INNOVATIVE IDEALS AND SERVICES (INDIA) LIMITED
Your directors have pleasure in presenting herewith the 23rd Annual Report along with its Audited Financial Statements for the year ended on 31st March, 2023 of your Company.
SUMMARISED FINANCIAL RESULTS
The Financial performance of the company during the year is as under:
(Rs in Lakhs)
|Revenue From Operations
|Profit / (Loss) for the year before Exceptional
|Items and Tax
|Add / (Less) Exceptional Items
|Profit before Extraordinary items and Tax
|Profit before Tax
|Profit for the year
1. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.
During the year your company has earned total income of Rs. 361.22 Lakhs (Previous year Rs. 622.35 Lakhs). The Company continues to operate only in one segment i.e., Security System and Mobile Phones and there is no change in the nature of Business of the Company. After all the financial adjustments, the company has suffered a net loss after tax of Rs. 724.24 Lakhs.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements are available on www.innovative.in. These documents will also be available for inspection during working hours at the registered office of your Company at Mumbai, Maharashtra. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.
In view of the planned business growth, your directors deem it proper to preserve the resources of the Company for its activities and therefore, do not propose any dividend for the Financial Year ended March 31, 2023.
The amount of loss of Rs. 724.24 Lakhs is transferred from the Reserve and Surplus Account for the year under review.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES
During the year under review the overseas subsidiary company of your company i.e., Inoyo Global Pte. Ltd. has been struck-off and as at March 31, 2023 your company your company does not have any Associates, Joint Venture or Subsidiaries Companies.
SHARE CAPITAL STRUCTURE
The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2023 was Rs. 11,38,01,690/- (divided into 1,13,80,169 equity shares of Rs.10/- each.)
MEETINGS OF THE BOARD
The Board met 7 (Seven) times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms part of this Directors Report.
During the year under review, your company has complied with the applicable Secretarial Standards.
The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.
In conformity with provision of Regulation 34 of SEBI (LODR), Regulations 2015, the required disclosures for the year ended 31st March, 2023 are annexed hereto. The Equity shares of the Company are listed on the BSE Ltd on SME platform.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.
CHANGES IN KEY MANAGERIAL PERSONNEL
During the year under review the following changes took place.
1. Ms. Bhagyashree Goyal, Company Secretary and Compliance officer of the Company has resigned from her position w.e.f. September 24, 2022.
2. Ms. Toshiba Jain, was appointed as Company Secretary and compliance officer of the Company w.e.f. September 24, 2022
3. Ms. Toshiba Jain, Company Secretary and Compliance officer of the Company has resigned from her position w.e.f. March 17, 2023.
4. Ms. Rimpy Ali, was appointed as Company Secretary and Compliance officer of the Company w.e.f. April 25, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and Foreign Exchange earnings / outgo are separately provided in the annexure to the Directors Report as Annexure - A.
HEALTH, SAFETY AND ENVIRONMENT
Safety and occupational health responsibilities are integral to your Companys business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection policy.
The Company has obtained necessary approvals from concerned Government Department / Pollution Control Board.
Pursuant to Section 152 of Companies Act, 2013 Mr. Maqsood Dabir Shaikh shall retire by rotation at the ensuing Annual General Meeting being eligible offers himself for re-appointment.
Mr. Yash Shailesh Gajjar (DIN 10254662) was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. August 29, 2023 who shall hold office upto the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing his appointment as Director. he is proposed to be appointed as an Independent Director for a period of five years i.e., to hold office upto August 29, 2028. The Board of Directors proposes to regularize his appointment by way of passing special resolution.
During the year under review Mr. Anwar Ismail Baig (DIN: 07897576), Mr. Bhavesh Sonesara (DIN: 09104502), Mr. Sunny Narwani (DIN: 09107162) have resigned from the directorships of the company w.e.f. April 26, 2022, May 31, 2022 and 23rd July 2022 respectively.
Further Mr. Parvez Yunus Sayyed (DIN: 09589461), Mr. Paresh Bhupendra Mojidra (DIN: 09664808) and Mr. Mayank Suresh Gala (DIN: 09674051) were, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as additional directors (Independent) under section 161 of the Companies Act, 2013 w.e.f. May 31, 2022, July 23, 2022 and July 23, 2022 respectively. All the independent directors were regularized by the shareholders in the Annual General Meeting held on August 30, 2022 and after the closure of financial year Mr. Paresh Bhupendra Mojidra (DIN: 09664808) resigned from the directorship of the company w.e.f. August 29, 2023.
The requisite particulars in respect of Director seeking appointment and reappointment are given in Notice convening the Annual General Meeting.
The Company has received necessary declaration from each independent director under section149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down in section149(6) of the Companies Act, 2013.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.
Details of policy of appointment and remuneration of directors have been provided in the Corporate Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: a) That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the loss of the Company for the year ended on that date;
c) that 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;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.innovative.in
PARTICULARS OF EMPLOYEES
A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-B to this report.
The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to email@example.com.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013
Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arms length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.
Other details for remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013
During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s Rakhidas Gupta & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as
Annexure - C.
The observations, reservation or qualification marked by secretarial auditor are self-explanatory and do not call for any further comments.
M/s Keyur Shah & Co., Chartered Accountants, an Auditors firm was appointed as Statutory auditors of the company, for the term of 5 (five) consecutive years at the 19th Annual General Meeting held on 27th September, 2019. However after the closure of financial year M/s. Keyur Shah & Co, Chartered Accountants, (Firm Registration No: 141173W) vide their letter dated May 30, 2023 have resigned from the position of Statutory Auditors of the Company, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013, Further, the Board of Directors at its meeting held on 27th June, 2023, as per the recommendation of the Audit Committee, and pursuant to the provisions of Section 139(8) of the Companies Act, 2013, have appointed M/s. Keyur Shah and Associates, Chartered Accountants, (Firm Registration No. 333288W), to hold office as the Statutory Auditors of the Company till the conclusion of this 23rd AGM and have also recommended their appointment for the further period of 5 years from conclusion of 23rd AGM till the conclusion of the 28th AGM of the Company to be held in the year 2028.
The qualification, reservation, adverse remark or disclaimer marked in the Auditors
Report are self-explanatory and do not call for any further comments. The Auditors Report and Financial Statements are enclosed.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at www.innovative.in
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations; 2015 forms part this Directors Report is attached as Annexure - D.
The Fixed Assets and Stocks of your Company are adequately insured.
RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.
The effectiveness of internal controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.
REPORTING OF FRAUD:
During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
During the year, the company has constituted the CSR Committee and framed CSR Policy. But the company has not spent any amount in CSR activities and is still identifying CSR Activities for amount to be spent.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your directors place on records their sincere appreciation for the valuable support and co-operation received from government authorities, Financial Institutions and Banks during the year. Your directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.
Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels.
|BY ORDER OF THE BOARD OF DIRECTORS
|For Innovative Ideals and Services (India) Limited
|Chairman and Managing Director
|Date: August 29, 2023