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SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED

Board of Directors
Name of the Directors Designation
Mr. Anand J. Vashi Independent Director & Chairman Registered Office :
Mr. Ashok J. Patel Non-Executive Director 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
E-mail: millars@vsnl.net Website: www.skylinemillarsltd.com
Mr. Vinod N. Joshi Independent Director
Mr. Tarak A. Patel Non-Executive Director
Mr. Jatin V. Daisaria Non-Executive Director
Mr. Upen M. Doshi Independent Director
Mr. Shilpin K. Tater Non-Executive Director
Corporate Office :
Mr. Maulik H. Dave Non-Executive Director (w.e.f. 23.04.2010) 4th floor, Churchgate House, 32-34, Veer Nariman Road, Fort, Mumbai-400 001.
Tel.: (022) 2204 7470, 2283 1375 Fax : (022) 2204 9408
E-mail: millars@vsnl.net
Realty Head Prem P. Ramnani
Vice President-Marketing N. B. Joshi
& Engg. Services
Financial Controller Hitesh P. Sangoi
Dy. G.M. Finance & Dhawal J. Vora
Company Secretary Construction Equipment Division
Bankers Bank of Maharashtra
Plant Location :
IDBI Bank Limited
Anand - Sojitra Road, Karamsad - 388 325.
ICICI Bank Limited
Tel.: (02692) 232017, 237331 Fax : (02692) 235914
Axis Bank Limited
Auditors M/s Shah & Co.
Chartered Accountants
Internal Auditors M/s Arvind & Co.
Chartered Accountants
Solicitors M/s Vigil Juris
Regional Marketing Offices :
Advocates, Solicitors & Notary
210, Pragati Tower, 26, Rajendra Place, New Delhi - 110 008.
Tel.: (011) 2572 1566, 2581 4913 Fax : (011) 2581 4913
Contents Page No.
Notice 1 City Centre 3, Ground Floor, No. 39, Thirumalai Pillai Road,
T. Nagar, Chennai - 600 017.
Directors' Report 4
Tel.: (044) 2815 7906 Fax : (044) 2815 8249
Management Discussion & Analysis 8
Corporate Governance Report 10 B. Jadhav Chambers, 3rd Floor, Ashram Road, Ahmedabad - 388 009.
Auditor's Report 22 Tel.: (079) 2754 6822, 2754 6894 Fax : (079) 2754 6894
Balance Sheet 26
Profit & Loss Account 27
Schedules 28
Cash Flow Statement 49
Balance Sheet Abstract 50
Notice
NOTICE

NOTICE IS HEREBY GIVEN THAT THE NINETY FIRST ANNUAL GENERAL MEETING OF
THE MEMBERS OF SKYLINE MILLARS LIMITED WILL BE HELD AT CLUB HOUSE,
SKYLINE OASIS, PREMIER ROAD, NEAR VIDYAVIHAR RAILWAY STATION, GHATKOPAR
(WEST), MUMBAI - 400 086 ON TUESDAY, SEPTEMBER 27th, 2011 AT 10.30 A.M TO TRANSACT
THE FOLLOWING BUSINESS.

ORDINARY BUSINESS:
st
1. To consider, approve and adopt the Audited Balance Sheet as at March 31 , 2011 and the
Profit and Loss Account for the year ended March 31st, 2011 with the notes and schedules along
with reports of the Directors and Auditors thereon.
2. To confirm the payment of Interim Dividend paid during the year ended March 31st, 2011.
3. To appoint a Director in place of Mr. Ashok J. Patel, who retires by rotation and being
eligible, offers himself for re-appointment.
4. To appoint a Director in place of Mr. Anand J. Vashi, who retires by rotation and being
eligible, offers himself for re-appointment.
5. To appoint a Director in place of Mr. Vinod N. Joshi, who retires by rotation and being
eligible, offers himself for re-appointment.
6. To appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting of the Company and to fix their
remuneration.

On behalf of the Board of Directors


FOR SKYLINE MILLARS LIMITED
sd/-
Anand J. Vashi
(Chairman)
th
Mumbai, July 28 , 2011.

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

91st ANNUAL REPORT 2010-11 1


Form of Proxy
NOTES: SKYLINE MILLARS LIMITED
(FORMERLY MILLARS INDIA LIMITED)
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBER.
ATTENDANCE SLIP
2. THE PROXIES, IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED WITH THE
REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE 91 ANNUAL GENERAL MEETING - 27th SEPTEMBER, 2011 at 10.30 A.M.
st

COMMENCEMENT OF THE MEETING.


FOLIO NO. .............................
3. The Register of Members and Share Transfer Register shall remain closed from Monday the I Certify that I am a Registered Shareholder / proxy for the registered shareholder of the Company.
th th
September 19 , 2011 to Tuesday the September 27 , 2011 (both days inclusive). I hereby record my presence at the 91st ANNUAL GENERAL MEETING of the Company at Club House, Skyline Oasis,
Premier Road, Near Vidyavihar Railway Station, Ghatkopar (West), Mumbai - 400 086, on Tuesday, 27th September,
4. The Securities and Exchanges Board of India has made it mandatory for all Companies to use 2011 at 10.30 a.m.
the Bank account details furnished by the depositories for depositing dividend through
Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In
the absence of ECS facilities, the Company will print the Bank account details, if available, on Member's / Proxy's name in BLOCK Letters Member's / Proxy's Signature
the payment instrument for distribution of dividend. Note : Please fill this attendance Slip and hand it over at the ENTRANCE OF THE HALL.

5. As a measure of economy, copies of the Annual Reports and Accounts will not be distributed (TEAR HERE)
at the Meeting. Members are therefore, requested to bring their copies at the meeting.

6. Members are requested to produce the attendance slip, sent along with the Annual Report, SKYLINE MILLARS LIMITED
duly signed for admission to the meeting hall. (FORMERLY MILLARS INDIA LIMITED)
Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
7. Members who are holding shares in identical order or names in more than one folio are
requested to write to the Company to enable the Company to consolidate their holdings in FORM OF PROXY
one folio to facilitate better services. I/We .....................................................................................................................................................................
of ....................................................... in the district of ............................................................................ being
8. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, additional information
a Member / Members of the above named Company hereby appoint ..................................................................
relating to Directors recommended for appointment / re-appointment at the Annual General
Meeting appears in the Director's Report. of ............................................... in the district of .............................................................................. or failing
him/her ......................................... of ........................................... in the district of ................................... as my/
9. Members desirous of obtaining any information concerning the accounts and operations of our Proxy to vote for me/us on my/our behalf at the 91st ANNUAL GENERAL MEETING of the Company to
the Company are requested to address their questions in writing to the Company Secretary be held at Club House, Skyline Oasis, Premier Road, Near Vidyavihar Railway Station, Ghatkopar (West),
at least seven days before the date of the meeting, so that the information required may be Mumbai - 400 086, on Tuesday, 27th September, 2011 at 10.30 a.m. at any adjournment thereof.
made available at the meeting.
Signed this ...................................... day .............................. 2011
10. Members holding shares in physical form are requested to notify/send the following to
Signature ........................................................
the Company's Registrar and Share Transfer Agent to facilitate better service. AFFIX
Reg. Folio No........................ {1
a. Any change in their address/mandate / Bank details. REVENUE
STAMP
b. Particulars of their Bank accounts in case the same have not been sent earlier and
Notice

c. Share Certificate(s) held in multiple accounts in identical names and/or joint accounts in NOTE : THIS FORM IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED COMPLETED AND SIGNED AND
MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS
the same order of names for consolidation of such shareholdings into one account. BEFORE THE TIME FIXED FOR THE MEETING.

2 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 51


Notice
Additional Information as Required under Part IV of Schedule VI to the Companies Act, 1956. APPEAL TO SHAREHOLDERS
Balance Sheet Abstract and Company's General Business Profile
1 Registration Details The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate
Registration No. 640 Governance by allowing paperless compliance by the companies through electronic
State Code 011
Balance Sheet Date 31.03.2011 mode. The Companies can now send various Notices, Annual Reports & Quarterly Results to its
2 Capital Raised During the Year (Amount in {) shareholders through electronic mode to the registered e-mail addresses of shareholders. To
Public issue NIL
Rights issue NIL support green initiative of the Government in full measure, members are requested to register
Bonus issue NIL their e-mail addresses at skylinemillarsgogreen@linkintime.co.in, in respect of electronic
Private Placement NIL
Preferential Allotment of Equty Shares NIL holdings with the Depository through their concerned Depository Participants.
3 Position of Mobilisation and Deployment of Funds (Amount in {)
Balance Sheet Abstract and Company's General Business Profile

Total Liabilities 37,19,00,295


Total Assets 37,19,00,295
Sources of Funds
Paid-up Capital 4,02,24,250
Reserves & Surplus 32,81,02,015
Deferred Tax Liability 35,74,030
Secured Loans NIL
Unsecured Loans NIL
Application of Funds
Net Fixed Assets 4,57,64,030
Capital Work-In-Process 81,51,799
Investments 28,11,326
Net Current Assets 31,51,73,140
Miscellaneous Expenditure NIL
Accumulated Losses NIL
4 Performance of Company (Amount in {)
Turnover 30,62,92,320
Total Expenditure 24,73,58,658
Profit / (Loss) Before Tax 4,92,29,221
Profit / (Loss) After Tax 3,10,29,191
Earning Per Share (Weighted) ({) 0.77
Dividend Rate 20%
5 Generic Names of Three Principal Products / Services of Company (As per Monetary Terms)
Item Code no. (ITC Code) 842611-00
Product Description E.O.T. CRANE
Item Code no. (ITC Code) 847431-01
Product Description CONCRETE MIXERS
Item Code no. (ITC Code) 840510-00
Product Description GAS GENERATORS

As per our Report of even date For and on behalf of the Board
For SHAH & CO,
Chartered Accountants Mr. Tarak A. Patel
FRN 109430W Directors
H.N. SHAH Mr. Jatin V. Daisaria
Partner
Membership No.008152
Mumbai, July 28th, 2011. Mumbai, July 28th, 2011

50 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 3


Cash Flow Statement
st
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2011.
Directors Report
2010-2011 2009-2010
{ {
To The Members, A. Cash Flow From Operating Activities
Net Profit Before Tax 4,92,29,221 5,10,20,097
Your Directors present their Ninety First Annual Report and the Audited Statements of Accounts for the year Add Back:
ended March 31st, 2011. Depreciation 15,99,970 16,74,017
Provision for Doubtful Debts
Loss on Sale of Fixed Assets 1,19,265
FINANCIAL RESULTS Sundry Credit Balances Written Back (60,50,892)
PARTICULARS 2010-11 2009-10 Interest Paid 1,32,225
Bad Debts Written Off 21,09,504
({ in lacs) ({ in lacs) Excess Provision Written Back
Dividend Income (13,693) (13,261)
Sales & Other Income 3,062.92 2,363.71 Profit on Sale of Investments
3,062.92 2,363.71 Operating Profit before working capital changes 4,68,74,110 5,29,32,343
Profit before Interest, Depreciation & Taxation 508.29 528.26 Adjustments for:
1. Interest (1.32) Present Value of Ghatkopar Project 22,29,977
Building No. 4 Work-In-Process 6,44,98,989 2,54,54,283
2. Depreciation (15.99) (16.74)
Skyline Riverside Project (Karjat) - Work-In-Process (4,56,02,992)
3. Taxation (182.00) (86.70) Trade and Other receivables (11,17,146) (13,07,485)
Profit / (Loss) after Interest, Depreciation & Taxation 310.30 423.50 Inventories 1,05,86,513 1,63,74,683
Balance brought forward from the previous year 1,538.94 1,254.25 Loans And Advances (74,61,072) (73,51,487)
Amount available for Appropriation 1,849.24 1,677.75 Other Current Assets (2,47,47,293) (19,03,994)
APPROPRIATIONS: Trade and other Payables 1,21,61,800 (2,86,91,276)
Transfer to General Reserve 45.00 45.00 Cash generated from operations 5,51,92,909 5,77,37,044
Dividend : Interest paid (1,32,225)
Interim Dividend 80.45 Income Tax & FBT paid (1,07,60,932) (40,83,425)
Final Dividend 80.45 Dividend for F.Y. 2009-10 (80,44,850)
Dividend Tax (13,36,150)
Dividend Distribution Tax 13.36 13.36
Net Cash flow from Operating Activities 3,50,50,977 5,35,21,394
138.81 138.81
B. Cash flow from Investing Activities
Balance carried to Balance Sheet 1,710.43 1,538.94 Sale of fixed Assets 1,70,000
Purchase of Fixed Assets (2,83,89,599) (79,827)
OPERATIONAL PERFORMANCE Increase in Capital Work-in-Process (81,51,799)
Sales and other income for the year at { 3,062.92 lacs reflected an increase of 30% as against { 2,363.71 lacs in Purchase of Investment (1,82,171) (783)
the previous year. Dividend received 13,693 13,261
Income from Construction Equipment Division increased by 10% to { 1020 lacs from { 926 lacs in the previous Net Cash Flow from Investing Activities (3,67,09,876) 1,02,651
year. Income from the Real Estate Division increased by 40% to { 1,833 lacs from { 1,308 lacs in the previous C. Cash flow from Financing Activities
Increase in Investment
Directors Report

year.
Net Cash flow from Financing Activities
However, the Net Profit of the Company was { 310 lacs compared to { 424 lacs in the previous year a decrease of
Net Increase / (Decrease) in Cash and Cash Equivalent (16,58,899) 5,36,24,045
27% due to overall rise in raw material input cost due to inflationary pressure. Cash and Cash Equivalent as at 01.04.2010 11,63,65,710 6,27,41,665
As a result the Earning per Share (E.P.S.) of the Company was { 0.77 as compared to { 1.05 of the previous Cash and Cash Equivalent as at 31.03.2011 11,47,06,811 11,63,65,710
year.
As per our Report of even date For and on behalf of the Board
DIVIDEND For SHAH & CO,
Chartered Accountants Mr. Tarak A. Patel
The Board of Directors have approved the payment of Interim Dividend of { 0.20 (20%) per share, at their FRN 109430W Directors
meeting held on April 27th, 2011. The total dividend distributed for the year of { 80.45 lacs was equal to that of Mr. Jatin V. Daisaria
H.N. SHAH
the previous year. Partner
The Directors propose that the interim dividend paid so far be considered as the Final Dividend for the year Membership No.008152
under review. Mumbai, July 28th, 2011. Mumbai, July 28th, 2011

4 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 49


Directors Report
Value in FIXED DEPOSITS
V (A) EARNINGS IN FOREIGN EXCHANGE { The Company has not accepted any public deposits during the year under review. There were no outstanding
Others (Commission) public deposits as at March 31st, 2011.
( )
F O B Value of Export
( )
INVESTMENTS
The Company's total investment in listed equity shares, mutual funds & fixed deposits in Banks amounted to
(B) EXPENDITURE IN FOREIGN CURRENCY { 1,087 lacs as at March 31st, 2011.
TRAVELING During the year under review the Company acquired about 50,000 sq. mtrs industrial land at Wada, Maharashtra
( ) for { 276 lacs for the Company's concrete products project. The Company also purchased Transfer of
Others Development Rights (T.D.R) for 1,000 sq. mtrs for { 293 lacs for future real estate development at our Ghatkopar
( ) property and has further invested { 495 lacs in the commercial property being developed by M/s Symphony.

(C) TECHNICAL KNOW-HOW FEES


( )
PROJECTS
The Company has certain ongoing projects, including diversification in to manufacture of pre-caste concrete
VI REMITTANCE IN FOREIGN CURRENCY Nil products, details of which are given in the Management Discussion and Analysis Report.
On Account of Dividends To Non Resident Shareholders (Nil)
DIRECTORS
Mr. Ashok J. Patel, Mr. Anand J. Vashi and Mr. Vinod N. Joshi retire by rotation at the ensuing Annual General
15 Previous year's figures have been rearranged and regrouped wherever necessary to correspond with
Meeting and being eligible, offers themselves for re- appointment.
the figures of the current year.
A brief Resume of the Directors being re- appointed, as stipulated under clause 49 of the Listing Agreement with
the Bombay Stock Exchange, are given in the statement of Corporate Governance forming a part of this Report.
As per our Report of even date For and on behalf of the Board

For SHAH & CO, Mr. Tarak A. Patel DIRECTORS' RESPONSIBILITY STATEMENT
Chartered Accountants Directors
FRN 109430W Pursuant to provision of section 217 (2AA) of the Companies Act, 1956, the Directors confirm: -
Mr. Jatin V. Daisaria
a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along
H.N. SHAH
Partner
with proper explanation relating to material departures.
Membership No.008152 b) That they have selected such accounting polices and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the
Mumbai, July 28th, 2011. Mumbai, July 28th, 2011 Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the period
April 1st, 2010 to March 31st, 2011.
c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.
d) That the annual accounts for the year ended March 31st, 2011 are prepared on a 'going concern basis'.
Schedules

AUDITORS
M/s. Shah & Co., Chartered Accountants, retiring as the Statutory Auditors of the Company at the conclusion of
ensuing Annual General Meeting, offer themselves for re-appointment. The requisite certificate has been
received from them to the effect that their re-appointment as Statutory Auditors, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.

48 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 5


Schedules
II ANALYSIS OF RAW MATERIAL CONSUMED Unit Quantity Value in
MANAGEMENT DISCUSSION & ANALYSIS REPORT {
In accordance with the Clause 49 of the Listing Agreement with 'The Bombay Stock Exchange Limited',
Management's Discussion & Analysis Report is attached and forms part of this Directors' Report. Castings M/tons 9.863 8,43,622
(8.649) (6,33,693)
CORPORATE GOVERNANCE
Steel M/tons 312.371 1,26,88,452
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance
together with a certificate from the Statutory Auditors of the Company confirming the compliance as set out in the (259.628) (99,55,266)
annexure forming part of the Annual Report. Oil Engines & Electric Motors Nos 101 56,17,641
(47) (11,79,258)
REPORT ON ENERGY CONSERVATION AND RESEARCH AND DEVELOPMENT
Miscellaneous 4,32,32,809
ACTIVITIES (4,30,90,425)
Information relating to energy conservation, foreign exchange earnings and outgo and research and development
activities undertaken by the Company in accordance with the provisions of Section 217 (1) (e) of the Companies 6,23,82,524
Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988, is (5,48,58,642)
given in the Annexure to the Directors' Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES


There are no employees getting remuneration exceeding the prescribed limits, under section 217 (2A) of the III (A) VALUE OF IMPORTED AND INDIGENOUS Value in % of Total
Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975. RAW MATERIALS CONSUMED { Comsumption
Imported 30,03,871 4.82
ACKNOWLEDGMENTS (27,18,761) (4.96)
The Board wishes to place on record their appreciation of the devoted services and contribution of their
employees. The Directors place on record their appreciation for the continued support of the shareholders of the Indigenous 5,93,78,653 95.18
Company. (5,21,39,881) (95.04)
6,23,82,524 100.00
(5,48,58,642) (100%)
On behalf of the Board of Directors
FOR SKYLINE MILLARS LIMITED (B) STORES & SPARES CONSUMED
sd/-
Imported Nil Nil
Anand J. Vashi
(Nil) (Nil)
Chairman
Mumbai, July 28th, 2011. Indigenous 14,82,27,343 100%
(15,61,404) (100%)
14,82,27,343 100%
(15,61,404) (100%)
Directors Report

IV VALUE OF IMPORTED ON C.I.F. BASIS Value in


{
Raw Materials 24,14,271
(Including Components) (22,14,892)

6 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 47


Directors Report
I PARTICULARS IN RESPECT OF GOODS MANUFACTURED, SALES & STOCKS (Contd.) ANNEXURE TO THE DIRECTORS' REPORT
Sr. Unit of Licensed Installed Actual Stock Sales
Particulars required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,
No. Class of Goods Quantity Capacity Capacity Prod Opening Closing 1988.
Qty. Value Qty. Value Qty. Value
{ { {
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. A. CONSERVATION OF ENERGY
08. Industrial Furnaces Nos 48 96 - - - - - - - The operations of the Company involve low energy consumption. Adequate measures have, however,
(48) (96) (-) (-) (-) (-) (-) (-) (-) been taken to conserve energy. The information required to be furnished as provided under Rule
09. Gas Generators for Nos 15 15 - - - - - - - 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 for conservation
Protective & Reactive (15) (15) (-) (-) (-) (-) (-) (-) (-) of energy in Form-A does not apply to the Company as it does not fall under the category of
Atmosphere
Industries listed in Schedule annexed to Form- A.
10. Hydrogen Generating Nos 15 15 - - - - - - -
Plant (15) (15) (-) (-) (-) (-) (-) (-) (-)
11. Burners for Above Nos 30 30 - - - - - - - B. TECHNOLOGY ABSORPTION
(30) (30) (-) (-) (-) (-) (-) (-) (-) Research and Development
12. Rough Terrain Self Nos 50 - - - - - - - - 1. The Company continues its efforts by internal up gradation program on Research & Development.
Propelled Hydraulic (50) (-) (-) (-) (-) (-) (-) (-) (-)
Cranes 2. Computers are being used with latest software for design calculation in process engineering,
13. Tilting Type Concrete Nos 300 720 - - - - - - - drafting, packages, etc.
Mixers (300) (720) (-) (-) (-) (-) (-) (-) (-) 3. Particulars of Imported Technology (imported during the last five years) - NOT APPLICABLE
14. Non-Tilt Concrete Nos 60 72 - - - - - - -
Mixer (60) (72) (-) (-) (-) (-) (-) (-) (-)
15. Roller Pan Mixers Nos Yet to Be Yet to Be 4 - - 1 716950 3 3305000 C. FOREIGN EXCHANGE
Asphalt Mixers determined determined (3) (-) (-) (-) (-) (3) (3898609) The particulars of foreign exchange inflow and outflow are given in Schedule 12 forming part of the
16. Concrete Mixers Nos - 1434 - - - - - 1 449609 Financial Statements.
(-) (1434) (-) (-) (-) (-) (-) (-) (-)
17. Concrete Batching Nos - 15 17 1 2705108 - - 18 51521535
Mixing Plant (-) (15) (13) (-) (-) (1) (2705108) (12) (51011778)
On behalf of the Board of Directors
18. Asphalt Mixers Nos - 432 - - - - - - - FOR SKYLINE MILLARS LIMITED
(-) (432) (-) (-) (-) (-) (-) (-) (-) sd/-
19. Asphalt Plants Nos - 54 - - - - - - - Anand J. Vashi
(-) (54) (-) (-) (-) (-) (-) (-) (-)
Chairman
20. Highway Combined Nos 72 48 - - - - - - -
Drying & Mixing Unit (72) (48) (-) (-) (-) (-) (-) (-) (-)
10 CFT Caps Mumbai, July 28 th, 2011.
21. 1) TRANSIT Valuing Nos - 50 - - - - - - -
Mixers 787 Lacs (-) (50) (-) (-) (-) (-) (-) (-) (-)
2) Concrete Nos - 50 - - - - - - -
Pumps (-) (50) (-) (-) (-) (-) (-) (-) (-)
22. Paver Finisher Nos - - - - - - - - -
(-) (-) (-) (-) (-) (-) (-) (-) (-)
23. Miscellaneous (Includes { - - - - 5965075 - 2514986 - 46713256
Nil for Trading Business) (-) (-) (-) (-) (7006222) (-) (5965075) (-) (37708438)
(Previous Year { NIL)
Schedules

101989400
(92618825)

NOTES :
a) installed capacities has been certified by the Director which has been accepted by the Auditors without verification.
b) Licensed capacities in respect of item Nos. 16 to 19, 21, & 22 have not been given as the Company has been registered with D.G.T.D
New Delhi vide their Registration No. D.G.T.D./R-3935/E-16(1)S-19/77 dated 21-2-1978 and DGTD/HQ/D/S/19/R-10429/E-16 (iii) NU/82.

