SKIL Infrastructure Ltd. के अकाउंट के लिये नोट

Mar 31, 2023

XIII Provision, Contingent Liabilities and Contingent Assets:

A provision is recognized if as a result of a past event the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Contingent Liabilities are not recognised but are disclosed in the notes. Contingent Assets are not recognised but disclosed in the Financial Statements when economic inflow is probable.

XIV Earnings per share

i Basic earnings per share: Basic earnings per share is calculated by dividing:

1 the profit attributable to owners of the Company

2 by the weighted average numberof equity shares outstanding during the financial year, adjusted forbonuselements in equity shares issued during the year.

ii Diluted earnings per share: Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

1 the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

2 the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

XV Recent accounting pronouncements

The Ministry of Corporate Affairs (“MCA”) has notified new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2023, has issued the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, which are as below:

Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments has narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment to have any significant impact in its financial statements.

Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

15.1 Short term borrowings amounting to Rs. 1,69,663.73 Lakhs carry the interest rate ranging from 0.01 % to 17%.

15.2 Borrowings from Banks/Financial Institutions as referred above are secured as under:

i Term loan from Union Bank of Rs. 564.14 Lakhs is secured by first charge on mortgage of immovable properties held by other body corporates along with corporate guarantee given by the same companies. The above loan is secured by Personal Guarantee of one director of the Company.

ii Term loan of Rs. 37,058.95 Lakhs assigned by Yes Bank Limited to J C Flowers ARC is secured by :

- During the year, the loan of Yes Bank has been transferred by the Bank to to J C Flower Assets Reconstruction Pvt. Ltd.

- Exclusive charge on immovable property of other body corporates.

- Pledge of 55,75,000 shares of the Company held by others.

- Pledge of 10,64,00,000 shares of the Company and NDU on 1,77,56,500 shares of Urban Infrastructure Holding Pvt. Ltd. held by the Company.

- Pledge of 1,03,78,000 Shares of the Company held by the Promoters of the Company.

- Corporate Guarantee given by subsidiary and other body corporates.

- Personal Guarantee given by two directors of the Company

- UDC by the Company, Personal Guarantors & Corporate Guarantors

- This liability of Yes Bank has been disputed on account of various reasons including non-fulfilment of commitment by the Lender

- Company has not booked any interest in the quarter ended March 23 on this disputed liability on account of above mentioned dispute.

iii Term loan of Rs. 3,336.99 Lakhs from IDBI Bank is secured by:

- First mortgage and charge on all immoveable & moveable properties of the Company (related to erstwhile Horizon Infrastructure Ltd), both present and future project.

- Exclusive charge on immovable property of other Body Corporates.

- Pledge of 68,80,657 shares of the Company held by others.

- Personal guarantee given by two Directors of the Company.

- PDC & Demand Promissory Note by the Company

iv Rs. 24,870.00 Lakhs from IL&FS Financial Services Ltd.(IFIN) is secured by:

- pledge of 2,62,11,397 shares of the Company held by the promoter.

- 2nd charge over land mortgaged with Union Bank of India is held by other body corporates along with corporate guarantee given by the same companies.

- mortgage of immovable properties held by other body corporates (These securities are held Pari-Paasu with loans availed by Gujarat-Dwarka Port west Ltd & SKIL- Himachal Infrastructure & Tourism Ltd. from I FIN.

- Personal Guarantee given by one director of the Company.

- ECS Mandate and Demand Promissory Note by the Company

This liability of I FIN has been disputed on account of various reasons.

On account of on-going dispute with IL&FS and considering the facts, the circumstances, the documents and particular nature of the transactions, the Company has not booked any interest on amount of Rs. 24,870 Lakhs shown as received from I FIN. The matter is under litigation and pending with appropriate judicial forum.

v 0.01 % RNCB of Rs. 16,619.80 Lakhs and Rs. 77,333.40 Lakhs are secured by

- Pledge on first and exclusive charge basis on the Company''s 13,500 equity shares of Rosoboronservice (India) Limited; 14,64,08,090 equity shares of Mumbai SEZ Limited;

- Pledge on Subservient/Residual Charge basis on the Company’s 12,41,56,500 equity shares of Urban Infrastructure Holdings Private Limited and 16,69,565 equity shares of Everonn Education Limited.

- Way of hypothecation (on Subservient/Residual Charge basis) on all the Company assets such as land, tangible assets (including all current, fixed and moveable assets) and all receivables, cash and bank balances

vi Loan from Religare Finvest Ltd. for Rs. 78.43 Lakhs is secured by way of equitable mortgage of land owned by other Body Corporate. This loan is under dispute/arbitration.

vii Rs. 9,802.00 lakhs received from Reliance Commercial Finance Ltd. is secured by pledge of 94,41,726 shares of the company held by others and Demand Promissory Note of the Company. An amount of Rs. 9,802 lakhs shown as received from Reliance Commercial Finance Ltd., a part of ADAG Group Company, promoted, owned and controlled by Shri Anil Dhirubhai Ambani, are not payable till such time a sum of Rs.50,653.15 lakhs shown as receivable/recoverable under the head “Other Advances”, from ADAG Group Companies, promoted, owned and controlled by Shri Anil Dhirubhai Ambani are received and the obligations in accordance with the Purchase Agreement dated 4th March, 2015 signed between the Company, SKIL Shipyard Holdings Pvt. Ltd. & others with the ADAG Group Companies, promoted, owned and controlled by Shri Anil Dhirubhai Ambani, viz, Reliance Infrastructure Limited and Reliance Defence Systems Pvt. Ltd. are fulfilled by ADAG Group Companies. Its a part of composite transaction emanating from and in connection with the sale of Pipavav Defence project to ADAG Group in accordance with the said Purchase Agreement and also based on the facts, circumstances and documents available on record. In view of above, the Company do not acknowledge or accept the liability of Reliance Commercial Finance Ltd. Reliance Commercial Finance Limited has filed an appeal before Hon’ble National Company LawAppealate Tribunal (NCLAT), Delhi against the dismissal of their petition filed against the company before the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai.

viii Based on certain development, the Company is evaluating the possibility of exploring legal remedy in the matter of Amluckie Investment Co. Limited.

15.3 During the year, the Company is not declared willful defaulter by any bank, financial institution or any other lender.

15.4The ComDanv has not taken anv new term loan durina the vear.

24.2The Company has filed a suit in the Commercial Court, Ahmedabad against the lenders of Reliance Naval & Engineering Limited (RNEL) for illegally/unlawfully enforcing/invoking the securities furnished by the Company including the Corporate Guarantee. These securities were created in favour of the lenders of RNEL when the Company was promoter of RNEL. The Company ceased to be the promoter of RNEL and its Subsidiaries since January 2016. As the matter is sub-judice, no accounting effect has been given in the Financial Statements for Corporate Guarantees invoked of Rs. 12,87,028.00 Lakhs. RNEL Lenders have also filed recovery proceedings against the Company on account of corporate guarantee and the same is also challenged by the Company. The Company has filed claims against the Promoters of RNEL and also RNEL on account of claims arising out of indemnity provided by them under the Purchase Agreement dated 4th March, 2015.

Note 25

Fair Value Measurements

The fair value of the financial assets and liabilities are included at the amount that would be received on sale of asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide and indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribe under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price and financial instruments like Mutual Funds for which NAV is published by the Mutual Fund Operator. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period and Mutual Fund are valued using the Closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value and instruments are observable, the instrument is included in level 2. Instruments in the level 2 category for the company include forward exchange contract derivatives.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. Instruments in level 3 category for the Company include unquoted equity shares and FCCDs, unquoted units of mutual funds and unquoted units of venture capital funds.

