DIRECTORS' REPORT Dear Members, Your Directors are pleased to present the 32nd Annual Report of the Company together with the Audited Financial Statements for the year ended March 31, 2015. State of Company's Affairs The Company has been into Engineering, Procurement and Construction (EPC) business. Besides, it is developing a State of the Art Container Freight Station (CFS) in an area of 73.15 acres near Jawaharlal Nehru Port Trust ('JNPT'), Navi Mumbai, and has also embarked upon an ambitious, Pan-India and Multi-segment Operations in the logistic field. The Company conducts business through its subsidiaries and affiliates. The Company earned infrastructure related advisory income of Rs. 7,081.66 Lacs during the current financial year. The total income of the Company during the year under review is Rs. 7,498.55 Lacs as compared to total income of Rs. 37,845.09 Lacs during the previous financial year. During the year, the Company incurred net loss of Rs. 18,006.89 Lacs as compared to the loss of Rs. 17,154.32 Lacs incurred in the previous financial year. The finance cost on account of borrowings and loss incurred by the Company, consequent upon invocation/sale of its investments are the main reasons for the losses incurred by the Company. Future Outlook In a strategic move to unlock value, the Company has decided to exit from all the non-core activities and investments to enable it to pay more focus on its core competence and reduce debt. The Company shall continue to focus on developing valuable infrastructure in the field of Smart City/SEZ/Ports/Logistics through Special Purpose Vehicles and secure robust Partnership to ensure sustainable value for shareholders. The Company, which has been pioneer in building India's First world class Defence focussed Infrastructure, shall continue to play a stellar role to contribute to increase the value for all the Partner/Shareholders/Stakeholders, even after handing over the control of Pipavav Defence and Offshore Engineering Company Limited to Reliance (ADAG) Group. Dividend In view of losses incurred by the Company, your Directors do not recommend dividend for the financial year ended March 31, 2015. Extension for holding ensuing AGM The Company had applied to and sought approval of Registrar of Companies, Mumbai, for holding the ensuing 32nd Annual General Meeting of the Members of the Company ('AGM') up to December 31, 2015 and accordingly the ensuing AGM is being convened on Monday, December 28, 2015. Details of Subsidiary, Associates & Joint Venture As on March 31, 2015, the list of Subsidiaries, Joint Ventures and Associate Companies is as follows: i) Subsidiary Companies: Gujarat-Dwarka Portwest Limited (Erstwhile Gujarat Positra Port Company Limited) Chiplun FTWZ Private Limited Navi Mumbai SMART CITY Infrastructure Limited (Erstwhile Mahakaleshwar Knowledge Infrastructure Private Limited) Metrotech Technology Park Pvt Ltd SKIL Shipyard Holdings Private Limited SKIL-Himachal Infrastructure and Tourism Limited Energy India Corporation Limited SKIL Karnataka SEZ Limited Pipavav Electronic Warfare Systems Private Limited (Erstwhile SKIL Strategic Deterrence Systems Private Limited) SKIL Advanced Systems Private Limited ('SASPL') Pipavav Aero Infrastructure Private Limited (wholly owned subsidiary of SASPL) SKIL Vision Aerial Solutions Private Limited (wholly owned subsidiary of SASPL) SKIL Midivisana Engineering Private Limited (wholly owned subsidiary of SASPL) Jansampada Engineering Company Private Limited (Erstwhile Jansampada Infraproject Private Limited) SKIL (Singapore) Pte. Ltd. ii) Associate Companies: Pipavav Defence and Offshore Engineering Company Limited Urban Infrastructure Holdings Private Limited iii) Joint Ventures: Sohar Free Zone LLC Out of the aforesaid Subsidiary Companies, Pipavav Aero Infrastructure Private Limited, SKIL Karnataka SEZ Limited, Jansampada Engineering Company Private Limited and SKIL Vision Aerial Solutions Private Limited, have submitted an application to the Registrar of Companies on August 7, 2015, August 7, 2015, August 8, 2015 and August 13, 2015, respectively; for striking-off the name under the Fast Track Exit Mode pursuant to Section 560 of the Companies Act, 1956. Further, Pipavav Electronic Warfare Systems Private Limited and SKIL Midivisana Engineering Company Private Limited are in the process of striking-off the name under the Fast Track Exit Mode. The striking-off of aforesaid subsidiaries is not expected to have any material impact on the financials of the Company. With respect to Associate Companies, the financial statements of Urban Infrastructure Holdings Private Limited were not available for consolidation. For Pipavav Defence and Offshore Engineering Company Limited ('Pipavav'), the Company has sought approval of the Members, vide special resolution passed on May 19, 2015, for disinvestment of stake of upto 25.10% held by the Company in Pipavav. The Company has, along with SKIL Shipyard Holdings Private Limited (wholly owned subsidiary) ('SSHPL'), Grevek Investment and Finance Private Limited ('Grevek') (collectively referred to as the 'Sellers'), Mr. Nikhil Gandhi, Mr. Bhavesh Gandhi (collectively along with the Sellers referred as 'Founder Promoters') executed a Purchase Agreement dated March 4, 2015, with Pipavav, Reliance Defence Systems Private Limited (the 'Acquirer') and Reliance Infrastructure Limited (the 'PAC') (the 'Purchase Agreement'). Pursuant to the Purchase Agreement, the Acquirers will purchase Equity Shares of Pipavav from the Sellers (i.e., 9,16,22,315 