46 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 7


Schedules
Management Discussion & Analysis 14. Additional Information pursuant to the provisions of paragraphs 3. 4c and 4d of part II of Schedule VI of the
Companies Act. 1956 is given below.
I Particulars in respect of Goods Manufactured, Sales & Stocks
A. Industry Structure & Development Sr. Unit of Licensed Installed Actual Stock Sales
The demand for residential property in the beginning of the year was encouraging but due to increase in No. Class of Goods Quantity Capacity Capacity Prod Opening Closing
interest rates, thereafter the demand dropped as buyers deferred their decision to invest in new homes.
Qty. Value Qty. Value Qty. Value
Construction equipment demand remained soft in the beginning of the year but picked up in the second half { { {
of the year as infrastructure activities increased. 1 2 3 4 5 6 7 8 9 10 11 12
01. Diesel Engines Nos 2600 2000 - - - - - - -
B. Segment Wise Operational Performance (2600) (2000) (-) (-) (-) (-) (-) (-) (-)
02. Mechanical Nos 42000 42000 - - - - - -
Demand for Construction Equipment continued at moderate levels but rise in raw material cost impacted
Lubricators (42000) (42000) (-) (-) (-) (-) (-) (-) (-)
profit margins. Construction Equipment sales income increased to { 1,020 lacs from { 926 lacs in the
previous year, an increase of 10 %. 03. Engine Valves Nos 1800000 1800000 - - - - - - -
(1800000) (1800000) (-) (-) (-) (-) (-) (-) (-)
Income from Real Estate Division during the year ended March 31st, 2011 was { 1,833 lacs compared to
04. Push Rods Nos 600000 600000 - - - - - - -
{ 1,308 lacs in the previous year due to progressive completion of building number 4 located at our
(600000) (600000) (-) (-) (-) (-) (-) (-) (-)
Ghatkopar property. Profit before tax was { 492 lacs compared to previous year profit of { 510 lacs with
05. Steel Storage Tanks M/T 3600 1800 - - - - - - -
marginal decline due to increased cost of construction materials.
Rolling Shutters, (3600) (1800) (-) (-) (-) (-) (-) (-) (-)
Bridges, Truses other
C. Outlook general Structural Fabrication Work.
Manufacturing Division: 06. Structural Fabrication M/T 3600 3600 - - - - - - -
(3600) (3600) (-) (-) (-) (-) (-) (-) (-)
a. Wada Concrete Products Project, Maharashtra
07. 1) E.O.T. Cranes
The Company appointed an independent reputed agency, approved by the Bank of Maharashtra, to
Management Discussion & Analysis

General Hook Type


undertake a techno-commercial feasibility for setting up a pre-cast concrete pipes and manhole systems (3 to 500 T cap)
plant at Wada near Mumbai. The capital investment required for the Project is estimated at { 1,400 lacs
2) Flame Proof
which is proposed by a Term Loan of { 600 lacs, working capital of { 300 lacs and Company's Version
contribution of { 500 lacs. (Upto 80 T)
For this project the Company has acquired about 50,000 sq. mtrs industrial land in village Sapne Khurd, 3) Grabbing Cranes
Wada Taluka, Thane District. During the current year the Company has placed orders for the pre- (Upto 25 T)
engineered factory building and major equipment for producing concrete pipes and manholes. 4) Steel Mill Duty/ Nos 72 100 - - - - - - -
The Company plans to start commercial operation in April, 2012. Hot Model/ (72) (100) (-) (-) (-) (-) (-) (-) (-)
Ladle/E.O.T. Crane
b. Umreth Concrete Products Project, Gujarat (Upto 80 T)
The Company is in the process of setting up another pre-cast concrete pipe manufacturing facility on a 5) Goliath Cranes
Semi Goliath
leased land at Umreth in Gujarat. This project will manufacture small diameter pipes. Total investment
Cranes Gentry
made so far is { 130 lacs. Commercial production is proposed to start before end of December, 2011.
Cranes Including
C Frames Type
Real Estate Projects: Deck Crane
a. Karjat Residential Project, Maharashtra Winches & Hoists
During the year the Company has acquired land having 8,044 sq. mtrs of F.S.I area for { 418 lacs in 6) Wharf Cranes Level
Karjat (outskirts of Mumbai) and launched a residential project on January 26th, 2011. The Ist phase Luffing Cranes Ship
& Shore Container
comprises of 160 residential units of 1 BHK and 2 BHK with ultra modern facilities to attract the middle
Cranes Transtainers
class urban population living in and around Mumbai. The initial response was found encouraging and
/Derrick Cranes
40 units out the proposed 58 units opened for booking are reserved. from 3 T to 40
Company is also in the process of acquiring another piece of land admeasuring 3,705 sq. mtrs. adjacent to T Capacity
the existing Karjat project due to the encouraging response received so far.

8 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 45


Management Discussion & Analysis
Transactions with Related Parties 2010-11 2009-10 b. Ghatkopar Residential Project.
Associates Associates The Company is constructing one residential building with two wings at our Ghatkopar Project, situated at
{ { Kurla-Kirol Road, Ghatkopar, Mumbai. As on June 30th, 2011 construction of one wing is nearing
i) Sales of Goods 1,75,33,552 1,94,28,210 completion and the second wing is two-thirds complete. Most of the apartments are sold and the
(includes Erection & other charges) Company will give possession to the buyers during the current Financial Year.
ii) Purchase of Goods 14,76,361 10,66,605
iii) Dividend received 11,228 11,228
iv) Rent received 41,76,000 41,76,000 D. Opportunity and Threats
v) Rent paid 28,81,550 31,85,400 Manufacturing
vi) Interest Paid 32,94,719 The market for construction equipment continues to be very competitive with margins under pressure.
vi) Outstanding Balance Growth is dependent on the investments in infrastructure projects in the country.
Receivable 5,32,07,231 47,12,780
The demand for pre-cast pipes and manhole systems seem encouraging based on investments in both urban
Payable 37,83,720 40,14,598
and rural areas allocated by both the Central and State Governments.
vii) Advance paid Against Commercial Property 4,95,00,000
viii) Power & Fuel Expenses 51,20,513 45,09,120 Real Estate
ix) Re-imbursement of Salary 2,74,548 In recent months, the increase in interest rates charged by banks on housing loans has affected prospective
x) Legal & Professional Expenses 1,25,000 new home buyers who either defer their decision to purchase the flats or opt for smaller size flats due to
xi) Office Expenses 78,466 90,276 which the overall sale of flats is likely to be affected in the short term.
xii) Sitting Fees Paid to Non-Executive Directors 9,20,000 8,90,000
xiii) Labour Charges Expenses 7,10,100 7,52,244 E. Internal Control Systems and their adequacy
13. Disclosure of segment information as required by AS 17 Segment Reporting. Your Company has a proper and adequate system of Internal Controls, to ensure that all assets are safeguarded
st and protected against loss from unauthorized use or disposal and commercial transactions are authorised,
SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED 31 MARCH 2011.
recorded and reported correctly. The internal control is supplemented by an extensive program of internal,
2010-11 2009-10 external audits and periodic review by the management. The system is designed to adequately ensure that
({ In Lacs) ({ In Lacs) financial and other records are reliable for presenting financial information and other data. The Audit
I) Primary Segment Information : Committee at its periodic meeting, reviews observations and recommendations contained in Internal Audit
A. Segment Revenue Reports, where Internal Auditors also participate.
1) Construction Equipment 1,020.00 926.19
2) Real Estate Development 1,833.00 1,308.34
Total Net Sales/income from operations 2,853.00 2,234.53 F. Human Resources and Industrial Relations
The Company firmly believes that its employees are key to driving performance and developing competitive
B. Segment Results advantage. The emphasis has been on proper recruitment of talent and empowerment while devoting
Profit / loss before Tax and interest for each segment resources for their continuous development.
1) Construction Equipment (4.41) 61.23
On March 31st, 2011, the Company's total permanent employee strength was 45 against 39 as on
2) Real Estate Development 329.76 352.85
March 31st, 2010.
Total 325.35 414.08
Add: Other Income 166.94 97.44
Total 492.29 511.52 G. Cautionary Statement
Less: Interest 1.32 Certain statements in the Management Discussion and Analysis section may be 'forward-looking'.
Provision for Doubtful Debts Such 'forward-looking' statements are subject to risks and uncertainties and therefore actual results could be
Profit/(Loss) before tax 492.29 510.20 different from what the Directors' envisage in terms of the future performance and outlook.
Provision for Tax 182.00 86.70
Schedules

Profit / (Loss) after tax 310.29 423.50

C. Capital Employed
(Segment Assets Segment Liabilities)
1) Construction Equipment 1,628.27 1,657.49
2) Real Estate Development 2,090.73 1,809.29
Total 3,719.00 3,467.78

44 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 9


Schedules
CORPORATE GOVERNANCE REPORT 11. Deferred Tax :
The Company has recognized deferred tax arising on account of timing differences, being the difference
CORPORATE GOVERNANCE PHILOSOPHY between the taxable income and accounting income, that originates in one period and is capable of
Your Company continues to uphold its commitment to adhere to high standards of Corporate Governance. The reversal in one or more subsequent periods in compliance with Accounting Standard (AS 22)- Accounting
Company strives to ensure transparency in all its operations, make disclosures and comply with various laws and for Taxes on income.
regulations. Emphasis therefore, is on adding value to its shareholders, investors, employees, suppliers, customers
and the community. The major components of deferred tax (liabilities) / assets arising on account of timing differences as at
The Company has laid down Code of Conduct, which binds all the board members and senior management of 31st March, 2011 are as follows :
the Company. A declaration by the Chairman to this effect is appended to this report. As at As at
The Company has also adopted a Whistle Blower Policy to provide a mechanism to enable the employees to
31.03.2011 31.03.2010
approach the Audit Committee of the Board of Directors for reporting the instances of unethical behavior, actual
or suspected fraud or violation of the Company's Code of Conduct, which may come to their Deferred tax liabilities { {
knowledge. Difference between the Written Down Value / Capital (37,67,001)
Work-In-progress of fixed assets as per the books of
BOARD OF DIRECTORS Account and Income Tax Act, 1961
The Board of the Company comprises of Eight Directors, all are Non-Executive having wide range of skills and
experience in the fields of management and industrial activities.
Deferred tax Assets
Category No. of No. of Directorship Committee Attendance
Name of Director of Directorship Meetings held Meetings in other Public Position in at last Expenses allowed for tax purpose on payment basis 1,92,971
up to 31.03.2011 Attended Companies other Public A.G.M Net deferred tax liabilities (35,74,030)
Companies
Net Deferred Tax (Liability)/Assets of Previous Year
Mr. Anand J. Vashi Chairman Net Deferred Tax Expenses for the Year (35,74,030)
4 4 Nil Nil Yes
Independent, Non-Executive

Mr. Ashok J. Patel Director 12. RELATED PARTY DISCLOSURES


Promoter, Non-Executive 4 4 4 Nil Yes
Associates Parties with whom transactions have been taken place during the year
Mr. Vinod N. Joshi Director a) GMM Pfaudler Ltd.
4 3 Nil Nil No
Corporate Governance Report

Independent, Non-Executive
b) Millars Concrete Technologies Pvt. Ltd. (Formerly Pedershaab Millars India Pvt. Ltd.)
Mr. Tarak A. Patel Director c) Glass Lined Equipment Co. Ltd.
Promoter, Non-Executive 4 3 2 Nil Yes
d) Skyline Residency Pvt. Ltd.
Mr. Jatin V. Daisaria Director e) J. V. Patel & Co. (Fin)
Promoter, Non-Executive 4 4 Nil Nil Yes
f) Ankit Overseas.
Mr. Upen M. Doshi Director g) Symphony
Independent, Non-Executive 4 4 Nil Nil Yes

Mr. Shilpin K. Tater Director Key Management Personnel


Promoter, Non-Executive 4 4 Nil Nil Yes
Mr. Anand J. Vashi - Chairman - Independent Non Executive Director
Mr. Maulik H. Dave Director Mr. Ashok J. Patel - Promoter - Non Executive Director
3 3 Nil Nil Yes
(Appointed w.e.f 23.04.2010) Promoter, Non-Executive Mr. Vinod N. Joshi - Independent - Non Executive Director
Mr. Jaysinh A. Dave Director
Mr. Tarak A. Patel - Promoter - Non Executive Director
1 1 Nil Nil No Mr. Jatin V. Daisaria - Promoter - Non Executive Director
(Resigned w.e.f 23.04.2010) Promoter, Non-Executive
Mr. Upen M. Doshi - Independent - Non Executive Director
During the financial year 2010-11, four Board Meetings were held on April 23rd, 2010, July 26th, 2010,
October 25th, 2010, and January 24th, 2011. Mr. Shilpin K. Tater - Promoter - Non Executive Director
All relevant information such as production, sales, financial results, capital expenditure proposals, statutory Mr. Maulik H. Dave - Promoter - Non Executive Director (appointed w.e.f. 23.04.2010)
dues position, etc are as a matter of routine, placed before the Board for its approval / information. Mr. Jaysinh A. Dave - Promoter - Non Executive Director (resigned w.e.f. 23.04.2010)
The agenda and the notes to the agenda were circulated to the Directors well in advance.

10 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 43


Corporate Governance Report
(B) LEAVE ENCASHMENT COMMITTEES OF DIRECTORS
st st
As at 31 March 2011 As at 31 March 2010
{ {
Defined Benefit Obligation
a) AUDIT COMMITTEE
Amount not recognized in the Balance Sheet
Present value of funded obligations The Board of Directors in their meeting held July 26th, 2010 reconstituted the Audit Committee.
Fair value of plan assets The composition of the Audit Committee along with the attendance of the members of the Audit
Present value of unfunded obligations 11,29,022 6,83,565 Committee is as follows;
Unrecognised past service cost
Net Liability / (Asset) 11,29,022 6,83,565 Name of the Director Designation No. of Meetings No. of Meetings
Amounts in the balance sheet : held up to 31.03.2011. Attended.
Liabilities 1,87,193 2,92,098
Assets
Net liability / (Asset) recognised in the Mr. Anand J. Vashi Chairman 4 4
Balance sheet 1,87,193 2,73,451
Mr. Vinod N. Joshi Member 4 3
9. (a) Details of Building No. 4 Work-In-Progress are as under
Breakup of major costs incurred As at As at Mr. Upen M. Doshi Member 4 4
31.03.2011 31.03.2010
Particulars { {
Mr. Maulik H. Dave *** Member 3 3
Opening Work-In-Progress 20,64,14,929 23,18,69,213
Add :Expenses during the Year
Statutory Payments (MCGM and Stamp Duty) 11,24,688 64,18,226 Mr. Jaysinh A. Dave *** Member 1 1
Development Expenses 8,26,03,666 6,36,76,228
Less : Cost of Flats Transferred 14,82,27,343 9,55,48,738 During the financial year 2010-11, four Audit Committee Meetings were held on April 23rd, 2010,
Closing Work-In-Progress 14,19,15,940 20,64,14,929 July 26th, 2010, October 25th, 2010, and January 24th, 2011.

(b) Details of Skyline Riverside Project (Karjat) - Work-In-Progress are as under Break-up of
major costs incurred *** During the year under review, Mr. Jaysinh A. Dave had resigned from the Audit Committee and
Particulars Mr. Maulik H. Dave has been appointed as member of the Audit Committee w.e.f. July 26th, 2010.
Opening Work-In-Progress
Add :Expenses during the Year
The broad terms of reference of the Audit Committee are as per following;
Cost of Land 4,18,00,000
Statutory Payments (MCGM and Stamp Duty) 26,22,682 Reviewing audit reports of statutory auditors with auditors and management.
Development Expenses 11,80,310 Reviewing financial reporting systems, internal control systems and control procedures.
Closing Work-In-Progress 4,56,02,992
Ensuring compliance with regulatory guidelines.
10. Earnings per share Oversight of the Company's financial reporting process and the disclosure of its financial
2010-2011 2009-2010 information to ensure that the financial statement is correct, sufficient and credible.
Face value per share { 1/- 1/- Recommending to the Board, the appointment, re-appointment and, if required the replacement
Net profit for the year { 3,10,29,191 4,23,50,097 or removal of the statutory auditor and fixation of audit fees.
a) Basic EPS Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Schedules

Weighted average number of Equity


Share outstanding Nos. 4,02,24,250 4,02,24,250 Reviewing with management about the adequacy of the internal control systems.
Basic earnings per share { 0.77 1.05 Reviewing the finding of any internal investigations by the internal auditors into matters where
b) Diluted EPS there is suspected fraud or irregularity or a failure of internal control systems of a material nature
Weighted average number of Equity Nos 4,02,24,250 4,02,24,250 and reporting the matter to the Board.
Share outstanding The minutes of the Audit Committee were placed before the Board for record.
Diluted EPS { 0.77 1.05

42 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 11


Schedules
b) SHAREHOLDERS' GRIEVANCE COMMITTEE 5. Administrative and General Expenses includes a sum of { 2,60,530/- (Previous year { 2,09,055/-)
paid to Auditors being { 1,65,475/- (Previous year { 1,10,300/-) as Audit Fees, { 27,575/-
The Board of Directors in their meeting held July 26th, 2010 reconstituted the Shareholders' Grievance
Committee. The composition of the Shareholders' Grievance Committee along with the attendance of (Previous year { 27,575/-) for Tax Audit, { 66,180/- (Previous year { 66,180/-)for certification &
the members of the Shareholders' Grievance Committee is as follows; other work, { 1,250/- (Previous year { Nil) paid for other services and { Nil as out of
pocket expenses.
Name of the Director Designation No. of Meetings No. of Meetings
held up to 31.03.2011. Attended.
6. Company has filed a suit on Nesco Ltd. (Formerly known as New Standard Engineering Co. Ltd)
Mr. Anand J. Vashi Chairman 4 4 for the recovery of its Security Deposit of { 15,00,000/- along with interest.

Mr. Vinod N.Joshi Member 4 3


7. (a) Sundry Creditors include { 81,201/- (Previous year { 2,00,498/-) due to Micro and Small
Mr. Tarak A. Patel Member 4 3 Scale enterprises. The parties to whom the amounts outstanding for more than 45 days as at
31st March, 2011 are as under:
Mr. Jatin V. Daisaria Member 4 4
Sr. No. Vendor Name
Mr. Upen M. Doshi *** Member 3 3
i Bombay Machine Tools

During the financial year 2010-11, four Shareholders' Grievance Committee Meetings were held on ii Hansu Controls Ltd
April 23rd, 2010, July 26th, 2010, October 25th, 2010, and January 24th, 2011. iii Indo Hydraulics (Bombay)

*** During the Current year, Mr. Upen M. Doshi has been appointed as member of the Shareholders' (b) The Micro, Small and Medium Enterprises have been identified by the Company from the
Grievance Committee w.e.f July 26th, 2010. available information.
(c) No provision has been made in the Accounts for interest, as no amount has been claimed from the
The Committee looks into redressing the investors' grievances / complaints viz. non receipt of transferred
shares, non-receipt of dividends, etc. Company under the interest on delayed payments by micro and small scale enterprises.
Corporate Governance Report

The Company has received 33 complaints from Shareholders / Investors which have been resolved to
the satisfaction of the complainants. None of the investors' complaints were pending unresolved as on 8. EMPLOYEE BENEFITS
March 31st, 2011. The detail break-up of complaints received and responded and the status thereof during Defined benefit plans as per Actuarial Valuation as on 31st March, 2011
the financial year ended March 31st, 2011 are given below;
(A) GRATUITY
Nature of Complaints Received and replied during the year. As at 31st March 2011 As at 31st March 2010
{ {
Non - Receipt Share Certificate(s) lodged for transfer 10
Defined Benefit Obligation 23,30,467 19,44,926
Non - Receipt of Dividend Warrants 14 Amount not recognized in the Balance Sheet
Non - Receipt of Exchange Certificate 2 Present value of funded obligations 32,54,142 29,81,349

Non - Receipt of Duplicate Share Certificate 3 Fair value of plan assets 29,81,349 24,08,431
Present value of unfunded obligations (9,23,676) (10,36,423)
Dematerialization / Rematerialization of Shares 2
Unrecognised past service cost
Others 2
Net Liability / (Asset) (9,23,676) (10,36,423)
Total 33

12 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 41


Corporate Governance Report
12. CONTINGENCIES / PROVISIONS c) REMUNERATION COMMITTEE
The Company creates a provision when there exists a present obligation as a result of a past
The Board of Directors in their meeting held on July 26th, 2010 reconstituted the Remuneration
event that probably requires an outflow of resources and a reliable estimate can be made of the
Committee. The reconstituted Remuneration Committee is as follows;
obligation. A disclosure for a contingent liability is made when there is a possible obligation or a
present obligation that may, but probably will not require an outflow of resources . When there Name of the Director Designation
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. Mr. Anand J. Vashi Chairman
Mr. Jatin V. Daisaria Member
B. NOTES TO ACCOUNTS
1. Estimated amount of Contracts remaining to be executed on Capital account and not provided Mr. Shilpin K. Tater (Appointed in Remuneration Committee w.e.f July 26th, 2010) Member
for { 834 Lacs (previous Year { 2,569 Lacs) for which advance has been Paid { 170 Lacs
The Company does not have any Whole-time Executive Director / Managing Director and is not
(Previous year { 359 Lacs)
making any payments to its Directors by way of commission or otherwise except sitting fees for
2. Contingent Liabilities not provided for : attending Meetings. Therefore, there was no meeting of the Remuneration Committee during the
(a) Claims against the Company not acknowledged as debts { 3,14,72,636/- financial year 2010-11.
(Previous Year { 3,14,72,636).
D.G.B.R. { 2,68,79,162 The details of sitting fees paid to the Directors for attending the Board / Committees Meetings of the
AVN Tubes Ltd. { 11,80,000 Company during the year under review are as follows:
Other Customers { 19,13,474
Employees { 15,00,000 Name of the Director Board Audit Shareholders Total No. of Shares held
(b) Bank Guarantee's - Outstanding letter of Credit { 17,53,000/- (Previous Year { 18,79,450/-) Meeting Committee Committee sitting by them as on
sitting fees sitting fees sitting fees fees March 31st, 2011.
3. (a) Sales Tax Assessments of Mumbai Division are completed upto the year 2002-03 and of Mr. Anand J. Vashi 80,000 40,000 40,000 1,60,000 11,000
Karamsad (Gujarat) Division upto year 2007-08. The Company does not expect any liability for
Mr. Ashok J. Patel 80,000 80,000 7,85,230
the pending assessments.
(b) Income Tax Assessments are completed upto the Assessment year 2008-09 in terms of order issued Mr. Vinod N. Joshi 60,000 30,000 30,000 1,20,000 1,000
under section 143 (3) of the Income Tax Act, 1961. The company does not expect any liability
Mr. Tarak A. Patel 60,000 30,000 90,000 55,000
for the pending assessments.
Mr. Jatin V. Daisaira 80,000 40,000 1,20,000 Nil
4. In terms of the Development Agreement dated 31.12.2003 and Supplementary Agreements
Mr. Upen M. Doshi 80,000 40,000 30,000 1,50,000 Nil
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 Mr. Shilpin K. Tater 80,000 80,000 Nil
35,577.89 Sq. Mtrs. The Company was entitled to upfront consideration of { 1,440 Lacs and Mr. Maulik H. Dave 60,000 30,000 90,000 9,510
74,446 Sq. ft. saleable area. (appointed w.e.f. 23.04.2010)
The Company has accounted for the said amount of { 1,440 Lacs towards the upfront consideration Mr. Jaysinh A. Dave. 20,000 10,000 30,000 1,68,750
during the financial year ended 31st March, 2004. The details of entitlement of the Company of (resigned w.e.f. 23.04.2010)
74, 446 Sq. ft. saleable area is as under:
i) Area under construction to be handed over by GENERAL SHAREHOLDERS INFORMATION
Skyline Residency Pvt. Ltd. to the Company 74,446 Sq. ft. 1. Details of the last three Annual General Meetings are given below;
ii) Area handed over, sold and accounted for, during Financial year 2006-07 23,594 Sq. ft.
Financial Year Date Time Venue Special Resolution(s)
iii) Area handed over, sold and accounted for, during Financial year 2007-08 21.034 Sq. ft.
Babasaheb Dahanukar Sabha Griha, 6th Floor,
Schedules

iv) Area handed over, sold and accounted for, during Financial year 2008-09 12,246 Sq. ft. 2009-10 28/09/2010 11.00 a.m. Nil
Oricon House, 12 K Dubash Marg,
v) Area handed over, sold and accounted for, during Financial year 2009-10 1,390 Sq. ft. (Rampart Row), Fort, Mumbai 400 001.
vi) Total area handed over, sold and accounted upto 31.03.2011 58,264 Sq. ft.
2008-09 29/09/2009 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 6th Floor, Nil
Balance additional saleable area to be allotted 16,182 Sq. ft. Oricon House, 12 K Dubash Marg,
by Skyline Residency Pvt. Ltd. (Rampart Row), Fort, Mumbai 400 001.
Total 74,446 Sq.ft.