Financial Risk Management Objective and Policies

The Company’s principal financial liabilities comprise loans & borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and projects under implementation. The Company’s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors, reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

Trade receivables <^Rs'' ^{in Lakhs}>

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank Overdrafts, Letter of Credit and Working Capital Limits.

Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings.

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note 28

Segment Reporting

Segment information as per Ind AS -108 on Operating Segment:

The risk - return profile of the Company’s business is determined predominantly by the nature of its products. The Company is engaged in the business of Infrastructure development. Further based on the organisational structure and internal management reporting system, there are no separate reportable segments.

Gujarat Dwarka Portwest Limited, Chiplun FTWZ Pvt Ltd. and SKIL Singapore Pte. Ltd. have ceased to be the subsidiaries on account of the Company’s Investment (in the said subsidiaries) in the form of their equity shares invoked by a lender. The Company has now reversed/written back the Provision for impairment made on the said Investment and advances made to subsidiaries earlier and has shown this reversal/writing back under the head “Exceptional Income”.

Note 32

During the year a lender has invoked various securities pledged with the lender. Difference between Book Value and value realised is shown as under the head “Exceptional Income”

Note 33

During the year, Company has written off its Investment/ advances in Everonn Education Limited and Rosobornservic India Limited as these companies are in the process of Dissolution. Since, the investments/advance in these companies were fully impaired, there is no financial impact of the same in the current year.

Note 34

With regards to the Company’s going concern status, the Company expects to generate cash flow thorugh divestment/monetizaition of its assets and recovery of its claims. The Company is also pursuing setlement of its dues/borrowings with its lenders. The Company belives that all these efforts will help in meeting its legitimate liabilites. As such, the Company continues to be a going concern and accordingly the financial statement has been prepared on that basis.

Note 35

The Company along with other past promoters of RNEL have filed Claim of approximately over Rs. 10,500 crore against Reliance Group viz. Reliance Defence Systems Pvt. Ltd. (“RDSPL”) and Reliance Infrastructure Limited (“R-Infra) the current promoters of RNEL on account of claims arising out of indemnity provided by them under the Purchase Agreement dated 4th March, 2015.

The Current promoters of Reliance Naval and Engineering Limited (“RNEL") viz. Reliance Defence Systems Private Limited and Reliance Infrastructure Limited have filed claim of Rs. 5440.38 crores on account of issues arising out of the Purchase Agreement dated 4th March, 2015. The Company has denied the said claim and is defending the same appropriately.

Explanation for variance more than 25%: Lower expenses and decrease in loss during the current year as compare to previous year.

Note 37

Additional Regulatory Information

1 There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of Account. Further the Company does not have any unrecorded income and assets related to previous years which are required to recorded during the year

2 During the year, the Company has not entered, with any scheme of arrangements in terms of section 230 to 237 of the Companies Act, 2013.

3 The Company has complied with the provision of section 2(87) of the Companies Act, 2013 read with the Companies (Restrictions on number of layers) Rules, 2017.

4 No Fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (Intermediaries’) with the understanding, whether recorded in writing or otherwise, that the intermediary shall land or invest in party indentified by or on behalf of the Company (‘ultimate beneficiaries’). The Company has not received any funds from the any party with the understanding that the Company shall whether, directly or indirectly lend or invest in other person or entities identified by or on behalf of the Company (‘ultimate beneficiaries’) or provide any guarantee, security orthe like on behalf of the ultimate beneficiaries.

5 The Code on Social Security, 2020 relating to employee benefits during employment and post- employment benefits has received presidential assent. However the effective date of the code and final rules are yet to be notified. The Company will assess the impact once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective.

6 The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

Note 38

Previous year’s figures have been regrouped/rearranged/reclassified wherever necessary.

AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

For GPS & Associates Nikhil Gandhi

Chartered Accountants Chairman

Firm Reg. No. 121344W DIN : 00030560

Shripad Chauhan Shekhar Gandhi

Partner CFO

Membership No. 600372

Date: May 25, 2023 Nilesh Mehta

Place: Mumbai Company Secretary

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Mar 31, 2018

Note - 1

General Information

SKIL Infrastructure Limited is a company limited by shares, incorporated and domiciled in India. The Company is incorporated and domiciled in India and the registered office of the company is located at SKIL House, 209 Bank Street Cross Lane, Fort , Mumbai 400023) and the Company is listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE). The Company is Infrastructure Company developing projects through various Special Purpose Vehicles (SPVs) in several high groth sectors

These Financial statements of the Company for the year ended March 31, 2018 were authorised for issue by board of directors on May 28, 2018. Persuant to the provisions of the section 130 of the Act, the Central Government, Income Tax Authorities, Securities and Exchange Board of India, other statutory regulatory body and under section 131 of the Act, the board of directors of the Company have power to amend/re-open the Financial statements approved by the board/sdopted by the members of the Company.

5.1 Details of shares pledged :

(a) Investment in Everonn Education Limited are pledged with the lenders of the subsidiary Company.

(b) Investment in Reliance Naval and Engineering Ltd. are pledged with the lenders of the subsidiary Company.

(c) Refer note no.17 for details of Investments pledged with lenders for loan facilities availed by the Company.

a) All the above Loans are given for meeting working capital requirements of the Subsidiary and Associate Companies and interest bearing

b) Loans to employee and reimbursement of expenses are not considered for this clause.

c) There are no investments by the Loanees at March 31, 2018 in the shares of the Company and Subsidiary Companies.

15.3 Terms and Rights attached to Equity Shares

The Company has only one class of Equity Share having par value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the equity share holders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

Capital Reserve: Created pursuant to amalgamation of the Company as per order of High Court Mumbai in the financial year 2011- 2012. The same can be utilised as per provision of the Act.

Securities Premium Account: This reserve is created to record premium on issue of shares. The same can be utilised in accordance with the provision of the Act.

Other Reserves: Other Reserve was created persuant to first time adoption of Ind-AS as at April 01, 2016 and not available for distribution as dividend.

17.1 Term loan from Bank / Financial Institution referred to above and Rs. 29,022.47 Lacs included in current maturities of long term debt in Note No. 22 are secured as under:

i) Term loan from Union Bank of Rs.575.14 Lacs and accrued interest of Rs. 99.81 Lacs is outstanding as on 31.03.2018. The bank has declared the said loan as Non Performing Asset (NPA)

ii) Term loan of Rs.38,731.81 Lacs from Bank is secured by :

- First and Exclusive charge on the entire movable and immovable assets, current assets of the Company both present & future related to CFS project.

- Exclusive charge on immovable property of other body corporate.

- Pledge of 58,41,726 shares of Company held by others.

- Pledge of 1,04,00,000 shares of Company held by Promoters of the Company.

- First pari-passu charge on immovable property of subsidiary company.

- Corporate Guarantee given by subsidiary and other body corporate

- Personal guarantee given by two Director of the Company

iii) Term loan of Rs.3,337.41 Lacs from Bank is secured by :

- First mortgage and charge on all immovable and movable properties of the Company (related to erstwhile Horizon Infrastructure Ltd) , both present and future project.

- Exclusive charge on immovable property of Subsidiary.

- Pledge of investment of Shares in Subsidiary.

- Pledge of 13,22,764 shares of Company held by others.

