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Skyline Ventures India Ltd.

BSE: 538919 Sector: Financials
NSE: N.A. ISIN Code: INE055Q01012
BSE 11:28 | 22 Feb 19.20 0.70
(3.78%)
OPEN

19.20

HIGH

19.20

LOW

19.20

NSE 05:30 | 01 Jan Skyline Ventures India Ltd
OPEN 19.20
PREVIOUS CLOSE 18.50
VOLUME 10
52-Week high 20.60
52-Week low 12.48
P/E 384.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.20
CLOSE 18.50
VOLUME 10
52-Week high 20.60
52-Week low 12.48
P/E 384.00
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Skyline Ventures India Ltd. (SKYLINEVENTURES) - Director Report

Company director report

Dear Shareholders

Youi Directors haw pleasure in presenting the 2Sth Annual Report of Skyline VenturesIndia Limited (the Company) together with the Audited accounts for the financial yearended 31st March 2016.

FINANCIAL RESULTS:

The performance of your company for the year under review is summirized below:

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March2016- STATUTORY AUDITORS:

The Board of directors in their meeting held on 15th May 2011 approved the appointmentof. M/s. P.S. Nagaraju & Co Chartered Accountants Hyderabad as the StatutoryAuditors of the Company to hold office till the conclusion of 28th Annual General Meetingsubject to ratification of shareholder: in every Annual Central Meeting. Accordingly aresolution seeking Members' ratification on appointment of M/s. RS. Nagaraju & CoChartered Accountants Hyderabad 4S the Statutory Auditors of the Company tor thefinancial year 2016-17.

SECRETARIAL AUDITOR:

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. F S Rao and Associates Practicing Company Secretaries to undertake thesecretarial audit of the Company for the financial year 2015-16. The secretarial auditreport issued by M/s. P S Rao and Associates Practicing Companv Secretaries for thefinancial year ended 31 ct March 2016 provided a: Annexure {I) attached hereto arid formspart of this Report.

DIRECTORS:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. RaghavendraRao Gaddem Director of the Company is liable to retire by rotation and being eligibleoffers himself for reappointment.

Every Independent Director at the first meeting of the Board in which he participatesas a Director and thereafter at the first meeting of the Board in every financial yeargives a declaration that he meets the criteria of independence as provided under theCompanies Act 2013.

REPLIES TO QUALIFICATION MADE BY SECRETARIAL AUDITORS:

Qualification No.1: Company has not appointed Company Secretary and Chief FinancialOfficer of the Company as per the provisions of Section 203 of the Companies Act 2013 andRule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forthe Financial Year 2015-16.

Reply: The Board of directors had initiated to appoint Company Secretary and ChiefFinancial Officer of the Company of the Company and the same is still in process once wefind the suitable professional candidate we will complete the formalities for theappointment 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.

FIXED DEPOSITS:

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

RISK MANAGEMENT:

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 2015-16 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.

BOARD EVALUATION:

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 2016.

Some of the key criteria for performance evaluation are as follows -

Performance evaluation 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 2015

2. 02 Aug 2015

3. 14 Nov 2015

4. 12 Feb 2016

5. 24 Feb 2016

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 having paid up equity share capital of Rs. 3 10 00000 which is not exceedingRs.10 crore and Net worth of Rs. 36241631 which is not exceeding Rs.25 crore as on thelast day of the previous financial year 2015-20l6. Hence the provisions of Regulations 1718 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.

RELATED PARTYTRANSACTIONS:

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 31 2016 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.

HUMAN RESOURCES:

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 2016 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 2015-16 Percentage increase in Remuneration in the financial year 2015-16 Ratio of the remuneration to the median remuneration of the employees
Raghavendra Rao Gaddem 600000 -- --

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

Employee name Designation & Nature of employment Educational qualification Age Experience Date of Joining Gross remuneration paid (Rs. in Lacs) Previous employment and designation If any No. Shares held If any Remarks
1 Raghavendra Rao Gaddem Managing Director graduation 35 - 15.02.2015 6 - - -

ACKNOWLEDGEMENTS:

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.

By order of the Board
For SKYLINE VENTURES INDIA LIMITED
Sd/-
RAGHAVENDRA RAo GADDEM
Chairman
Hyderabad
Date: 12.08.2016

'Annexure B'

To

The Members

Skyline Ventures India Limited 6- 1-279/10/5 Walker Town

Padmarao Nagar Secunderabad Telangana - 500025

India. our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

For P.S. Rao & Associates
Company Secretaries
Place: Hyderabad Sd/-
Date: 12.08.2016 N. Vanitha
M.No. 26859
C.P. No.10573

ANNEXURE: III

Conservation of energy research and development technology absorption foreignexchange earnings and outgo

(Particulars pursuant to the Companies (Accounts) Rules 2014)

A. Conservation of Energy: N.A.

B. Technology Absorption:

The Company has not acquired any specific technology for its operations. The processtechnologies are acquired indigenously. Due to fire accident occurred in Block A the totalplant and machinery was fired. The management has purchased new reactors for conversionprocess.

C. Research and Development: N.A.

D. Foreign Exchange Earnings and out go.

Foreign Exchange earnings during the year is Rs. 0 (ZERO) & Outflow is Rs.0 (ZERO).