR. KSHITIJ M. PATEL Mr. Shivakumar Aiyar
Partner (Chief Financial Officer)
(Membership No. 045740) Mumbai, May 15, 2015.
Mumbai, May 15, 2015.

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015 (Amount in `)
A. Cash Flow From Operating Activities
Net Profit Before Tax (4,34,75,001) 22,08,002
Add : Depreciation & amortisation expenses 1,03,44,979 37,19,550
Provision for Doubtful Debts - 12,92,079
Provision for Sales Tax Liability 56,93,377 -
Interest charges 83,75,820 25,13,313
Interest Income (28,79,595) (61,02,430)
Dividend Income (31,079) (39,489)
Interest on Staff Loan - (27,233)
Profit/(loss) on sale of Fixed assets/ Mutual fund (FY 13-14) (11,81,208) (19,91,185)
Miscellaneous Adjustments 2,42,725 (6,33,518)
2,05,65,018 (12,68,913)
Cash generated from Operations before working capital changes (2,29,09,983) 9,39,089
Adjustments for Working Capital :
Building No. 4 Work In Process - 2,89,08,184
CASH FLOW STATEMENT

Karjat Work - Work in Process - 1,25,50,531
(Increase) / Decrease in Trade and Other Receivables (12,41,149) (30,32,178)
(Increase) / Decrease in Inventories 1,77,11,108 (36,45,825)
(Increase) / Decrease in Loans And Advances 11,11,510 22,89,687
(Increase) / Decrease in Other Current Assets (1,02,23,555) 5,98,69,515
Increase / (Decrease) in Trade Payables (50,39,212) (7,95,98,508)
Increase / (Decrease) in Other Current Liabilities (5,72,024) -
Increase / (Decrease) in Provisions 93,096 -
Cash generated from operations (2,10,70,209) 1,82,80,494
Income Tax paid (3,20,660) -
Net Cash flow from Operating Activities (2,13,90,869) 1,82,80,494
B. Cash flow from Investing Activities
Purchase of Fixed Assets (21,61,986) (13,54,45,910)
Sale of Fixed Assets 11,81,208 -
(Increase)/ Decrease in Capital WIP (9,46,642) 10,52,32,809
(Increase)/ Decrease in Investment 1,524 44,97,725
Interest on Investments (FDs with Banks) 28,24,556 67,35,946
Long Term Loans & Advances 1,70,146 -
Dividend received 31,079 39,489
Proceeds from Fixed Deposits with Banks 2,21,46,428 (3,98,86,557)
Net Cash generated / (used in) from Investing Activities 2,32,46,313 (5,88,26,498)
C. Cash flow from Financing Activities
Dividend for F.Y. 2013-14 - (80,44,850)
Dividend Tax - (13,05,076)
Interest Paid (83,75,820) (25,13,312)
Interest on Staff Loan - 27,233
Repayment of Term Loan from Bank of Maharashtra (47,38,251) 8,166,058
Short Term Borrowings 1,31,87,959 -
Net Cash flow from/ (used in) Financing Activities 73,888 (36,69,947)
Net Increase /(Decrease) in Cash and Cash Equivalents [A+B+C] 19,29,332 (4,42,15,951)
Cash and cash equivalents at the beginning of the year 35,96,159 4,78,12,110
Cash and cash equivalents at the end of the year 55,25,491 35,96,159



Registered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,
Vidyavihar (West), Mumbai - 400 086.
CIN No.: L63020MH1919PLC000640 Website: www.skylinemillarsltd.com
Form No. MGT - 11

PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN : L32300MH1981PLC023637
Name of the Company : Skyline Millars Limited
Registered Office : Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace,
FORM OF PROXY
Premier Road, Vidyavihar (West), Mumbai - 400 086.

Name of the Member(s) :
Registered address :
E-mail ID :
Folio No./DP ID-client ID : ____________________________ No. of Shares: ___________________________
I/We, _____________________________________________ being the Member(s) of _______________________
Shares of the above named company, hereby appoint.
1. Name: E-mail ID:
Address: Signature: or failing him/her
2. Name: E-mail ID:
3. Name: E-mail ID:
as my/our proxy to attend and vote, in case of a poll, for me/us and on my/our behalf at the 95th
ANNUAL GENERAL MEETING of the Company, to be held held at Babasaheb Dahanukar Sabha Griha,
6th Floor, Oricon House , 12 K Dubash Marg (Rampat Row) Fort . Mumbai - 400 023, on Wednesday,
30th September, 2015 at 2.30 p.m. and at any adjournment thereof in respect of such resolutions and in
such manner as are indicated below:

Resolution No. Description For Against

1. To receive, consider and adopt the standalone financial statements of the
Company for the financial year ended March 31, 2015.
2. To appoint Director in place of Mr. Ashok J. Patel (DIN 0165858), who
retires by rotation and being eligible, offers himself for re-appointment.
3. To appoint Director in place of Mr. Jatin V. Daisaria (DIN 00832728), who
retires by rotation and being eligible, offers himself for re-appointment.
4. To ratify the appointment of M/s. Manubhai & Shah., Chartered
Accountants, Ahmedabad, (Firm Registration no 106041W) as the
Statutory Auditors of the Company and to fix their remuneration.
5. Appointment of Mrs. Soha S. Shirke,(DIN 07131309) as a Non-
Independent Director.
6. Appointment of Mr. Niranjan R. Jagtap, (DIN 01237606) as a Non-
FORM OF PROXY
Executive Independent Director.
Signed this ........................................................ day ............................. 2015
AFFIX
`1
REVENUE
Signature ........................................................................ STAMP
............................................ ................................................ ................................................