- Personal guarantee given by two Director of the Company

iv) Term loan from Bank of Rs.12,846 Lacs and accrued interest of Rs.5,168 Lacs is outstanding as on 31.03.2018. The bank has declared the said loan as Non Performing Asset (NPA) and taken the possession of certain mortgaged property on 26.10.2016 comprising of land admeasuring 207.70 acres owned by other body corporate. As per Terms of Sanction. Company has booked Penal Interest of Rs. 613.46 Lacs during the year.

v) Term Loan of Rs.9000 Lacs secured by Pledge of 94 lacs Shares of Company held by others. Company has booked Penal Interest on above loan as per Terms of Sanction.

vi) Rs.24,870.00 Lacs from a Financial Institution is secured by way of pledge of 1,31,90,826 (Previous Year 3,93,90,826) shares of Reliance Naval & Engineering Ltd (formerly Reliance Defense & Eng. Co. Ltd) held by Company and 3,12,11,397 shares of Company held by promoter and further secured by extension of mortgage of immovable properties held by other body corporates along with corporate guarantee given by the same companies.

vii) 0.01% RNCB of Rs.11430.73 Lacs and Rs. 47919.46 Lacs are secured by creating pledge ( on First and Exclusive charge basis as well as on (sub-subservient / residual charge basis) on SKIL Share holding in various Companies.

- Pledge of some of investment of Company on first charge and some investment of Company on Second charge / residual charge. - Creating hypothecation (on Subservient/Residual Charge basis) on all SKIL Assets such as land, tangible assets (including all current, fixed and movable assets) and all receivables, cash and bank balances

viii) Inter Corporate Deposit of Rs. 78.43 Lacs are secured by way of equitable mortgage of land owned by other Body Corporate.

17.2 Term loan from Bank / Financial Institution and Inter Corporate Deposits referred to above and Rs 29,085.15 Lacs included in current maturities of long term debts are guaranteed by one of the Directors of the Company in his personal capacity, carry interest rates ranging from 13.00% to 17.50%. and are to be repaid as under :

17.3 Vehicles Loans referred to above and Rs.15.75 Lacs included in current maturities of long term debts are secured by way of the hypothecation of the specific vehicles financed. The loans are repayable in 36 to 60 monthly installments (Including interest) as per repayment schedule.

17.4 The company had issued 175 Nos 3% Redeemable Non Convertible Bonds of Rs.1,00,00,000 each during the year 2011-12 and the terms for the said bonds has been changed by mutual agreement between the parties during the Previous financial year as to 175 Nos. 0.01% Redeemable Non-Convertible Bonds of Rs.1,00,00,000 each redeemable for a further period of 5 years from the date of maturity and 829 Nos. 0% Redeemable Non Convertible Bonds of Rs.1,00,00,000 each during the year 2012-13 and the terms for the said bond has been changed during current financial year as to 829 Nos. 0.01% Redeemable Non-Convertible bonds of Rs. 1,00,00,000 each redeemable for a further period of 5 year from the date of maturity.

17.5 As on March 31st 2018, the Company has overdue of Rs. 25278.18 Lacs and Rs. 6217.97 Lacs towards principal and interest amount respectively.

21.1 All trade payables are non interest bearing and payable or settled with in normal operating cycle of the Company.

21.2 Micro and Small Enterprises under the Micro and Small Enterprises Development Act, 2006 have been determined based on the information available with the Company.

27.1 Employee Benefits

a Defined Benefit Plan- Gratuity

The Company has a defined benefit for gratuity. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The Company provides for the liability in its books of accounts based on the actuarial valuation. The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans. The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

The above sensitivity analysis is based on an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of defined obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same as that applied in calculating the defined obligation liability recognized in the Balance Sheet.

vi) Risk Exposure :

1 Investment Risk: The Present value of the defined benefit plan laibility is calculated using a discount rate which is determined by refrence to market yeilds at the end of reporting period on government bonds

2 Interest Risk: A decrease in the bond interest rate will increase the plan liability: however, this will be partially offset by an increase in th return on the plan debt investment.

3 Liquidity Risk: The present value of the defined plan liabilty is calculated by refrence to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan''s liability

4 Salary Risk: The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such, an incraese in the salary of the plan participants will increase the plan''s liability.

vii) Details of Asset-Liability Matching Strategy :- Gratuity benefits liabilities of the company are ununded. There are no minimum funding requirements for a Gratuity benefits plan in India and there is no compulsion on the part of the Company to fully or partially pre-fund the liabilities under the Plan.

Note:

During the year equity shares of the Reliance Naval and Engineering Limited (RNEL) held by the Company which were pledged as security to the CDR lenders of RNEL have been invoked by the lenders along with the Corporate Guarantee given by the Company. The Company have filed a suit in the Commercial court aganist the lenders of RNEL for enforcing/invoking the securities offered and Corporate Guarantee. As the matter is under subjudice, no accounting effect has been given in the Financial Statements for Gurantees invoked of Rs. 12,87,028.00 issued in favour of RNEL and its subsidieries as at March 31, 2018.

Note 2

Fair Value Measurements

The fair value of the financial assets and liabilities are included at the amount that would be received on sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide and indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescrible under the accounting standard. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price and financial instruments like Mutual Funds for which NAV is published by the Mutual Fund Operator. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period and Mutual Fund are valued using the Closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value and instruments are observable, the instrument is included in level 2. Instruments in the level 2 category for the company include forward exchange contract derivatives

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in this level. Instruments in level 3 category for the Company include unquoted equity shares and FCCDs, unquoted units of mutual funds and unquoted units of venture capital funds.

Financial Liabilities

The Liability in case of Redeemable Non Convertible Bonds and Long Term Inter Corporate Deposit from related parties are initially recognised on fair value and the difference between fair value and transaction price is considered as Other Income. Subsequently the liability is measured at amortised cost using the effective interest rate. The impact on this account has been recognised as other income on the transaction date and subsequent impact are recognised as finance cost in the Statement of Profit and Loss.

The carrying amount of all other Financial Liabilities is reasonably approximate to its fair value. The fair values disclosed above are based on discounted cash flows using current borrowing rate. These are classified at level 2 fair values in the fair value hierarchy due to the use of observable inputs.

During the years mentioned above, there have been no transfers amongst the levels of the hierarchy,

b) Valuation process

The Company evaluates the fair value of the financial assets and financial liabilities on periodic basis using the best and most relevant data available. Also the Company internally evaluates the valuation process periodically

Note 3

Financial Risk Management Objective and Policies

The Company''s principal financial liabilities comprise loans & borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and projects under implementation. The Company''s principal financial assets include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors, reviews and agrees policies for managing each of these risks, which are summarised below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial Assets affected by market risk include loans and borrowings, deposits and derivative financial instruments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure in Foreign Currency is not material Credit risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables and advances to suppliers) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on an individual basis for major clients.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of Bank Overdrafts, Letter of Credit and Working Capital Limits.

Note 4

Capital Management

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, internal accruals, long term borrowings and short term borrowings. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements.

Note 5

Segment Reporting

Segment information as per Ind AS - 108 on Operating Segment :

The risk - return profile of the Company''s business is determined predominantly by the nature of its products. The Company is engaged in the business of Infrastructure development. Further based on the organisational structure and internal management reporting system, there are no separate reportable segments.

Note 6

Post Reporting Events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

d) Details of Loans given, investment made and Guarantee given, covered u/s 186(4) of the Companies Act, 2013

i Loan given and investment made are given under the respective head

ii Corporate Guarantee have been issued on behalf of related parties, details of which are given in related party transactions above

iii During the year Reliance Naval and Engineering Limited (RNEL) ceased to be anassociate company of the Company. The Loan outstanding as on March31, 2018 was Rs 35322.77 Lacs. Total interest receivable was Rs 47.17 Lacs. During the year the Company has not accounted for interest on Loan as the ultimate collection of interest income is not reasonably certain due to ongoing arbitration with the promoters of the RNEL.

