Innovative Tyres Director Discussions


To,

The Members

Innovative Tyres & Tubes Limited

Your Board of Directors present the 28th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2023. The members are informed that the Honble National Company Law Tribunal, Ahmedabad Bench, ordered the Commencement of Corporate Insolvency Resolution Process vide NCLT order No. C.P (I.B) No. 261/NCLT(AHM)2021, Dated: 28.03.2022 (CIRP Process Commencement Date). The NCLT had, pursuant to the Admission Order, appointed an Interim Resolution Professional (IRP) for the Corporate Debtor vide its order of even date. In terms of the admission order, inter alia, the management of the affairs of the Corporate Debtor was vested with the IRP. Subsequently, the Committee of Creditors ("CoC") appointed the IRP as the Resolution Professional (RP) to manage the day-to-day affairs of the Company. On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.

In accordance with the provisions of the Code, resolution plan in respect of the Company was received by the RP. The CoC of the Company, in their meeting held on December 31, 2022 had approved the Resolution Plan submitted by M/s. Ten on Ten Rubtech Private Limited ("Successful Resolution Applicants") which was subsequently submitted to the Honble NCLT in accordance with Section 30(6) of the Code.

The Honble NCLT, Ahmedabad bench, vide its order dated August 09, 2023 approved the Resolution Plan submitted by the Successful Resolution Applicant. A new Board was constituted on August 09, 2023 and a new management was put in place.

The approved Resolution Plan is binding on the Company and its employees, members, creditors, including the Central Government, any State Government or any local authority to whom a debt in respect of the payment of dues arising under any law for the time being in force, such as authorities to whom statutory dues are owed such as guarantors and other stakeholders involved in the Resolution Plan.

The newly constituted Board of Directors were not in office for the period to which this report pertains. During the period of the CIRP i.e. from March 28, 2022 till August 09, 2023, the IRP/RP was in-charge of the affairs of the Operations of the Company. The newly constituted Board is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The newly constituted Board is not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the financial year under review.

FINANCIAL RESULTS

The Companys financial performance for the year ended March 31, 2023 is summarized below:

( in Lakhs)

Particulars Year ended 31st Year ended 31st
March 2023 March 2022
Revenue from Operations 162.44 5,156.99
Other Income 24.39 204.51
Total Revenue 186.83 5,361.50
Total expenses 6,327.67 11,272.53
Profit/(Loss) before taxation and extraordinary items (6,140.83) (5,911.03)
Add: Extraordinary items - -
Profit /(Loss) before taxation (6,140.83) (5,911.03)
Less: tax expense (including adjusted deferred tax) 847.18 17.02
Profit /(Loss) after tax (5,293.65) (5,894.01)
EPS (Basic) (29.42) (32.76)
EPS (Diluted) (29.42) (32.76)

STATEMENT OF COMPANIES AFFAIRS

During the year under review the total turnover from operations was 162.44 lakhs as against the last years turnover of 5156.99 lakhs. The revenue reduced drastically due to discontinuation of manufacturing operations during CIRP period. During the year, the company recorded a net loss of 5293.65 lakhs as against the previous years net loss of 5894.01 lakhs.

In accordance with the provisions of the Insolvency and Bankruptcy Code, the Company was admitted to undergo CIRP pursuant to the Order of the Honble NCLT, Ahmedabad Bench, on March 28, 2022.

The Honble NCLT, Ahmedabad Bench vide its Order dated August 09, 2023 has approved the Resolution Plan submitted by the Successful. Resolution Applicants. Pursuant to the approval of the Resolution Plan, the new management has taken over the management of the operations of the Company. It is to be noted that during the CIRP period (i.e. between March 28, 2022 till August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company.

DIVIDEND

Considering the loss during the current financial year, your directors unanimously decided not to propose any dividend for the financial year ended March 31, 2023.

TRANSFER TO RESERVE

During the year under review, the Company does not have profits, hence not proposed any amount to be transferred to General Reserve for the financial year ended 31st March, 2023.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries. Further in case of consolidation of associate concern, the Company is falling within the exemption of AS-23 hence; there is no need to prepare consolidated financial statement for the financial year 2022-23.

LISTING WITH STOCK EXCHANGE

The Equity Shares of your Company are listed on the EMERGE platform of National Stock Exchange of India Limited ("NSE"). The Company had paid Annual Listing fees to the stock exchange for the Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENT:

There have not been any material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023 due to the company is not in operations.

Pursuant to the Order dated August 09, 2023 passed by the Honble NCLT, Ahmedabad bench, the following events took place;

(I) Constitution of New Management: The new management has w.e.f. August 17, 2023 being the effective date, taken control of the operations of the Company.