40 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 13


Schedules
Financial Year Date Time Venue Special Resolution(s) 4. IMPAIRMENT OF ASSET
The Company reviews the carrying values of tangible and intangible assets for any possible impairment at
2007-08 30/09/2008 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 1. Subdivision of Shares from each balance sheet date. An impairment loss is recognized when the carrying amount of an asset exceeds
6th Floor, Oricon House, { 10/- per share into its recoverable amount. In assessing the recoverable amount, the estimated future cash flows are
12 K Dubash Marg, (Rampart Row), 10 Equity Shares of { 1/- each. discounted to their present value based on appropriate discount rates.
Fort, Mumbai 400 001.
2. Amendments in to Memorandum 5. INVESTMENTS
and Articles of Association 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. Current investments
No Extra Ordinary General Meeting of the Shareholder were held during the year. are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect
During the Financial Year 2009-10, the Company has passed two Special resolutions under section 17 and of each category of investments.
other applicable provisions of the Companies Act, 1956 obtaining shareholders' consent by pursuant to
section 192A of the Companies Act, 1956, read with the Companies (Passing of the resolution by 6. INVENTORIES
Postal ballot) Rules, 2001. Manufacturing Division :
The Company appointed Mr. Hemant Shetye, Partner of HS Associates, Practicing Company Secretary, i) Raw Materials, Components, Stores and Spare Parts are valued at lower of cost and net realizable value.
as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. The Scrutinizer Work-in-Process of the Construction Machinery is valued at estimated cost.
ii) Finished Goods are valued at lower of cost and market value.
submitted his report to the Chairman after scrutiny of ballot forms.
The Chairman of the Company declared the following results of the Postal Ballot on Monday the 7. EMPLOYEES' BENEFITS
December 7th, 2009 at 5.00 p.m. at the corporate office of the Company which is as follows: i) The Company's contribution to Provident Fund and ESIC are charged to the profit and loss account.
ii) Liability for Payment of gratuity and superannuation to employees is covered through the Group
Particulars Total No. of shares Votes in Favour % Voted Against % Invalid %
Gratuity and superannuation Schemes of Life Insurance Corporation of India. Gratuity is accounted on
Voted the basis of the premium paid to Life Insurance Corporation of India under the Group Gratuity Scheme.
Forms No. of Forms No. of Forms No. of Forms No. of iii) Provision for Leave Encashment is determined on basis of actuarial valuation.
Shares Shares Shares Shares
8. FOREIGN EXCHANGE TRANSACTIONS
Special Resolution under 88 2,73,31,606 85 2,59,23,256 94.85 1 2,250 0.01 2 14,06,100 5.14
section 17 of the Companies Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the
Act, 1956 to modify the transaction. Exchange differences arising on foreign currency transactions settled during the year
existing Object Clause of are recognized in the Profit and Loss Account of the year.
Memorandum of Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the
Association of the year end are translated at the closing exchange rate and the resultant exchange differences are
Company by inserting new recognized in the Profit and Loss Account.
Corporate Governance Report

sub-clause (4A) in clause


III of the Memorandum of 9. TAXATION
Association of the Company
and members consent
Income tax comprises current tax and deferred tax. Provisions at full rate for income tax are made in
under section 149 (2A) of accordance with the Income Tax Act, 1961.
the Act for commencement Deferred tax assets and liabilities are recognized for the future tax consequences of timing
of any or all business set differences, subject to the consideration of prudence. Deferred tax assets are recognized only to the
out in sub-clause (4A) in extent that there is reasonable certainty that sufficient future taxable income will be available
clause III of the against which such deferred tax assets can be realized.
Memorandum of Association Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted at
of the Company. the Balance Sheet date.
2. The Financial Year of the Company is from April to March and schedule for the Financial Year 10. EARNINGS PER SHARE
2011-12 is given below; Basic earning per share [EPS] are calculated by dividing the net profit or loss for the period attributable
First quarter results (30th June) End of July, 2011 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
Mailing of Annual Reports 1st week of September, 2011 shareholders and the weighted average number of equity shares outstanding during the period
th
Annual General Meeting 27 September, 2011 are adjusted for the effects of all dilutive potential equity shares.
Payment of Dividend N.A
11. BORROWING COST
Second quarter results (30th September) End of October, 2011 Borrowing costs that are directly attributable to long term projects / development activities are treated
Third quarter results (31st December) End of January, 2012 as part of the respective project cost and added to the stock in trade upto the date when such
Fourth quarter Results End of April, 2012 projects / development activities are completed. Other borrowing costs are charged as an expense in
the year in which they are incurred.

14 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 39


Corporate Governance Report
SCHEDULE 12 3. Date of Book Closure: September 19th, 2011 to September 27th, 2011.

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31st, 2011 AND PROFIT 4. Listing on Stock Exchange: Bombay Stock Exchange Limited. (Code 505650)
AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE. Ahmedabad Stock Exchange Limited (Code 1310)

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FOLLOWED IN THE COMPILATION OF


ACCOUNTS 5. Dematerialization: ISIN Number INE178E01026
1. BASIS OF PREPARATION OF FINANCIAL STATEMENT The shares of the Company are under demat trading. The Company has made necessary
(A) Basis of Accounting arrangements with CDSL and NSDL for demat facility and almost 88.98% of the Company's
The financial statements have been prepared and presented under the historical cost convention on share capital is in demat form as on March 31st, 2011.
accrual basis of accounting to comply with the accounting standards prescribed in the Companies
(Accounting standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.
(B) Use of Estimates 6. Market Price Data:
The preparation of financial statements in conformity with Generally Accepted Accounting
Bombay Stock Exchange(**)
Principles (G.A.A.P.) in India requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date Month High ({) Low ({)
of financial statements. April, 2010 12.50 8.65
May, 2010 10.29 7.93
2. REVENUE RECOGNITION
(A) Manufacturing Division June, 2010 8.95 7.98
i) Sales are exclusive of duties and taxes and after adjustment for liquidated damages. July, 2010 10.35 7.31
ii) Sales and Services are accounted on dispatch of goods and services rendered to customers on August, 2010 11.91 8.58
accrual basis.
(B) Realty Division September, 2010 12.50 9.75
i) Sales of flats representing Book Value of Ghatkopar Project in Schedule 5 are accounted on transfer October, 2010 12.00 9.60
of significant risk and rewards to the buyer. November, 2010 11.24 8.00
ii) Project at Ghatkopar Property Building No. 4:
The Company is following the Percentage of Completion Method of accounting. As per this method, December, 2010 10.19 6.91
revenue from sale of properties is recognized in Profit and Loss Account in proportion to the actual January, 2011 9.44 4.81
cost incurred as against the total estimated cost of project under execution with the Company on February, 2011 7.20 4.43
such portion of the property where there is a transfer of significant risk and rewards to the buyer.
March, 2011 6.80 4.26
iii) Skyline Riverside Project (Karjat) :
The Company is following the Percentage of Completion Method of accounting. As per this method, **(The above said Information has been sourced from Bombay Stock Exchange Limited))
revenue from sale of properties is recognized in Profit and Loss Account in proportion to the actual
cost incurred as against the total estimated cost of project under execution with the Company on
such portion of the property where there is a transfer of significant risk and rewards to the buyer. If 7. Registrar & Share Transfer Agent: M/s Link Intime India Private Limited
the actual project cost incurred is less than 20% of the total estimated project cost, no income is (Formerly Intime Specturm Registry Limited)
recognized in respect of that project in the relevant period. C-13, Pannalal Silk Mills Compound,
(C) Other Income
L.B.S Marg, Bhandup (West).
i) Interest income is accounted on accrual basis.
ii) Dividend Income is accounted for when the right to receive income is established. Mumbai 400 078
Tel no: -91-22- 2594 69 70
Schedules

3. FIXED ASSETS & DEPRECIATION Fax no: - 91-22-2594 69 69


i) Fixed assets are stated at cost less accumulated depreciation. Cost includes all expenses related to the Email: rnt.helpdesk@linkintime.co.in
acquisition and installation of fixed assets.
ii) Depreciation has been provided on straight line method at the rates specified in Schedule XIV of the www.linkintime.co.in
Companies Act, 1956.
iii) Assets of individual value upto { 5,000/- at 100%

38 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 15


Schedules
8. Share Transfer System: SCHEDULE 11 31.03.2011 31.03.2010
The entire share transfer requests lodged with the Registrar & Share Transfer Agent are processed within { {
INTEREST
a maximum period of 30 days provided all the documents are submitted.
Interest Paid to Bank 2,206
9. Shareholding Pattern as on March 31st, 2011 : Interest Paid to Others 1,30,019
Category No. of shares held % of paid up capital
Total 1,32,225
Promoters (Including persons acting in concert) 2,87,18,131 71.40
Indian Institutional Investors Nil Nil
Mutual funds & UTI Nil Nil
Banks / Financial Institutions & Insurance companies 1,000 0.00
Foreign Institutional Investors Nil Nil
General Public 1,00,19,803 24.91
Private Corporate Bodies 13,86,974 3.45
Others 98,342 0.24
Total 4,02,24,250 100.00

10. Distribution of shareholding as on March 31st, 2011 :

No. of Equity No. of Percentage of Total No. of Percentage of


Shares Held. shareholders Shareholdings Equity Shares Equity Shares
(Face Value of {1/- Each) held
Corporate Governance Report

1- 5000 4,675 94.4063 51,91,139 12.9055


5001 - 10000 144 2.9079 11,54,508 2.8702
10001 - 20000 55 1.1107 7,70,992 1.9167
20001 - 30000 19 0.3837 4,84,943 1.2056
30001 - 40000 15 0.3029 5,40,548 1.3438
40001 - 50000 7 0.1414 3,32,964 0.8278
50001 - 100000 14 0.2827 10,63,565 2.6441
100001 - ***** 23 0.4645 3,06,85,591 76.2863
Total 4,952 100.00 4,02,24,250 100.00

11 The Name & address of the Compliance Officer;


Mr. Dhawal J. Vora - Dy. G.M. Finance & Company Secretary
4th floor, Churchgate House, 32-34, Veer Nariman Road, Fort, Mumbai-400 001.
Tel.: (022) 2204 7470, 2283 1375 Fax: (022) 2204 9408 email: shares@skylinemillarsltd.com

12. Company has not issued ESOP or any G.D.R's /A.D.R's /Warrants /Convertible Instrument.

16 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 37


Corporate Governance Report
SCHEDULE 10 31.03.2011 31.03.2010 13. Disclosures:
{ { { a) Related Party Transactions
MANUFACTURING & OTHER EXPENSES :
The details of all transactions with related parties ware placed before the Audit Committee and Board
Cost of Goods Consumed/Sold Meeting on quarterly basis.
Stock at Commencement 1,13,32,486 2,55,21,135
Add: Purchases & Expenses 6,15,00,452 4,06,69,993 b) Disclosure of Accounting Treatment
7,28,32,938 66,191,128 In preparation of financial statements, the Company has followed the Accounting Standards issued by
Less: Stock at Close 1,04,50,414 1,13,32,486 the Institute of Chartered Accountants of India to the extent applicable.
6,23,82,524 5,48,58,642
c) Code of conduct
Stores, Spares and Loose Tools Consumed 19,53,666 15,61,404
The Company adopted the Code of Conduct for Directors and Senior Management Personnel. The
Cost of Flat Transferred 14,82,27,343 9,55,48,738 code had been communicated to the Directors and Members of the Senior Management and
Power & Fuel 13,31,279 10,91,546 the compliance of the same has been affirmed by them. A declaration to that effect has been enclosed
Employees' Remuneration & Benefits in the Annual Report.
Salaries, Wages, Allowances & Bonus 93,18,076 76,78,113
Gratuity 3,41,858 5,56,999 d) Non-Compliance
Contribution to Employees' There has not been any non-compliance, penalties or strictures imposed on the Company by the Stock
Provident Fund & Other Funds 7,59,341 6,88,512 Exchange, SEBI or any other Statutory Authority, on any matter relating to the Capital Markets, during the
last three years except in the financial year 2007-08, when SEBI had issued a notice for alleged violation
Welfare Expenses 2,04,030 3,38,295
of Regulation 6(2), 6(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997
1,06,23,305 92,61,919 and under 8(3) of the aforesaid regulation for the years 1997 till 2006. The Company had filed suitable
Sub-contract & Machining Charges 43,52,078 38,88,723 reply to a High Power Committee, appointed by SEBI and the matter has been disposed of by SEBI vide
Erection Charges 3,96,211 4,60,023 their consent order dated December 13th, 2007 after payment of { 2,75,000/- as consent order fees.
Repairs & Maintenance of :
Plant & Machinery 80,619 34,001 e) The company has adopted as Whistle Blower Policy and it is fully implemented by Management.
Other Assets 2,67,194 2,49,822 No personnel has been denied access to the Audit Committee.
3,47,813 2,83,823
Insurance - Net 1,35,437 56,397 f) Compliances with mandatory and non mandatory requirements of clause 49 of the listing
agreement.
Rent & Hire Charges 12,00,000 12,00,000
The company has complied with mandatory and non mandatory requirements of clause 49 of the
Rates & Taxes 15,264 14,498 listing agreement requiring it to obtain a certificate from either the auditors or practicing company
Selling Expenses 17,95,639 14,36,921 secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and
Traveling & Conveyance 2,67,579 8,42,371 annex the certificate with the Directors' Report, which is sent annually to all the shareholders of the
Postage & Telephones 6,76,590 9,06,110 Company. We have obtained a certificate to this effect from the auditors and the same is given as
Bank Charges & Guarantee Commission 1,51,100 2,36,043 an annexure to the Directors' Report.
Vehicle Expenses 5,03,210 5,40,671
Printing & Stationery 3,56,564 3,72,202 g) 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
Legal & Professional Charges 25,14,216 26,63,355
the Listing Agreement, which is appended herewith.
Loss on Exchange Rate Difference 22,452
Administrative & General Expenses 53,67,582 51,26,102 h) Management Discussion and Analysis
Schedules

(Refer Note No B 5 in Schedule 12 ) Management Discussion and Analysis Report forms part of this Annual Report and includes discussions on
Directors Sitting Fees 9,20,000 8,90,000 various matters specified under Clause 49 of the Listing Agreement.
Sales Tax Expenses 1,09,332
Bad Debts Written off 21,09,504 i) Listing Fees
Loss on Sale of Fixed Assets 1,19,265 The Company has already made payment of listing fees to the Stock Exchanges where it is listed in
compliance with the provisions of the Listing Agreement.
TOTAL 24,57,58,688 18,13,58,753

36 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 17


Schedules
j) Implementation of Code of Conduct. SCHEDULE 8
Skyline Millars Limited has adopted Code of Conduct for Insider Trading, which is based on the 31.03.2011 31.03.2010
S.E.B.I. framework and is stringent than the model code recommended under the S.E.B.I. (Prohibition { {
of Insider Trading) Regulation, 1992 being enforced by the S.E.B.I. The Company follows strict guidelines
in respect of insiders' stock trading and related disclosures. Periodic disclosures have been obtained OTHER INCOME :
from all the Directors and Designated Employees.
Rent Gross - Tax Deducted at Source 41,76,000 41,76,000
k) Means of Communication { 4,60,612/- (Previous Year { 7,52,181/-)
The Company has 4,952 shareholders as on March 31st, 2011. The main channel of communication to
the shareholders is through annual report which includes interalia, the Directors' Report, the Report on Bad Debts Recovered 1,48,897 4,750
Corporate Governance and audited financial results.
The website of the Company www.skylinemillarsltd.com acts as the primary source of information Dividend - Gross 14,739 13,261
regarding the operations of the Company. Quarterly financial results are being displayed on the
Company's website.
Miscellaneous Income 1,42,675 57,409
The Annual General Meeting is the principal forum for face to face communication with shareholders,
where the Board responds to the specific queries of the shareholders.
Quarterly results are approved by the Board of Directors and submitted to the Stock Exchanges in terms Interest Received Gross - Tax Deducted at source 61,60,427 52,38,432
of the requirements of clause 41 of the Listing Agreement. { 6,00,320/- (Previous Year { 5,85,270/-)
Quarterly results are published within 48 hours after the Board Meeting in any one of the prominent
English publications such as the Free Press Journal and one of the prominent vernacular publications Gain on Exchange Rate 18,420
such as Navshakti (Marathi).
No presentation was made during the year either to the Institutional Investors or to the analysts. Sales Tax Refund 2,26,659

14. Address for correspondence : Sundry Credit Balances Written Back 60,50,892 9,875
Shareholders may correspond all matters relating to transfer / dematerialization of shares, payment of
dividend and any other query relating to shares of the Company with the Registrar and Share Transfer Agents, TOTAL 1,66,93,630 97,44,806
at the address given below;
M/s Link Intime India Private Limited
(Formerly Intime Specturm 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 SCHEDULE 9
Corporate Governance Report

Email: rnt.helpdesk@linkintime.co.in 31.03.2011 31.03.2010


www.linkintime.co.in { { {
On behalf of the Board of Directors Increase/(Decrease) in Finished Goods
FOR SKYLINE MILLARS LIMITED and Work-In-Process :
sd/-
Anand J.Vashi
Chairman Stock at Close :
Mumbai, July 28th, 2011
Finished Goods 32,31,936 86,70,183
Work-in-Process 97,67,320 1,40,33,514
Declaration
The Board has laid down the code of conduct for all Board Members and Senior Management of the 1,29,99,256 2,27,03,697
Company. The Board Members and Senior Management personnel have affirmed compliance with the
code of conduct for and in respect of the Financial Year 2010-11.
Less : Stock at Commencement :
On behalf of the Board of Directors Finished Goods 86,70,183 70,06,222
FOR SKYLINE MILLARS LIMITED Work-in-Process 1,40,33,514 1,78,83,509
sd/- 2,27,03,697 2,48,89,731
Anand J.Vashi
Chairman
TOTAL (97,04,441) (21,86,034)
Mumbai, July 28th, 2011

18 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 35


Corporate Governance Report
SCHEDULE 6 Annexure - I
AS AT AS AT Disclosures regarding Appointment / Re-appointment of Directors;
31.03.2011 31.03.2010
CURRENT LIABILITIES & PROVISIONS : { { 1) Profile of Mr. Ashok J. Patel
1. Name of the Director Mr. Ashok J. Patel
A. CURRENT LIABILITIES :
2. Date of birth 06.09.1944
Sundry Creditors 3,29,59,639 1,48,12,755 3. Education qualification Degree in Mechanical Engineering
(Refer Note No B-7 in Schedule 12) from the University of Manchester
Other Liabilities 97,29,850 48,41,698 and Masters in Business
Unclaimed Dividend 11,63,076 6,90,271 Administration degree from
Advances Against Jobs 66,05,605 59,10,739 Columbia University.
Advances Against Sale of Flats 11,93,80,666 10,50,31,399 4. Date of appointment on the Board 17.03.1972
Other Deposits 1,62,824 1,62,824 5. Category of director Non- Executive Promoter Director.
TOTAL (A) 17,00,01,660 13,14,49,686
6. Areas of experience Industrialist
B. PROVISIONS : 7. Number of other Directorships in Public Limited Company 4
8. Number of shares held 7,85,230
Proposed Final Dividend 80,44,850
Dividend Tax 13,36,150
Interim Dividend 80,44,850 2) Profile of Mr. Anand J. Vashi
Tax on Interim Dividend 13,36,150 1. Name of the Director Mr. Anand J. Vashi
TOTAL (B) 93,81,000 93,81,000
2. Date of birth 06.04.1953
TOTAL (A) + (B) 17,93,82,660 14,08,30,686 3. Education qualification B.Com (Hons), F.C.A
4. Date of appointment on the Board 22.05.1993
5. Category of director Non- Executive Independent Director.
6. Areas of experience Practising Chartered Accountant and
is Senior Partner of a firm of
SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT & LOSS ACCOUNT FOR THE YEAR Chartered Accountants.
ENDED 31st MARCH, 2011
7. Number of other Directorships in Public Limited Company Nil
SCHEDULE 7 31.03.2011 31.03.2010 8. Number of shares held 11,000
{ {
SALES :
3) Profile of Mr. Vinod N. Joshi
Sales - Construction Equipments
Gross 11,13,14,642 9,90,95,146 1. Name of the Director Mr. Vinod N. Joshi
Less : Excise Duty 93,25,242 64,76,321 2. Date of birth 12.11.1954
Net 10,19,89,400 9,26,18,825 3. Education qualification B. E. Mech.
Schedules

4. Date of appointment on the Board 25.07.1997


Sale Of Flats 18,32,89,192 13,08,33,803
5. Category of Director Non- Executive Independent Director.
6. Areas of experience Management Consultant.
28,52,78,592 22,34,52,628 7. Number of other directorships in Public Limited Company Nil
8. Number of shares held 1,000

34 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 19


Schedules
Annexure - II AS AT AS AT
31.03.2011 31.03.2010
Compliance Certificate from the Statutory Auditors of the Company. { {

As required by clause 49 of the Listing Agreement, the certificate from a Statutory Auditors of the Company B. LOANS & ADVANCES :
is given as an Appendix to the report on Corporate Governance. (Unsecured, Considered Good, Unless Otherwise Stated)

On behalf of the Board of Directors Advances Recoverable in Cash or in Kind or


FOR SKYLINE MILLARS LIMITED for value to be received subject to confirmations.
sd/- Considered Good 7,82,93,254 4,49,26,608
Anand J. Vashi
Chairman
Mumbai, July 28 th, 2011. Balance with Central Excise 2,79,831 2,74,868

Other Deposits (Subject to Confirmations)


(Refer Note No. B 6 in Schedule 12)
Considered Good 27,50,264 24,89,722

Pre-paid Expenses 1,38,540 2,10,782

Loans to Staff 5,62,910 3,74,147

Advance Payment of Income Tax and


TDS Net of Provisions for Tax 5,10,496 3,31,600
TOTAL (B) 8,25,35,295 4,86,07,727
Corporate Governance Report

TOTAL (A) + (B) 49,45,55,800 46,59,05,202

20 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 33


Corporate Governance Report
SCHEDULE 5 AUDITORS' REPORT ON CORPORATE GOVERNANCE
AS AT AS AT
31.03.2011 31.03.2010 TO THE MEMBERS OF
{ { { SKYLINE MILLARS LIMITED
CURRENT ASSETS, LOANS AND ADVANCES :
We have examined the compliance of conditions of Corporate Governance by SKYLINE MILLARS LIMITED
A. CURRENT ASSETS :
for the year ended 31st March, 2011 as stipulated in clause 49 of the Listing Agreement entered into with the
INVENTORIES stock exchanges.
As Taken, Valued & Certified by the
Director and Approved by the Board of Directors. The compliance of conditions of Corporate Governance is the responsibility of the management. Our
Stock-in-trade : examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
Raw Materials And Components - at Cost 1,04,50,414 1,13,32,486 the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion
Finished Goods-at Lower of Cost on the financial statements of the Company.
or Market Value 32,31,936 86,70,183
Work-in-Process - (At Estimated Cost.) 97,67,320 1,40,33,514 In our opinion and to the best of our information and according to the explanations given to us, and the
representations made by the directors and the management, we certify that the Company has complied with
2,34,49,670 3,40,36,183 the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
Book Value of Ghatkopar Project 2,59,60,831 2,59,60,831
Building No. 4 Work-In-Progress 14,19,15,940 20,64,14,929 We state that no investor grievances are pending for a period exceeding one month against the Company as
(Refer Note No. B-9(a) in Schedule 12) per the records maintained by the Share Registrars and reviewed by Shareholders' / Investors' Grievance
Skyline Riverside Project (Karjat) Work-In-Progress 4,56,02,992 Committee.
(Refer Note No. B-9(b) in Schedule 12)
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
Sundry Debtors - Unsecured, Considered
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Good unless otherwise stated subject
to confirmations.
For SHAH & CO.,
Debts outstanding for a period
Chartered Accountants
exceeding six months.
FRN 109430W
Considered Good 61,88,089 1,22,98,531 Mumbai, July 28th, 2011.
Considered Doubtful (H. N. SHAH)
Other Debts (Considered Good) 2,43,36,483 1,71,08,895 Partner
3,05,24,572 2,94,07,426 Membership No: 008152
Cash and Cheques on Hand 84,646 48,176
Balances with Scheduled Banks :
In Current Accounts 74,99,486 22,73,662 FINANCIAL CONTROLLER CERTIFICATION AS REQUIRED BY CLAUSE 49(V) OF THE LISTING
In Fixed Deposit Accounts 10,59,23,224 11,20,06,042 AGREEMENT
In Unclaimed Dividend Accounts 11,63,076 8,53,095
In Margin Accounts 36,379 11,48,760 As required by sub-clause V of Clause 49 of the Listing Agreement with the Stock Exchange, I certify that
In Debenture Interest Accounts 35,975 for the financial year ended March 31st, 2011, the Company has complied with the requirements of the
11,46,22,165 11,63,17,534 said sub-clause.
Schedules

Other Current Assets


For Skyline Millars Limited
Transfer of Development Rights 2,93,80,340 31,09,350
sd/-
Interest Receivable on Fixed Deposits 4,79,349 20,03,046
Hitesh P. Sangoi
2,98,59,689 51,12,396 Financial Controller
TOTAL (A) 41,20,20,505 41,72,97,475
Continued..... Mumbai, July 28th, 2011.