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
Notes:
* 1) Please put a 'X' in the Box in the appropriate column against the respective resolutions. If you leave the
'For' or 'Against' column blank against any or all the resolutions, your Proxy will be entitled to vote in the
manner as he/she thinks appropriate.
2. A Proxy need not be a Member of the Company. Pursuant to the provisions of Section 105 of the
Companies Act, 2013, a person can act as proxy on behalf of not more than fifty Members and holding in
aggregate not more than ten percent of the total Share Capital of the Company. Members holding more
than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who
shall not act as proxy for any other Member.
3. This form of Proxy, to be effective, should be deposited at the Registered Office of the Company at :
Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road, Vidyavihar (West), Mumbai
- 400 086 not later than FORTY-EIGHT HOURS before the commencement of the aforesaid meeting.


Registered Office: Skyline Oasis, Gate No 2, C/2 , 412-413 Skyline Wealthspace, Premier Road,
Vidyavihar (West), Mumbai - 400 086.
CIN No- L63020MH1919PLC000640 Website: www.skylinemillarsltd.com
ATTENDANCE SLIP
NINETY FIFTH ANNUAL GENERAL MEETING
Name of the Member(s) :
Registered address :
ATTENDANCE SLIP
E-mail ID :
Folio No./DP ID-client ID : _________________________________ No. of Shares: ________________________
I/We hereby record my/our presence at the 95th ANNUAL GENERAL MEETING of the Company held at
Babasaheb Dahanukar Sabha Griha, 6th Floor, Oricon House, 12 K Dubash Marg (Rampat Row) Fort.
Mumbai - 400 023, on Wednesday, 30th September, 2015 at 2.30 p.m.
Note: Please complete this slip and hand it over at the entrance of the Meeting venue.
_________________________
Member's/Proxy's Signature
EVSN (Electronic Voting Sequence Number *Default PAN
* Only Member who have not updated their PAN with Company / Depository Participant shall use
default PAN in the Pan field.
Note: Please read the instructions printed under the Note No. 11 to the Notice of Ninety-Fifth
Annual General Meeting dated August 6, 2015. The Voting period starts from 9.00 a.m. on
Saturday, September 26, 2015 and ends at 5.00 p.m. on Tuesday, September 29, 2015. The
voting module shall be disabled by CDSL for voting thereafter.

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SKYLINE MILLARS LIMITED

CONTENTS Page No.

Management Discussion & Analysis 18

Secretarial Audit Report 22

Corporate Governance Report 38

Independent Auditors' Report 55

Profit & Loss Account 60

Cash Flow Statement 86

95th ANNUAL REPORT 2014-15

1 95th ANNUAL REPORT 2014-15

By order of the Board of Directors

95th ANNUAL REPORT 2014-15 2

3 95th ANNUAL REPORT 2014-15

Dividend for Dividend Due date of the

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

(iii) Click on Shareholders.

(iv) Now Enter your User ID

95th ANNUAL REPORT 2014-15 4

For Members holding shares in Demat Form and Physical Form

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

5 95th ANNUAL REPORT 2014-15

(xviii) Note for Non - Individual Shareholders and Custodians

By order of the Board of Directors

Mumbai, August 6, 2015.

95th ANNUAL REPORT 2014-15 6

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

Brief resume of Mrs. Soha S. Shirke

7 95th ANNUAL REPORT 2014-15

Brief resume of Mr. Niranjan R. Jagtap

95th ANNUAL REPORT 2014-15 8

1. FINANCIAL STATEMENTS & RESULTS:

95th ANNUAL REPORT 2014-15 10

c. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

g. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

1111 95th ANNUAL REPORT 2014-15

h. INTERNAL FINANCIAL CONTROLS:

i. ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

j. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

k. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

l. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

95th ANNUAL REPORT 2014-15 12

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

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

13 95th ANNUAL REPORT 2014-15

c. NOMINATION AND REMUNERATION COMMITTEE:

e. STAKEHOLDERS RELATIONSHIP COMMITTEE: MAP

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

95th ANNUAL REPORT 2014-15 14

g. RISK MANAGEMENT POLICY:

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

i. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:

The Directors expressed their satisfaction with the evaluation process.

j. INTERNAL CONTROL SYSTEMS:

15 95th ANNUAL REPORT 2014-15

l. PAYMENT OF REMUNERATION / COMMISSION TO DIRECTORS FROM HOLDING OR SUBSIDIARY

4. AUDITORS AND REPORTS

c. RATIFICATION OF APPOINTMENT OF AUDITORS:

a. EXTRACT OF ANNUAL RETURN:

95th ANNUAL REPORT 2014-15 16

b. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

c. CORPORATE GOVERNANCE: (Applicable to Companies giving remuneration as per Section II of