(ii) Reconstitution of the Board of Directors: Consequent to the NCLT Order dated August 09, 2023, all the Directors as of the date of the order were deemed to have vacated/resigned from their office. New Board was re-constituted on August 09, 2023 consisting of Mr. Munish Chawla, Mr. Robin Chawla and Mr. Ramesh Chander Chawla.

(iii) Implementation of Resolution Plan: The Resolution Plan envisages amongst other things, Reduction in the existing Share Capital of the Company, Consolidation of the Equity Shares of the Company, fresh issue and allotment of Equity Shares to the Resolution Applicants. Since the order approving the Resolution Plan was passed on August 09, 2023 and the effective date for taking over the management of the Company by the Resolution Applicants was August 09, 2023, the impact of the Resolution Plan shall be given effect in the half yearly results of the financial year 2023-24. Further, there is a difference in promoter shareholding as per resolution plan and as on the date of the NCLT order (dated August 09, 2023) the Monitoring Committee Chairman has filed Interlocutory application before the NCLT, Ahmedabad for modification so the Reduction in the existing Share Capital of the Company, Consolidation of the Equity Shares of the Company, fresh issue and allotment of Equity Shares to the Resolution Applicant can take place.

(v) Constitution of Implementation and Monitoring: As provided for in the approved Resolution Plan the Implementation and Monitoring Committee was constituted on August 16, 2023, comprising of three members viz. the erstwhile Resolution Professional (redesignated as the Chairperson to the Implementation & Monitoring Committee), one member from Secured Creditors and one member from Resolution Applicant. The Company being Corporate Debtor is in the process of making payments to the Operational creditors, Financial Creditors, CIRP Cost, Employee dues as per the Resolution plan approved by the Honble NCLT, Ahmedabad Bench.

The Resolution Applicants shall be liable to make the payment towards only the liabilities assumed in the Resolution Plan and only for the specifically accepted amount as per the proposed Resolution Plan. No crystalized or contingent Liabilities as on the Resolution Plan approval date shall be payable which has not been specifically accepted and provided for in the Resolution Plan. All payment proposed against deemed assumed Liabilities, contingent Liabilities, disputed Liabilities and such other liabilities shall be considered as full and final amount payable towards such liabilities. No further claims or litigation shall be admissible against the Corporate Debtor or Resolution Applicants for any such Liabilities stated herein. No liabilities shall be admissible which has not specifically been assumed under the Resolution Plan. Further any liability crystallizing out of the contingent liabilities or disputed legal cases of the Company or any other unknown or unclaimed liability pertaining to a transaction or incident dating to a period prior to the Insolvency commencement date or during the CIRP which does not find a place in the approved Resolution Plan, shall be deemed to have lapsed/extinguished on the approval of the Resolution Plan and the Company shall be deemed to have been duly discharged from all legal liability arising from such antecedent claims. Hence no fresh claims shall be entertained by the company in future and all outstanding liabilities shall be deemed to be extinguished.

RISK MANAGEMENT:

During the year, all the risk related to compliance and activity in relation to Corporate Insolvency Resolution Process has been managed by Resolution Professional.

The new management of the Company shall review the existing risk management policy and lay down defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. Management is yet to set up exercises to be carried out to identify and evaluate, manage and monitor various risk. However, constitution of Risk Management Committee is not applicable as it is applicable to top 500 listed companies only.

EXTRACT OF ANNUAL RETURN

In accordance with the Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company as on March 31, 2023 in the prescribed format is available on the Companys website. The web-link as required under the Act is as under: LINK:https://www.innovativetyres.com/investorfirelations/announcements/innovativedraftAnnualReturnFY2022-23

SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act, 2013, other applicable provisions of the Act, the Companies (Appointment and Managerial Personnel) Rules, 2014, the Board of Directors at their meeting held on 19th May, 2022 appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor of the company for the F.Y. 2022-23. The Secretarial Audit Report is attached as

Annexure – 1.

CORPORATE GOVERNANCE

Your company has incorporated the appropriate standards of corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company being SME listed company, is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance report to stock exchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, company is giving report on corporate governance in Annual Report of the company. Corporate Governance Report is as per Annexure – 2. The requisite Certificate has been obtained from M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara is attached to Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 the Management Discussion and Analysis Report is attached as Annexure – 3 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the financial year 2022-23 in terms of Chapter V of the Companies Act, 2013. However, there are some advances received from the customers against supply of materials which are lying unadjusted over one year. The delay in supplying of materials was on account discontinuance of manufacturing operations during the CIRP period. Further, the Company is not having any unpaid or unclaimed deposits at the end of the financial year.