32 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 21


Schedules
AS AT AS AT
AUDITORS' REPORT 31.03.2011 31.03.2010
ii) UNQUOTED :- { {
TO THE MEMBERS OF SKYLINE MILLARS LIMITED 10 Shares of The Sanskar Co-Operative Premises
We have audited the attached Balance Sheet of Skyline Millars Limited as at 31st March, 2011 and also the Society Ltd., of the Face Value { 50/- Each, 500 500
Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed Fully Paid Up.
thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit. 10 Shares of Panchamahal Development Co-Operative
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards Society Limited of the Face Value of { 100/- Each,
require that we plan and perform the audit to obtain reasonable assurance about whether the financial Fully Paid Up. 1,000 1,000
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting 500 Equity Shares of Beclawant of India Ltd., of
principles used and significant estimates made by management, as well as evaluating the overall financial the Face Value of { 100/- Each, Fully Paid Up.
statement presentation. We believe that our audit provides a reasonable basis for our opinion. (Under Liquidation) 50,000 50,000
As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement 1,60,000 Equity Shares of Pune Readymix Concrete
on the matters specified in paragraphs 4 and 5 of the said order. Industries Ltd., of the Face Value of { 10/- Each,
Fully Paid Up. 16,00,000 16,00,000
Further to our comments referred to above, we state that: TOTAL (B) 19,28,835 17,47,710
a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit. C IN MUTUAL FUNDS
b) In our opinion, proper books of account as required by law have been kept by the company so far as appears DSP Merrill Lynch Savings Plan Aggressive-growth 25,05,974 25,05,974
from our examination of the books. 1,87,491.027 Units of the Face Value of { 10/-
c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement referred to in this report are Market Value { 35,89,328/-(Previous Year { 34,32,510/-)
in agreement with the books of accounts.
d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by ICICI Prudential Liquid Plan-weekly dividend reinvestment 24,517 23,471
this report comply with the accounting standards referred to in section 211 (3C) of the Companies 206.303 Units (Previous Year 197.500 Units of the Face Value
Act,1956. of { 1/-) The Face Value of { 10/- Market Value { 24,519/-
e) On the basis of the written representations received from the Directors as on 31st March 2011 and taken on (Previous Year { 23,466/-)
record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2011
from being appointed as Director in terms of clause (g) of sub section (1) of section 274 of the Companies TOTAL (C) 25,30,491 25,29,445
Act, 1956.
f) In our opinion and to the best of our information and according to the explanations given to us, the said TOTAL (A)+(B)+(C) 44,61,326 42,79,155
accounts read together with the notes in schedule 12 give the information required by the Companies
Act,1956 in the manner so required and give a true and fair view, in conformity with the accounting Less: Diminution in the Value of Investments 16,50,000 16,50,000
principles generally accepted in India:
i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2011. TOTAL 28,11,326 26,29,155
ii) In the case of the Profit and Loss Account of the PROFIT of the Company for the year ended on
Auditors Report

that date.
iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date;
As At 31.03.2011 As At 31.03.2010
FOR SHAH & CO.,
Book Market Book Market
Chartered Accountants
FRN 109430W Value Value Value Value
Mumbai, July 28th, 2011 AGGREGATE VALUE OF SECURITIES
(H. N. SHAH) Quoted Investments 28,07,826 43,67,148 26,25,655 39,47,846
Partner Unquoted Investments 16,53,500 16,53,500
Membership No: 008152 44,61,326 43,67,148 42,79,155 39,47,846

22 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 31


Auditors Report
SCHEDULE 4 ANNEXURE TO THE AUDITORS' REPORT
AS AT AS AT (Referred to in Paragraph (3) of our Report of even date)
31.03.2011 31.03.2010
{ { 1 a) The Company has maintained proper records showing full particulars including quantitative
INVESTMENTS - AT COST : details and situation of fixed assets.
Long Term Investments b) As informed, there is a regular program of physical verification, which in our opinion is reasonable,
having regard to the size of the Company and the nature of fixed assets. No material discrepancies have
been noticed in respect of the assets physically verified during the year.
A. IN GOVERNMENT SECURITIES : c) Fixed Assets disposed of during the year were not substantial and therefore do not affect the going
UNQUOTED :- concern assumption.
6 Years National Savings Certificates of
the face value of { 2,000/- Deposited with 2 a) The Stock of finished goods, stores, spares and raw materials have been physically verified by the
Orissa State Sales Tax Authorities. 2,000 2,000 Management at the end of the year or after the close of the year.
TOTAL (A) 2,000 2,000 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
B IN SHARES, DEBENTURES OR BONDS : verification of stocks as compared to books records were not material and the same have been
i) QUOTED :- properly dealt with in the books of accounts.
4,010 Equity Shares (including 1,335 Bonus Shares) of
GMM Pfaudler Ltd., of the Face Value of { 2/- Each, 3 a) According to the information and explanation given to us, the Company has not granted any loans,
Fully Paid Up Market Value { 3,97,993/- secured or unsecured to Companies, Firms or other parties covered in the register maintained under
(Previous Year { 3,76,739/-) 5,860 5,860 Section 301 of the Companies Act ,1956. Therefore the provisions of clause 4 (iii) (b) to (d) of the
Companies (Auditors' Report) Order, 2003 are not applicable for the year under report.
b) The Company has not taken any loans secured/unsecured from companies, firms or other parties
100 Equity Shares of Hyderabad Industries Ltd. covered in the register maintained under section 301 of the Companies Act,1956. Therefore, the
of the Face Value of { 10/- Each Fully provisions of clause 4 (iii) (f) and (g) of the Companies (Auditors' Report) order, 2003 are not applicable
Paid Up. Market Value { 32,205/- 9,700 9,700 for the year under report.
(Previous Year { 57,265/-)
4. In our opinion and according to the information and explanations given to us, there is an adequate
100 Equity Shares of Cranex Ltd., of internal control procedure commensurate with the size of the Company and the nature of its business for
the face Value of { 10/- Each, Fully Paid Up. the purchase of stores, raw materials including components and fixed assets and with regard to the sale of
Market Value { 495/- 1,100 1,100 goods and services. During the course of our audit no major weakness has been noticed in the
(Previous Year { 431/-) internal control system.
5 a) To the best of our knowledge and belief and according to the information and explanations given to us,
50 Equity Shares of Mukand Ltd., of the we are of the opinion that the transactions that need to be entered into the register maintained
Face Value of { 10 Each, Fully Paid Up. under Section 301 of the Companies Act, 1956 have been so entered.
Market Value { 2,270/- 2,700 2,700 b) In our opinion and having regard to the explanation that in few cases of purchase where the items are
(Previous Year { 3,307/-) of a special nature for which no comparable quotations are available, transactions made in pursuance
of contracts or arrangements entered in the register, maintained under Section 301 of the Companies
250 Equity Shares of Greaves Ltd., of the Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have
Face Value of { 2/- Each, Fully Paid Up. been made at prices which are reasonable having regard to prevailing market prices at the relevant
Market Value { 23,825/- 2,600 2,600 time where such market prices are available.
(Previous Year { 14,660/-)
6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA
of the Companies Act, 1956 and the rules framed thereunder. To the best of our knowledge and according
264 Equity Shares of Reliance Power Ltd. 74,250 74,250
to the information and explanation given to us, no order has been passed by the Company Law Board.
Schedules

(including 99 Bonus Shares) of the Face Value


of { 10/- Each Fully Paid Up Market Value { 34,241/- 7. The Company has an internal audit system which in our opinion is commensurate with the size of the
(Previous Year { 39,468/-) Company and the nature of its business.

750 Equity Shares of Coal India Ltd.. 1,81,125 8. To the best our knowledge and according to the information and explanations given to us, the Central
of the Face Value of { 10/- Each Market Value { 2,60,325/-. Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies
(Previous Year Nil) Act, 1956 for any of the products of the Company.

30 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 23


Schedules
9 a) According to the information and explanations given to us, the Company is regular in depositing with SCHEDULE 2 AS AT AS AT
appropriate authorities undisputed statutory dues including provident fund, investor education and 31.03.2011 31.03.2010
protection fund, employees' state insurance, income tax, sales tax, service tax, wealth tax, customs RESERVES & SURPLUS : { { {
duty, excise duty, cess and other material statutory dues applicable to it. Capital Reserve
b) According to the information and explanations given to us, no undisputed amounts, payable in respect as per Last Balance Sheet 27,85,361 27,85,361
of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears as at
March 31st, 2011 for a period of more than six months from the date they became payable.
Preference Shares Redemption Reserve
c) According to the information and explanations given to us, there are no dues of sales tax, income tax,
excise duty and service tax which have not been deposited on account of any dispute. as per Last Balance Sheet 57,37,100 57,37,100

10. The Company has no accumulated losses at the end of the financial year and has not incurred any cash Share Premium as per Last Balance Sheet 12,94,37,050 12,94,37,050
losses in the financial year under report or in the immediately preceding financial year.
General Reserve
11. According to the information explanations given to us, the Company has not defaulted in repayment of as per Last Balance Sheet 1,46,00,000 1,01,00,000
dues to financial institutions/banks. The Company has not issued any debentures. Add : Transfer From Profit And Loss Account 45,00,000 45,00,000
1,91,00,000 1,46,00,000
12. According to the information and explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares, debentures and other securities.
Profit & Loss Account 17,10,42,504 15,38,94,312
13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the TOTAL 32,81,02,015 30,64,53,823
provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the
Company.
SCHEDULE 3
14. In our opinion and according to the information and explanations given to us, the Company is not dealing FIXED ASSETS
in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause
4 (xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company. GROSS BLOCK DEPRECIATION NET BLOCK
DESCRIPTION B00K VALUE ADDITIONS DEDUCTIONS BOOK VALUE UPTO FOR THE DEDUCTION TOTAL UPTO AS ON AS ON
15. According to the information and explanations given to us, the Company has not given any guarantee for AS ON 1.4.10 DURING DURING AS ON 31.3.11 31.3.10 YEAR 31.3.11 31.3.11 31.3.10
loans taken by others from banks or financial institutions. THE YEAR THE YEAR
{ { { { { { { { { {
16. The Company has not obtained any term loans during the year.
LAND 2,76,00,000 2,76,00,000 2,76,00,000
BUILDING &
17. According to the information and explanations given to us, and on an overall examination of the Balance
ELE. FITTINGS 2,33,20,420 2,33,20,420 89,84,993 7,01,437 96,86,430 1,36,33,990 1,43,35,427
Sheet of the Company, there are no funds raised on short-term basis which have been used for long-term
RESIDENTIAL
investment. QUARTERS 14,429 14,429 8,654 235 8,889 5,540 5,775
PLANT &
18. During the year under report, the Company has not made any preferential allotment of shares to any party MACHINERY 78,43,514 78,43,514 62,14,379 3,72,567 65,86,946 12,56,568 16,29,135
covered in the register maintained under Section 301 of the Companies Act, 1956. FURN.FIXT. 7,35,926 5,18,789 12,54,715 1,92,468 53,360 2,45,829 10,08,886 5,43,458
OFFICE EQUIPMENT 4,41,379 1,83,299 6,24,678 1,11,595 25,324 1,36,919 4,87,759 3,29,784
19. The Company has not issued any debentures during the year.
COMPUTERS 10,21,792 87,511 11,09,303 8,48,614 58,670 9,07,284 2,02,019 1,73,178
Auditors Report

20. The Company has not raised any money by way of public issue during the year. VEHICLES 36,23,336 36,23,336 16,65,691 3,88,377 20,54,069 15,69,267 19,57,646
TOTAL 3,70,00,796 2,83,89,599 6,53,90,395 1,80,26,394 15,99,971 1,96,26,365 4,57,64,030 1,89,74,403
21. According to the information and explanation given to us, no fraud on or by the company was noticed or CAPITAL WIP -
reported during the year. WADA 9,29,416 9,29,416 9,29,416
CAPITAL WIP -
For SHAH & CO., UMRETH 72,22,383 72,22,383 72,22,383
Chartered Accountants CAPITAL WIP -
TOTAL 81,51,799 81,51,799 81,51,799
FRN 109430W
th
Mumbai, July 28 , 2011 GROSS TOTAL 3,70,00,796 3,65,41,398 7,35,42,194 1,80,26,394 15,99,971 1,96,26,365 5,39,15,829 1,89,74,403
(H. N. SHAH) PREVIOUS YEAR 3,74,16,254 79,826 4,95,284 3,70,00,796 1,65,58,396 16,74,017 2,06,019 1,80,26,394 1,89,74,402 2,08,57,858
Partner
Membership No : 008152 Note :
Depreciation has been provided on straight line method at the rates prescribed in schedule XIV of the Companies Act, 1956.

24 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 29


Financial Highlights
SCHEDULES ATTACHED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2011 FIVE YEARS FINANCIAL HIGHLIGHTS ({ in Lacs)

Description 2010-11 2009-10 2008-09 2007-08 2006-07


SCHEDULE 1 AS AT AS AT
31.03.2011 31.03.2010
{ { SALES & EARNINGS
Sales & other income 3062.92 2363.71 1737.20 2255.49 1776.66
SHARE CAPITAL : Profit Before Tax 492.29 510.20 519.65 643.90 257.14
AUTHORISED : Profit After Tax 310.29 423.50 433.24 566.90 223.78
10,00,00,000 Equity Shares of {1/- Each Dividends 80.45 80.45 80.45 80.45

ASSETS
(Previous year 10,00,00,000 Equity Shares of {1/- Each)
10,00,00,000 10,00,00,000 Net Fixed Assets 539.16 189.74 208.58 224.85 200.12
Investments 28.11 26.29 26.28 26.27 525.59
ISSUED, SUBSCRIBED & PAID UP
Net Current assets 3151.73 3250.75 2902.23 2546.85 642.64
4,02,24,250 Equity Shares (PREVIOUS YEAR 4,02,24,250 )
Equity Shares of {1/- Each 4,02,24,250 4,02,24,250
REPRESENTED BY
Fully Paid Up
Share Capital 402.24 402.24 402.24 402.24 375.24
TOTAL 4,02,24,250 4,02,24,250 Reserves 3281.02 3064.54 2734.85 2395.73 977.95
Borrowings 15.16
Deferred Tax Liability 35.74
NOTES : Total Funds 3719.00 3466.78 3137.09 2797.97 1368.35

Out of the above :

(a) 1,000 Equity Shares were issued as fully paid up pursuant to a contract without payment being
FUND FLOW STATEMENT 2010-2011 2009-2010
received in cash.
({ in Lacs) ({ in Lacs)
(b) 21,00,000 Equity Shares were issued as fully paid up Bonus Shares by capitalisation of part
of General Reserve. SOURCES OF FUNDS
PROFIT AFTER TAX 310.29 423.50
(c) 41,40,150 Equity Shares were allotted as fully paid up without payment being received in cash
DEPRECIATION 16.00 14.69
to the Shareholders of Khandelwal Udyog Ltd., under the scheme of amalgamation pursuant to the
INCREASE IN DEFERRED TAX LIABILITY 35.74
order of the High Court, Bombay, dated 13th August, 1976 and as per sanction of the Controller DECREASE IN FIXED ASSETS 4.95
of Capital Issues by his letter dated 22nd March, 1977.
362.03 443.14
(d) 97,34,100 Equity Shares were allotted on conversion of 97,341 - 14% Secured Redeemable
Partly Convertible Debentures of { 200/- each. APPLICATION
INCREASE IN FIXED ASSETS 365.42 0.80
(e) 35,10,000 Equity Shares and 13,50,000 Fully Convertible Warrants were issued and allotted on
INCREASE IN INVESTMENTS 1.82 0.01
preferential basis as per Section 81 (1A) of the Companies Act, 1956 and the approval of the
INCREASE/(DECREASE) IN WORKING CAPITAL (99.02) 348.52
Shareholders was taken in the Extra Ordinary General Meeting held on 2nd January, 2007
DIVIDEND & DIVIDEND TAX 93.81
Schedules

(f) 1,35,00,000 Equity Shares were issued and allotted during the financial year 2007-08 on conversion INTERIM DIVIDEND & DIVIDEND TAX 93.81
of 13,50,000 Fully Convertible Warrants as approved by the Board of Directors in their meeting 362.03 443.14
held 29th June, 2007.

(g) The Equity shares of the Company have been Sub-divided from {10/- to {1/- w.e.f.
6th November, 2008.

28 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 25


Profit and Loss Account
BALANCE SHEET AS AT 31st MARCH, 2011 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2011
st

AS AT AS AT
31.03.2011 31.03.2010 31.03.2011 31.03.2010
Schedule { { { Schedule { {
INCOME :
SOURCES OF FUNDS Sales - Net 7 28,52,78,592 22,34,52,628
Shareholder's Fund Erection & Service Charges 43,20,098 31,73,692
Share Capital 1 4,02,24,250 4,02,24,250
Other Income 8 1,66,93,630 97,44,806
Reserves & Surplus 2 32,81,02,015 30,64,53,823
30,62,92,320 23,63,71,126
36,83,26,265 34,66,78,073
Deferred Tax Liability 35,74,030 Increase/(decrease) in Stocks 9 (97,04,441) (21,86,034)
TOTAL 37,19,00,295 34,66,78,073 TOTAL 29,65,87,879 23,41,85,092
EXPENDITURE :
APPLICATION OF FUNDS
Manufacturing & Other Expenses 10 24,57,58,688 18,13,58,753
Fixed Assets 3
Interest 11 1,32,225
Gross Block 6,53,90,395 3,70,00,796
Less : Depreciation 1,96,26,365 1,80,26,394 Depreciation 15,99,970 16,74,017
Net Block 4,57,64,030 1,89,74,402 TOTAL 24,73,58,658 18,31,64,995
Add. : Capital Work-In-Progress 81,51,799
5,39,15,829 1,89,74,402
Profit Before Tax 4,92,29,221 5,10,20,097
Investments 4 28,11,326 26,29,155
Current Assets, Loans And Advances 5 Provision For Taxation - Current Tax 1,46,26,000 86,70,000
Inventories 2,34,49,670 3,40,36,183 Deferred Tax 35,74,030
Book Value Of Ghatkopar Project 2,59,60,831 2,59,60,831 Net Profit for the Year 3,10,29,191 4,23,50,097
Building No.4, Work-In-Progress 14,19,15,940 20,64,14,929 Balance Brought Forward From Previous Year 15,38,94,312 12,54,25,215
Skyline Riverside Project (Karjat), Balance available For Appropriation 18,49,23,504 16,77,75,312
Work-In-Progress 4,56,02,992 Less : Appropriations
Sundry Debtors 3,05,24,572 2,94,07,426 Transferred to General Reserve 45,00,000 45,00,000
Cash & Bank Balances 11,47,06,811 11,63,65,710 Proposed Dividend 80,44,850
Other Current Assets 2,98,59,689 51,12,396 Dividend Tax 13,36,150
Loans And Advances 8,25,35,295 4,86,07,727 Interim Dividend 80,44,850
49,45,55,800 46,59,05,202 Tax on Interim Dividend 13,36,150
Balance Carried To Balance Sheet 17,10,42,504 15,38,94,312
Less : Current Liabilities And Provisions 6
Current Liabilities 17,00,01,660 13,14,49,686 Face Value Per Share { 1/- { 1/-
Provisions 93,81,000 93,81,000 Basic Earnings Per Share { 0.77 { 1.05
17,93,82,660 14,08,30,686 Diluted Earnings Per Share { 0.77 { 1.05
Net Current Assets 31,51,73,140 32,50,74,516
TOTAL 37,19,00,295 34,66,78,073
NOTES ON ACCOUNTS 12 NOTES ON ACCOUNTS 12

The Notes in Schedule 12 and Schedules referred to herein form an integral part of the Balance Sheet. The Notes in Schedule 12 and Schedules referred to herein form an integral part of the Profit and Loss Account.
Balance Sheet

As per our Report of even date For and on behalf of the Board As per our Report of even date For and on behalf of the Board

For SHAH & CO, Mr. Tarak A. Patel For SHAH & CO, Mr. Tarak A. Patel
Chartered Accountants Directors Chartered Accountants Directors
FRN 109430W FRN 109430W
Mr. Jatin V. Daisaria Mr. Jatin V. Daisaria
H.N. SHAH H.N. SHAH
Partner Partner
Membership No.008152 Membership No.008152

Mumbai, July 28th, 2011 Mumbai, July 28th, 2011 Mumbai, July 28th, 2011 Mumbai, July 28th, 2011

