Today's Top Gainer
Note:Top Gainer - Nifty 50 More
Your Directors have pleasure in presenting the 10th Annual Report of the Company with the Audited Balance Sheet as at 31st March, 2017 and the Profit & Loss Accounts for the year ended 31st March, 2017.
1. FINANCIAL RESULT:
The Company has posted a net loss of Rs 34,20,990 /- as against the net loss of Rs 31,82,221/- during the last year and the same amount is carried forward to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited, the Company has not carried out any other business activity.
In view of the accumulated losses, Directors do not recommend any dividend for the year ended 31st March 2017.
3. PERFORMANCE REVIEW:
The Companys turnover including service income for 2016-17 was Nil as compared with Nil during the previous year. The year has resulted in a net loss after tax of Rs 34,20,990 /- compared with Rs 31,82,221/- during the last year.
4. SHARE CAPITAL:
There was no change in the Companys share capital during the year under review. The paid up equity share capital as on 31st March, 2017 was Rs 24,27,80,350.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as "Annexure A".
6. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:
A. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as "Annexure B".
B. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the year four Board Meetings, four Audit Committee Meetings, one Nomination and Remuneration Committee Meetings, one Risk Management Committee Meeting, one Stakeholder Relationship Committee Meeting and one Independent Directors Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
C. COMPOSITION OF AUDIT COMMITTEE:
The composition of the Audit Committee is provided in Corporate Governance Report and forms a part of this Annual Report. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.
D. 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. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. Particulars are being provided in Form AOC 2 is enclosed as "Annexure C".
E. CORPORATE GOVERNANCE:
Your company has complied with the various requirements of the Corporate Governance Code under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
A detailed report on Corporate Governance forms part of this Annual Report.
F. RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
G. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. B. Sahu, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
H. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.
I. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees.
During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgement and guidance and support provided to the management.
The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.
J. REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and SEBI(LODR)Regulations, 2015. The policy attached to this report as "Annexure D".
a. Statutory Auditors:
The Companys Statutory Auditor M/s. N. M. Raiji & Company having ICAI Registration No. 108296W retire at the ensuing Annual General Meeting.
The Board, based on recommendation of the Audit Committee, proposes the appointment of M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W) as the Statutory Auditor of the Company at the ensuing Annual General Meeting. M/s. MSKA & Associates, Chartered Accountants, have confirmed their eligibility and willingness to accept office, if appointed by the members of your company.
Your directors proposes appointment of M/s. MSKA & Associates, Chartered Accountants, as the Statutory Auditors of your company.
b. Secretarial Auditor:
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. Sushil Talathi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure E".
With reference to the observation in the Auditors Certificate on Corporate Governance, Board has noted the same.
L. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
Your Company does not have any unclaimed shares issued in physical form pursuant to Public issue/Right issue except dues to fractional shareholders of Rs 86,101/-.
M. SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has one associate company namely M/s. Innovassynth Technologies (India) Limited in which Company holds 31.79% stake. There has been no material change in the nature of the business of the associate company.
During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.
O. LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other party.
P. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT:
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.
Q. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no any significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
R. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rules thereunder.
S. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
There are no employees drawing remuneration in excess of the limits set out under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annual Report as Annexure "F" which forms a part of this Report.
T. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Companys procedures and practices.
U. INTERNAL FINANCIAL CONTROLS:
The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.
V. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The Company does not have any profit during the year under review hence no amount is required to transfer to the reserves.
X. LISTING OF EQUITY SHARES:
Your Companys shares are listed with BSE Limited (BSE), Mumbai. Listing fees have been paid for the financial year 2017-18.
Y. OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As there is only one male employee of the company, the provisions of the Act are not applicable to the Company.
Z. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b. 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 and loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
We thank our employees, investors and bankers for their continued support during the year. We are grateful to the various authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels.
|On behalf of the Board|
|For Innovassynth Investments Limited|
|Chairman and Managing Director|
|Mumbai, 13th August, 2017|