INTERNAL FINANCIAL CONTROL SYSTEM

Pursuant to the taking over of the operations of the Company by the new management, the Company is putting in place a framework for Internal Financial Controls, commensurate with the size, scale and complexity of the Companys operations.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following directors:

Sr. No. Name of Directors/KMP Designation
1. Mr. Mukesh Desai Non-Executive Chairman (upto 09-08-2023)
2. Mr. Keyoor Bakshi Independent Director (upto 09-08-2023)
3. Dr. Mrs. Kalpana Joshipura Independent Director (upto 09-08-2023)
4. Mr. Munish Chawla Managing Director (w.e.f. 09-08-2023)
5. Mr. Robin Chawla Non-executive Director (w.e.f. 09-08-2023) and Director & CFO (w.e.f. 10-11-2023)
6. Mr. Ramesh Chander Chawla Non-executive Director (w.e.f. 09-08-2023)
7. Mr. Umesh Ved Independent Director (w.e.f. 10-11-2023)
8. Ms. Jasmin Doshi Independent Director (w.e.f. 10-11-2023)
9. Mrs. Roshni Chawla Non-Executive Director (w.e.f. 10-11-2023)
10. Mrs. Shweta Pankaj Sharma Company Secretary & Compliance Officer (w.e.f. 10-11-2023)

During the year the company was under CIRP and during the CIRP period (i.e. between March 28, 2022 till August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company.

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met 4 (four) times i. e. on May 19, 2022, August 18, 2022, August 31 2022 and November 14 2022. Details of Directors presence in each board meeting is mentioned below:

Name of Directors Number of Meetings attended / Total Meetings held during the F.Y. 2022-23.
Mr. Mukesh Desai 04/04
Mr. Keyoor Bakshi 03/04
Dr. Mrs. Kalpana Joshipura 04/04

STATUTORY AUDITORS

The Board of Directors of the Company at their meeting held on 26th October, 2023 proposed, subject to approval of shareholders, the appointment of M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048), as Statutory Auditors of the Company, to hold office for the balance Period of four years in their second term i.e. from the conclusion of ensuing Annual General Meeting up to the conclusion of 32nd Annual General Meeting of the Company. M/s Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W/W100048), have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors Report for financial year 2022-23 contains qualification, reservation. These were because during the financial year 2022-23 the company was under Corporate Insolvency Resolution Process and Mr. Abhishek Nagori was appointed as the Interim Resolution Professional ("IRP") and subsequently Resolution Professional ("RP") in term of the Insolvency and Bankruptcy Code,2016 ("Code") to manage the affairs of the Company as per the provisions of the Code.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143_12_ OF THE COMPANIES ACT, 2013

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

COST AUDITORS

The Company has not appointed the Cost Auditor to conduct the Cost Audit for the financial year 2022-23, as per Section 148 of Companies Act, 2013 due to no production envisaged during the year as the Company was under Corporate Insolvency Resolution Process.

The Company had appointed the Cost Auditor to conduct the Cost Audit for the financial year 2021-22, M/s. V. P. & Associates, Cost & Management Accountants, Vadodara.

The Cost Audit Report for the financial year 2021-22, issued by M/s. V. P. & Associates, Cost & Management Accountants, Vadodara as prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs after due date on 10th February, 2023. The Cost Auditors Report for the financial year 2021-22 did not contain any qualifications and reservation or adverse remark.

SECRETARIAL AUDITORS

Board of Directors at their meeting held on 19th May 2022 appointed M/s. Swati Bhatt & Co., Practicing Company Secretary, Vadodara as Secretarial Auditor to conduct the secretarial audit for the financial year 2022-23. Secretarial Audit Report for financial year 2022-23 is attached to this report as Annexure - 1.

INTERNAL AUDITOR:

M/s Khode & Associates, Chartered Accountants, has been appointed as the Internal Auditors of the Company for FY 2023-24 to conduct the Internal Audit on the basis of detailed Internal Audit Plan.

STATEMENT ON IMPACT OF AUDIT QUALIFICATIONS _FOR AUDIT REPORT WITH MODIFIED OPINION_

The Impact of Audit Qualifications (for audit report with modified opinion) for financial year 2022-23 is attached to this report as Annexure - 5.

BOARDS COMMENT ON THE INDEPENDENT AUDITORS REPORT

In the Report of the Independent Auditors for the year ended March 31, 2023, forming part of this Annual Report, the Auditors have given following observations: -

1) Clause (i) (A) of the Annexure 1 to the Independent Auditors Report.

2) Clause (5) of the Annexure 1 to the Independent Auditors Report.