26 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 27


Profit and Loss Account
BALANCE SHEET AS AT 31st MARCH, 2011 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2011
st

AS AT AS AT
31.03.2011 31.03.2010 31.03.2011 31.03.2010
Schedule { { { Schedule { {
INCOME :
SOURCES OF FUNDS Sales - Net 7 28,52,78,592 22,34,52,628
Shareholder's Fund Erection & Service Charges 43,20,098 31,73,692
Share Capital 1 4,02,24,250 4,02,24,250
Other Income 8 1,66,93,630 97,44,806
Reserves & Surplus 2 32,81,02,015 30,64,53,823
30,62,92,320 23,63,71,126
36,83,26,265 34,66,78,073
Deferred Tax Liability 35,74,030 Increase/(decrease) in Stocks 9 (97,04,441) (21,86,034)
TOTAL 37,19,00,295 34,66,78,073 TOTAL 29,65,87,879 23,41,85,092
EXPENDITURE :
APPLICATION OF FUNDS
Manufacturing & Other Expenses 10 24,57,58,688 18,13,58,753
Fixed Assets 3
Interest 11 1,32,225
Gross Block 6,53,90,395 3,70,00,796
Less : Depreciation 1,96,26,365 1,80,26,394 Depreciation 15,99,970 16,74,017
Net Block 4,57,64,030 1,89,74,402 TOTAL 24,73,58,658 18,31,64,995
Add. : Capital Work-In-Progress 81,51,799
5,39,15,829 1,89,74,402
Profit Before Tax 4,92,29,221 5,10,20,097
Investments 4 28,11,326 26,29,155
Current Assets, Loans And Advances 5 Provision For Taxation - Current Tax 1,46,26,000 86,70,000
Inventories 2,34,49,670 3,40,36,183 Deferred Tax 35,74,030
Book Value Of Ghatkopar Project 2,59,60,831 2,59,60,831 Net Profit for the Year 3,10,29,191 4,23,50,097
Building No.4, Work-In-Progress 14,19,15,940 20,64,14,929 Balance Brought Forward From Previous Year 15,38,94,312 12,54,25,215
Skyline Riverside Project (Karjat), Balance available For Appropriation 18,49,23,504 16,77,75,312
Work-In-Progress 4,56,02,992 Less : Appropriations
Sundry Debtors 3,05,24,572 2,94,07,426 Transferred to General Reserve 45,00,000 45,00,000
Cash & Bank Balances 11,47,06,811 11,63,65,710 Proposed Dividend 80,44,850
Other Current Assets 2,98,59,689 51,12,396 Dividend Tax 13,36,150
Loans And Advances 8,25,35,295 4,86,07,727 Interim Dividend 80,44,850
49,45,55,800 46,59,05,202 Tax on Interim Dividend 13,36,150
Balance Carried To Balance Sheet 17,10,42,504 15,38,94,312
Less : Current Liabilities And Provisions 6
Current Liabilities 17,00,01,660 13,14,49,686 Face Value Per Share { 1/- { 1/-
Provisions 93,81,000 93,81,000 Basic Earnings Per Share { 0.77 { 1.05
17,93,82,660 14,08,30,686 Diluted Earnings Per Share { 0.77 { 1.05
Net Current Assets 31,51,73,140 32,50,74,516
TOTAL 37,19,00,295 34,66,78,073
NOTES ON ACCOUNTS 12 NOTES ON ACCOUNTS 12

The Notes in Schedule 12 and Schedules referred to herein form an integral part of the Balance Sheet. The Notes in Schedule 12 and Schedules referred to herein form an integral part of the Profit and Loss Account.
Balance Sheet

As per our Report of even date For and on behalf of the Board As per our Report of even date For and on behalf of the Board

For SHAH & CO, Mr. Tarak A. Patel For SHAH & CO, Mr. Tarak A. Patel
Chartered Accountants Directors Chartered Accountants Directors
FRN 109430W FRN 109430W
Mr. Jatin V. Daisaria Mr. Jatin V. Daisaria
H.N. SHAH H.N. SHAH
Partner Partner
Membership No.008152 Membership No.008152

Mumbai, July 28th, 2011 Mumbai, July 28th, 2011 Mumbai, July 28th, 2011 Mumbai, July 28th, 2011

26 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 27


Financial Highlights
SCHEDULES ATTACHED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31st MARCH, 2011 FIVE YEARS FINANCIAL HIGHLIGHTS ({ in Lacs)

Description 2010-11 2009-10 2008-09 2007-08 2006-07


SCHEDULE 1 AS AT AS AT
31.03.2011 31.03.2010
{ { SALES & EARNINGS
Sales & other income 3062.92 2363.71 1737.20 2255.49 1776.66
SHARE CAPITAL : Profit Before Tax 492.29 510.20 519.65 643.90 257.14
AUTHORISED : Profit After Tax 310.29 423.50 433.24 566.90 223.78
10,00,00,000 Equity Shares of {1/- Each Dividends 80.45 80.45 80.45 80.45

ASSETS
(Previous year 10,00,00,000 Equity Shares of {1/- Each)
10,00,00,000 10,00,00,000 Net Fixed Assets 539.16 189.74 208.58 224.85 200.12
Investments 28.11 26.29 26.28 26.27 525.59
ISSUED, SUBSCRIBED & PAID UP
Net Current assets 3151.73 3250.75 2902.23 2546.85 642.64
4,02,24,250 Equity Shares (PREVIOUS YEAR 4,02,24,250 )
Equity Shares of {1/- Each 4,02,24,250 4,02,24,250
REPRESENTED BY
Fully Paid Up
Share Capital 402.24 402.24 402.24 402.24 375.24
TOTAL 4,02,24,250 4,02,24,250 Reserves 3281.02 3064.54 2734.85 2395.73 977.95
Borrowings 15.16
Deferred Tax Liability 35.74
NOTES : Total Funds 3719.00 3466.78 3137.09 2797.97 1368.35

Out of the above :

(a) 1,000 Equity Shares were issued as fully paid up pursuant to a contract without payment being
FUND FLOW STATEMENT 2010-2011 2009-2010
received in cash.
({ in Lacs) ({ in Lacs)
(b) 21,00,000 Equity Shares were issued as fully paid up Bonus Shares by capitalisation of part
of General Reserve. SOURCES OF FUNDS
PROFIT AFTER TAX 310.29 423.50
(c) 41,40,150 Equity Shares were allotted as fully paid up without payment being received in cash
DEPRECIATION 16.00 14.69
to the Shareholders of Khandelwal Udyog Ltd., under the scheme of amalgamation pursuant to the
INCREASE IN DEFERRED TAX LIABILITY 35.74
order of the High Court, Bombay, dated 13th August, 1976 and as per sanction of the Controller DECREASE IN FIXED ASSETS 4.95
of Capital Issues by his letter dated 22nd March, 1977.
362.03 443.14
(d) 97,34,100 Equity Shares were allotted on conversion of 97,341 - 14% Secured Redeemable
Partly Convertible Debentures of { 200/- each. APPLICATION
INCREASE IN FIXED ASSETS 365.42 0.80
(e) 35,10,000 Equity Shares and 13,50,000 Fully Convertible Warrants were issued and allotted on
INCREASE IN INVESTMENTS 1.82 0.01
preferential basis as per Section 81 (1A) of the Companies Act, 1956 and the approval of the
INCREASE/(DECREASE) IN WORKING CAPITAL (99.02) 348.52
Shareholders was taken in the Extra Ordinary General Meeting held on 2nd January, 2007
DIVIDEND & DIVIDEND TAX 93.81
Schedules

(f) 1,35,00,000 Equity Shares were issued and allotted during the financial year 2007-08 on conversion INTERIM DIVIDEND & DIVIDEND TAX 93.81
of 13,50,000 Fully Convertible Warrants as approved by the Board of Directors in their meeting 362.03 443.14
held 29th June, 2007.

(g) The Equity shares of the Company have been Sub-divided from {10/- to {1/- w.e.f.
6th November, 2008.

28 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 25


Schedules
9 a) According to the information and explanations given to us, the Company is regular in depositing with SCHEDULE 2 AS AT AS AT
appropriate authorities undisputed statutory dues including provident fund, investor education and 31.03.2011 31.03.2010
protection fund, employees' state insurance, income tax, sales tax, service tax, wealth tax, customs RESERVES & SURPLUS : { { {
duty, excise duty, cess and other material statutory dues applicable to it. Capital Reserve
b) According to the information and explanations given to us, no undisputed amounts, payable in respect as per Last Balance Sheet 27,85,361 27,85,361
of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were in arrears as at
March 31st, 2011 for a period of more than six months from the date they became payable.
Preference Shares Redemption Reserve
c) According to the information and explanations given to us, there are no dues of sales tax, income tax,
excise duty and service tax which have not been deposited on account of any dispute. as per Last Balance Sheet 57,37,100 57,37,100

10. The Company has no accumulated losses at the end of the financial year and has not incurred any cash Share Premium as per Last Balance Sheet 12,94,37,050 12,94,37,050
losses in the financial year under report or in the immediately preceding financial year.
General Reserve
11. According to the information explanations given to us, the Company has not defaulted in repayment of as per Last Balance Sheet 1,46,00,000 1,01,00,000
dues to financial institutions/banks. The Company has not issued any debentures. Add : Transfer From Profit And Loss Account 45,00,000 45,00,000
1,91,00,000 1,46,00,000
12. According to the information and explanations given to us, the Company has not granted any loans and
advances on the basis of security by way of pledge of shares, debentures and other securities.
Profit & Loss Account 17,10,42,504 15,38,94,312
13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the TOTAL 32,81,02,015 30,64,53,823
provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the
Company.
SCHEDULE 3
14. In our opinion and according to the information and explanations given to us, the Company is not dealing FIXED ASSETS
in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause
4 (xiv) of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company. GROSS BLOCK DEPRECIATION NET BLOCK
DESCRIPTION B00K VALUE ADDITIONS DEDUCTIONS BOOK VALUE UPTO FOR THE DEDUCTION TOTAL UPTO AS ON AS ON
15. According to the information and explanations given to us, the Company has not given any guarantee for AS ON 1.4.10 DURING DURING AS ON 31.3.11 31.3.10 YEAR 31.3.11 31.3.11 31.3.10
loans taken by others from banks or financial institutions. THE YEAR THE YEAR
{ { { { { { { { { {
16. The Company has not obtained any term loans during the year.
LAND 2,76,00,000 2,76,00,000 2,76,00,000
BUILDING &
17. According to the information and explanations given to us, and on an overall examination of the Balance
ELE. FITTINGS 2,33,20,420 2,33,20,420 89,84,993 7,01,437 96,86,430 1,36,33,990 1,43,35,427
Sheet of the Company, there are no funds raised on short-term basis which have been used for long-term
RESIDENTIAL
investment. QUARTERS 14,429 14,429 8,654 235 8,889 5,540 5,775
PLANT &
18. During the year under report, the Company has not made any preferential allotment of shares to any party MACHINERY 78,43,514 78,43,514 62,14,379 3,72,567 65,86,946 12,56,568 16,29,135
covered in the register maintained under Section 301 of the Companies Act, 1956. FURN.FIXT. 7,35,926 5,18,789 12,54,715 1,92,468 53,360 2,45,829 10,08,886 5,43,458
OFFICE EQUIPMENT 4,41,379 1,83,299 6,24,678 1,11,595 25,324 1,36,919 4,87,759 3,29,784
19. The Company has not issued any debentures during the year.
COMPUTERS 10,21,792 87,511 11,09,303 8,48,614 58,670 9,07,284 2,02,019 1,73,178
Auditors Report

20. The Company has not raised any money by way of public issue during the year. VEHICLES 36,23,336 36,23,336 16,65,691 3,88,377 20,54,069 15,69,267 19,57,646
TOTAL 3,70,00,796 2,83,89,599 6,53,90,395 1,80,26,394 15,99,971 1,96,26,365 4,57,64,030 1,89,74,403
21. According to the information and explanation given to us, no fraud on or by the company was noticed or CAPITAL WIP -
reported during the year. WADA 9,29,416 9,29,416 9,29,416
CAPITAL WIP -
For SHAH & CO., UMRETH 72,22,383 72,22,383 72,22,383
Chartered Accountants CAPITAL WIP -
TOTAL 81,51,799 81,51,799 81,51,799
FRN 109430W
th
Mumbai, July 28 , 2011 GROSS TOTAL 3,70,00,796 3,65,41,398 7,35,42,194 1,80,26,394 15,99,971 1,96,26,365 5,39,15,829 1,89,74,403
(H. N. SHAH) PREVIOUS YEAR 3,74,16,254 79,826 4,95,284 3,70,00,796 1,65,58,396 16,74,017 2,06,019 1,80,26,394 1,89,74,402 2,08,57,858
Partner
Membership No : 008152 Note :
Depreciation has been provided on straight line method at the rates prescribed in schedule XIV of the Companies Act, 1956.

24 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 29


Auditors Report
SCHEDULE 4 ANNEXURE TO THE AUDITORS' REPORT
AS AT AS AT (Referred to in Paragraph (3) of our Report of even date)
31.03.2011 31.03.2010
{ { 1 a) The Company has maintained proper records showing full particulars including quantitative
INVESTMENTS - AT COST : details and situation of fixed assets.
Long Term Investments b) As informed, there is a regular program of physical verification, which in our opinion is reasonable,
having regard to the size of the Company and the nature of fixed assets. No material discrepancies have
been noticed in respect of the assets physically verified during the year.
A. IN GOVERNMENT SECURITIES : c) Fixed Assets disposed of during the year were not substantial and therefore do not affect the going
UNQUOTED :- concern assumption.
6 Years National Savings Certificates of
the face value of { 2,000/- Deposited with 2 a) The Stock of finished goods, stores, spares and raw materials have been physically verified by the
Orissa State Sales Tax Authorities. 2,000 2,000 Management at the end of the year or after the close of the year.
TOTAL (A) 2,000 2,000 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
B IN SHARES, DEBENTURES OR BONDS : verification of stocks as compared to books records were not material and the same have been
i) QUOTED :- properly dealt with in the books of accounts.
4,010 Equity Shares (including 1,335 Bonus Shares) of
GMM Pfaudler Ltd., of the Face Value of { 2/- Each, 3 a) According to the information and explanation given to us, the Company has not granted any loans,
Fully Paid Up Market Value { 3,97,993/- secured or unsecured to Companies, Firms or other parties covered in the register maintained under
(Previous Year { 3,76,739/-) 5,860 5,860 Section 301 of the Companies Act ,1956. Therefore the provisions of clause 4 (iii) (b) to (d) of the
Companies (Auditors' Report) Order, 2003 are not applicable for the year under report.
b) The Company has not taken any loans secured/unsecured from companies, firms or other parties
100 Equity Shares of Hyderabad Industries Ltd. covered in the register maintained under section 301 of the Companies Act,1956. Therefore, the
of the Face Value of { 10/- Each Fully provisions of clause 4 (iii) (f) and (g) of the Companies (Auditors' Report) order, 2003 are not applicable
Paid Up. Market Value { 32,205/- 9,700 9,700 for the year under report.
(Previous Year { 57,265/-)
4. In our opinion and according to the information and explanations given to us, there is an adequate
100 Equity Shares of Cranex Ltd., of internal control procedure commensurate with the size of the Company and the nature of its business for
the face Value of { 10/- Each, Fully Paid Up. the purchase of stores, raw materials including components and fixed assets and with regard to the sale of
Market Value { 495/- 1,100 1,100 goods and services. During the course of our audit no major weakness has been noticed in the
(Previous Year { 431/-) internal control system.
5 a) To the best of our knowledge and belief and according to the information and explanations given to us,
50 Equity Shares of Mukand Ltd., of the we are of the opinion that the transactions that need to be entered into the register maintained
Face Value of { 10 Each, Fully Paid Up. under Section 301 of the Companies Act, 1956 have been so entered.
Market Value { 2,270/- 2,700 2,700 b) In our opinion and having regard to the explanation that in few cases of purchase where the items are
(Previous Year { 3,307/-) of a special nature for which no comparable quotations are available, transactions made in pursuance
of contracts or arrangements entered in the register, maintained under Section 301 of the Companies
250 Equity Shares of Greaves Ltd., of the Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have
Face Value of { 2/- Each, Fully Paid Up. been made at prices which are reasonable having regard to prevailing market prices at the relevant
Market Value { 23,825/- 2,600 2,600 time where such market prices are available.
(Previous Year { 14,660/-)
6. The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA
of the Companies Act, 1956 and the rules framed thereunder. To the best of our knowledge and according
264 Equity Shares of Reliance Power Ltd. 74,250 74,250
to the information and explanation given to us, no order has been passed by the Company Law Board.
Schedules

(including 99 Bonus Shares) of the Face Value


of { 10/- Each Fully Paid Up Market Value { 34,241/- 7. The Company has an internal audit system which in our opinion is commensurate with the size of the
(Previous Year { 39,468/-) Company and the nature of its business.

750 Equity Shares of Coal India Ltd.. 1,81,125 8. To the best our knowledge and according to the information and explanations given to us, the Central
of the Face Value of { 10/- Each Market Value { 2,60,325/-. Government has not prescribed maintenance of cost records under Section 209 (1)(d) of the Companies
(Previous Year Nil) Act, 1956 for any of the products of the Company.

30 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 23


Schedules
AS AT AS AT
AUDITORS' REPORT 31.03.2011 31.03.2010
ii) UNQUOTED :- { {
TO THE MEMBERS OF SKYLINE MILLARS LIMITED 10 Shares of The Sanskar Co-Operative Premises
We have audited the attached Balance Sheet of Skyline Millars Limited as at 31st March, 2011 and also the Society Ltd., of the Face Value { 50/- Each, 500 500
Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed Fully Paid Up.
thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit. 10 Shares of Panchamahal Development Co-Operative
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards Society Limited of the Face Value of { 100/- Each,
require that we plan and perform the audit to obtain reasonable assurance about whether the financial Fully Paid Up. 1,000 1,000
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting 500 Equity Shares of Beclawant of India Ltd., of
principles used and significant estimates made by management, as well as evaluating the overall financial the Face Value of { 100/- Each, Fully Paid Up.
statement presentation. We believe that our audit provides a reasonable basis for our opinion. (Under Liquidation) 50,000 50,000
As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in
terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement 1,60,000 Equity Shares of Pune Readymix Concrete
on the matters specified in paragraphs 4 and 5 of the said order. Industries Ltd., of the Face Value of { 10/- Each,
Fully Paid Up. 16,00,000 16,00,000
Further to our comments referred to above, we state that: TOTAL (B) 19,28,835 17,47,710
a) We have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit. C IN MUTUAL FUNDS
b) In our opinion, proper books of account as required by law have been kept by the company so far as appears DSP Merrill Lynch Savings Plan Aggressive-growth 25,05,974 25,05,974
from our examination of the books. 1,87,491.027 Units of the Face Value of { 10/-
c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement referred to in this report are Market Value { 35,89,328/-(Previous Year { 34,32,510/-)
in agreement with the books of accounts.
d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by ICICI Prudential Liquid Plan-weekly dividend reinvestment 24,517 23,471
this report comply with the accounting standards referred to in section 211 (3C) of the Companies 206.303 Units (Previous Year 197.500 Units of the Face Value
Act,1956. of { 1/-) The Face Value of { 10/- Market Value { 24,519/-
e) On the basis of the written representations received from the Directors as on 31st March 2011 and taken on (Previous Year { 23,466/-)
record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2011
from being appointed as Director in terms of clause (g) of sub section (1) of section 274 of the Companies TOTAL (C) 25,30,491 25,29,445
Act, 1956.
f) In our opinion and to the best of our information and according to the explanations given to us, the said TOTAL (A)+(B)+(C) 44,61,326 42,79,155
accounts read together with the notes in schedule 12 give the information required by the Companies
Act,1956 in the manner so required and give a true and fair view, in conformity with the accounting Less: Diminution in the Value of Investments 16,50,000 16,50,000
principles generally accepted in India:
i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2011. TOTAL 28,11,326 26,29,155
ii) In the case of the Profit and Loss Account of the PROFIT of the Company for the year ended on
Auditors Report

that date.
iii) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date;
As At 31.03.2011 As At 31.03.2010
FOR SHAH & CO.,
Book Market Book Market
Chartered Accountants
FRN 109430W Value Value Value Value
Mumbai, July 28th, 2011 AGGREGATE VALUE OF SECURITIES
(H. N. SHAH) Quoted Investments 28,07,826 43,67,148 26,25,655 39,47,846
Partner Unquoted Investments 16,53,500 16,53,500
Membership No: 008152 44,61,326 43,67,148 42,79,155 39,47,846

22 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 31


Corporate Governance Report
SCHEDULE 5 AUDITORS' REPORT ON CORPORATE GOVERNANCE
AS AT AS AT
31.03.2011 31.03.2010 TO THE MEMBERS OF
{ { { SKYLINE MILLARS LIMITED
CURRENT ASSETS, LOANS AND ADVANCES :
We have examined the compliance of conditions of Corporate Governance by SKYLINE MILLARS LIMITED
A. CURRENT ASSETS :
for the year ended 31st March, 2011 as stipulated in clause 49 of the Listing Agreement entered into with the
INVENTORIES stock exchanges.
As Taken, Valued & Certified by the
Director and Approved by the Board of Directors. The compliance of conditions of Corporate Governance is the responsibility of the management. Our
Stock-in-trade : examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
Raw Materials And Components - at Cost 1,04,50,414 1,13,32,486 the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion
Finished Goods-at Lower of Cost on the financial statements of the Company.
or Market Value 32,31,936 86,70,183
Work-in-Process - (At Estimated Cost.) 97,67,320 1,40,33,514 In our opinion and to the best of our information and according to the explanations given to us, and the
representations made by the directors and the management, we certify that the Company has complied with
2,34,49,670 3,40,36,183 the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
Book Value of Ghatkopar Project 2,59,60,831 2,59,60,831
Building No. 4 Work-In-Progress 14,19,15,940 20,64,14,929 We state that no investor grievances are pending for a period exceeding one month against the Company as
(Refer Note No. B-9(a) in Schedule 12) per the records maintained by the Share Registrars and reviewed by Shareholders' / Investors' Grievance
Skyline Riverside Project (Karjat) Work-In-Progress 4,56,02,992 Committee.
(Refer Note No. B-9(b) in Schedule 12)
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
Sundry Debtors - Unsecured, Considered
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Good unless otherwise stated subject
to confirmations.
For SHAH & CO.,
Debts outstanding for a period
Chartered Accountants
exceeding six months.
FRN 109430W
Considered Good 61,88,089 1,22,98,531 Mumbai, July 28th, 2011.
Considered Doubtful (H. N. SHAH)
Other Debts (Considered Good) 2,43,36,483 1,71,08,895 Partner
3,05,24,572 2,94,07,426 Membership No: 008152
Cash and Cheques on Hand 84,646 48,176
Balances with Scheduled Banks :
In Current Accounts 74,99,486 22,73,662 FINANCIAL CONTROLLER CERTIFICATION AS REQUIRED BY CLAUSE 49(V) OF THE LISTING
In Fixed Deposit Accounts 10,59,23,224 11,20,06,042 AGREEMENT
In Unclaimed Dividend Accounts 11,63,076 8,53,095
In Margin Accounts 36,379 11,48,760 As required by sub-clause V of Clause 49 of the Listing Agreement with the Stock Exchange, I certify that
In Debenture Interest Accounts 35,975 for the financial year ended March 31st, 2011, the Company has complied with the requirements of the
11,46,22,165 11,63,17,534 said sub-clause.
Schedules

Other Current Assets


For Skyline Millars Limited
Transfer of Development Rights 2,93,80,340 31,09,350
sd/-
Interest Receivable on Fixed Deposits 4,79,349 20,03,046
Hitesh P. Sangoi
2,98,59,689 51,12,396 Financial Controller
TOTAL (A) 41,20,20,505 41,72,97,475
Continued..... Mumbai, July 28th, 2011.

