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Directors Report of Skyline Ventures India Ltd.

Mar 31, 2015

Dear Shareholders,

The 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 ratifcation of shareholders in every Annual General Meeting. Accordingly, a resolution seeking Members' ratifcation 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 inancial 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 ofered himself for re-appointment.

Every Independent Director, at the frst meeting of the Board in which he participates as a Director and thereafter at the frst 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:

Qualifcation 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 fnd 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 fxed 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 there under.

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 identifed 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 confrm 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 afairs 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 sufcient 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 confrm 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 efectively.

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 efectiveness 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 fullflment of key responsibilities.

- Board structure and composition.

- Establishment and delineation of responsibilities to Committees.

- Efectiveness of Board proceses, Information and functioning.

- Board culture and dynamics.

- Quality of relationship between Board and Management.

- Efciency 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: NA.

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 suf ciently empowered and such work environment propels them to achieve higher levels of performance. The unfinching 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 signifcant 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.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of current financial year and previous financial year:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization N.A. N.A. 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 ofer: 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 justifcation 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. Afrmation that the remuneration is as per the remuneration policy of the Company:

The Company afrms 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, signifcant 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


Mar 31, 2013

Dear Members,

The Directors have the pleasure of presenting this 25th Annual Report along with the Audited Financial Statements and the Auditor''s Report thereon for the Financial Year ended 31st March 2013.

FIANCIAL HIGHLIGHT (amount in Lakhs)

Particulars 2012-13 2011-12

Gross Receipts from operations 175.27 145.10

Operating Profit 10.06 8.17

Profit before tax 10.06 8.17

Tax Expense 3.10 2.52

Profit after tax 6.95 5.64

Proposed Dividend NIL NIL

Tax on Dividend NA NA

Transfer to General Reserve 6.95 5.64

OPERATIONS:

During the year under review your Company has achieved a gross total income of Rs. 175.27 and performanc a of Compan

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2012-13.

DIRECTORS:

During the year Mr. Mr. B.V.K PRASAD retire by rotation at the ensuing Annual General Meeting and being

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report: ( i) that in the preparation of Annual Accounts for the year ended 31st March,2013, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

(ii) that 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 a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2013 and of the profit and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(iv) That the directors have prepared the annual accounts on a going concern basis.

(iv) That the directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

AUDITORS:

M/s. P.S. Nagaraju & Co., Chartered Accountants, who retires at the conclusion of the ensuing Annual General Meeting, and being eligible, expressed their willingness for re-appointment.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975 as amended, there are no employee in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization to carry out business effectively and efficiently. Even though the real estate development and infrastructure industry is labour intensive, we believe that there is an increasing need to mechanize the processes involved in order to minimize costs and increase efficiency. We intend to make investments in innovative techniques for this regard.

Energy: The Company is in the business of property development and does not require large quantities of energy. However, wherever possible energy saving efforts are made.

Foreign Exchange Earnings & Outgo:

a) Foreign Exchange Earnings : Nil

b) Foreign Exchange Outgo : Nil

SECRETARIAL COMPLIANCE CERTIFICATE:

Certificate from the Practicing Company Secretary as stipulated in Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and attached to the Directors'' Report form a part of this Annual Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and shareholders during the said financial year.

Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedica -tion, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board For SKYLINE VENTURES INDIA LIMITED Hyderabad August 22nd, 2013 Sd/- Managing Director SITARAMAYYA PATURI


Mar 31, 2012

The Members

SKYLINE VENTURES INDIA LIMITED

The Directors have the pleasure of presenting this 24th Annual Report along with the Audited Financial Statements and the Auditor''s Report thereon for the Financial Year ended 31st March 2012.

FINANCIAL HIGHLIGHTS: (In Lakhs) Particulars 2011-12 2010-11

Gross Receipts from operations 145.10 92.98

Operating Profit 8.17 5.35

Profit before tax 8.17 5.35

Tax Expense 2.52 1.65

Profit after tax 5.64 3.70

Proposed Dividend Nil Nil

Tax on Dividend NA NA

Transfer to General Reserve 5.64 3.70



OPERATIONS:

During the year under review your Company has achieved a gross total income of Rs.145.10 Lakhs and registered a profit after tax of Rs 5.64 Lakhs. Your directors are putting continuously efforts to increase the performance of Company and are hopeful that the performance in coming year will improve in faster way.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2011-12.

