The Board's report and any annexures thereto under sub-section (3) shall be signed byits chairperson of the company if he is authorised by the Board and where he is not soauthorised shall be signed by at least two directors one of whom shall be a managingdirector or by the director where there is one director.
Your Directors have pleasure in presenting the 29th Annual Report of Skyline VenturesIndia Limited (the Company) together with the Audited accounts for the financial yearended 31st March 2017.
The performance of your company for the year under review is summarized below:
During the year under review your Company has recorded a gross total income ofRs.72708000 /- from commercial operations and recorded a net profit / Loss of Rs.(623975)/-.
During the financial year 2016-17 your Company has achieved Rs. 72708000 revenuefrom operations. RESERVES:
No Amount has been transferred to reserves during the years.
The Board of directors does not recommend any dividend for the year as at 31st March2017 as there are no profits in the Company for the FY 2016-17.
As per Section 139 of the Companies Act 2013 M/s PS Nagaraju& Co was appointed asStatutory Auditors for a period of Three(03) years i.e from conclusion of 26th AnnualGeneral Meeting till the conclusion of the 29th Annual General Meeting and the said termof M/s. PS Nagaraju& Co will expire with the conclusion of the ensuing Annual GeneralMeeting.
Based on the recommendation of the Audit Committee the Board of Directors hasrecommended the appointment of M/s S.T.Mohite& Co Chartered Accountants (FirmRegistration Number : 011410S) as the Statutory Auditors of the Company to hold officefrom the conclusion of the ensuing Annual General Meeting until the conclusion of the 34thAnnual General Meeting to be held in year 2022 subject to ratification by the members atevery AGM thereafter. Resolution proposing the appointment of M/s S.T.Mohite& CoChartered Accountants (Firm Registration Number : 011410S) as the Statutory Auditors isincluded in the notice of the ensuing Annual General Meeting.
M/s. S.T.Mohite& Co Chartered Accountants (ICAI Firm Registration Number :011410S) has provided the certificate of eligibility as per the provisions of CompaniesAct 2013 and the same is available for inspection by the members during business hours.
The Audit Report issued by M/s. PS. Nagaraju & Co Statutory Auditors for thefinancial year ended 31st March 2017 forms part of this Report. There are noqualifications reservations or adverse remarks made by the Statutory Auditors whichrequires explanation or comments from the Board.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthere under the Board of Directors on recommendation of the Board of Directorsappointed M/s. P S Rao and Associates Practicing Company Secretaries to undertake thesecretarial audit of the Company for the financial year 2016-17. The secretarial auditreport issued by M/s. P S Rao and Associates Practicing Company Secretaries for thefinancial year ended 31st March 2017 provided as Annexure (I) attached hereto and formspart of this Report.
Audit Committee of the Company meets the requirements of section 177 of the CompaniesAct 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year under review the Board has accepted all therecommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE:
Nomination and Remuneration cum Compensation Committee meets the requirements ofSection 178 of the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.During the year under review the Board hasaccepted all the recommendations of the Nomination and Remuneration Committee. StakeHolders Committee is constituted in line with the provisions of Regulation 20 of SEBIListing Regulations and section 178 of the Companies Act 2013.
Pursuant to the provisions of Section 149 & 184 of the Companies Act 2013 andunder Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Every Independent Director at the first meeting of the Board in which heparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he meets the criteria of independence as providedunder the Companies Act 2013.
Mr. Raghavendra Rao Gaddem (DIN 07036089) resigned as Managing Director & Directorfrom the Board and the Board wishes to place on record its sincere appreciation for thevaluable services rendered by Mr. Raghavendra Rao Gaddem during his tenure as ManagingDirector of the Company. In accordance with the provisions of Section 152 196 197 198and other applicable provisions Mr. Naga Visweswara Rao Lakkimsetty (DIN 03623325) hasbeen appointed as Additional Director Whole Time Director and Key Managerial Personnel onthe Board w.e.f 20th January 2017 who hold office up to the date of the ensuing AnnualGeneral Meeting.
Board of directors at their meeting held on 14th February 2017 has re designated Mr.Naga Visweswara Rao Lakkimsetty (DIN 03623325) as Whole Time Director and Chief FinancialOfficer ("CFO") keeping the long term goals and vision of the Company.
The Company has received a notice in writing under Section 160 of the Act proposing theappointment of Mr. Naga Visweswara Rao Lakkimsetty (DIN 03623325) as Whole Time Directorand Chief Financial Officer ("CFO"). The resolutions seeking your approval forthe appointment of Mr. Naga Visweswara Rao Lakkimsetty (DIN 03623325) as Whole TimeDirector and Chief Financial Officer ("CFO") and Mrs. Srivenkata LakkimsettiLaxmi Padmaja (DIN 07751864) as Director are included in the notice of the ensuing AnnualGeneral Meeting.
Mrs. Jyoti Gutta (DIN:06480615) Independent Director. Mr. Harish (DIN:06803708)Independent Director and Mr Raghavendra Gaddem Managing Director Resigned from theCompany during the FY 2016-17.