32 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 21


Schedules
Annexure - II AS AT AS AT
31.03.2011 31.03.2010
Compliance Certificate from the Statutory Auditors of the Company. { {

As required by clause 49 of the Listing Agreement, the certificate from a Statutory Auditors of the Company B. LOANS & ADVANCES :
is given as an Appendix to the report on Corporate Governance. (Unsecured, Considered Good, Unless Otherwise Stated)

On behalf of the Board of Directors Advances Recoverable in Cash or in Kind or


FOR SKYLINE MILLARS LIMITED for value to be received subject to confirmations.
sd/- Considered Good 7,82,93,254 4,49,26,608
Anand J. Vashi
Chairman
Mumbai, July 28 th, 2011. Balance with Central Excise 2,79,831 2,74,868

Other Deposits (Subject to Confirmations)


(Refer Note No. B 6 in Schedule 12)
Considered Good 27,50,264 24,89,722

Pre-paid Expenses 1,38,540 2,10,782

Loans to Staff 5,62,910 3,74,147

Advance Payment of Income Tax and


TDS Net of Provisions for Tax 5,10,496 3,31,600
TOTAL (B) 8,25,35,295 4,86,07,727
Corporate Governance Report

TOTAL (A) + (B) 49,45,55,800 46,59,05,202

20 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 33


Corporate Governance Report
SCHEDULE 6 Annexure - I
AS AT AS AT Disclosures regarding Appointment / Re-appointment of Directors;
31.03.2011 31.03.2010
CURRENT LIABILITIES & PROVISIONS : { { 1) Profile of Mr. Ashok J. Patel
1. Name of the Director Mr. Ashok J. Patel
A. CURRENT LIABILITIES :
2. Date of birth 06.09.1944
Sundry Creditors 3,29,59,639 1,48,12,755 3. Education qualification Degree in Mechanical Engineering
(Refer Note No B-7 in Schedule 12) from the University of Manchester
Other Liabilities 97,29,850 48,41,698 and Masters in Business
Unclaimed Dividend 11,63,076 6,90,271 Administration degree from
Advances Against Jobs 66,05,605 59,10,739 Columbia University.
Advances Against Sale of Flats 11,93,80,666 10,50,31,399 4. Date of appointment on the Board 17.03.1972
Other Deposits 1,62,824 1,62,824 5. Category of director Non- Executive Promoter Director.
TOTAL (A) 17,00,01,660 13,14,49,686
6. Areas of experience Industrialist
B. PROVISIONS : 7. Number of other Directorships in Public Limited Company 4
8. Number of shares held 7,85,230
Proposed Final Dividend 80,44,850
Dividend Tax 13,36,150
Interim Dividend 80,44,850 2) Profile of Mr. Anand J. Vashi
Tax on Interim Dividend 13,36,150 1. Name of the Director Mr. Anand J. Vashi
TOTAL (B) 93,81,000 93,81,000
2. Date of birth 06.04.1953
TOTAL (A) + (B) 17,93,82,660 14,08,30,686 3. Education qualification B.Com (Hons), F.C.A
4. Date of appointment on the Board 22.05.1993
5. Category of director Non- Executive Independent Director.
6. Areas of experience Practising Chartered Accountant and
is Senior Partner of a firm of
SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT & LOSS ACCOUNT FOR THE YEAR Chartered Accountants.
ENDED 31st MARCH, 2011
7. Number of other Directorships in Public Limited Company Nil
SCHEDULE 7 31.03.2011 31.03.2010 8. Number of shares held 11,000
{ {
SALES :
3) Profile of Mr. Vinod N. Joshi
Sales - Construction Equipments
Gross 11,13,14,642 9,90,95,146 1. Name of the Director Mr. Vinod N. Joshi
Less : Excise Duty 93,25,242 64,76,321 2. Date of birth 12.11.1954
Net 10,19,89,400 9,26,18,825 3. Education qualification B. E. Mech.
Schedules

4. Date of appointment on the Board 25.07.1997


Sale Of Flats 18,32,89,192 13,08,33,803
5. Category of Director Non- Executive Independent Director.
6. Areas of experience Management Consultant.
28,52,78,592 22,34,52,628 7. Number of other directorships in Public Limited Company Nil
8. Number of shares held 1,000

34 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 19


Schedules
j) Implementation of Code of Conduct. SCHEDULE 8
Skyline Millars Limited has adopted Code of Conduct for Insider Trading, which is based on the 31.03.2011 31.03.2010
S.E.B.I. framework and is stringent than the model code recommended under the S.E.B.I. (Prohibition { {
of Insider Trading) Regulation, 1992 being enforced by the S.E.B.I. The Company follows strict guidelines
in respect of insiders' stock trading and related disclosures. Periodic disclosures have been obtained OTHER INCOME :
from all the Directors and Designated Employees.
Rent Gross - Tax Deducted at Source 41,76,000 41,76,000
k) Means of Communication { 4,60,612/- (Previous Year { 7,52,181/-)
The Company has 4,952 shareholders as on March 31st, 2011. The main channel of communication to
the shareholders is through annual report which includes interalia, the Directors' Report, the Report on Bad Debts Recovered 1,48,897 4,750
Corporate Governance and audited financial results.
The website of the Company www.skylinemillarsltd.com acts as the primary source of information Dividend - Gross 14,739 13,261
regarding the operations of the Company. Quarterly financial results are being displayed on the
Company's website.
Miscellaneous Income 1,42,675 57,409
The Annual General Meeting is the principal forum for face to face communication with shareholders,
where the Board responds to the specific queries of the shareholders.
Quarterly results are approved by the Board of Directors and submitted to the Stock Exchanges in terms Interest Received Gross - Tax Deducted at source 61,60,427 52,38,432
of the requirements of clause 41 of the Listing Agreement. { 6,00,320/- (Previous Year { 5,85,270/-)
Quarterly results are published within 48 hours after the Board Meeting in any one of the prominent
English publications such as the Free Press Journal and one of the prominent vernacular publications Gain on Exchange Rate 18,420
such as Navshakti (Marathi).
No presentation was made during the year either to the Institutional Investors or to the analysts. Sales Tax Refund 2,26,659

14. Address for correspondence : Sundry Credit Balances Written Back 60,50,892 9,875
Shareholders may correspond all matters relating to transfer / dematerialization of shares, payment of
dividend and any other query relating to shares of the Company with the Registrar and Share Transfer Agents, TOTAL 1,66,93,630 97,44,806
at the address given below;
M/s Link Intime India Private Limited
(Formerly Intime Specturm 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 SCHEDULE 9
Corporate Governance Report

Email: rnt.helpdesk@linkintime.co.in 31.03.2011 31.03.2010


www.linkintime.co.in { { {
On behalf of the Board of Directors Increase/(Decrease) in Finished Goods
FOR SKYLINE MILLARS LIMITED and Work-In-Process :
sd/-
Anand J.Vashi
Chairman Stock at Close :
Mumbai, July 28th, 2011
Finished Goods 32,31,936 86,70,183
Work-in-Process 97,67,320 1,40,33,514
Declaration
The Board has laid down the code of conduct for all Board Members and Senior Management of the 1,29,99,256 2,27,03,697
Company. The Board Members and Senior Management personnel have affirmed compliance with the
code of conduct for and in respect of the Financial Year 2010-11.
Less : Stock at Commencement :
On behalf of the Board of Directors Finished Goods 86,70,183 70,06,222
FOR SKYLINE MILLARS LIMITED Work-in-Process 1,40,33,514 1,78,83,509
sd/- 2,27,03,697 2,48,89,731
Anand J.Vashi
Chairman
TOTAL (97,04,441) (21,86,034)
Mumbai, July 28th, 2011

18 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 35


Corporate Governance Report
SCHEDULE 10 31.03.2011 31.03.2010 13. Disclosures:
{ { { a) Related Party Transactions
MANUFACTURING & OTHER EXPENSES :
The details of all transactions with related parties ware placed before the Audit Committee and Board
Cost of Goods Consumed/Sold Meeting on quarterly basis.
Stock at Commencement 1,13,32,486 2,55,21,135
Add: Purchases & Expenses 6,15,00,452 4,06,69,993 b) Disclosure of Accounting Treatment
7,28,32,938 66,191,128 In preparation of financial statements, the Company has followed the Accounting Standards issued by
Less: Stock at Close 1,04,50,414 1,13,32,486 the Institute of Chartered Accountants of India to the extent applicable.
6,23,82,524 5,48,58,642
c) Code of conduct
Stores, Spares and Loose Tools Consumed 19,53,666 15,61,404
The Company adopted the Code of Conduct for Directors and Senior Management Personnel. The
Cost of Flat Transferred 14,82,27,343 9,55,48,738 code had been communicated to the Directors and Members of the Senior Management and
Power & Fuel 13,31,279 10,91,546 the compliance of the same has been affirmed by them. A declaration to that effect has been enclosed
Employees' Remuneration & Benefits in the Annual Report.
Salaries, Wages, Allowances & Bonus 93,18,076 76,78,113
Gratuity 3,41,858 5,56,999 d) Non-Compliance
Contribution to Employees' There has not been any non-compliance, penalties or strictures imposed on the Company by the Stock
Provident Fund & Other Funds 7,59,341 6,88,512 Exchange, SEBI or any other Statutory Authority, on any matter relating to the Capital Markets, during the
last three years except in the financial year 2007-08, when SEBI had issued a notice for alleged violation
Welfare Expenses 2,04,030 3,38,295
of Regulation 6(2), 6(4) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997
1,06,23,305 92,61,919 and under 8(3) of the aforesaid regulation for the years 1997 till 2006. The Company had filed suitable
Sub-contract & Machining Charges 43,52,078 38,88,723 reply to a High Power Committee, appointed by SEBI and the matter has been disposed of by SEBI vide
Erection Charges 3,96,211 4,60,023 their consent order dated December 13th, 2007 after payment of { 2,75,000/- as consent order fees.
Repairs & Maintenance of :
Plant & Machinery 80,619 34,001 e) The company has adopted as Whistle Blower Policy and it is fully implemented by Management.
Other Assets 2,67,194 2,49,822 No personnel has been denied access to the Audit Committee.
3,47,813 2,83,823
Insurance - Net 1,35,437 56,397 f) Compliances with mandatory and non mandatory requirements of clause 49 of the listing
agreement.
Rent & Hire Charges 12,00,000 12,00,000
The company has complied with mandatory and non mandatory requirements of clause 49 of the
Rates & Taxes 15,264 14,498 listing agreement requiring it to obtain a certificate from either the auditors or practicing company
Selling Expenses 17,95,639 14,36,921 secretaries regarding compliance of conditions of corporate governance as stipulated in this clause and
Traveling & Conveyance 2,67,579 8,42,371 annex the certificate with the Directors' Report, which is sent annually to all the shareholders of the
Postage & Telephones 6,76,590 9,06,110 Company. We have obtained a certificate to this effect from the auditors and the same is given as
Bank Charges & Guarantee Commission 1,51,100 2,36,043 an annexure to the Directors' Report.
Vehicle Expenses 5,03,210 5,40,671
Printing & Stationery 3,56,564 3,72,202 g) 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
Legal & Professional Charges 25,14,216 26,63,355
the Listing Agreement, which is appended herewith.
Loss on Exchange Rate Difference 22,452
Administrative & General Expenses 53,67,582 51,26,102 h) Management Discussion and Analysis
Schedules

(Refer Note No B 5 in Schedule 12 ) Management Discussion and Analysis Report forms part of this Annual Report and includes discussions on
Directors Sitting Fees 9,20,000 8,90,000 various matters specified under Clause 49 of the Listing Agreement.
Sales Tax Expenses 1,09,332
Bad Debts Written off 21,09,504 i) Listing Fees
Loss on Sale of Fixed Assets 1,19,265 The Company has already made payment of listing fees to the Stock Exchanges where it is listed in
compliance with the provisions of the Listing Agreement.
TOTAL 24,57,58,688 18,13,58,753

36 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 17


Schedules
8. Share Transfer System: SCHEDULE 11 31.03.2011 31.03.2010
The entire share transfer requests lodged with the Registrar & Share Transfer Agent are processed within { {
INTEREST
a maximum period of 30 days provided all the documents are submitted.
Interest Paid to Bank 2,206
9. Shareholding Pattern as on March 31st, 2011 : Interest Paid to Others 1,30,019
Category No. of shares held % of paid up capital
Total 1,32,225
Promoters (Including persons acting in concert) 2,87,18,131 71.40
Indian Institutional Investors Nil Nil
Mutual funds & UTI Nil Nil
Banks / Financial Institutions & Insurance companies 1,000 0.00
Foreign Institutional Investors Nil Nil
General Public 1,00,19,803 24.91
Private Corporate Bodies 13,86,974 3.45
Others 98,342 0.24
Total 4,02,24,250 100.00

10. Distribution of shareholding as on March 31st, 2011 :

No. of Equity No. of Percentage of Total No. of Percentage of


Shares Held. shareholders Shareholdings Equity Shares Equity Shares
(Face Value of {1/- Each) held
Corporate Governance Report

1- 5000 4,675 94.4063 51,91,139 12.9055


5001 - 10000 144 2.9079 11,54,508 2.8702
10001 - 20000 55 1.1107 7,70,992 1.9167
20001 - 30000 19 0.3837 4,84,943 1.2056
30001 - 40000 15 0.3029 5,40,548 1.3438
40001 - 50000 7 0.1414 3,32,964 0.8278
50001 - 100000 14 0.2827 10,63,565 2.6441
100001 - ***** 23 0.4645 3,06,85,591 76.2863
Total 4,952 100.00 4,02,24,250 100.00

11 The Name & address of the Compliance Officer;


Mr. Dhawal J. Vora - Dy. G.M. Finance & Company Secretary
4th floor, Churchgate House, 32-34, Veer Nariman Road, Fort, Mumbai-400 001.
Tel.: (022) 2204 7470, 2283 1375 Fax: (022) 2204 9408 email: shares@skylinemillarsltd.com

12. Company has not issued ESOP or any G.D.R's /A.D.R's /Warrants /Convertible Instrument.

16 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 37


Corporate Governance Report
SCHEDULE 12 3. Date of Book Closure: September 19th, 2011 to September 27th, 2011.

NOTES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT MARCH 31st, 2011 AND PROFIT 4. Listing on Stock Exchange: Bombay Stock Exchange Limited. (Code 505650)
AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE. Ahmedabad Stock Exchange Limited (Code 1310)

A. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES FOLLOWED IN THE COMPILATION OF


ACCOUNTS 5. Dematerialization: ISIN Number INE178E01026
1. BASIS OF PREPARATION OF FINANCIAL STATEMENT The shares of the Company are under demat trading. The Company has made necessary
(A) Basis of Accounting arrangements with CDSL and NSDL for demat facility and almost 88.98% of the Company's
The financial statements have been prepared and presented under the historical cost convention on share capital is in demat form as on March 31st, 2011.
accrual basis of accounting to comply with the accounting standards prescribed in the Companies
(Accounting standards) Rules, 2006 and with the relevant provisions of the Companies Act, 1956.
(B) Use of Estimates 6. Market Price Data:
The preparation of financial statements in conformity with Generally Accepted Accounting
Bombay Stock Exchange(**)
Principles (G.A.A.P.) in India requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date Month High ({) Low ({)
of financial statements. April, 2010 12.50 8.65
May, 2010 10.29 7.93
2. REVENUE RECOGNITION
(A) Manufacturing Division June, 2010 8.95 7.98
i) Sales are exclusive of duties and taxes and after adjustment for liquidated damages. July, 2010 10.35 7.31
ii) Sales and Services are accounted on dispatch of goods and services rendered to customers on August, 2010 11.91 8.58
accrual basis.
(B) Realty Division September, 2010 12.50 9.75
i) Sales of flats representing Book Value of Ghatkopar Project in Schedule 5 are accounted on transfer October, 2010 12.00 9.60
of significant risk and rewards to the buyer. November, 2010 11.24 8.00
ii) Project at Ghatkopar Property Building No. 4:
The Company is following the Percentage of Completion Method of accounting. As per this method, December, 2010 10.19 6.91
revenue from sale of properties is recognized in Profit and Loss Account in proportion to the actual January, 2011 9.44 4.81
cost incurred as against the total estimated cost of project under execution with the Company on February, 2011 7.20 4.43
such portion of the property where there is a transfer of significant risk and rewards to the buyer.
March, 2011 6.80 4.26
iii) Skyline Riverside Project (Karjat) :
The Company is following the Percentage of Completion Method of accounting. As per this method, **(The above said Information has been sourced from Bombay Stock Exchange Limited))
revenue from sale of properties is recognized in Profit and Loss Account in proportion to the actual
cost incurred as against the total estimated cost of project under execution with the Company on
such portion of the property where there is a transfer of significant risk and rewards to the buyer. If 7. Registrar & Share Transfer Agent: M/s Link Intime India Private Limited
the actual project cost incurred is less than 20% of the total estimated project cost, no income is (Formerly Intime Specturm Registry Limited)
recognized in respect of that project in the relevant period. C-13, Pannalal Silk Mills Compound,
(C) Other Income
L.B.S Marg, Bhandup (West).
i) Interest income is accounted on accrual basis.
ii) Dividend Income is accounted for when the right to receive income is established. Mumbai 400 078
Tel no: -91-22- 2594 69 70
Schedules

3. FIXED ASSETS & DEPRECIATION Fax no: - 91-22-2594 69 69


i) Fixed assets are stated at cost less accumulated depreciation. Cost includes all expenses related to the Email: rnt.helpdesk@linkintime.co.in
acquisition and installation of fixed assets.
ii) Depreciation has been provided on straight line method at the rates specified in Schedule XIV of the www.linkintime.co.in
Companies Act, 1956.
iii) Assets of individual value upto { 5,000/- at 100%

38 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 15


Schedules
Financial Year Date Time Venue Special Resolution(s) 4. IMPAIRMENT OF ASSET
The Company reviews the carrying values of tangible and intangible assets for any possible impairment at
2007-08 30/09/2008 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 1. Subdivision of Shares from each balance sheet date. An impairment loss is recognized when the carrying amount of an asset exceeds
6th Floor, Oricon House, { 10/- per share into its recoverable amount. In assessing the recoverable amount, the estimated future cash flows are
12 K Dubash Marg, (Rampart Row), 10 Equity Shares of { 1/- each. discounted to their present value based on appropriate discount rates.
Fort, Mumbai 400 001.
2. Amendments in to Memorandum 5. INVESTMENTS
and Articles of Association 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. Current investments
No Extra Ordinary General Meeting of the Shareholder were held during the year. are carried at lower of cost and fair value. The comparison of cost and fair value is done separately in respect
During the Financial Year 2009-10, the Company has passed two Special resolutions under section 17 and of each category of investments.
other applicable provisions of the Companies Act, 1956 obtaining shareholders' consent by pursuant to
section 192A of the Companies Act, 1956, read with the Companies (Passing of the resolution by 6. INVENTORIES
Postal ballot) Rules, 2001. Manufacturing Division :
The Company appointed Mr. Hemant Shetye, Partner of HS Associates, Practicing Company Secretary, i) Raw Materials, Components, Stores and Spare Parts are valued at lower of cost and net realizable value.
as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner. The Scrutinizer Work-in-Process of the Construction Machinery is valued at estimated cost.
ii) Finished Goods are valued at lower of cost and market value.
submitted his report to the Chairman after scrutiny of ballot forms.
The Chairman of the Company declared the following results of the Postal Ballot on Monday the 7. EMPLOYEES' BENEFITS
December 7th, 2009 at 5.00 p.m. at the corporate office of the Company which is as follows: i) The Company's contribution to Provident Fund and ESIC are charged to the profit and loss account.
ii) Liability for Payment of gratuity and superannuation to employees is covered through the Group
Particulars Total No. of shares Votes in Favour % Voted Against % Invalid %
Gratuity and superannuation Schemes of Life Insurance Corporation of India. Gratuity is accounted on
Voted the basis of the premium paid to Life Insurance Corporation of India under the Group Gratuity Scheme.
Forms No. of Forms No. of Forms No. of Forms No. of iii) Provision for Leave Encashment is determined on basis of actuarial valuation.
Shares Shares Shares Shares
8. FOREIGN EXCHANGE TRANSACTIONS
Special Resolution under 88 2,73,31,606 85 2,59,23,256 94.85 1 2,250 0.01 2 14,06,100 5.14
section 17 of the Companies Transactions in foreign currency are recorded at the exchange rate prevailing on the date of the
Act, 1956 to modify the transaction. Exchange differences arising on foreign currency transactions settled during the year
existing Object Clause of are recognized in the Profit and Loss Account of the year.
Memorandum of Monetary assets and liabilities denominated in foreign currencies, which are outstanding as at the
Association of the year end are translated at the closing exchange rate and the resultant exchange differences are
Company by inserting new recognized in the Profit and Loss Account.
Corporate Governance Report

sub-clause (4A) in clause


III of the Memorandum of 9. TAXATION
Association of the Company
and members consent
Income tax comprises current tax and deferred tax. Provisions at full rate for income tax are made in
under section 149 (2A) of accordance with the Income Tax Act, 1961.
the Act for commencement Deferred tax assets and liabilities are recognized for the future tax consequences of timing
of any or all business set differences, subject to the consideration of prudence. Deferred tax assets are recognized only to the
out in sub-clause (4A) in extent that there is reasonable certainty that sufficient future taxable income will be available
clause III of the against which such deferred tax assets can be realized.
Memorandum of Association Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted at
of the Company. the Balance Sheet date.
2. The Financial Year of the Company is from April to March and schedule for the Financial Year 10. EARNINGS PER SHARE
2011-12 is given below; Basic earning per share [EPS] are calculated by dividing the net profit or loss for the period attributable
First quarter results (30th June) End of July, 2011 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
Mailing of Annual Reports 1st week of September, 2011 shareholders and the weighted average number of equity shares outstanding during the period
th
Annual General Meeting 27 September, 2011 are adjusted for the effects of all dilutive potential equity shares.
Payment of Dividend N.A
11. BORROWING COST
Second quarter results (30th September) End of October, 2011 Borrowing costs that are directly attributable to long term projects / development activities are treated
Third quarter results (31st December) End of January, 2012 as part of the respective project cost and added to the stock in trade upto the date when such
Fourth quarter Results End of April, 2012 projects / development activities are completed. Other borrowing costs are charged as an expense in
the year in which they are incurred.