Note 7

Exceptional items for the year include loss of Rs. 46,210.36 Lacs accounted on invocation of investment in equity shares of Reliance Naval and Engineering Limited which were pledged as security for loan obtained by RNEL and fair valuation gain of Rs. 30,774.76 lacs on non current financial liability at initial recognition

Note 8

First Time Adoption of Ind - AS:

Pursuant to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted March 31, 2018 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) and consequently April 1, 2016 as the transition date for preparation of financial statements. The financial statements for the year ended March 31, 2018, are the first financials, prepared in accordance with Ind-AS. Upto the Financial year ended March 31, 2017, the Company prepared its financial statements in accordance with previous GAAP, including accounting standards notified under the Companies (Accounting Standard) Rule, 2006. For preparing these financial statements, opening balance sheet was prepared as at April 1, 2016 i.e. the date of transition to Ind-AS. The figures for the previous periods and for the year ended March 31, 2017 have been restated, regrouped and reclassified, wherever required to comply with Ind-AS and Schedule III to the Companies Act, 2013 and to make them comparable.

III Notes to the reconciliation i. Investment

The Company has measured all of its Investment in equity instruments of Subsidiaries, Associates and Joint Ventures at fair value at the date of transition to Ind - AS. The Company has elected these value as deemed cost at the transition date. Further all other investment have been measured at fair value. Consequently, profit/loss on investment for the financial year 2016 - 17 has been recomputed.

ii Non Current borrowings are recognised on fair value at the date of transition and the difference between fair value and transaction price is credited to Other Reserve.

iii Consequent to the adoption of Ind-AS, the Company undertook a detailed evaluation of its Non-current assets, trade receivables, other current assets and current liabilities and provisions under Indian GAAP as at the date of transition being April 1, 2016. These assets and liabilities were assessed for future economic benefits expected to flow to the Company or collection or payment expected over the period of time in accordance with Ind-AS principals. Ind-AS requires measurement of provision for bad and doubtful debts to be determined with reference to the expected credit loss model. Such assets and liabilities, based on evaluation, have been measured at the present value discounted at effective interest rate and adjusted to other reserve as at transition date. Accordingly, the Company has made an additional provision on the transition date.

iv Previous GAAP required recognition of deferred tax using the income statement approach; however, Ind-AS requires the Company to recognise deferred tax using the balance sheet approach. The effect on account of application of Ind-AS has been duly accounted.

v In the preparation of these Ind-AS Financial Statements, the Company has made several presentation differences between previous GAAP and Ind-AS. These differences have no impact on reported profit or total equity. Accordingly, some assets and liabilities have been reclassified into another line item under Ind-AS at the date of transition. Further, in these Financial Statements, some line items are described differently under Ind-AS compared to previous GAAP, although the assets and liabilities included in these line items are unaffected.

vi Under previous GAAP, the Company has not presented Other Comprehensive Income (OCI) separately. Hence, the Statement of Profit and Loss under previous GAAP has been reconciled with profit and loss statement and total other comprehensive income as per Ind - AS.

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Mar 31, 2016

.1 Term loan from Bank / Financial Institution and Inter Corporate Deposits referred to above and Rs 13,334.75 Lacs included in current maturities of long term debt in Note No. 9 are secured as under:

i) Rs, 522.25 Lacs from a Bank is secured by way of Equitable mortgage of land owned by other Body Corporate.

ii) Term loan of Rs, 9,633.23 Lacs from Bank is secured by :

- Exclusive pari passu charge on the entire moveable and immovable assets, current assets of the Company both present & future related to CFS project.

- Exclusive charge on immovable property of other body corporate.

- Pledge of 34,23,651 shares of Company held by others.

- First pari-passu charge on immovable property of subsidiary company.

- Corporate Guarantee given by subsidiary and other body corporate

- Personal guarantee given by two Director of the Company

iii) Term loan of Rs, 28,682.46 Lacs from a Banks are secured by :

- First pari-passu charge on the entire present & future project moveable and immovable assets and all right, title & interest of the SKIL (earlier transferor company ''FDLL'') related to CFS Project of the Company.

- Second charge on present & future current assets of the Company (''FDLL'').

- First pari-passu charge on immovable property of other body corporate, and further secured by personal guarantee given by a Director.

- Pledge of 60,18,075 shares of company held by others.

- Corporate Guarantee given by subsidiary and other body corporate

- Personal guarantee given by two Director of the Company

iv) Term loan of Rs,5,775.52 Lacs from Bank is secured by :

- First mortgage and charge on all immoveable and moveable properties of the Company (related to erstwhile Horizon Infrastructure Ltd), both present and future.

- Exclusive charge on immovable property of Subsidiary.

- Pledge of investment of Shares in Subsidiary.

- Pledge of 13,22,764 shares of Company held by others.

- Personal guarantee given by two Director of the Company

v) Term loan of Rs, 7,500.00 Lacs from a Bank is secured by way of Equitable mortgage of land owned by other body corporate along with corporate guarantee given by the same Company. Further loan is secured by personal guarantee given by two Director of the Company.

vi) Rs,22,460.00 Lacs from a Financial Institution is secured by way of pledge of 3,93,90,826 shares of Reliance Defense & Engineering Ltd (formerly Pipavav Defense Offshore & Eng. Co. Ltd) held by Company and 3,12,11,384 shares of Company held by promoter and further secured by extension of mortgage of immovable properties held by other body corporate along with corporate guarantee given by the same companies.

vii) Inter Corporate Deposit of Rs, 251.56 Lacs is secured by way of pledge 1,03,22,863 shares of Company held by promoters of Company.

viii) Inter Corporate Deposit of Rs, 100.20 Lacs are secured by way of equitable mortgage of land owned by other Body Corporate.

2. Vehicles Loans referred to above and Rs,14.96 Lacs included in current maturities of long term debts in Note No.9 are secured by way of the hypothecation of the specific vehicles financed. The loans are repayable in 36 to 60 monthly installments (Including interest) as per repayment schedule.

3. The company has issued 175 Nos. 3% Redeemable Non Convertible Bonds of Rs, 1,00,00,000 each during the year 2011-12 and 829 Nos. 0% Redeemable Non Convertible Bonds of Rs, 1,00,00,000 each during the year 2012-13 for the period of 5 Year from the date of allotment.

4. As on March 31, 2016, the Company has overdue of Rs, 9,226.35 Lacs and Rs,3,680.90 Lacs towards principal and interest amount respectively.

5. Rs, 5,000.00 Lacs from a Bank is secured by way of pledge of 25,00,000 shares of the Company held by promoter and further secured by mortgage of land owned by a subsidiary and other Body Corporate and certain unquoted investment of the Company.

6. Inter Corporate Deposit of Rs, 229.00 Lacs are secured by extension of charge on Pledge of 1,728,919 shares of Reliance Defense and Engineering Ltd and 3,522,169 shares of company and further secured by way of equitable mortgage of land owned by other Body Corporate.

7. Term Loans from a Bank and Inter Corporate Deposits referred to above are guaranteed by one of the Directors of the Company in his personal capacity.

8. As on March 31, 2016, the Company has overdue of Rs, 5,229.00 Lacs and Rs, 871.75 Lacs towards principal and interest amount respectively.

* Other than internally generated

9. During the previous year, the Company had changed Method of Depreciation from Written Down Value (WDV) Method to Straight Line Method (SLM)Block (Refer Note No. 1.4). As a result of which, there is a Gain on Revaluation of Fixed Assets of Rs, 270.46 Lacs which is added to the Gross Block and has been credited to Profit & Loss Account.

10. During the year, fixed assets costing Rs, 640.06 Lacs were sold and is deducted from the Gross Block.

11. During the year, residual value in the fixed assets whose remaining useful life had become nil totaling to Rs, 7.03 Lacs were written off which are deducted from the Gross Block.

12. Out of total depreciation of Rs,118.15 Lacs, an amount of Rs, 0.04 Lacs is transferred to Capital Work in Progress and balance of Rs,118.10 Lacs has been charged to Profit & Loss Account.

