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Your Directors have pleasure in presenting the 30th Annual Report of Skyline Ventures India Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2018.
The performance of your company for the year under review is summarized below:
|Financial Year||Financial Year|
|Profit/(Loss) before Depreciation & Financial Charges||(2,770,784)||(623,975)|
|Profit/Loss Before Tax||(2,770,784)||(623,975)|
|Prior period items||-||-|
|Provision for tax||-||-|
During the year under review, your Company has recorded a gross total income of Rs. 2,864,800/- from commercial operations and recorded a net profit / Loss of Rs. (2,770,784)/-.
During the financial year 2017-18, your Company has achieved Rs. 2,864,800 revenue from operations.
The Company has not proposed to transfer any amount to the general reserve for the financial year ended 31st March, 2018.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there is no change in the nature of business carried out by your Company.
The Board of directors does not recommend any dividend for the year as at 31st March 2018 as there are no profits in the Company for the FY 2017-18.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act, 2013, Mrs. Srivenkata Lakkimsetti Laxmi Padmaja, Director of the Company, retires at Annual General Meeting and being eligible, offers himself for re-appointment.
INDEPENDENT DIRECTORS DECLARATION
The Company has received necessary declaration, from each Independent director under 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down under section 149(6) of the Companies Act 2013.
NUMBER OF MEETINGS OF THE BOARD :
1. 30 May 2017
2. 14 September 2017
3. 14 December 2017
4. 08 February 2018
5. 14 February 2018
As per Section 139 of the Companies Act 2013, M/s S.T.MOHITE & Co, Chartered Accountants, (ICAI Firm Registration Number: 011410S) was appointed as Statutory Auditors for a period of Five (05) years i.e. from conclusion of 29th Annual General Meeting held in the year 2017 till the conclusion of the 34th Annual General Meeting to be held in year 2022.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
The Audit Report issued by M/s. S.T.MOHITE & Co, Statutory Auditors for the financial year ended 31st March, 2018 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, which requires explanation or comments from the Board.
There are no qualifications, reservations or adverse remarks made by M/s S.T.MOHITE & Co (Chartered Accountants, Statutory Auditors in their report for the Financial Year ended 31st March, 2018. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.
The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. NSVR & Associates LLP, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their reports on quarterly basis.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Board of Directors, appointed M/s. P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company for the financial year 2017-18. The secretarial audit report issued by M/s. P S Rao and Associates, Practicing Company Secretaries for the financial year ended 31st March 2018 provided as Annexure - I attached hereto and forms part of this Report.
Comments by the Board on Every Qualification, Reservation or Adverse Remark or Disclaimers:
As there is no qualification, reservation or adverse remark in the reports made by the Auditors, your directors need not give their comments on that.
However with regard to the qualification raised by the Secretarial Auditor, with regard to appointment of Company Secretary, your Company states that as the registered office of the Company is situated in a village which is far away from any nearby town, none of the qualified personnel are intending to come and work in the village environment, however your Company is taking steps to find a suitable candidate.
RISK MANAGEMENT POLICY
The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2017-18.
The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Audit Committee of the Company comprises the following Members Mr Rahamath Kasim Akaveeti Chairman, Mrs. Srivenkata Lakkimsetti Laxmi Padmaja - Member and Mr. Rajasekhar Garapati Member.
All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:
Information required under section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure- II.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.
A structured questionnaire was prepared after considering the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
The Company has no subsidiaries as on 31st March, 2018.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:
(a) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and to carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.
On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The Non-Executive Directors are compensated by way of profit sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.
The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act andRegulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.
(b) Familiarization/ Orientation program for Independent Directors: A formal familiarization programme was conducted about the amendments in the Companies Act, 2013, Rules prescribed there under, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company.
It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: N.A.
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.
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 there under.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directors confirm that: i) In preparation of annual accounts for the financial year ended 31st March, 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2018 and of the profit and loss of the Company for the year;
iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors had prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:
The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.
The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the Financial Year 2017-18, Company has not entered significant related party transaction.
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.
STATE OF AFFAIRS OF THE COMPANY
The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as "Annexure-V".
CORPORATE GOVERNANCE: N.A.
Company is having paid up equity share capital of Rs. 3, 96, 66,680 which is not exceeding Rs.10 crore and Net worth is Rs. 4,58,23,179 which is not exceeding Rs.25 crore, as on the last day of the financial year 2017-2018. Hence the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure- VI.
In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of . 120 Lakhs or more, or employees who are employed for part of the year and in receipt of . 8.50 Lakhs or more per month.
The Company does not have any employee who is employed throughout financial year or part thereof, who was in receipt of remuneration in financial year under review which in aggregate, or as the case may be, at a rate which in the aggregate is in excess of that drawn by the Managing Director or Whole time director and holds by himself or along with his spouse and dependent children not less than 2% of the equity shares of the Company.
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 Companys 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/ Tribunals which would impact the going concern status of the Company and its future operations.
I. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.
II. No frauds were reported by the auditors during the year under review.
Your Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.
|Date: 07th September, 2018||By The Order of Board|
|Place: Hyderabad||For SKYLINE VENTURES INDIA LIMITED|
|NAGA VISWESWARA RAO LAKKIMSETTY|