14 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 39


Corporate Governance Report
12. CONTINGENCIES / PROVISIONS c) REMUNERATION COMMITTEE
The Company creates a provision when there exists a present obligation as a result of a past
The Board of Directors in their meeting held on July 26th, 2010 reconstituted the Remuneration
event that probably requires an outflow of resources and a reliable estimate can be made of the
Committee. The reconstituted Remuneration Committee is as follows;
obligation. A disclosure for a contingent liability is made when there is a possible obligation or a
present obligation that may, but probably will not require an outflow of resources . When there Name of the Director Designation
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. Mr. Anand J. Vashi Chairman
Mr. Jatin V. Daisaria Member
B. NOTES TO ACCOUNTS
1. Estimated amount of Contracts remaining to be executed on Capital account and not provided Mr. Shilpin K. Tater (Appointed in Remuneration Committee w.e.f July 26th, 2010) Member
for { 834 Lacs (previous Year { 2,569 Lacs) for which advance has been Paid { 170 Lacs
The Company does not have any Whole-time Executive Director / Managing Director and is not
(Previous year { 359 Lacs)
making any payments to its Directors by way of commission or otherwise except sitting fees for
2. Contingent Liabilities not provided for : attending Meetings. Therefore, there was no meeting of the Remuneration Committee during the
(a) Claims against the Company not acknowledged as debts { 3,14,72,636/- financial year 2010-11.
(Previous Year { 3,14,72,636).
D.G.B.R. { 2,68,79,162 The details of sitting fees paid to the Directors for attending the Board / Committees Meetings of the
AVN Tubes Ltd. { 11,80,000 Company during the year under review are as follows:
Other Customers { 19,13,474
Employees { 15,00,000 Name of the Director Board Audit Shareholders Total No. of Shares held
(b) Bank Guarantee's - Outstanding letter of Credit { 17,53,000/- (Previous Year { 18,79,450/-) Meeting Committee Committee sitting by them as on
sitting fees sitting fees sitting fees fees March 31st, 2011.
3. (a) Sales Tax Assessments of Mumbai Division are completed upto the year 2002-03 and of Mr. Anand J. Vashi 80,000 40,000 40,000 1,60,000 11,000
Karamsad (Gujarat) Division upto year 2007-08. The Company does not expect any liability for
Mr. Ashok J. Patel 80,000 80,000 7,85,230
the pending assessments.
(b) Income Tax Assessments are completed upto the Assessment year 2008-09 in terms of order issued Mr. Vinod N. Joshi 60,000 30,000 30,000 1,20,000 1,000
under section 143 (3) of the Income Tax Act, 1961. The company does not expect any liability
Mr. Tarak A. Patel 60,000 30,000 90,000 55,000
for the pending assessments.
Mr. Jatin V. Daisaira 80,000 40,000 1,20,000 Nil
4. In terms of the Development Agreement dated 31.12.2003 and Supplementary Agreements
Mr. Upen M. Doshi 80,000 40,000 30,000 1,50,000 Nil
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 Mr. Shilpin K. Tater 80,000 80,000 Nil
35,577.89 Sq. Mtrs. The Company was entitled to upfront consideration of { 1,440 Lacs and Mr. Maulik H. Dave 60,000 30,000 90,000 9,510
74,446 Sq. ft. saleable area. (appointed w.e.f. 23.04.2010)
The Company has accounted for the said amount of { 1,440 Lacs towards the upfront consideration Mr. Jaysinh A. Dave. 20,000 10,000 30,000 1,68,750
during the financial year ended 31st March, 2004. The details of entitlement of the Company of (resigned w.e.f. 23.04.2010)
74, 446 Sq. ft. saleable area is as under:
i) Area under construction to be handed over by GENERAL SHAREHOLDERS INFORMATION
Skyline Residency Pvt. Ltd. to the Company 74,446 Sq. ft. 1. Details of the last three Annual General Meetings are given below;
ii) Area handed over, sold and accounted for, during Financial year 2006-07 23,594 Sq. ft.
Financial Year Date Time Venue Special Resolution(s)
iii) Area handed over, sold and accounted for, during Financial year 2007-08 21.034 Sq. ft.
Babasaheb Dahanukar Sabha Griha, 6th Floor,
Schedules

iv) Area handed over, sold and accounted for, during Financial year 2008-09 12,246 Sq. ft. 2009-10 28/09/2010 11.00 a.m. Nil
Oricon House, 12 K Dubash Marg,
v) Area handed over, sold and accounted for, during Financial year 2009-10 1,390 Sq. ft. (Rampart Row), Fort, Mumbai 400 001.
vi) Total area handed over, sold and accounted upto 31.03.2011 58,264 Sq. ft.
2008-09 29/09/2009 11.00 a.m. Babasaheb Dahanukar Sabha Griha, 6th Floor, Nil
Balance additional saleable area to be allotted 16,182 Sq. ft. Oricon House, 12 K Dubash Marg,
by Skyline Residency Pvt. Ltd. (Rampart Row), Fort, Mumbai 400 001.
Total 74,446 Sq.ft.

40 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 13


Schedules
b) SHAREHOLDERS' GRIEVANCE COMMITTEE 5. Administrative and General Expenses includes a sum of { 2,60,530/- (Previous year { 2,09,055/-)
paid to Auditors being { 1,65,475/- (Previous year { 1,10,300/-) as Audit Fees, { 27,575/-
The Board of Directors in their meeting held July 26th, 2010 reconstituted the Shareholders' Grievance
Committee. The composition of the Shareholders' Grievance Committee along with the attendance of (Previous year { 27,575/-) for Tax Audit, { 66,180/- (Previous year { 66,180/-)for certification &
the members of the Shareholders' Grievance Committee is as follows; other work, { 1,250/- (Previous year { Nil) paid for other services and { Nil as out of
pocket expenses.
Name of the Director Designation No. of Meetings No. of Meetings
held up to 31.03.2011. Attended.
6. Company has filed a suit on Nesco Ltd. (Formerly known as New Standard Engineering Co. Ltd)
Mr. Anand J. Vashi Chairman 4 4 for the recovery of its Security Deposit of { 15,00,000/- along with interest.

Mr. Vinod N.Joshi Member 4 3


7. (a) Sundry Creditors include { 81,201/- (Previous year { 2,00,498/-) due to Micro and Small
Mr. Tarak A. Patel Member 4 3 Scale enterprises. The parties to whom the amounts outstanding for more than 45 days as at
31st March, 2011 are as under:
Mr. Jatin V. Daisaria Member 4 4
Sr. No. Vendor Name
Mr. Upen M. Doshi *** Member 3 3
i Bombay Machine Tools

During the financial year 2010-11, four Shareholders' Grievance Committee Meetings were held on ii Hansu Controls Ltd
April 23rd, 2010, July 26th, 2010, October 25th, 2010, and January 24th, 2011. iii Indo Hydraulics (Bombay)

*** During the Current year, Mr. Upen M. Doshi has been appointed as member of the Shareholders' (b) The Micro, Small and Medium Enterprises have been identified by the Company from the
Grievance Committee w.e.f July 26th, 2010. available information.
(c) No provision has been made in the Accounts for interest, as no amount has been claimed from the
The Committee looks into redressing the investors' grievances / complaints viz. non receipt of transferred
shares, non-receipt of dividends, etc. Company under the interest on delayed payments by micro and small scale enterprises.
Corporate Governance Report

The Company has received 33 complaints from Shareholders / Investors which have been resolved to
the satisfaction of the complainants. None of the investors' complaints were pending unresolved as on 8. EMPLOYEE BENEFITS
March 31st, 2011. The detail break-up of complaints received and responded and the status thereof during Defined benefit plans as per Actuarial Valuation as on 31st March, 2011
the financial year ended March 31st, 2011 are given below;
(A) GRATUITY
Nature of Complaints Received and replied during the year. As at 31st March 2011 As at 31st March 2010
{ {
Non - Receipt Share Certificate(s) lodged for transfer 10
Defined Benefit Obligation 23,30,467 19,44,926
Non - Receipt of Dividend Warrants 14 Amount not recognized in the Balance Sheet
Non - Receipt of Exchange Certificate 2 Present value of funded obligations 32,54,142 29,81,349

Non - Receipt of Duplicate Share Certificate 3 Fair value of plan assets 29,81,349 24,08,431
Present value of unfunded obligations (9,23,676) (10,36,423)
Dematerialization / Rematerialization of Shares 2
Unrecognised past service cost
Others 2
Net Liability / (Asset) (9,23,676) (10,36,423)
Total 33

12 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 41


Corporate Governance Report
(B) LEAVE ENCASHMENT COMMITTEES OF DIRECTORS
st st
As at 31 March 2011 As at 31 March 2010
{ {
Defined Benefit Obligation
a) AUDIT COMMITTEE
Amount not recognized in the Balance Sheet
Present value of funded obligations The Board of Directors in their meeting held July 26th, 2010 reconstituted the Audit Committee.
Fair value of plan assets The composition of the Audit Committee along with the attendance of the members of the Audit
Present value of unfunded obligations 11,29,022 6,83,565 Committee is as follows;
Unrecognised past service cost
Net Liability / (Asset) 11,29,022 6,83,565 Name of the Director Designation No. of Meetings No. of Meetings
Amounts in the balance sheet : held up to 31.03.2011. Attended.
Liabilities 1,87,193 2,92,098
Assets
Net liability / (Asset) recognised in the Mr. Anand J. Vashi Chairman 4 4
Balance sheet 1,87,193 2,73,451
Mr. Vinod N. Joshi Member 4 3
9. (a) Details of Building No. 4 Work-In-Progress are as under
Breakup of major costs incurred As at As at Mr. Upen M. Doshi Member 4 4
31.03.2011 31.03.2010
Particulars { {
Mr. Maulik H. Dave *** Member 3 3
Opening Work-In-Progress 20,64,14,929 23,18,69,213
Add :Expenses during the Year
Statutory Payments (MCGM and Stamp Duty) 11,24,688 64,18,226 Mr. Jaysinh A. Dave *** Member 1 1
Development Expenses 8,26,03,666 6,36,76,228
Less : Cost of Flats Transferred 14,82,27,343 9,55,48,738 During the financial year 2010-11, four Audit Committee Meetings were held on April 23rd, 2010,
Closing Work-In-Progress 14,19,15,940 20,64,14,929 July 26th, 2010, October 25th, 2010, and January 24th, 2011.

(b) Details of Skyline Riverside Project (Karjat) - Work-In-Progress are as under Break-up of
major costs incurred *** During the year under review, Mr. Jaysinh A. Dave had resigned from the Audit Committee and
Particulars Mr. Maulik H. Dave has been appointed as member of the Audit Committee w.e.f. July 26th, 2010.
Opening Work-In-Progress
Add :Expenses during the Year
The broad terms of reference of the Audit Committee are as per following;
Cost of Land 4,18,00,000
Statutory Payments (MCGM and Stamp Duty) 26,22,682 Reviewing audit reports of statutory auditors with auditors and management.
Development Expenses 11,80,310 Reviewing financial reporting systems, internal control systems and control procedures.
Closing Work-In-Progress 4,56,02,992
Ensuring compliance with regulatory guidelines.
10. Earnings per share Oversight of the Company's financial reporting process and the disclosure of its financial
2010-2011 2009-2010 information to ensure that the financial statement is correct, sufficient and credible.
Face value per share { 1/- 1/- Recommending to the Board, the appointment, re-appointment and, if required the replacement
Net profit for the year { 3,10,29,191 4,23,50,097 or removal of the statutory auditor and fixation of audit fees.
a) Basic EPS Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
Schedules

Weighted average number of Equity


Share outstanding Nos. 4,02,24,250 4,02,24,250 Reviewing with management about the adequacy of the internal control systems.
Basic earnings per share { 0.77 1.05 Reviewing the finding of any internal investigations by the internal auditors into matters where
b) Diluted EPS there is suspected fraud or irregularity or a failure of internal control systems of a material nature
Weighted average number of Equity Nos 4,02,24,250 4,02,24,250 and reporting the matter to the Board.
Share outstanding The minutes of the Audit Committee were placed before the Board for record.
Diluted EPS { 0.77 1.05

42 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 11


Schedules
CORPORATE GOVERNANCE REPORT 11. Deferred Tax :
The Company has recognized deferred tax arising on account of timing differences, being the difference
CORPORATE GOVERNANCE PHILOSOPHY between the taxable income and accounting income, that originates in one period and is capable of
Your Company continues to uphold its commitment to adhere to high standards of Corporate Governance. The reversal in one or more subsequent periods in compliance with Accounting Standard (AS 22)- Accounting
Company strives to ensure transparency in all its operations, make disclosures and comply with various laws and for Taxes on income.
regulations. Emphasis therefore, is on adding value to its shareholders, investors, employees, suppliers, customers
and the community. The major components of deferred tax (liabilities) / assets arising on account of timing differences as at
The Company has laid down Code of Conduct, which binds all the board members and senior management of 31st March, 2011 are as follows :
the Company. A declaration by the Chairman to this effect is appended to this report. As at As at
The Company has also adopted a Whistle Blower Policy to provide a mechanism to enable the employees to
31.03.2011 31.03.2010
approach the Audit Committee of the Board of Directors for reporting the instances of unethical behavior, actual
or suspected fraud or violation of the Company's Code of Conduct, which may come to their Deferred tax liabilities { {
knowledge. Difference between the Written Down Value / Capital (37,67,001)
Work-In-progress of fixed assets as per the books of
BOARD OF DIRECTORS Account and Income Tax Act, 1961
The Board of the Company comprises of Eight Directors, all are Non-Executive having wide range of skills and
experience in the fields of management and industrial activities.
Deferred tax Assets
Category No. of No. of Directorship Committee Attendance
Name of Director of Directorship Meetings held Meetings in other Public Position in at last Expenses allowed for tax purpose on payment basis 1,92,971
up to 31.03.2011 Attended Companies other Public A.G.M Net deferred tax liabilities (35,74,030)
Companies
Net Deferred Tax (Liability)/Assets of Previous Year
Mr. Anand J. Vashi Chairman Net Deferred Tax Expenses for the Year (35,74,030)
4 4 Nil Nil Yes
Independent, Non-Executive

Mr. Ashok J. Patel Director 12. RELATED PARTY DISCLOSURES


Promoter, Non-Executive 4 4 4 Nil Yes
Associates Parties with whom transactions have been taken place during the year
Mr. Vinod N. Joshi Director a) GMM Pfaudler Ltd.
4 3 Nil Nil No
Corporate Governance Report

Independent, Non-Executive
b) Millars Concrete Technologies Pvt. Ltd. (Formerly Pedershaab Millars India Pvt. Ltd.)
Mr. Tarak A. Patel Director c) Glass Lined Equipment Co. Ltd.
Promoter, Non-Executive 4 3 2 Nil Yes
d) Skyline Residency Pvt. Ltd.
Mr. Jatin V. Daisaria Director e) J. V. Patel & Co. (Fin)
Promoter, Non-Executive 4 4 Nil Nil Yes
f) Ankit Overseas.
Mr. Upen M. Doshi Director g) Symphony
Independent, Non-Executive 4 4 Nil Nil Yes

Mr. Shilpin K. Tater Director Key Management Personnel


Promoter, Non-Executive 4 4 Nil Nil Yes
Mr. Anand J. Vashi - Chairman - Independent Non Executive Director
Mr. Maulik H. Dave Director Mr. Ashok J. Patel - Promoter - Non Executive Director
3 3 Nil Nil Yes
(Appointed w.e.f 23.04.2010) Promoter, Non-Executive Mr. Vinod N. Joshi - Independent - Non Executive Director
Mr. Jaysinh A. Dave Director
Mr. Tarak A. Patel - Promoter - Non Executive Director
1 1 Nil Nil No Mr. Jatin V. Daisaria - Promoter - Non Executive Director
(Resigned w.e.f 23.04.2010) Promoter, Non-Executive
Mr. Upen M. Doshi - Independent - Non Executive Director
During the financial year 2010-11, four Board Meetings were held on April 23rd, 2010, July 26th, 2010,
October 25th, 2010, and January 24th, 2011. Mr. Shilpin K. Tater - Promoter - Non Executive Director
All relevant information such as production, sales, financial results, capital expenditure proposals, statutory Mr. Maulik H. Dave - Promoter - Non Executive Director (appointed w.e.f. 23.04.2010)
dues position, etc are as a matter of routine, placed before the Board for its approval / information. Mr. Jaysinh A. Dave - Promoter - Non Executive Director (resigned w.e.f. 23.04.2010)
The agenda and the notes to the agenda were circulated to the Directors well in advance.

10 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 43


Management Discussion & Analysis
Transactions with Related Parties 2010-11 2009-10 b. Ghatkopar Residential Project.
Associates Associates The Company is constructing one residential building with two wings at our Ghatkopar Project, situated at
{ { Kurla-Kirol Road, Ghatkopar, Mumbai. As on June 30th, 2011 construction of one wing is nearing
i) Sales of Goods 1,75,33,552 1,94,28,210 completion and the second wing is two-thirds complete. Most of the apartments are sold and the
(includes Erection & other charges) Company will give possession to the buyers during the current Financial Year.
ii) Purchase of Goods 14,76,361 10,66,605
iii) Dividend received 11,228 11,228
iv) Rent received 41,76,000 41,76,000 D. Opportunity and Threats
v) Rent paid 28,81,550 31,85,400 Manufacturing
vi) Interest Paid 32,94,719 The market for construction equipment continues to be very competitive with margins under pressure.
vi) Outstanding Balance Growth is dependent on the investments in infrastructure projects in the country.
Receivable 5,32,07,231 47,12,780
The demand for pre-cast pipes and manhole systems seem encouraging based on investments in both urban
Payable 37,83,720 40,14,598
and rural areas allocated by both the Central and State Governments.
vii) Advance paid Against Commercial Property 4,95,00,000
viii) Power & Fuel Expenses 51,20,513 45,09,120 Real Estate
ix) Re-imbursement of Salary 2,74,548 In recent months, the increase in interest rates charged by banks on housing loans has affected prospective
x) Legal & Professional Expenses 1,25,000 new home buyers who either defer their decision to purchase the flats or opt for smaller size flats due to
xi) Office Expenses 78,466 90,276 which the overall sale of flats is likely to be affected in the short term.
xii) Sitting Fees Paid to Non-Executive Directors 9,20,000 8,90,000
xiii) Labour Charges Expenses 7,10,100 7,52,244 E. Internal Control Systems and their adequacy
13. Disclosure of segment information as required by AS 17 Segment Reporting. Your Company has a proper and adequate system of Internal Controls, to ensure that all assets are safeguarded
st and protected against loss from unauthorized use or disposal and commercial transactions are authorised,
SEGMENTWISE REVENUE, RESULTS AND CAPITAL EMPLOYED FOR THE YEAR ENDED 31 MARCH 2011.
recorded and reported correctly. The internal control is supplemented by an extensive program of internal,
2010-11 2009-10 external audits and periodic review by the management. The system is designed to adequately ensure that
({ In Lacs) ({ In Lacs) financial and other records are reliable for presenting financial information and other data. The Audit
I) Primary Segment Information : Committee at its periodic meeting, reviews observations and recommendations contained in Internal Audit
A. Segment Revenue Reports, where Internal Auditors also participate.
1) Construction Equipment 1,020.00 926.19
2) Real Estate Development 1,833.00 1,308.34
Total Net Sales/income from operations 2,853.00 2,234.53 F. Human Resources and Industrial Relations
The Company firmly believes that its employees are key to driving performance and developing competitive
B. Segment Results advantage. The emphasis has been on proper recruitment of talent and empowerment while devoting
Profit / loss before Tax and interest for each segment resources for their continuous development.
1) Construction Equipment (4.41) 61.23
On March 31st, 2011, the Company's total permanent employee strength was 45 against 39 as on
2) Real Estate Development 329.76 352.85
March 31st, 2010.
Total 325.35 414.08
Add: Other Income 166.94 97.44
Total 492.29 511.52 G. Cautionary Statement
Less: Interest 1.32 Certain statements in the Management Discussion and Analysis section may be 'forward-looking'.
Provision for Doubtful Debts Such 'forward-looking' statements are subject to risks and uncertainties and therefore actual results could be
Profit/(Loss) before tax 492.29 510.20 different from what the Directors' envisage in terms of the future performance and outlook.
Provision for Tax 182.00 86.70
Schedules

Profit / (Loss) after tax 310.29 423.50

C. Capital Employed
(Segment Assets Segment Liabilities)
1) Construction Equipment 1,628.27 1,657.49
2) Real Estate Development 2,090.73 1,809.29
Total 3,719.00 3,467.78

44 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 9


Schedules
Management Discussion & Analysis 14. Additional Information pursuant to the provisions of paragraphs 3. 4c and 4d of part II of Schedule VI of the
Companies Act. 1956 is given below.
I Particulars in respect of Goods Manufactured, Sales & Stocks
A. Industry Structure & Development Sr. Unit of Licensed Installed Actual Stock Sales
The demand for residential property in the beginning of the year was encouraging but due to increase in No. Class of Goods Quantity Capacity Capacity Prod Opening Closing
interest rates, thereafter the demand dropped as buyers deferred their decision to invest in new homes.
Qty. Value Qty. Value Qty. Value
Construction equipment demand remained soft in the beginning of the year but picked up in the second half { { {
of the year as infrastructure activities increased. 1 2 3 4 5 6 7 8 9 10 11 12
01. Diesel Engines Nos 2600 2000 - - - - - - -
B. Segment Wise Operational Performance (2600) (2000) (-) (-) (-) (-) (-) (-) (-)
02. Mechanical Nos 42000 42000 - - - - - -
Demand for Construction Equipment continued at moderate levels but rise in raw material cost impacted
Lubricators (42000) (42000) (-) (-) (-) (-) (-) (-) (-)
profit margins. Construction Equipment sales income increased to { 1,020 lacs from { 926 lacs in the
previous year, an increase of 10 %. 03. Engine Valves Nos 1800000 1800000 - - - - - - -
(1800000) (1800000) (-) (-) (-) (-) (-) (-) (-)
Income from Real Estate Division during the year ended March 31st, 2011 was { 1,833 lacs compared to
04. Push Rods Nos 600000 600000 - - - - - - -
{ 1,308 lacs in the previous year due to progressive completion of building number 4 located at our
(600000) (600000) (-) (-) (-) (-) (-) (-) (-)
Ghatkopar property. Profit before tax was { 492 lacs compared to previous year profit of { 510 lacs with
05. Steel Storage Tanks M/T 3600 1800 - - - - - - -
marginal decline due to increased cost of construction materials.
Rolling Shutters, (3600) (1800) (-) (-) (-) (-) (-) (-) (-)
Bridges, Truses other
C. Outlook general Structural Fabrication Work.
Manufacturing Division: 06. Structural Fabrication M/T 3600 3600 - - - - - - -
(3600) (3600) (-) (-) (-) (-) (-) (-) (-)
a. Wada Concrete Products Project, Maharashtra
07. 1) E.O.T. Cranes
The Company appointed an independent reputed agency, approved by the Bank of Maharashtra, to
Management Discussion & Analysis

General Hook Type


undertake a techno-commercial feasibility for setting up a pre-cast concrete pipes and manhole systems (3 to 500 T cap)
plant at Wada near Mumbai. The capital investment required for the Project is estimated at { 1,400 lacs
2) Flame Proof
which is proposed by a Term Loan of { 600 lacs, working capital of { 300 lacs and Company's Version
contribution of { 500 lacs. (Upto 80 T)
For this project the Company has acquired about 50,000 sq. mtrs industrial land in village Sapne Khurd, 3) Grabbing Cranes
Wada Taluka, Thane District. During the current year the Company has placed orders for the pre- (Upto 25 T)
engineered factory building and major equipment for producing concrete pipes and manholes. 4) Steel Mill Duty/ Nos 72 100 - - - - - - -
The Company plans to start commercial operation in April, 2012. Hot Model/ (72) (100) (-) (-) (-) (-) (-) (-) (-)
Ladle/E.O.T. Crane
b. Umreth Concrete Products Project, Gujarat (Upto 80 T)
The Company is in the process of setting up another pre-cast concrete pipe manufacturing facility on a 5) Goliath Cranes
Semi Goliath
leased land at Umreth in Gujarat. This project will manufacture small diameter pipes. Total investment
Cranes Gentry
made so far is { 130 lacs. Commercial production is proposed to start before end of December, 2011.
Cranes Including
C Frames Type
Real Estate Projects: Deck Crane
a. Karjat Residential Project, Maharashtra Winches & Hoists
During the year the Company has acquired land having 8,044 sq. mtrs of F.S.I area for { 418 lacs in 6) Wharf Cranes Level
Karjat (outskirts of Mumbai) and launched a residential project on January 26th, 2011. The Ist phase Luffing Cranes Ship
& Shore Container
comprises of 160 residential units of 1 BHK and 2 BHK with ultra modern facilities to attract the middle
Cranes Transtainers
class urban population living in and around Mumbai. The initial response was found encouraging and
/Derrick Cranes
40 units out the proposed 58 units opened for booking are reserved. from 3 T to 40
Company is also in the process of acquiring another piece of land admeasuring 3,705 sq. mtrs. adjacent to T Capacity
the existing Karjat project due to the encouraging response received so far.

