Innovation Software Exports Ltd Directors Report.

To the Members,

Your Directors hereby present the Twenty sixth Annual Report of your Company along with the Audited Accounts for the period ended 31st March, 2018.

Financial Results

(In Rs.)
Particulars Year ended 31.03.2018 Year ended 31.03.2017
Total Revenue from operations & other Income - 600,000
Total Expenses 511,887 501,822
Profit/(Loss) before exceptional and extraordinary items and tax (511,887) 98,178
Exceptional Items - -
Profit/(Loss) before extraordinary items and tax (511,887) 98,178
Extraordinary Items - -
Profit/(Loss) before tax (511,887) 98,178
Tax expenses-Current - 37,142
Deferred tax (1,595) 8,077
Profit/(Loss) from the period from continuing operations (510,282) 52,959

2. Operations

The Company has not generated any revenue from operations for the current year. The Net Loss for the year under review amounted to (Rs.510,282/-) in the current year as compared to Rs.52,959/- Profit in the previous year.

3. Dividend

Due to loss in the Financial Year 2017-18, your directors do not recommend any Dividend.

4. Transfer to reserves

The Company has not transferred any amount to reserves.

5. Issue of Shares

During the period under review, your Company has not issued any shares.

6. Internal Control and adequacy

The Internal control systems are commensurate to the size of the operation of the Company. Whenever it is required, the systems and procedures will be upgraded to suit the changing business needs.

7. Auditors

At the Annual General Meeting held on 30.09.2015, M/s. Ramraj & Co (FRN: 00289S), Chartered Accountants, Chennai, was appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification by the shareholders at every AGM. In this regard, the Company has received a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

8. Secretarial Auditors:

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form.

The Board of Directors of the Company has appointed Ms. N. Srividhya, Practicing Company Secretary (Membership No. 34428), Chennai as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2016-17 and his report is annexed to this Board report [Annexure 1].

9. The year in Review

Your Companys performance during the financial year under report is not satisfactory. Your company is confident of achieving much better results in the coming years.

10. Future Outlook

i) Current Business Operations

a) Sale of Computer Hardware, Peripherals and Annual Maintenance.

b) Mini ERP Software Development, Networking Solutions.

c) IT Education and Training from basics to advanced courses.

ii) Proposed additional operations

a) IT and IT Enabled Services.

b) Infrastructure Management and Solutions Services

c) Exhibitions and Innovations as a separate division.

d) IT Education and Training at grass root level.

e) Engineering Services, Technology offerings, Domain Services etc.,

f) BPO and Call Center Education and Training.

g) Development of portals and website.

11. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

12. Directors

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Anitha Anand (DIN 02040505) retires at the ensuing Annual General Meeting of the Company and being eligible offer herself for re-appointment.

13. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

14. Conservation of Energy, Technology Absorption and Foreign Exchange Earning & 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:

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy: Nil

(ii) the steps taken by the company for utilizing alternate sources of energy: Nil

(iii) the capital investment on energy conservation equipments: Nil

(B) Technology absorption-

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : Nil

(iv) the expenditure incurred on Research and Development: Nil

(C) Foreign exchange earnings and Outgo-

Income: nil Outgo: nil

15. Material Changes between the date of the Board report and end of financial year

There have been no material changes and commitments, if any, 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 Boards report.

16. Number of meetings of the Board

During the year 2017-18, the Board of Directors duly met Seven times viz. on 26th May, 2017, 14th August, 2017, 02nd September, 2017, 14th November, 2017 ,26th December 2017, 4th January 2018 and 14th February, 2018.

17. Report on Performance of Subsidiaries, Joint Ventures and Associates

As on March 31, 2018, the Company does not have any subsidiary/ joint venture/ associate Companies.

18. Audit Committee

Our Audit Committee was constituted few years ago. The Committee has adopted a Charter for its functioning. The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee met four times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. As of the date of this report, the Committee is comprised of Mr. Rajendran Thangaveluudayar (DIN 02970809), Mrs. Anand Anitha (DIN 02040505) and Mr. Nanjappan Aravind (DIN 01895602).

19. Vigil Mechanism

The Company has in place a whistleblower policy, to support the Code of Business Ethics. The details of the establishment of vigil mechanism forms part of the Corporate Governance report.