13. Details of shares pledged :

(a) Investment in Everonn Education Limited includes 33,06,591 (Previous Year 33,56,591) shares pledged with the lenders of subsidiaries of an associate of the Company.

(b) Investment in Reliance Defense and Engineering Ltd. Includes - 12,27,55,500 ( Previous Year 12,16,50,500) shares pledged with the lenders of an associate of the Company, -3,93,90,826 (Previous Year 8,63,45,374) shares pledged with lenders of the Company and Nil (Previous year 56,60,048) shares pledged with the lenders of a subsidiary ''SKIL Shipyard Holdings Pvt.Ltd.''

-3,17,30,715 (Previous Year 3,56,12,726) share pledged with lenders of a subsidiaries of an associate Company, out of which pledge on 1,26,73,913 shares have been invoked by a lender.

(c) Certain Investment in Unquoted Equity shares of Subsidiary / Associates & other companies are under pledge / negative lien with the lenders.

14. Refer Note No.1.5 for the basis of valuation.

15. Investments in two subsidiaries viz.SKIL Karnataka SEZ Limited and Jansampada Engineering Company Pvt. Limited and in SKIL Knowledge Cities Pvt. Ltd. have been written off during the year under consideration as these companies had filed an application for closure with the ROC.

As at March 31, 2016, the Company has Net Deferred Tax Assets of Rs,17.40 Lacs (Previous Year Rs, 28.84 Lacs). In the absence of virtual certainty that sufficient future Taxable Income will be available against which Deferred Tax Assets can be realized, the same has not been recognized in the books of account in line with Accounting Standard 22 dealing with accounting for Taxes on Income.

Defined Benefit Plan (Unfunded)

The Employees Gratuity Fund Scheme of the Company is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The estimates of rate of increase in salary considered in actuarial valuation, taking into account, inflation, seniority, promotion, attrition and other relevant factors including supply and demand in the employment market. The above information is certified by Actuary.

c. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Accounts and not provided for (Net of Advances) as at 31st March,2016 is NIL (Previous year Rs. Rs.855.73 Lacs). (Cash flow is expected on execution of such Capital Contracts on Progressive basis).

NOTE - 16

The Scheme of Amalgamation and Arrangement between the Three Transferor Companies namely 1) SKIL Infrastructure Limited (SKIL), 2) Horizon Country Wide Logistics Limited (HCWLL), 3) Fastlane Distriparks & Logistics Limited (FDLL) and Transferee Company namely Horizon Infrastructure Limited had been approved by Hon''ble Bombay High Court u/s 391 to 394 read with sections 78, 100 to 104 of the Companies Act, 1956 on September 20, 2013 and upon necessary filing with the Registrar of Companies on September 28, 2013, the scheme became effective, consequently the merger of Transferor Companies into Transferee Company becomes effective from the appointed date of April 1, 2011 and hence this merged statement of accounts had been prepared for financial year 2012-2013 and onwards. Pursuant to the Scheme, the Registrar of Companies Mumbai, Maharashtra has sanctioned the change of the name of the Company from “ Horizon Infrastructure Limited” to “SKIL Infrastructure Limited” vide fresh Certificate of Incorporation dated January 22, 2014.

NOTE - 17

EXCEPTIONAL ITEMS

Exceptional Item for the year ended March 31, 2016 includes loss of Rs.13,977.38 Lacs on sale of Company''s part stake in Reliance Defense and Engineering Limited, associate of the company, to Reliance ADAG as per purchase agreement dated March 4, 2015. NOTE - 31

RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with related parties as defined in the Accounting Standard are given below:

a. List of related parties where control exists and related parties with whom transaction have taken place and relationships:

Name of the related Party_ _Relationship_

SKIL-Himachal Infrastructure & Tourism Limited

SKIL Shipyard Holdings Private Limited

SKIL (Singapore) Pte Limited of Singapore

Pipavav Electronic Warfare Systems Private Limited

(Earlier known as SKIL Strategic Deterrence Systems Pvt. Ltd.)

Energy India Corporation Limited SKIL Advanced Systems Private Limited Chiplun FTWZ Pvt. Ltd.

Metrotech Technology Park Pvt. Ltd.

Navi Mumbai SMART CITY Infrastructure Ltd. Subsidiaries

(Earlier known as Mahakaleshwar Knowledge Infrastructure Pvt. Ltd.)

Gujarat-Dwarka Portwest Company Limited (Earlier known as Gujarat Positra Port Co. Ltd)

SKIL Karnataka SEZ Limited

SKIL Midivisana Engineering Private Limited

SKIL Vision Aerial Solutions Private Limited (Struck off during FY 2015-16)

Pipavav Aero Infrastructure Pvt. Ltd.

Jansampada Engineering Company Pvt. Ltd.

(Earlier known as Jansampada Infraprojects Pvt. Ltd.)__

Reliance Defense and Engineering Limited

Urban Infrastructure Holding Private Limited Associates

Rosoboronservice (India) Limited__

Sohar Free Zone LLC__Joint Venture_

Mr.Nikhil P. Gandhi Mr.Bhavesh P.Gandhi

Mr. Ajay Khera Key Management Personnel (KMP)

Mr. Sudipan Bhaduri

Mr. Nilesh Mehta__

Pipavav Marine Offshore Limited E Complex Pvt. Ltd.

Pipavav Engineering and Defence Services Limited

Grevek Investments and Finance P. Ltd. . , . , ,, .. .

A_wait_a P_{ro er}ti_es Pvt Ltd Enterprises over which Key Management Personnel are able to exercise significant influence.

Rhett Infraprojects Pvt. Ltd. ^a

Nikhil P. Gandhi HUF

Bhavesh P. Gandhi HUF

M/s Metropolitan Industries__

NOTE - 18

SEGMENT INFORMATION:-

The Company is mainly engaged in Infrastructure activity. All the Activities of the Company revolve around this main Business as such there are no separate reportable Segments as per Accounts Standard on Segment Reporting.

NOTE-19

Previous year figures are regrouped, rearranged and reclassified wherever necessary.

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Mar 31, 2015

1.1 Right to Equity Shareholders :

The Company has only one class of Equity Share having par value of Rs.10 per share. Each Equity shareholder is eligible for one vote per share held. In the event of liquidation of the Company, the Equity shareholders will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportionate to the number of equity shares held by the shareholders.

1.2 In terms of the Scheme of Amalgamation and Arrangement of erstwhile SKIL Infrastructure Limited ("SKIL"), Horizon Country Wide Logistics Limited ("HCWLL") and Fast lane Distriparks & Logistics Limited ("FDLL") with Horizon Infrastructure Limited (name changed to SKIL or "the Company"), the Company had issued and allotted 20,58,31,232 equity shares of Rs. 10/- each fully paid up of the Company to the shareholders of erstwhile SKIL, HCWLL, FDLL. Consequent upon the said allotment, the paid up share capital of the Company has increased from Rs.1,074 Lacs only to Rs. 21,657.12 Lacs only during the financial year 2013-14. The Company has received listing approval from National Stock Exchange of India limited vide letter dated January 7, 2014 for the said shares.

1.3 Term loan from Bank / Financial Institution and Inter Corporate Deposits referred to above and Rs. 48,123.28 Lacs included in current maturities of long term debt in Note No. 9 are secured as under: i) Rs.11,000 Lacs from a Bank is secured by way of pledge of 171,33,846 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and further secured by way of Equitable mortgage of land owned by other Body Corporate. ii) Term loan of Rs. 8,790.02 Lacs from Bank is secured by :

- Exclusive pari passu charge on the entire moveable and immovable assets, current assets of the Company both present & future related to CFS project.

- Exclusive charge on immovable property of other body corporate.

- Pledge of 34,23,651 shares of Company held by others.

- First pari-passu charge on immovable property of subsidiary company.

- Corporate Guarantee given by subsidiary and other body corporate.