Mr. Rahamath Kasim Akaveeti (DIN: 07554232) and Mr. Nayabrasool (DIN: 07658201) areappointed as Independent Directors of the Company during the FY 2016-17.
For Directors seeking appointment/re-appointment in the ensuing Annual General Meetingof the Company the particulars as required to be disclosed in accordance with Regulation36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is providedin the notice of ensuing Annual General Meeting.
REPLIES TO QUALIFICATION MADE BY SECRETARIAL AUDITORS:
Qualification No.1: Company has not appointed Company Secretary as per the provisionsof Section 203 of the Companies Act 2013 and Rule 8 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for the Financial Year 2016-17.
Reply: The Board of directors had initiated to appoint Company Secretary of the Companyand the same is still in process once we find the suitable professional candidate wewill complete the formalities for the appointment of the same.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group. The details of the Policy are explained in theCorporate Governance Report and also posted on the website of the Company i.e. is www.skylineventuresindia.com
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
i. in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for the financial year;
iii. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FRAUDS: No Fraud by the company or on the company by its officer or employees duringthe year.
The performance evaluation of the Board its Committees and individual directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole Committees and self-evaluation.
Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.
Based on the questionnaire and feedback the performance of every director wasevaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meetingof NRC also reviewed performance of the Chief Executive Officer and Managing Director ongoals (quantitative and qualitative) set at the beginning of the year in April 2017.
Some of the key criteria for performance evaluation are as follows - Performanceevaluation of Directors:
* Attendance at Board or Committee meetings.
* Contribution at Board or Committee meetings.
* Guidance/Support to management outside Board or Committee meetings.
Performance evaluation of Board and Committees:
* Degree of fulfillment of key responsibilities.
* Board structure and composition.
* Establishment and delineation of responsibilities to Committees.
* Effectiveness of Board proceses Information and functioning.
* Board culture and dynamics.
* Quality of relationship between Board and Management.
* Eficiency of Communication with external stakeholders.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure II" to this report.
NUMBER OF MEETINGS OF THE BOARD :
1.30 May 2016
2. 12 Aug 2016
3. 14 Nov 2016
4. 20 Jan 2017
5. 14 Feb 2017
6. 07 March 2017
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in an "Annexure- III" to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A Report on Management Discussion & Analysis is appended as Annexure (IV) to thisreport as per the requirements of SEBI (Listing Obligations & DisclosuresRequirements) Regulations 2015.
CORPORATE GOVERNANCE: N.A.
Company is having paid up equity share capital of Rs. 3 10 00000 which is notexceeding Rs.10 crore and Net worth is Rs. 35593937 which is not exceeding Rs.25 croreas on the last day of the financial year 2016-2017. Hence the provisions of Regulations17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 ofRegulation 46 and para C D & E of Schedule V of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company.
During the year the Company had not entered into any Contract/Arrangement/Transactionswith related parties which would be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Hence the disclosure under FormAOC-2 is not applicable. The Company has developed a Policy on Related Party Transactionsin accordance with provisions of all applicable laws and Clause 49 of the ListingAgreement for the purpose of identification and monitoring of such transactions
PARTICULARS OF EMPLOYEES:
pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Directors' Report for the year ended March 312017 There are no employee in theCompany who is drawing the remuneration worth Rs. 5 lacs per month or Rs. 60 lacs per anumduring the financial year.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS :
There are no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year 31st March 2017 to which thefinancial statements relates and the date of signing of this report.
PARTICULARS OF EMPLOYEES:
The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year:
|Name of the Director/ Key Managerial personnel ||Remuneration of Director KMP for the financial year 2016-17 ||percentage increase in Remuneration in the financial year 2016-17 ||Ratio of the remuneration to the median remunerationof the employees |
|Naga Visweswara Rao Lakkimsetty ||850000 PA || || |
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the Financial Year: N.A.
c. The Percentage increase in the median remuneration of employees in the FinancialYear: N.A.
d. The number of permanent employees on the rolls of Company: Nil
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.
f. The Key parameters for any variable component of remuneration availed by thedirectors: N.A.
g. The Company affirms remuneration to Directors and Key Managerial personnel as perthe remuneration policy of the Company.
Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
|Designation & Nature of employment ||Educational |
|Age ||Experience ||Date of Joining ||Gross |
designation If any
Shares held If any
Visweswara Rao Lakkimsetty
|WTD & CFO ||Bachelor in Commerce ||53 ||28 Years ||20.01.2017 ||850000 PA ||NA ||- ||- |
Your Directors wish to express their gratitude to the central and state governmentinvestors analysts financial institutions banks business associates and customers themedical profession distributors and suppliers for their whole-hearted support. Yourdirectors commend all the employees of your company for their continued dedicationsignificant contributions hard work and commitment.
For and on behalf of the Board
For SKYLINE VENTURES INDIA LIMITED
Naga Visweswara Rao Lakkimsetty
Date: 14th November 2017