DIRECTORS:

During the year Mr. Ch D V V Prasad retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the year ended 31st March,2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures:

(ii) that 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 a true and fair view of the state of affairs of the company at the end of the financial year ended 31st March, 2012 and of the profit and loss of the company for that period.

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) That the directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

During the Financial year, company has not accepted any deposits falling with the preview of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. P.S. Nagaraju & Co., Chartered Accountants, who retires at the conclusion of the ensuing Annual General Meeting, and being eligible, expressed their willingness for re-appointment.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there are no employee in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo:^

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization to carry out business effectively and efficiently. Even though the real estate development and infrastructure industry is labour intensive, we believe that there is an increasing need to mechanize the processes involved in order to minimize costs and increase efficiency. We intend to make investments in innovative techniques for this regard.

Energy: The Company is in the business of property development and does not require large quantities of energy However, wherever possible energy saving efforts are made.

SECRETARIAL COMPLIANCE CERTIFICATE:

Certificate from the Practicing Company Secretary as stipulated in Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and attached to the Directors'' Report form a part of this Annual Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board For SKYLINE VENTURES INDIA LIMITED

Hyderabad August 22nd, 2012 Sd/- SITARAMAYYA PATURI Managing Director


Mar 31, 2011

The Members

Skyline Ventures India Limited

(Formerly known as PARAMATMA ENTERPRISES LIMITED)

The Directors have the pleasure of presenting this 23rd Annual Report along with the Audited Financial Statements and the Auditor''s Report thereon for the Financial Year ended 31st March 2011.

FINANCIAL HIGHLIGHTS:

Particulars 2010-11 2009-10

Gross Receipts from operations 92.98 81.26

Operating Profit 5.35 2.72

Profit before tax 5.35 2.72

Tax Expense 1.65 0.84

Profit after tax 3.70 1.88

Proposed Dividend Nil Nil

Tax on Dividend NA NA

Transfer to General Reserve 3.70 1.88



OPERATIONS:

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2010-11.

MATERIAL CHANGES DURING THE PERIOD:

The Company has sought the approval of shareholders twice through Postal Ballot. 1. Postal ballot results declared on September 17th, 2010.

The approval of shareholders was sought through Postal Ballot in respect of the following

2. Postal ballot results declared on March 18th, 2011. to the Scrutinize N.S report the resolution was passed by requisite majority. The result of the postal ballot was DIRECTORS:

Mr. JRV. Siva Rama Krishna, Managing Director, resigned from the Board of the company w.e.f. March 22nd, 2011. Mrs. Madhuri Jupudi, Non- Executive Director, resigned from the Board of the company w.e.f. March 22nd, 2011.

DIRECTORS'' RESPONSIBILITY STATEMENT:

(ii) tha de j e directors have tim elected such accounting policies and applied them consistently and

(iv) That the directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS:

During the Financial year, company has not accepted any deposits falling with the purview of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. P.S. Nagaraju & Co., Chartered Accountants, who retires at the conclusion of the ensuing Annual General Meeting, and being eligible, expressed their willingness for re-appointment.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there are no employee in the Company who is drawing the remuneration worth Rs. 5,00,000 per month or Rs. 60,00,000 per annum during the financial year .

Information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outg"o:

We firmly believe that technology is the genesis of innovative business practices, which in turn enable the organization to carry out business effectively and efficiently. Even though the real estate development and infrastructure industry is labour intensive, we believe that there is an increasing need to mechanize the processes involved in order to minimize costs and increase efficiency. We intend to make investments in innovative techniques for this regard.

Energy: The Company is in the business of property development and does not require large quantities of energy However, wherever possible energy saving efforts are made.

Foreign Exchange Earnings & Outgo:

SECRETARIAL COMPLIANCE CERTIFICATE:

Certificate from the Practicing Company Secretary as stipulated in Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and attached to the Directors'' Report form a part of this Annual Report.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance and a certificate from the statutory auditors of the Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges form a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Management Discussion and Analysis as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges forms a part of this Annual Report.

ACKNOWLEDGMENTS:

Your Directors express their grateful appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and shareholders during the said financial year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation, support and smart work have enabled the Company to move towards achieving its Corporate Objectives.

For and on behalf of the Board For SKYLINE VENTURES INDIA LIMITED

Hyderabad August 22nd, 2011 Sd/- SITARAMAYYA PATURI Managing Director

 
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