DIRECTOR'S REPORT Dear Shareholders, Your Directors have pleasure in presenting the 27th Annual Report of Skyline Ventures India Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2015. FINANCIAL RESULTS 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 of Rs. 368,737,079/-form commercial operations and recorded a net profit of Rs. 1,095,327/-. OPERATIONS: During the financial year 2014-15, your Company has achieved Rs.368,737,079 revenue from operations. The Company has earned total income from sales and services of Rs. 368,737,07 during the financial year 2014-15 compared to 18,403,832 in 2013-14. DIVIDEND: The Board of directors does not recommend any dividend for the year as at 31st March 2015. STATUTORY AUDITORS: The shareholders in their meeting held on 19th June 2014 approved the appointment of M/s. P.S. Nagaraju & Co, Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company to hold office till the conclusion of 28th Annual General Meeting subject to ratification of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members' ratification on appointment of M/s. P.S. Nagaraju & Co, Chartered Accountants, Hyderabad, as the Statutory Auditors of the Company for the financial year 2015-16 is included at Item No.3 of the Notice convening the Annual General Meeting. As required under Clause 49 of the Listing Agreement. SECRETARIAL AUDITOR: P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2014-15 forms part of the Annual Report as Annexure B to the Board's report. The Board has appointed P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2015-16. Secretarial Audit Report is annexed herewith as Annexure I. DIRECTORS: The Board of Directors have appointed Jyothi Gutta , L Harish as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Jyothi Gutta , L Harish as an Independent Director subject to approval of shareholders. Accordingly a resolution seeking approval of shareholders for his appointment as an Independent Director for a period of five years is included at Item No.4 and 5 of the Notice convening the Annual General Meeting. In accordance with the provisions of Section 152 of the Companies Act, 2013, Sri Rajasekhar Garapati (DIN: 01449217 ), Director of the Company retires by rotation and being eligible, has offered himself for re-appointment. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013. REPLIES TO QUALIFICATION MADE BY SECRETARIAL AUDITORS: Qualification No.1: Company has not appointed Chief Financial Officer of the Company as per the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2014-15. Reply: The Board of directors had initiated to appoint Chief Financial Officer of the Company of the Company and the same is still in process, Once we find the suitable professional candidate, we will 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 Section 186 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 interest was outstanding as on the date of the Balance sheet. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. CORPORATE SOCIAL RESPONSIBILITY (CSR): During the financial year 2014-15, the Corporate Social Responsibility not applicable to Company. vigil mechanism / whistle blower policy: The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e is www.skylineventure.com Risk management: The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company's process and policies for determining risk tolerance and review management's measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report. Directors' responsibility statement: Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm that: i. in the preparation of the annual accounts for the financial year 2014-15, the applicable accounting standards have been followed and there are no material departures; ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 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 and that such internal financial controls are adequate and operating properly; and vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Board evaluation: The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC). The meeting of NRC also reviewed performance of the Chief Executive Officer and Managing Director on goals (quantitative and qualitative) set at the beginning of the year in April 2015. Jyothi Gutta, additional director, being appointed on 30th March, 2015, was excluded from the process of evaluation. Some of the key criteria for performance evaluation are as follows - Performance evaluation of Directors: • Attendence at Board or Committeee meetings. • Contribution at Board or Committee meetings. • Guidance/Support to management outside Board or Committee meetings. Performance evaluation of Board and Committees: • Degree of fulfilment 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. • Efficiency 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 annexed herewith as "Annexure II " to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in an "Annexure-III" to this Report. MANAGEMENT DISCUSSION & ANALYSIS: N.A. CORPORATE GOVERNANCE: N.A. PARTICULARS OF EMPLOYEES: pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Directors' Report for the year ended March 31, 2015 There are no employee in the Company who is drawing the remuneration worth Rs. 5 lacs per month or Rs. 60 lacs per anum during 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 quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Particulars of Employees: The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year: N.A. b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year: N.A. c. The Percentage increase in the median remuneration of employees in the Financial Year: N.A. d. The number of permanent employees on the rolls of Company: 10 e. The explanation on the relationship between average increase in remuneration and Company Performance: N.A. f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: N.A. h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: N.A. i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: N.A. j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: N.A. k. The Key parameters for any variable component of remuneration availed by the directors: N.A. l. The Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None. m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. n. The Statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. ACKNOWLEDGEMENTS: Your Directors wish to express their gratitude to the central and state government, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment. By order of the Board For SKYLINE VENTURES INDIA LIMITED Sd/-Ch.D.V.V. Prasad Chairman Hyderabad Date: 14.11.2015 |