Equity Shares of Pipavav from the Company and 3,83,77,685 Equity Shares of Pipavav from SSHPL), constituting 17.66 percent of paid-up equity share capital of Pipavav at a price of Rs. 63 per share, aggregating Rs. 819 Crore and shall acquire the management and sole control of Pipavav. The said sale proceeds through disinvestment shall be utilized for reduction of debts. In terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 2011, an open offer has been announced to the public shareholders to acquire from them up to 26% Equity Shares of Pipavav ('SEBI Open Offer') and the Acquirer is accordingly proceeding to complete the acquisition of Pipavav. The SEBI Open Offer at a price of Rs. 66 per share, in terms of applicable SEBI Takeover Regulations, shall open on Wednesday, December 2, 2015 and shall close on Tuesday, December 15, 2015. Post completion of Open Offer, if the Acquirers still hold less than 25.10% equity shares of Pipavav; in that event, the Sellers will sell such number of equity shares at the same price of Rs. 63 per share, to cover the shortfall of equity shares (i.e. 25.10% shares minus the number of shares held by Acquirer post open offer) to the Acquirers, so that as a result of the proposed acquisition, the Acquirers will hold minimum 25.10% shares in Pipavav. Upon consummation of the transactions contemplated in the Purchase Agreement, the Acquirer and/or the PAC will acquire control over Pipavav. As required under the Listing Agreement with the Stock Exchanges, the Companies Act, 2013 and the applicable Accounting Standards, the Consolidated Financial Statements of the Company and all its Subsidiary Companies, Joint Venture Company, Associate Company (only Pipavav) forms part of this Annual Report. The performance and financial position of each of the Subsidiaries, Joint Venture Company and Associate Company (only Pipavav) included in the Consolidated Financial Statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to this Report as Annexure I in prescribed Form AOC - I and hence not repeated here for the sake of brevity, under Rule 8 of the Companies (Accounts) Rules, 2014. Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formulated a Policy for determining material subsidiaries, which is uploaded on the website of the Company at www.skilgroup.co.in and can be accessed at <http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=93:policy-on-material-subsidiari> es&id=13:policies&Itemid=186. Extract of Annual Return Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with the Rules thereto, an Extract of the Annual Return of the Company as on March 31, 2015, in the prescribed Form MGT-9 is annexed to this Report as Annexure II. Details of Directors and Key Managerial Personnel During the year under review there was no change in Directors of your Company. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Bhavesh Gandhi, Director (DIN: 00030623); shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment. His profile has been given in the Exhibit to the Notice of the ensuing AGM of the Company. Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan have been appointed as Independent Directors of the Company for a period of five years commencing September 30, 2014. All the Independent Directors have given individual declarations, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Mr. Ajay Khera, Managing Director & Chief Executive Officer; Mr. Sudipan Bhaduri, Chief Financial Officer and Mr. Nilesh Mehta, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013 and have been in office before the commencement of the Companies Act, 2013. Mr. Ajay Khera shall hold office as Managing Director & Chief Executive Officer upto November 26, 2015. The Board of Directors, at its Meeting held on November 5, 2015, on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Ajay Khera as Chief Executive Officer and Whole-time Key Managerial Personnel (in the category of Chief Executive Officer) in terms of Section 203 of the Companies Act, 2013 read with the Rules thereto; for a tenure of two years commencing November 27, 2015. He shall cease to be a Director on the Board of the Company, with effect from the November 27, 2015. Number of Board Meetings During the Financial Year 2014-15, five meetings of the Board of Directors of the company were held on May 30, 2014; August 14, 2014, November 14, 2014; February 14, 2015 and March 4, 2015. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. Additionally, several committee meetings were held during the financial year including Audit Committee, which met four times during the year. Details of Remuneration Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure III. None of the Directors of the Company are in receipt of any commission from the Company or from any Subsidiary of the Company. The details of remuneration of the Directors including Key Managerial Personnel for the financial year ended March 31, 2015 are mentioned in the Extract of the Annual Return which is annexed to this Report as Annexure II. Performance Evaluation The Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges stipulate the performance evaluation of the Directors, Board and its Committees. Considering the said provisions, the Company had devised a transparent criteria for performance evaluation after approval by the Nomination & Remuneration Committee/Board of Directors. Based on the criteria laid, the annual performance evaluation of the Directors, Board and its Committees has been carried out. The criteria for performance evaluation of Independent Directors are mainly devised based upon the parameter for professional conduct, role, functions and duties laid under Schedule IV to the Companies Act, 2013. The performance evaluation criteria are annexed to this Report as Annexure IV. The Committee of Independent Directors comprising Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan; met on February 13, 2015, without the attendance of Non-Independent Directors and Members of the Management. The Independent Directors, inter alia, reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. The Board of Directors, at their Meeting held on February 14, 2015, considered the performance evaluation of the Directors, Board and Board Committees. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the concerned Director being evaluated and based on the evaluation process, the Board had determined to continue the term of all the Independent Directors. Directors Responsibility Statement In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act 2013, your Directors confirm that: a) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit/loss of the Company for that period; c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors had prepared the annual accounts on a going concern basis; e) the directors had laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Audit Committee The Audit Committee comprises Mr. V. Ramanan (Chairman), Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. Ajay Khera as Members. All the recommendations made by the Audit Committee were accepted by the Board. The details with respect to the meetings, powers, roles, terms of reference, etc. of the Audit Committee are given in details in the Report on Corporate Governance of the Company. Nomination & Remuneration Policy The Nomination and Remuneration Committee comprises Mr. J. Alexander (Chairman), Mr. Nikhil Gandhi, Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members. The terms of reference of the Committee are given in the Report on Corporate Governance of the Company. The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and is annexed to this Report as Annexure V. Corporate Social Responsibility (CSR) Policy In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee comprising Mr. Nikhil Gandhi (Chairman), Mr. J. Alexander, Ms. Gayathri Ramachandran and Mr. V. Ramanan as Members. The Corporate Social Responsibility Policy ('CSR Policy') recommended by the CSR Committee of the Directors has been approved by the Board of Directors of the Company. The CSR Policy may be accessed on the Company's website at the link: <http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=94:csr-policy&id=13:policies&Itemid=186> The statutory disclosure with respect to the CSR Committee and an Annual Report on CSR Activities is annexed to this Report as Annexure VI. Familiarisation Programme The Directors of the Company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act and the Listing agreement entered into by the Company with Stock Exchanges; nature of industry in which the Company operates, etc. The Company holds Board and the Committee Meetings from time to time. The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company's Management. The Directors are also informed of the various developments in the Company through various modes of communications. The details of familiarization programmes for Independent Directors of the Company are posted on the website of the Company at the link: <http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=92:familiarisation-programme->for-ids&id=13:policies&Itemid=186. Vigil Mechanism/Whistle Blower Policy The Company has implemented the Vigil Mechanism/Whistle Blower Policy which encourages the Whistle Blower to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The details of Vigil Mechanism/Whistle Blower Policy are available on the website of the Company at the link: <http://www.skilgroup.co.in/index.php?option=com_phocadownload&view=category&download=83:whistle-blower-policy&id=13:polic> ies&Itemid=186 Risk Management Policy Pursuant to the requirement of Section 134 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has already in place a Risk Management Policy. The Company has a robust Risk Management framework to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The elements of risk as identified for the Company are set out in the Management Discussion and Analysis Report (MDA) forming part of the Board's Report. Statutory Auditors: The Members of the Company had, at the 31st AGM held on September 30, 2014, approved the appointment of M/s. Bharat Shah & Associates, Chartered Accountants, Mumbai, bearing ICAI Registration No. 101249W as the Statutory Auditors of the Company, to hold office from the conclusion of 31st AGM until the conclusion of 34th AGM to be held in the year 2017, subject to ratification of their appointment at every AGM held after 31st AGM. Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, states that appointment of the Auditor shall be subject to ratification by the Members at every Annual General Meeting till the expiry of the term of the Auditor. In view of above, the existing appointment of M/s. Bharat Shah & Associates covering the balance term from the conclusion of ensuing 32nd AGM until the conclusion of 34th AGM to be held in the year 2017, which has been ratified by the Audit Committee and the Board of Directors of the Company, is being placed for Members' ratification. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder, as may be applicable. Auditors' Report The Auditors' Report to the Members on the Accounts of the Company for the financial year ended March 31, 2015, does not contain any qualification. Internal auditors: M/s. RSVA & Co., Chartered Accountants, Mumbai, have been appointed as Internal Auditors for conducting internal audit of the Company. The Internal Auditors independently evaluate the internal controls systems, monitor implementation of the accounting systems & procedures and statutory compliances. The Audit Committee periodically reviews the reports of the Internal Auditors. Secretarial Auditor: Pursuant to Section 204 of the Companies Act, 2013, the Board has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, Mumbai, as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015, is as annexed to this report as Annexure VII. The Secretarial Audit Report is self-explanatory and the observations of the Secretarial Auditor have been addressed under specific headings in the later part of this Report. Particulars of Contracts or Arrangements with Related Parties All related party transactions attracting compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee and also before the Board for approval, as per the requirement. Prior omnibus approval of the Audit Committee is sought for transactions which are of repetitive nature as well as for the normal transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. During the year under review, the Company had sought approval of the Members by way of Special Resolution passed through Postal Ballot process on February 4, 2015, for entering into related party transaction with SKIL (Singapore) Pte. Limited, a wholly-owned subsidiary. Although the said approval was sought after three months, the transaction was condoned and ratified by the Members of the Company. The Company has formulated a Policy on Materiality of Related Party Transactions & Dealing with Related Party Transactions which has been uploaded on the Company's website and can be accessed at <http://www.skilgroup.co.in/index.php?option=com_phocado> wnload&view=category&download=91:policy-related-party-transaction&id=13:policies&Itemid=186 The disclosures on related party transactions are made in the Notes to the Financial Statements of the Company. The particulars of related party transactions in prescribed Form No. AOC - 2 are annexed to this Report as Annexure VIII. Particulars of Loan, Guarantees and Investments The Company is engaged in providing infrastructure related facilities and is, therefore, exempted from the regulatory provisions of Section 186 of the Companies Act, 2013. The details of loan, guarantee, security, investment made during the year under review are disclosed in the Notes to the Financial Statements. Also, pursuant to Clause 32 of the Listing Agreement, the particulars of Loans/ Advances given to Subsidiaries have been disclosed in the notes to the Financial Statements. Adequacy of Internal Financial Control with reference to the Financial Statements The Company has internal control systems, commensurate with the size, scale and complexity of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control systems in the Company. The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, no reportable material weakness in the design or operation was observed in the internal financial controls. Significant & material orders passed by the regulators or courts or tribunal There are no significant material orders passed by the regulators or courts or tribunals which would impact the going concern status and company's operations in future. Deposits The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the rules thereto, during the year under review. Sexual Harassment During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Particulars regarding Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo Considering the nature of business of the Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development and Technology Absorption as required under the Companies (Accounts) Rules, 2014, for the year under review. Further, the Foreign Exchange Earnings during the year under review is Rs. 7,081.66 Lacs and the Foreign Exchange Outgo is Rs. 7.31 Lacs. Employees Remuneration In terms of Section 136 of the Companies Act, 2013, the Annual Report and Financial Statements are being sent to the Members of the Company and others entitled thereto excluding the information pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. These particulars will be made available for inspection by the Members at the Registered Office of the Company between 1100 hours to 1300 hours on all working days, expect Saturday, up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Upon such request, the information will be made available. MD & CEO / CFO Certificate The Managing Director & Chief Executive Officer and the Chief Financial Officer have issued certificate pursuant to the provisions of Clause 49(IX) of the Listing Agreement certifying the Financial Statements for the year ended March 31, 2015, in the manner prescribed under the said Clause. The said certificate forms part of this Report. Management Discussion and Analysis The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is annexed to this Report as Annexure IX. Corporate Governance The Company maintains high standards of Corporate Governance and adheres to the corporate governance requirements set out by the Securities and Exchange Board of India (SEBI). A Report on Corporate Governance along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by