To
The Members
Your Directors have pleasure in presenting the 29th Annual Report together
with the Audited Accounts of the Company for the year ended 31st March 2023.
FINANCIAL HIGHLIGHTS (Rupees in Lakhs)
| PARTICULARS |
Year Ended 31.03.2023 |
Year Ended 31.03.2022 |
| Sales (Excl. Duties and Taxes) |
14.89 |
51.90 |
| Other Income |
677.84 |
0.57 |
| Total Income |
692.73 |
52.47 |
| Total Expenditure |
155.29 |
69.64 |
| Profit Before Tax |
537.43 |
(17.17) |
| Tax |
152.04 |
0.32 |
| Net Profit / (Loss) |
385.40 |
(17.49) |
COMPANY PERFORMANCE:
Due to conditions of market and increasing competition, during the financial year under
review, your Company has achieved total net of revenue of Rs. 692.73 Lakh when compared to
last year Revenue of Rs. 51.90 lakh and recorded net profit of Rs.385.40 lakh for the
financial year 2022-23 when compared to net Loss of Rs. 17.49 lakh during the previous
year.
SHARE CAPITAL :
The paid-up equity share capital of the Company as on 31st March, 2023, is
Rs. 794.01 lakh During the year under review, the Company has not issued shares with
differential voting rights, sweat equity shares or Employee Stock Options.
TRANSFER OF AMOUNT TO GENERAL RESERVE :
No amount has been transferred to reserves during the year.
DIVIDEND:
Your Directors do not recommend any dividend for the Financial Year 2022-23.
FIXED DEPOSITS:
The Company has neither accepted nor renewed any deposits falling within the provisions
of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014 from its member and public during the Financial Year.
CHANGE IN NATURE OF THE BUSINESS OF THE COMPANY:
During the Financial year under review there is no change in the nature of business of
the Company. BOARD MEETINGS
During the year under review, five board meetings were held as follows:
| 30.05.2022 |
12.08.2022 |
01.09.2022 |
11.11.2022 |
14.02.2023 |
BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole, its
committees and the directors individually in accordance with the provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015 in the following manner:
i. Structured evaluation forms, as recommended by the Nomination and Remuneration
Committee, after taking into consideration 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, for evaluation of the performance of the Board, its
Committees and each director were circulated to all the members of the Board along with
the Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation forms
and the duly filled in evaluation forms were required to be sent to the Company Secretary
in a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board initiated a
detailed discussion at the concerned meeting on the performance of the Board /
Committee/Individual Director and formulated a final collective evaluation of the Board.
The Board also provided individual feedback to the concerned director on areas of
improvement, if any.
A separate meeting of Independent Directors was held on 14th February 2023
to evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the
Board and flow of information from management.
DIRECTORS
IThe Board of Directors of your Company has an optimum combination of Executive,
Non-Executive and Independent Directors including woman Directors
i. Retirement by Rotation
In accordance with the provisions of Companies Act, 2013 and the Articles of
Association of the Company, Mrs. Lakshmi VVV Garapati, Director of the Company will retire
by rotation and at the ensuing Annual General Meeting and, being eligible, offers herself
for re-appointment.
The Company has received declarations from all the Independent Directors of the Company
confirming that they continue to meet with the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to
the best of their knowledge and belief and according to the information and explanation
obtained by them,
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have
been selected and applied consistently and judgments and estimates that are reasonable and
prudent made 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, 2023 and of the profit or loss of the
Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. The annual accounts for the year 2022-2023 have been prepared on a going concern
basis.
v. Those proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws was in
place and was adequate and operating effectively.
AUDITORS:
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory
Auditor M/s. M N RAO & Associates, Chartered Accountants, (Registration No. 005386S),
Chartered Accountant, Hyderabad, appointed as the Statutory Auditors of the Company to
hold office from conclusion of 27th Annual General Meeting for a period of 5 years in
accordance with the Act, The Company is in received the confirmation from the Statutory
Auditor that in the event of his appointment as Statutory Auditor such appointment will be
in accordance with the limits specified in Section 141(3) (g) of the Companies Act, 2013.