- Personal guarantee given by two Directors of the Company. iii) Term loan of Rs. 24,967.46 Lacs from a Banks are secured by :

- First pari-passu charge on the entire present & future project moveable and immovable assets and all right, title & interest of the SKIL (earlier transferor company 'FDLL') related to CFS Project of the Company.

- Second charge on present & future current assets of the Company ('FDLL').

- First pari-passu charge on immovable property of other body corporate, and further secured by personal guarantee given by a Director.

- Pledge of 60,18,075 shares of Company held by others.

- Corporate Guarantee given by subsidiary and other body corporate.

- Personal guarantee given by two Directors of the Company. iv) Term loan of Rs. 5,586.80 Lacs from Bank is secured by :

- First mortgage and charge on all immoveable and moveable properties of the Company (related to erstwhile Horizon Infrastructure Ltd), both present and future.

- Exclusive charge on immovable property of Subsidiary.

- Pledge of investment of Shares in Subsidiary.

- Personal guarantee given by Two Directors of the Company.

- Pledge of 13,22,764 shares of Company held by others.

v) Term loan of Rs. 17,500 Lacs from a Bank is secured by way of Equitable mortgage of land owned by other body corporate along with corporate guarantee given by the same Company. Further loan is secured by personal guarantee given by two Directors of the Company. vi) Rs. 23,000 Lacs from a Financial Institution is secured by way of pledge of 3,93,90,826 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and 3,12,11,384 shares of Company held by promoters. vii) Inter Corporate Deposit of Rs.16,999.85 Lacs is secured by way of pledge of 2,22,96,694 shares of Pipavav Defense Offshore & Eng. Co. Ltd held by Company and 1,56,66,820 shares of Company held by promoters and further secured by way of hypothecation of entire fxed assets of the company (earlier transferor company 'SKIL') & equitable mortgage of land owned by other Body Corporate. viii) Inter Corporate Deposit of Rs. 251.56 Lacs is secured by way of pledge of 1,06,00,093 shares of Company held by promoters of Company.

1.4 Rs. 2,500.00 lacs from a Bank is secured by way of pledge of 25,00,000 shares of the Company held by promoter and further secured by mortgage of land owned by a subsidiary and other Body Corporate and certain unquoted investment of the Company.

1.5 Rs. 10,300.00 Lacs from a Financial Institution is secured by way of pledge of 2,15,62,045 shares of Pipavav Defense and Offshore Engineering Co. Ltd. held by Company and its Subsidiary Company and 1,76,66,821 shares of the Company held by promoters.

1.6 Term loan of Rs. 1612.25 Lacs are secured by way of pledge of 10,57,500 shares of Pipavav Defense & Offshore Eng. Co. Ltd. held by Company and further secured by equitable mortgage of land owned by other Body Corporate.

1.7 Term Loans from Bank, Financial Institution and Inter Corporate Deposits referred to above are guaranteed by one of the Directors of the Company in his personal capacity.

1.8 As on March 31, 2015, the Company has overdue of Rs. 10,529 lacs and Rs. 876.88 lacs towards principal and interest amount respectively.

1.9 Vehicles Loans referred to above and Rs.11.38 Lacs included in current maturities of long term debts in Note No.9 are secured by way of the hypothecation of the specific vehicles financed. The loans are repayable in 36 to 60 monthly installments (Including interest) as per repayment schedule.

1.10 As on March 31, 2015, the Company has overdue of Rs. 2,751.56 Lacs and Rs. 2,054.57 Lacs towards principal and interest amount respectively.

(Rs, in Lacs) 4.2 Term Loans from a Bank, a Financial Institution and Inter Corporate Deposits referred to above and Rs. 4,81,23.28/- lacs included in current maturities of long term debts in Note No. 9 are guaranteed by one of the Directors of the Company in his personal capacity, carry interest rates ranging from 13.00% to 17.50%. and are to be repaid as under :

- Other than internally generated

# Deductions / Adjustments

1. During the year, the Company has changed Method of Depreciation from Written Down Value (WDV) Method to Straight Line Method (SLM) (Refer Note No. 1.4). As a result of which, there is a Gain on Revaluation of Fixed Assets of Rs. 270.46 lacs which is added to the Gross Block and has been credited to Profit & Loss Account. Consequent to this change, the depreciation charge for the year is higher by Rs.64.06 lacs and the loss for the year is higher by 0.36%.

2. During the year, fixed assets costing Rs. 88.04 lacs were sold which are deducted from the Gross Block.

3. Residual value in fixed assets whose useful life had become NIL and residual value in the fixed assets of assets sold during the year totaling to Rs. 8.06 lacs were written off which are deducted from the Gross Block.

Consequent to the applicability of the Companies Act, 2013 ('the Act') to accounting periods commencing on or after 01st April, 2014, the Company has computed the depreciation charge for the year with reference to the estimated useful lives of the Fixed Assets as prescribed in Schedule II of the Act. As a result of this change, the carrying value (net residual value) of Rs. 102.19 lacs of Assets whose remaining useful life is NIL as at 1st April, 2014, has been recognized in the opening balance of retained earnings.

2.1 Details of shares pledged :

(a) Investment in Everson Education Limited includes 33,56,591 (Previous Year 40,00,000) shares pledged with the lenders of subsidiaries of an associate.

(b) Investment in Pipavav Defense and Offshore Engineering Co.Ltd. includes

- 12,16,50,500 ( Previous Year 12,16,50,500) shares pledged with the lenders of an associate of the Company,

- 8,63,45,374 shares pledged with lenders of the Company and 56,60,048 shares pledged with the lenders of a subsidiary 'SKIL Shipyard Holdings Pvt. Ltd.' (Previous year 8,79,26,740 shares were pledged with lenders of the Company and a Subsidiary Company)

- 3,56,12,726 (Previous Year 3,80,20,957) shares pledged with lenders of subsidiaries of an associate Company.

(c) Certain Investment in Unquoted Equity shares of Subsidiary / Associates & other companies are under pledge / negative lien with the lenders.

NOTE - 3.

The Scheme of Amalgamation and Arrangement between the Three Transferor Companies namely 1) SKIL Infrastructure Limited (SKIL), 2) Horizon Countrywide Logistics Limited (HCWLL), 3) Fast lane Distripark and Logistics Limited (FDLL) and Transferee Company namely Horizon Infrastructure Limited had been approved by Hon'ble Bombay High Court u/s 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 on September 20, 2013 and upon necessary fling with the Registrar of Companies on September 28, 2013, the scheme became effective, consequently the merger of Transferor Companies into Transferee Company becomes effective from the appointed date of April 01, 2011 and hence this merged statement of accounts had been prepared for financial year 2012-2013 and onwards. Pursuant to the Scheme, the Registrar of Companies, Mumbai, Maharashtra has sanctioned the change of the name of the Company from " Horizon Infrastructure Limited" to "SKIL Infrastructure Limited" vide fresh Certificate of Incorporation dated January 22, 2014.

NOTE - 4.

In terms of the Scheme, the entire business and the whole of the undertaking of SKIL, HCWLL and FDLL, as a going concern stands transferred to and vested in the Company with effect from April 01, 2011, being the Merger Appointed Date. In consideration of the amalgamation of SKIL, HCWLL and FDLL with the Company, the Company issued 205,831,232 Equity Shares of Rs. 10/- each fully paid-up in the Company, aggregating to Rs. 20,583.12 Lacs in the following ratio :

(i) 174,358,814 Equity Shares of Rs. 10/- each to the shareholders of SKIL in the ratio of 11 Equity Shares of Rs. 10/- each of the Company for every 19 Equity Shares of Rs. 10/- each held by the Shareholders in SKIL;

(ii) 20,060,249 Equity Shares of Rs. 10/-each to the shareholders of HCWLL in the ratio of 10 Equity Shares of Rs. 10/- each of the Company for every 68 Equity Shares of Rs. 10/- each held by the Shareholders in HCWLL; and

(iii) 11,412,169 Equity Shares of Rs. 10/- each to the Shareholders of FDLL in the ratio of 10 Equity Shares of Rs. 10/- each of the Company for every 65 Equity Shares of Rs. 10/- each of the Company held by the Shareholders in FDLL.