Mr. Virendra G. Bhatt, Practicing Company Secretary, is annexed to this Report as Annexure X. Code of Conduct The Board of Directors has adopted the Code of Conduct for the Board Members and Senior Management. A confirmation from the Managing Director & Chief Executive Officer regarding compliance with the said Code by all the Directors and Senior Management forms part of this Annual Report. The Code of Conduct is posted on the website of the Company www.skilgroup.co.in . Listing Arrangement The Company's Equity Shares are presently listed on the National Stock Exchange of India Limited and on the Calcutta Stock Exchange Limited. The Annual Listing Fees for the financial year 2015-2016 has been paid to the Stock Exchanges. The Board of Directors, at the Meeting held on November 26, 2015, granted its approval for de-listing of the Equity Shares of the Company from the Calcutta Stock Exchange Limited and for taking required necessary action to undertake listing on the BSE Limited. Stamp Duty The Hon'ble High Court of Judicature at Bombay had approved the Scheme of Amalgamation and Arrangement between erstwhile SKIL Infrastructure Limited, Horizon Country Wide Logistics Limited and Fastlane Distriparks & Logistics Limited (collectively referred to as "Transferor Companies") with Horizon Infrastructure Limited (the "Company") (name changed to SKIL Infrastructure Limited w.e.f January 22, 2014), on September 20, 2013, which became effective from September 28, 2013. The Office of the Collector of Stamps (Enforcement - 2), Mumbai, vide letter dated September 19, 2015, having reiterated the demand of stamp duty of Rs. 25 Crores on the Scheme, besides interest as per the provisions of Maharashtra Stamp Act, 1958, has, inter alia, mentioned that in case, the Company disagrees with the valuation/assessment of stamp duty there is a provision of appeal to the Chief Controlling Revenue Authority, Pune, against the decision taken by the Collector of Stamps under Section 53(A) in the Mumbai Stamp Act, 1958. However, until and unless there is a stay, the Company shall not be exempted from the Revenue Recovery Process. Accordingly, the Company has filed an appeal before the Chief Controlling Revenue Authority, Pune, to: (i) Review the Interim Demand Notice/s, (ii) Ascertain the fair and present stamp duty; (iii) For such further and other reliefs as may deem necessary. The case stands posted for December 1, 2015. SEBI Notice The SEBI has issued Show cause notice under Rule 4 (1) of Securities and Exchange Board of India (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 1995 and Rule 4 (1) of Securities Contracts (Regulations) (Procedure for Holding Inquiry and Imposing Penalties by Adjudicating Officer) Rules, 2005 in the matter of the Company followed by Hearing Notice to the Company and to its Directors and Company Secretary (who held positions as such during the period from January 25, 2008 to May 5, 2008). The Company and other Noticees have filed a Consent Application with SEBI in this matter. Remuneration to Managing Director and Chief Executive Officer The appointment of Mr. Ajay Khera as Managing Director and Chief Executive Officer of the Company with effect from November 27, 2013 for tenure of two years was duly approved by the Nomination & Remuneration Committee, the Board and thereafter by the Members of the Company in the previous Annual General Meeting held on September 30, 2014. The remuneration, as approved, was in tandem with the Scheme of Amalgamation and Arrangement; was subject to the approval of the Central Government in terms of the Companies Act, 2013. An application in Form No. MR-2 was filed for seeking approval of the Central Government, which was closed due to non-submission of requisite documents/information. The Company has clarified that as the Company was not made aware of Ministry's requirement before rejection of the said Form, it should re-open the case, so as to enable the Company to provide the requisite documents / information, as may be required for seeking the approval of Central Government. Pending approval, the payment to be made to him during his tenure, is held by him in trust for the Company, as prescribed under Section 197 of the Companies Act, 2013. Material Changes and Commitments: No other material changes and commitments have occurred between the end of financial year of the Company and the date of this report affecting the financial position of the Company as at March 31, 2015. Green Initiative In accordance with the 'Green Initiative', the Company has been sending the Annual Report / Notice of AGM in electronic mode to those Members whose e-mail Ids are registered with the Company and / or the Depository Participants unless any Member has requested for a hard copy of the same. Your Directors are thankful to the Members for actively participating in the Green Initiative. Appreciations and Acknowledgment The Board of Directors wishes to express its sincere appreciation and thanks to all customers, suppliers, banks, financial institutions, solicitors, advisors, Government of India and other regulatory authorities for their consistent support and co-operation. Your Directors appreciate the contribution made by the employees of the Company and acknowledge their hard work and dedication. Your Directors are also deeply grateful to the Members for the confidence and faith that they have always placed in the Company. For and on behalf of the Board of Directors of the Company Nikhil Gandhi Chairman Place: Mumbai Date: November 26, 2015 |