INTERNAL AUDITOR:
The Board of Directors based on the recommendation of the Audit Committee has appointed
M/s Padarthi and Associates, Chartered Accountants Hyderabad, as the Internal Auditors of
the Company. The Internal Auditors are submitting their reports on quarterly basis.
COST RECORDS AND AUDIT:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities
carried out by the Company FRAUD REPORTING:
During the Financial Year under review the Statutory Auditors of the Company have not
reported any incident of fraud to the Board of Directors of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A
to this report.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of Regulation 34(2) (e) of SEBI(LODR)Regulations,2015 a
report on Management Discussion & Analysis is set out as an ANNEXURE B SECRETARIAL
AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. P. S. Rao & Associates, Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as ANNEXURE
C to this report.
SUBSIDIARIES:
During the financial year under review, the Company doesnt have any subsidiary or
joint venture or associate company.
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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company. The particulars of contracts or arrangements with related parties
referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is referred in
Notes to Accounts.
ANNUAL RETURN
Pursuant tto the provisions of Section 92(3) and Section 134(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time
to time, the Annual Return of the Company as on 31st March, 2023 is available on the
Companys website and can be accessed at www.innocorpltd.com.
RISK MANAGEMENT:
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof for the time being in force) and as
per SEBI (LODR) Regulations, 2015 the Risk management is not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
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.
CORPORATE GOVERNANCE:
Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth
of the Company is less than Rs.25 Crores, the provisions of Regulations 17 to 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
VIGIL MECHANISM :
Pursuant to the provisions of section 177 (9) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time
being in force) and SEBI(LODR)Regulations,2015 the company has a Whistle Blower Policy
framed to deal with instance of fraud and mismanagement, if any in the group. The Policy
provides for adequate safeguards against victimization of employees who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee.
NOMINATION & REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" has
been constituted to comply with the provisions of section 178 of the Companies Act, 2013
and to recommend a policy of the Company on directors appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
director and other matters and to frame proper systems for identification, appointment of
Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance
and to recommend the same to the Board from time to time.
PARTICULARS OF EMPLOYEES:
The committee of the Board named as "Nomination and Remuneration Committee"
has been constituted to comply with the provisions of section 178 of the Companies Act,
2013 and to recommend a policy of the Company on directors appointment and remuneration,
including criteria for determining qualifications, positive attributes, independence of a
director and other matters and to frame proper systems for identification, appointment of
Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance
and to recommend the same to the Board from time to time.
HUMAN RESOURCES:
The 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.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company strongly supports the rights of all its employees to work in an environment
free from all forms of harassment. The Company has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. The policy aims to provide protection to Employees at the
workplace and prevent and redress complaints of sexual harassment and for matters
connected or incidental thereto, with the objective of providing a safe working
environment, where Employees feel secure. The Company has also constituted an Internal
Committee, known as Anti Sexual Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend appropriate action.
The Company has not received any complaint on sexual harassment during the year
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year
under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE- TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the financial year under review, the Company has complied with Secretarial
Standard on Board Meetings (SS-I) and Secretarial Standard on General Meetings (SS-II)
issues by the Institute of Company Secretaries of India (ICSI).
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation and gratitude for the continuous
support and assistance extended by all the Statutory Authorities. The Board also extends
its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by
them in the Company. Your Directors also place on record their sincere appreciation for
the continued contributions made by the employees at all levels.
|
By order of the Board |
|
|
For INNOCORP LIMITED |
|
|
Sd/- |
Sd/- |
|
Prasad V S S Garapati |
Lakshmi VVV Garapati |
| Place: Hyderabad |
Chairman and Wholetime Director |
Managing Director |
| Date : 29.08.2023 |
DIN:-00209436 |
DIN:- 00394662 |
+91-9892691696