20. Significant and Material Orders Passed by the Regulators or Courts

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations. However, members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

21. Directors Responsibility Statement

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) The directors had 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 as at March 31, 2017 and of the profit and loss of the company for that period;

(iii) The directors had taken proper and sufficient care 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 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 such Internal Financial Controls are adequate and were operating effectively

(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.

22. Development and Implementation of Risk Management Policy.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates. A key factor in determining a companys capacity to create sustainable value is the risks that the company is willing to take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a companys operating environment and they emerge on a regular basis. The Companys Risk Management processes focuses on ensuring that these risks are identified on a timely basis and addressed.

The Company has a Risk Management Policy with an objective to formalize the process of identification of potential risk and adopt appropriate risk mitigation measures through a risk management structure. The risk policy is a step taken by the Company towards strengthening the existing internal Controls and updating the same as may be required from time to time.

23. Declaration by Independent Directors

The Company has received the necessary declaration from each independent director in accordance with Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

24. BOARD EVALUATION

Pursuant to the provisions of companies Act, 2013 and of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

25. Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

In terms of Section 178 of the Companies Act, 2013, rules made there under and the Listing Agreement, entered into by the Company with Stock Exchanges in India, as amended from time to time, the Committee has formulated the policy on appointment and removal of Directors. The Policy has been adopted by the Nomination and Remuneration Committee ("NRC") and approved by the Board of Directors.

26. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments under section 186 of the Companies Act, 2013.

27. Extract of the Annual Return:

The extract of the Annual Return in Form MGT 9 (forming part of Annual Report) as per provisions of Companies Act, 2013 and rules thereto is annexed to this report (Annexure 2).

28. Related Party Transactions:

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

29. Particulars of Employees

None of the employee has received 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.

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 are annexed to this report (Annexure 3).

30. Corporate Governance

The Company has complied with the requirements of Corporate Governance as stipulated under Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the Report on Corporate Governance forms part of the Annual Report. The requisite Certificate obtained from a Chartered Accountant regarding compliance with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (LODR) Regulations, 2015 is annexed to this Report.

31. Disclosure under section 67(3) of the Companies act, 2013

During the year, there were no special resolution passed pursuant to the provisions of Section 67(3) of the Companies Act, 2013 and hence no information as required pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

32. Revision of Financial Statements and report of the Board of Directors under section 131 (1) of the Companies act, 2013

During the year, the Company has not made any revision of financial statement or boards report and hence furnishing of information as required pursuant to section 131(1) of the Act does not arise.

33. Training imparted to Independent Directors

The concept of familiarization Programme for Independent Directors in accordance with Regulation 25 of the SEBI (Liting Obligations and Disclosure Requirements) Regulations, 2015 aims to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the company operates, business model of the company etc, through various programmes. The details of such familiarization programmes have to be given in the Annual Report. Innovation Software Exports Limited is committed to adopt a structured programme for orientation and training of Independent Directors at the time of their joining and update the Independent Directors on a continuing basis on any significant changes in its operation, business, industry and environment in which its functions.

34. Details of frauds reported by Auditors

There were no frauds reported by the Statutory Auditor under Section 143(12) of the Companies Act, 2013 read with Companies Amendment Act, 2015.

35. Directors Comments on Qualifications/Reservations:

Auditors Report:

Since there are no reservations, qualifications or adverse remarks in the Auditors report, the Directors have not commented upon the same. However, to the observations made in the Secretarial Audit Report by the Company Secretary, the Directors hereby acknowledge and inclined to take all reasonable action to rectify the non compliances in due course of time.

Secretarial Audit report:

Qualifications reply:

1. The company is searching for suitable person to be appointed as KMP.

2. The company will update the website soon

3. The delays will be rectified in the upcoming years

4. As the company is in loss, the company is not able to afford for the appointment of Internal Auditor

5. The company will balance the Board composition as soon as possible. Due to Loss occurred in the company the company is not in position to appoint any person as director

36. Human Resources

The well-disciplined workforce which has served the company for the last 5 years lies at the very foundation of the companys major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

37. Disclosure As Per Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has in place 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. During the financial year 2017-18, the Company has not received any complaints on sexual harassment

38. Acknowledgments

Your Directors acknowledge the gratitude, cooperation and assistance received from the Government, Banks, Investors and all those associated with the Company during the year under review.