Accounting for Amalgamation

The amalgamation of SKIL, HCWLL and FDLL with the Company is accounted for on the basis of the Purchase Method as envisaged in the Accounting Standard (AS) - 14 on Accounting for Amalgamations specifed in the Companies (Accounting Standard) Rules, 2006 and in terms of the scheme, as below :

- all the assets and liabilities of all three transferor companies are valued at their fair value as Board of Directors had decided to follow Amalgamation in nature of Purchase Method and merged with assets and liabilities of transferee company. Suitable effect is given for following uniform accounting policies and methods.

- Aggregate excess of the value of net assets determined as per above, over the shares to be issued and allotted to share-holders of the transferor companies pursuant to the scheme, loss of the transferor companies and stamp duty and other cost incurred towards the scheme is adjusted by transferee company to capital reserve account. The loss of the transferor companies if any upto effective date shall also be adjusted to the capital reserves as mentioned in the Scheme of Amalgamation and Arrangement.

- The holding of SKIL in HCWLL and HCWLL in FDLL stand transferred to HCWLL and FDLL trust respectively from the effective date and the said trusts shall be allotted shares as per the exchange ratio.

- The inter company balances and transactions stood cancelled.

As at 31st March 2015, the Company has Net Deferred Tax Assets of Rs. 28.84 Lacs (Previous Year Rs. 2.61 Lacs). In the absence of virtual certainty that sufficient future Taxable Income will be available against which Deferred Tax Assets can be realized, the same has not been recognized in the books of account in line with Accounting Standard 22 dealing with accounting for Taxes on Income.

NOTE - 5.

RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with related parties as defned in the Accounting Standard are given below: a. List of related parties where control exists and related parties with whom transaction have taken place and relationships:

Name of the Related Party Relationship

SKIL-Himachal Infrastructure & Tourism Limited

SKIL Shipyard Holdings Private Limited

SKIL Karnataka SEZ Limited

SKIL (Singapore) Pte Limited of Singapore

Pipavav Electronic Warfare Systems Private Limited

(Earlier known as SKIL Strategic Deterrence Systems Pvt. Ltd.)

Energy India Corporation Limited

SKIL Advanced Systems Private Limited

Chiplun FTWZ Pvt. Ltd.

Metrotech Technology Park Pvt. Ltd. Subsidiaries

Jansampada Engineering Company Pvt. Ltd. (Earlier known as

Jansampada Infraprojects Pvt. Ltd.)

SKIL Midivisana Engineering Private Limited

SKIL Vision Aerial Solutions Private Limited

Navi Mumbai SMART CITY Infrastructure Pvt. Ltd.

(Earlier known as Mahakaleshwar Knowledge Infrastructure Pvt. Ltd.)

Pipavav Aero Infrastructure Pvt. Ltd.

Gujarat-Dwarka Portwest Company Limited

(Earlier known as Gujarat Positron Port Co. Ltd)

Pipavav Defense and Offshore Engineering Company Limited

Associates Urban Infrastructure Holding Private Limited

Sohar Free Zone LLC

Joint Venture

Mr. Nikhil P. Gandhi

Mr. Ajay Khera

Mr. Sudipan Bhaduri Key Management Personnel (KMP)

Mr. Nilesh Mehta

Mr. Bhavesh P. Gandhi

Pipavav Marine Offshore Limited

Matushree Nirmalaben Gandhi Charitable Foundation

Grevek Investments and Finance P. Ltd.

Rhett Infra projects Pvt.Ltd. Enterprises over which Key Management Personnel

Awaita Properties Pvt. Ltd. are able to exercise significant influence

M/s Metropolitan Industries

Pipavav Engineering & Defiance Services Ltd

E Complex Pvt. Ltd.

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Mar 31, 2014

NOTE - 1

CONTINGENT LIABILITIES AND COMMITMENTS

Particulars 2013-2014 2012-2013

a. Contingent Liabilities (To the extent not provided for): (No Cash Out Flow is expected)

(i) Corporate guarantees given to Bank/Financial Institutions for borrowings taken by

-Joint Venture - -

-Others 927,197.00 889,437.39

(ii) Income Tax Demands not acknowledged as debts 2,716.08 1,143.59

b. Uncalled liability on partly paid-up share 4.00 4.00

c. Capital Commitments:

Estimated amount of contracts remaining to be executed on Capital Accounts and not provided for (Net of Advances) as at 31st March, 2014 is Rs. 855.73 Lacs (Previous yearRs. 1015.26 lacs). (Cash fow is expected on execution of such Capital Contracts on Progressive basis).

NOTE - 2

The Scheme of Amalgamation and Arrangement between the Three Transferor Companies namely 1) SKIL Infrastructure Limited (SKIL), 2) Horizon Countrywide Logistics Limited (HCWLL), 3) Fastlane Distripark and Logistics Limited (FDLL) and Transferee Company namely Horizon Infrastructure Limited had been approved by Hon''ble Bombay High Court u/s 391 to 394 read with sections 78, 100 to 104 of the Companies Act, 1956 on September 20, 2013 and upon necessary fling with the Registrar of Companies on September 28, 2013, the scheme became effective, consequently the merger of Transferor Companies into Transferee Company becomes effective from the appointed date of April 1, 2011 and hence this merged statement of accounts had been prepared for financial year 2012-2013 and onwards. Pursuant to the Scheme, the Registrar of Companies Mumbai, Maharashtra has sanctioned the change of the name of the Company from " Horizon Infrastructure Limited" to "SKIL Infrastructure Limited" vide fresh Certifcate of Incorporation dated January 22, 2014.

Note - 3

In terms of the Scheme, the entire business and the whole of the undertaking of SKIL, HCWLL and FDLL, as a going concern stands transferred to and vested in the Company with effect from April 01,2011 , being the Merger Appointed Date. In consideration of the amalgamation of SKIL, HCWLL and FDLL with the Company, the Company issued 205,831,232 Equity Shares ofRs. 10/- each fully paid-up in the Company, aggregating to Rs. 2,058,312,320 in the following ratio : (i) 174,358,814 Equity Shares ofRs. 10/- to the shareholders of SKIL in the ratio of 11 Equity Shares ofRs. 10/- each of the Company for every 19 Equity Shares ofRs. 10/- each held by the Shareholders in SKIL; (ii) 20,060,249 Equity Shares ofRs. 10/- to the shareholders of HCWLL in the ratio of 10 Equity Shares ofRs. 10/- each of the Company for every 68 Equity Shares ofRs. 10/- each held by the Shareholders in HCWLL; and (iii) 11,412,169 Equity Shares ofRs. 10/- to the Shareholders of FDLL in the ratio of 10 Equity Shares ofRs. 10/- each of the Company for every 65 Equity Shares of Rs. 10/- each held by the Shareholders in FDLL.