8 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 45


Directors Report
I PARTICULARS IN RESPECT OF GOODS MANUFACTURED, SALES & STOCKS (Contd.) ANNEXURE TO THE DIRECTORS' REPORT
Sr. Unit of Licensed Installed Actual Stock Sales
Particulars required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,
No. Class of Goods Quantity Capacity Capacity Prod Opening Closing 1988.
Qty. Value Qty. Value Qty. Value
{ { {
1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. A. CONSERVATION OF ENERGY
08. Industrial Furnaces Nos 48 96 - - - - - - - The operations of the Company involve low energy consumption. Adequate measures have, however,
(48) (96) (-) (-) (-) (-) (-) (-) (-) been taken to conserve energy. The information required to be furnished as provided under Rule
09. Gas Generators for Nos 15 15 - - - - - - - 2 of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,1988 for conservation
Protective & Reactive (15) (15) (-) (-) (-) (-) (-) (-) (-) of energy in Form-A does not apply to the Company as it does not fall under the category of
Atmosphere
Industries listed in Schedule annexed to Form- A.
10. Hydrogen Generating Nos 15 15 - - - - - - -
Plant (15) (15) (-) (-) (-) (-) (-) (-) (-)
11. Burners for Above Nos 30 30 - - - - - - - B. TECHNOLOGY ABSORPTION
(30) (30) (-) (-) (-) (-) (-) (-) (-) Research and Development
12. Rough Terrain Self Nos 50 - - - - - - - - 1. The Company continues its efforts by internal up gradation program on Research & Development.
Propelled Hydraulic (50) (-) (-) (-) (-) (-) (-) (-) (-)
Cranes 2. Computers are being used with latest software for design calculation in process engineering,
13. Tilting Type Concrete Nos 300 720 - - - - - - - drafting, packages, etc.
Mixers (300) (720) (-) (-) (-) (-) (-) (-) (-) 3. Particulars of Imported Technology (imported during the last five years) - NOT APPLICABLE
14. Non-Tilt Concrete Nos 60 72 - - - - - - -
Mixer (60) (72) (-) (-) (-) (-) (-) (-) (-)
15. Roller Pan Mixers Nos Yet to Be Yet to Be 4 - - 1 716950 3 3305000 C. FOREIGN EXCHANGE
Asphalt Mixers determined determined (3) (-) (-) (-) (-) (3) (3898609) The particulars of foreign exchange inflow and outflow are given in Schedule 12 forming part of the
16. Concrete Mixers Nos - 1434 - - - - - 1 449609 Financial Statements.
(-) (1434) (-) (-) (-) (-) (-) (-) (-)
17. Concrete Batching Nos - 15 17 1 2705108 - - 18 51521535
Mixing Plant (-) (15) (13) (-) (-) (1) (2705108) (12) (51011778)
On behalf of the Board of Directors
18. Asphalt Mixers Nos - 432 - - - - - - - FOR SKYLINE MILLARS LIMITED
(-) (432) (-) (-) (-) (-) (-) (-) (-) sd/-
19. Asphalt Plants Nos - 54 - - - - - - - Anand J. Vashi
(-) (54) (-) (-) (-) (-) (-) (-) (-)
Chairman
20. Highway Combined Nos 72 48 - - - - - - -
Drying & Mixing Unit (72) (48) (-) (-) (-) (-) (-) (-) (-)
10 CFT Caps Mumbai, July 28 th, 2011.
21. 1) TRANSIT Valuing Nos - 50 - - - - - - -
Mixers 787 Lacs (-) (50) (-) (-) (-) (-) (-) (-) (-)
2) Concrete Nos - 50 - - - - - - -
Pumps (-) (50) (-) (-) (-) (-) (-) (-) (-)
22. Paver Finisher Nos - - - - - - - - -
(-) (-) (-) (-) (-) (-) (-) (-) (-)
23. Miscellaneous (Includes { - - - - 5965075 - 2514986 - 46713256
Nil for Trading Business) (-) (-) (-) (-) (7006222) (-) (5965075) (-) (37708438)
(Previous Year { NIL)
Schedules

101989400
(92618825)

NOTES :
a) installed capacities has been certified by the Director which has been accepted by the Auditors without verification.
b) Licensed capacities in respect of item Nos. 16 to 19, 21, & 22 have not been given as the Company has been registered with D.G.T.D
New Delhi vide their Registration No. D.G.T.D./R-3935/E-16(1)S-19/77 dated 21-2-1978 and DGTD/HQ/D/S/19/R-10429/E-16 (iii) NU/82.

46 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 7


Schedules
II ANALYSIS OF RAW MATERIAL CONSUMED Unit Quantity Value in
MANAGEMENT DISCUSSION & ANALYSIS REPORT {
In accordance with the Clause 49 of the Listing Agreement with 'The Bombay Stock Exchange Limited',
Management's Discussion & Analysis Report is attached and forms part of this Directors' Report. Castings M/tons 9.863 8,43,622
(8.649) (6,33,693)
CORPORATE GOVERNANCE
Steel M/tons 312.371 1,26,88,452
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance
together with a certificate from the Statutory Auditors of the Company confirming the compliance as set out in the (259.628) (99,55,266)
annexure forming part of the Annual Report. Oil Engines & Electric Motors Nos 101 56,17,641
(47) (11,79,258)
REPORT ON ENERGY CONSERVATION AND RESEARCH AND DEVELOPMENT
Miscellaneous 4,32,32,809
ACTIVITIES (4,30,90,425)
Information relating to energy conservation, foreign exchange earnings and outgo and research and development
activities undertaken by the Company in accordance with the provisions of Section 217 (1) (e) of the Companies 6,23,82,524
Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988, is (5,48,58,642)
given in the Annexure to the Directors' Report.

DISCLOSURES OF PARTICULARS OF EMPLOYEES


There are no employees getting remuneration exceeding the prescribed limits, under section 217 (2A) of the III (A) VALUE OF IMPORTED AND INDIGENOUS Value in % of Total
Companies Act, 1956 as amended, read with the Companies (Particulars of Employees) Rules, 1975. RAW MATERIALS CONSUMED { Comsumption
Imported 30,03,871 4.82
ACKNOWLEDGMENTS (27,18,761) (4.96)
The Board wishes to place on record their appreciation of the devoted services and contribution of their
employees. The Directors place on record their appreciation for the continued support of the shareholders of the Indigenous 5,93,78,653 95.18
Company. (5,21,39,881) (95.04)
6,23,82,524 100.00
(5,48,58,642) (100%)
On behalf of the Board of Directors
FOR SKYLINE MILLARS LIMITED (B) STORES & SPARES CONSUMED
sd/-
Imported Nil Nil
Anand J. Vashi
(Nil) (Nil)
Chairman
Mumbai, July 28th, 2011. Indigenous 14,82,27,343 100%
(15,61,404) (100%)
14,82,27,343 100%
(15,61,404) (100%)
Directors Report

IV VALUE OF IMPORTED ON C.I.F. BASIS Value in


{
Raw Materials 24,14,271
(Including Components) (22,14,892)

6 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 47


Directors Report
Value in FIXED DEPOSITS
V (A) EARNINGS IN FOREIGN EXCHANGE { The Company has not accepted any public deposits during the year under review. There were no outstanding
Others (Commission) public deposits as at March 31st, 2011.
( )
F O B Value of Export
( )
INVESTMENTS
The Company's total investment in listed equity shares, mutual funds & fixed deposits in Banks amounted to
(B) EXPENDITURE IN FOREIGN CURRENCY { 1,087 lacs as at March 31st, 2011.
TRAVELING During the year under review the Company acquired about 50,000 sq. mtrs industrial land at Wada, Maharashtra
( ) for { 276 lacs for the Company's concrete products project. The Company also purchased Transfer of
Others Development Rights (T.D.R) for 1,000 sq. mtrs for { 293 lacs for future real estate development at our Ghatkopar
( ) property and has further invested { 495 lacs in the commercial property being developed by M/s Symphony.

(C) TECHNICAL KNOW-HOW FEES


( )
PROJECTS
The Company has certain ongoing projects, including diversification in to manufacture of pre-caste concrete
VI REMITTANCE IN FOREIGN CURRENCY Nil products, details of which are given in the Management Discussion and Analysis Report.
On Account of Dividends To Non Resident Shareholders (Nil)
DIRECTORS
Mr. Ashok J. Patel, Mr. Anand J. Vashi and Mr. Vinod N. Joshi retire by rotation at the ensuing Annual General
15 Previous year's figures have been rearranged and regrouped wherever necessary to correspond with
Meeting and being eligible, offers themselves for re- appointment.
the figures of the current year.
A brief Resume of the Directors being re- appointed, as stipulated under clause 49 of the Listing Agreement with
the Bombay Stock Exchange, are given in the statement of Corporate Governance forming a part of this Report.
As per our Report of even date For and on behalf of the Board

For SHAH & CO, Mr. Tarak A. Patel DIRECTORS' RESPONSIBILITY STATEMENT
Chartered Accountants Directors
FRN 109430W Pursuant to provision of section 217 (2AA) of the Companies Act, 1956, the Directors confirm: -
Mr. Jatin V. Daisaria
a) That in the preparation of the annual accounts, the applicable accounting standards had been followed along
H.N. SHAH
Partner
with proper explanation relating to material departures.
Membership No.008152 b) That they have selected such accounting polices and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the
Mumbai, July 28th, 2011. Mumbai, July 28th, 2011 Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the period
April 1st, 2010 to March 31st, 2011.
c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.
d) That the annual accounts for the year ended March 31st, 2011 are prepared on a 'going concern basis'.
Schedules

AUDITORS
M/s. Shah & Co., Chartered Accountants, retiring as the Statutory Auditors of the Company at the conclusion of
ensuing Annual General Meeting, offer themselves for re-appointment. The requisite certificate has been
received from them to the effect that their re-appointment as Statutory Auditors, if made, would be within the
limits prescribed under Section 224(1B) of the Companies Act, 1956.

48 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 5


Cash Flow Statement
st
CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2011.
Directors Report
2010-2011 2009-2010
{ {
To The Members, A. Cash Flow From Operating Activities
Net Profit Before Tax 4,92,29,221 5,10,20,097
Your Directors present their Ninety First Annual Report and the Audited Statements of Accounts for the year Add Back:
ended March 31st, 2011. Depreciation 15,99,970 16,74,017
Provision for Doubtful Debts
Loss on Sale of Fixed Assets 1,19,265
FINANCIAL RESULTS Sundry Credit Balances Written Back (60,50,892)
PARTICULARS 2010-11 2009-10 Interest Paid 1,32,225
Bad Debts Written Off 21,09,504
({ in lacs) ({ in lacs) Excess Provision Written Back
Dividend Income (13,693) (13,261)
Sales & Other Income 3,062.92 2,363.71 Profit on Sale of Investments
3,062.92 2,363.71 Operating Profit before working capital changes 4,68,74,110 5,29,32,343
Profit before Interest, Depreciation & Taxation 508.29 528.26 Adjustments for:
1. Interest (1.32) Present Value of Ghatkopar Project 22,29,977
Building No. 4 Work-In-Process 6,44,98,989 2,54,54,283
2. Depreciation (15.99) (16.74)
Skyline Riverside Project (Karjat) - Work-In-Process (4,56,02,992)
3. Taxation (182.00) (86.70) Trade and Other receivables (11,17,146) (13,07,485)
Profit / (Loss) after Interest, Depreciation & Taxation 310.30 423.50 Inventories 1,05,86,513 1,63,74,683
Balance brought forward from the previous year 1,538.94 1,254.25 Loans And Advances (74,61,072) (73,51,487)
Amount available for Appropriation 1,849.24 1,677.75 Other Current Assets (2,47,47,293) (19,03,994)
APPROPRIATIONS: Trade and other Payables 1,21,61,800 (2,86,91,276)
Transfer to General Reserve 45.00 45.00 Cash generated from operations 5,51,92,909 5,77,37,044
Dividend : Interest paid (1,32,225)
Interim Dividend 80.45 Income Tax & FBT paid (1,07,60,932) (40,83,425)
Final Dividend 80.45 Dividend for F.Y. 2009-10 (80,44,850)
Dividend Tax (13,36,150)
Dividend Distribution Tax 13.36 13.36
Net Cash flow from Operating Activities 3,50,50,977 5,35,21,394
138.81 138.81
B. Cash flow from Investing Activities
Balance carried to Balance Sheet 1,710.43 1,538.94 Sale of fixed Assets 1,70,000
Purchase of Fixed Assets (2,83,89,599) (79,827)
OPERATIONAL PERFORMANCE Increase in Capital Work-in-Process (81,51,799)
Sales and other income for the year at { 3,062.92 lacs reflected an increase of 30% as against { 2,363.71 lacs in Purchase of Investment (1,82,171) (783)
the previous year. Dividend received 13,693 13,261
Income from Construction Equipment Division increased by 10% to { 1020 lacs from { 926 lacs in the previous Net Cash Flow from Investing Activities (3,67,09,876) 1,02,651
year. Income from the Real Estate Division increased by 40% to { 1,833 lacs from { 1,308 lacs in the previous C. Cash flow from Financing Activities
Increase in Investment
Directors Report

year.
Net Cash flow from Financing Activities
However, the Net Profit of the Company was { 310 lacs compared to { 424 lacs in the previous year a decrease of
Net Increase / (Decrease) in Cash and Cash Equivalent (16,58,899) 5,36,24,045
27% due to overall rise in raw material input cost due to inflationary pressure. Cash and Cash Equivalent as at 01.04.2010 11,63,65,710 6,27,41,665
As a result the Earning per Share (E.P.S.) of the Company was { 0.77 as compared to { 1.05 of the previous Cash and Cash Equivalent as at 31.03.2011 11,47,06,811 11,63,65,710
year.
As per our Report of even date For and on behalf of the Board
DIVIDEND For SHAH & CO,
Chartered Accountants Mr. Tarak A. Patel
The Board of Directors have approved the payment of Interim Dividend of { 0.20 (20%) per share, at their FRN 109430W Directors
meeting held on April 27th, 2011. The total dividend distributed for the year of { 80.45 lacs was equal to that of Mr. Jatin V. Daisaria
H.N. SHAH
the previous year. Partner
The Directors propose that the interim dividend paid so far be considered as the Final Dividend for the year Membership No.008152
under review. Mumbai, July 28th, 2011. Mumbai, July 28th, 2011

4 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 49


Notice
Additional Information as Required under Part IV of Schedule VI to the Companies Act, 1956. APPEAL TO SHAREHOLDERS
Balance Sheet Abstract and Company's General Business Profile
1 Registration Details The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate
Registration No. 640 Governance by allowing paperless compliance by the companies through electronic
State Code 011
Balance Sheet Date 31.03.2011 mode. The Companies can now send various Notices, Annual Reports & Quarterly Results to its
2 Capital Raised During the Year (Amount in {) shareholders through electronic mode to the registered e-mail addresses of shareholders. To
Public issue NIL
Rights issue NIL support green initiative of the Government in full measure, members are requested to register
Bonus issue NIL their e-mail addresses at skylinemillarsgogreen@linkintime.co.in, in respect of electronic
Private Placement NIL
Preferential Allotment of Equty Shares NIL holdings with the Depository through their concerned Depository Participants.
3 Position of Mobilisation and Deployment of Funds (Amount in {)
Balance Sheet Abstract and Company's General Business Profile

Total Liabilities 37,19,00,295


Total Assets 37,19,00,295
Sources of Funds
Paid-up Capital 4,02,24,250
Reserves & Surplus 32,81,02,015
Deferred Tax Liability 35,74,030
Secured Loans NIL
Unsecured Loans NIL
Application of Funds
Net Fixed Assets 4,57,64,030
Capital Work-In-Process 81,51,799
Investments 28,11,326
Net Current Assets 31,51,73,140
Miscellaneous Expenditure NIL
Accumulated Losses NIL
4 Performance of Company (Amount in {)
Turnover 30,62,92,320
Total Expenditure 24,73,58,658
Profit / (Loss) Before Tax 4,92,29,221
Profit / (Loss) After Tax 3,10,29,191
Earning Per Share (Weighted) ({) 0.77
Dividend Rate 20%
5 Generic Names of Three Principal Products / Services of Company (As per Monetary Terms)
Item Code no. (ITC Code) 842611-00
Product Description E.O.T. CRANE
Item Code no. (ITC Code) 847431-01
Product Description CONCRETE MIXERS
Item Code no. (ITC Code) 840510-00
Product Description GAS GENERATORS

As per our Report of even date For and on behalf of the Board
For SHAH & CO,
Chartered Accountants Mr. Tarak A. Patel
FRN 109430W Directors
H.N. SHAH Mr. Jatin V. Daisaria
Partner
Membership No.008152
Mumbai, July 28th, 2011. Mumbai, July 28th, 2011

50 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 3


Form of Proxy
NOTES: SKYLINE MILLARS LIMITED
(FORMERLY MILLARS INDIA LIMITED)
1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBER.
ATTENDANCE SLIP
2. THE PROXIES, IN ORDER TO BE EFFECTIVE SHOULD BE DEPOSITED WITH THE
REGISTERED OFFICE NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE 91 ANNUAL GENERAL MEETING - 27th SEPTEMBER, 2011 at 10.30 A.M.
st

COMMENCEMENT OF THE MEETING.


FOLIO NO. .............................
3. The Register of Members and Share Transfer Register shall remain closed from Monday the I Certify that I am a Registered Shareholder / proxy for the registered shareholder of the Company.
th th
September 19 , 2011 to Tuesday the September 27 , 2011 (both days inclusive). I hereby record my presence at the 91st ANNUAL GENERAL MEETING of the Company at Club House, Skyline Oasis,
Premier Road, Near Vidyavihar Railway Station, Ghatkopar (West), Mumbai - 400 086, on Tuesday, 27th September,
4. The Securities and Exchanges Board of India has made it mandatory for all Companies to use 2011 at 10.30 a.m.
the Bank account details furnished by the depositories for depositing dividend through
Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. In
the absence of ECS facilities, the Company will print the Bank account details, if available, on Member's / Proxy's name in BLOCK Letters Member's / Proxy's Signature
the payment instrument for distribution of dividend. Note : Please fill this attendance Slip and hand it over at the ENTRANCE OF THE HALL.

5. As a measure of economy, copies of the Annual Reports and Accounts will not be distributed (TEAR HERE)
at the Meeting. Members are therefore, requested to bring their copies at the meeting.

6. Members are requested to produce the attendance slip, sent along with the Annual Report, SKYLINE MILLARS LIMITED
duly signed for admission to the meeting hall. (FORMERLY MILLARS INDIA LIMITED)
Regd. Office : 24, Kurla-Kirol Road, P.B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
7. Members who are holding shares in identical order or names in more than one folio are
requested to write to the Company to enable the Company to consolidate their holdings in FORM OF PROXY
one folio to facilitate better services. I/We .....................................................................................................................................................................
of ....................................................... in the district of ............................................................................ being
8. Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, additional information
a Member / Members of the above named Company hereby appoint ..................................................................
relating to Directors recommended for appointment / re-appointment at the Annual General
Meeting appears in the Director's Report. of ............................................... in the district of .............................................................................. or failing
him/her ......................................... of ........................................... in the district of ................................... as my/
9. Members desirous of obtaining any information concerning the accounts and operations of our Proxy to vote for me/us on my/our behalf at the 91st ANNUAL GENERAL MEETING of the Company to
the Company are requested to address their questions in writing to the Company Secretary be held at Club House, Skyline Oasis, Premier Road, Near Vidyavihar Railway Station, Ghatkopar (West),
at least seven days before the date of the meeting, so that the information required may be Mumbai - 400 086, on Tuesday, 27th September, 2011 at 10.30 a.m. at any adjournment thereof.
made available at the meeting.
Signed this ...................................... day .............................. 2011
10. Members holding shares in physical form are requested to notify/send the following to
Signature ........................................................
the Company's Registrar and Share Transfer Agent to facilitate better service. AFFIX
Reg. Folio No........................ {1
a. Any change in their address/mandate / Bank details. REVENUE
STAMP
b. Particulars of their Bank accounts in case the same have not been sent earlier and
Notice

c. Share Certificate(s) held in multiple accounts in identical names and/or joint accounts in NOTE : THIS FORM IN ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED COMPLETED AND SIGNED AND
MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS
the same order of names for consolidation of such shareholdings into one account. BEFORE THE TIME FIXED FOR THE MEETING.

2 91st ANNUAL REPORT 2010-11 91st ANNUAL REPORT 2010-11 51


SKYLINE MILLARS LIMITED SKYLINE MILLARS LIMITED

Board of Directors
Name of the Directors Designation
Mr. Anand J. Vashi Independent Director & Chairman Registered Office :
Mr. Ashok J. Patel Non-Executive Director 24, Kurla - Kirol Road, P. B. No. 9208, Ghatkopar (West), Mumbai - 400 086.
E-mail: millars@vsnl.net Website: www.skylinemillarsltd.com
Mr. Vinod N. Joshi Independent Director
Mr. Tarak A. Patel Non-Executive Director
Mr. Jatin V. Daisaria Non-Executive Director
Mr. Upen M. Doshi Independent Director
Mr. Shilpin K. Tater Non-Executive Director
Corporate Office :
Mr. Maulik H. Dave Non-Executive Director (w.e.f. 23.04.2010) 4th floor, Churchgate House, 32-34, Veer Nariman Road, Fort, Mumbai-400 001.
Tel.: (022) 2204 7470, 2283 1375 Fax : (022) 2204 9408
E-mail: millars@vsnl.net
Realty Head Prem P. Ramnani
Vice President-Marketing N. B. Joshi
& Engg. Services
Financial Controller Hitesh P. Sangoi
Dy. G.M. Finance & Dhawal J. Vora
Company Secretary Construction Equipment Division
Bankers Bank of Maharashtra
Plant Location :
IDBI Bank Limited
Anand - Sojitra Road, Karamsad - 388 325.
ICICI Bank Limited
Tel.: (02692) 232017, 237331 Fax : (02692) 235914
Axis Bank Limited
Auditors M/s Shah & Co.
Chartered Accountants
Internal Auditors M/s Arvind & Co.
Chartered Accountants
Solicitors M/s Vigil Juris
Regional Marketing Offices :
Advocates, Solicitors & Notary
210, Pragati Tower, 26, Rajendra Place, New Delhi - 110 008.
Tel.: (011) 2572 1566, 2581 4913 Fax : (011) 2581 4913
Contents Page No.
Notice 1 City Centre 3, Ground Floor, No. 39, Thirumalai Pillai Road,
T. Nagar, Chennai - 600 017.
Directors' Report 4
Tel.: (044) 2815 7906 Fax : (044) 2815 8249
Management Discussion & Analysis 8
Corporate Governance Report 10 B. Jadhav Chambers, 3rd Floor, Ashram Road, Ahmedabad - 388 009.
Auditor's Report 22 Tel.: (079) 2754 6822, 2754 6894 Fax : (079) 2754 6894
Balance Sheet 26
Profit & Loss Account 27
Schedules 28
Cash Flow Statement 49
Balance Sheet Abstract 50
digital edge 022-24304449

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