Accounting for Amalgamation: The amalgamation of SKIL, HCWLL and FDLL with the Company is accounted for on the basis of the Purchase Method as envisaged in the Accounting Standard (AS) - 14 on Accounting for Amalgamations specified in the Companies(Accounting Standard) Rules 2006 and in terms of the scheme, as below : - all the assets and liabilities of all three transferor companies are valued at their fair value as Board of Directors had decided to follow Amalgamation in nature of Purchase Method and merged with assets and liabilities of transferee company. Suitable effect is given for following uniform accounting policies and methods. -Aggregate excess of the value of net assets determined as per above, over the shares to be issued and allotted to share-holders of the transferor companies pursuant to the scheme, loss of the transferor companies and stamp duty and other cost incurred towards the scheme is adjusted by transferee company to capital reserve account. The loss of the transferor companies if any upto effective date shall also be adjusted to the capital reserves as mentioned in the Scheme of Amalgamation and Arrangement. - The holding of SKIL in HCWLL and HCWLL in FDLL stand transferred to HCWLL and FDLL trust respectively from the effective date and the said trusts shall be allotted shares as per the exchange ratio. - The inter company balances and transactions stood cancelled.

Note - 4

RELATED PARTY DISCLOSURES

As per Accounting Standard 18, the disclosures of transactions with related parties as Defined in the Accounting Standard are given below: a. List of related parties where control exists and related parties with whom transaction have taken place and relationships: Name of the related Party I Relationship

SKIL Himachal Infrastructure & Tourism Limited

SKIL Shipyard Holdings Private Limited

SKIL Karnataka SEZ Limited

SKIL Singapore Pte Limited of Singapore

Pipavav Electronic Warfare Systems Private Limited

(Formerly known as SKIL Strategic Deterrence Systems Pvt. Ltd.)

Energy India Corporation Limited

SKIL Advanced Systems Private Limited

Chiplun FTWZ Pvt. Ltd. Subsidiaries

Metrotech Technology Park Pvt. Ltd.

Jansampada Engineering Compnay Pvt. Ltd. (Formerly known

as Jansampada Infraprojects Pvt. Ltd.

SKIL Midivisana Engineering Private Limited

SKIL Vision Aerial Solutions Private Limited

Mahakleshwar Knowledge Infrastructure Pvt. Ltd.

Pipavav Aero Infrastructure Pvt. Ltd.

Gujarat Positra Port Company Limited

Pipavav Defence and Offshore Engineering Company Limited

Urban Infrastructure Holding Private Limited Associates

Metropolitan Industries

Sohar Free Zone LLCJoint Venture_

Mr.Nikhil P. Gandhi

Mr.Bhavesh P.Gandhi

Key Management Personnel (KMP) Mr. Ajay Khera

Mr. C.S.Sanghavi

Matushree Nirmalaben Gandhi Charitable Foundation

Grevek Investment & Finance P. Ltd.

Enterprises over which Key Management Personnel are able to Rhett Infraprojects Pvt.Ltd.

EXERCISE signifIcant INFUENCE. Awaita Properties Pvt. Ltd.

E-Complex Pvt. Ltd.

Note - 5

SEGMENT INFORMATION:-

The Company is mainly engaged in Infrastructure activity in India. All the Activities of the Company revolve around this main Business as such there are no separate reportable Segments as per Accounts Standard on Segment Reporting.

NOTE-6

Previous year figures are regrouped, rearranged and reclassified wherever necessary

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Mar 31, 2013

NOTE-1

E Rxepgiestnerdeitur e in fF thoereign of the Comp y is R 4s8 .Nil. (bPefrevious Year Rs. 91,43,530/-)

NOTE-2

Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business. As such there are no separate reportable segments as per accounting standard on segment reporting (AS - 17)

, BankN SOtreTeEt C-2ro9ss Lane, Fort, Mumbai 400 023. ance Slip and hand it over at the entrance of the meeting hall)

There are no outstanding dues to small-scale industrial undertakings in excess of Rs. 1 Lacs which are outstanding for a period

General Meeting of the Shareholders of the Company being held on Monday, Club Suitem, oRroeya tl hBaonmboany eYamchot nCtlhub., Chhatrapati Shivaji Maharaj Marg,

NOTE-3

ead of shareThhoeldeBr)oard of Directors of the Company at its meeting held on September 10, 2012, inter–alia, have approved the Scheme of Amalgamation and Arrangement between SKIL Infrastructure Limited ("SKIL"), Horizon Country Wide Logistics Limited ("HCWLL") and Fastlane Distriparks & Logistics Limited ("FDLL") (hereinafter collectively referred to as the "Transferor Companies") with Horizon Infrastructure Limited ("HIL"/"Transferee Company"), (hereinafter referred to as the "Scheme") under section 391 to 394 r TeEaAdR wHEithRE sections 78, 100 to 104 of the Companies Act,1956. The appointed date of the scheme is April 01, 2011.

The shareholders of SKIL, HCWLL, FDLL and HIL and secured creditors of SKIL and HIL have approved the Scheme at their respective Court Convened Meetings held on January 21, 2013. The Company has fled the Petition for the requisite approval before the Hon''ble High Court of Judicature at Bombay on February 2, 2013 and the said Petition was admitted on February 22, PRO2X01Y3 F aOnRd Mi s pending for disposal. Accordingly, the effect of Amalgamation and arrangement is not considered in these accounts. on InNfOrTaEs-t3ru2cture Limited 09, Bank Street Cross Lane, Fort, Mumbai 400 023.

There is no other information which is required to be disclosed under para (3) & (4) of part II of Schedule VI of Companies Act, 1956.No. of Shares held Client Id.

NOTE-4

Previous year''s fgures have been reworked, regrouped, rearranged and reclassifed wherever necessary. being a member/members of Horizon Infrastructure Limited

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Mar 31, 2012

NOTE-1

SEGMENT INFORMATION

The Company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business.

As such there are no separate reportable segments as per Accounting Standard on segment reporting (AS – 17)

NOTE-2

There are no outstanding dues to small-scale industrial undertakings in excess of Rs. 1 Lacs which are outstanding for a period more than one month.

NOTE-3

There is no other information which is required to be disclosed under para (3) & (4) of part II of Schedule VI of Companies Act, 1956.

NOTE-4

Previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

---

Mar 31, 2011

1) Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business.

As such there are no separate reportable segments as per accounting standard on segment reporting (AS- 17).

2) There are no outstanding dues to small-scale industrial undertakings in excess of Rs.1 Lacs which are outstanding for a period more than one month.

3) Previous years figures have been reworked, regrouped, rearranged & reclassified wherever necessary.

---

Mar 31, 2010

1) Preliminary Expenses :

Preliminary expenses are amortized over a period of 10 years.

2) Segment Information

The company is mainly engaged in Infrastructure activity in India. All activities of the company revolve around this main business.

As such there are no separate reportable segments as per accounting standard on segment reporting (AS - 17).

3) The Company had issued 5,00,000 equity shares @ Rs. 10 each in the year 1997 as per price prevailing on the Calcutta Stock Exchange, but as per the preferential guidelines dated 4th August, 1994, the issue price should be Rs. 33/- per equity share (the price prevailing on National Stock Exchange). The company had collected an amount of Rs. 1,15,00,000/- being a difference of Rs. 23/- per equity share on total 5,00,000 equity shares. The same is transferred to Capital Reserve.

4) As per accounting standard 18, disclosures of the transactions with related parties as defined in the Accounting Standard are given below.

(i) List of related parties with whom transaction has taken place.

Sr. No. Name of the related party Nature of relationship

1 Metrotech Technology Park Private Limited Subsidiary

2 Starwort Engineers Private Limited Associate

3 Awaita Properties Private Limited Associate

4 Gujarat Positra Port Company Limited Associate

5 SKIL Himachal Infrastructure & Tourism Limited Associate

6 SKIL Infrastructure Limited Associate 7 Grevek Investment & Finance Private Limited Associate

5) During the year the company had taken Unsecured Loan (Quasi-Equity) of Rs. 40 crores from an Associate Company.

6) There are no outstanding dues to small-scale industrial undertakings in excess of Rs.1 Lacs which are outstanding for a period more than one month.

7) Previous years figures have been reworked, regrouped, rearranged & reclassified wherever necessary.