3) Clause (vi) of the Annexure 1 to the Independent Auditors Report.

4) Clause (vii)(a) and(b) and (ix) (a) of the Annexure A to the Independent Auditors Report.

5) Clause (xiv) of the Annexure A to the Independent Auditors Report.

In relation to the observations referred above, the point wise submissions are as under:

1. During the year under review the Company has not maintained proper records of fixed assets showing full particulars including quantitative details and situation of property, plant and equipment. However, since the new management has taken charge and will ensure the maintenance in coming period.

2. During the year under review, the Company has not accepted any deposits. However, there are some advances received from the customers against supply of materials which are lying unadjusted over one year. The delay in supplying of materials is on account of the pandemic and halting of operations. Subsequent to that the company was in CIRP for the full financial year. Now as per the Honble NCLT order, the SRA is making payment as per implementation of Resolution Plan.

3. During the year under review the operations were closed and the company was having only limited number of employees during the CIRP period. However, since the new management has taken charge and will ensure the maintenance in coming period.

4. Due to liquidity issue, the Company has not paid the undisputed statutory dues and the loan liabilities. Other observations and opinions of the Statutory Auditors in their report are self-explanatory.

5. Due to halting of operations and liquidity issue, the Company could not got done its internal audit.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

SHARE CAPITAL

The Companys issued and paid up Share Capital is 17,99,15,610/- divided into 1,79,91,561 fully paid up Equity shares of 10/- each. Proposed Reduction & Consolidation of Equity Shares as per Resolution Plan: Pursuant to the Resolution Plan approved by the Honble NCLT, Mumbai Bench, vide its Order dated August 09, 2023 the Equity Share Capital of the Company shall stand reduced from the existing 17,99,15,610/- to 10,01,00,000/- and the equity shares of the Company shall be consolidated from the existing into 1,79,91,561 Equity Shares of 10/- each to 5,10,000 Equity Shares of 10/- each by cancelling promoters shareholding and the Resolution Applicant and/or its nominees shall be issued 95,00,000 equity shares of 10/- each aggregating 9,50,00,000/- as equity capital infusion.

The process of restructuring of share capital, as proposed in Approved Resolution Plan, could not be commenced because there is a discrepancy in number of public and promoter shareholding as on the date of order of the honourable NCLT order and as per the Approved Resolution plan. The public shareholding has increased by 9,87,000 equity shares and promoter shareholding has decreased by 9,87,000 equity shares. As on the date of NCLT order approving the Resolution Plan, i.e. 09.08.2023, the equity shares held by Promoters/Associates/Group were reduced to 25,19,104 equity shares and not 35,06,104 equity shares as stipulated in the Approved Resolution Plan. Further, As on the date of NCLT order approving the Resolution Plan, i.e. 09.08.2023, the public shareholding was increased to 1,54,72,457 equity shares from 1,44,85,457 equity shares as stipulated in the approved Resolution Plan. In order to make correction in the order dated August 09, 2023, an Interlocutory Application has been filed with the Honorable NCLT Ahmedabad Bench by the Resolution Professional on 01-November 2023.

FRESH ISSUE OF EQUITY SHARES

Fresh issue of equity shares:

Post reduction of Equity Share Capital and Consolidation of existing Equity Shares, 95,00,000 fresh Equity Shares of the Company will be issued and allotted to the Resolution Applicants and its affiliates at a price of 10/- each.

CHANGES IN SHARE CAPITAL

During the year under review, your company has not issued any shares or shares with different rights, sweat equity shares or employee stock options.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(g) of the Companies Act, 2013, no loans, guarantees and investments other than trade investments have been made under section 186 of the Companies Act, 2013 in the earlier years as well as during the year under review.

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act, 2013, no related party transactions were entered into during the financial year ended 31st March, 2023 hence disclosure under Form AOC-2 not required. The Board has approved a policy for related party transactions which has been updated on the Companys website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 is http://www.innovativetyres.com/investorfirelations/policies_programme

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES _CSR_

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per provisions of Section 135 of Companies Act, 2013 to spend in various CSR initiatives as provided under schedule VII of the Companies Act, 2013 and rules made thereunder.

However due to losses su_ered, the company has not spent on any CSR activities/projects. However, your Company is enthusiastic to serve the society at large, which it will do in the coming years.

DISCLOSURE OF COMPOSITION OF COMMITTEE

In view of suspension of all the directors during the CIRP period by virtue of NCLT Order dated March 28, 2022 the committees viz. Audit Committee, Stakeholders Committee, Nomination and remuneration committee etc. were not functioning. However, after NCLT order approving Resolution Plan on 09/08/2023, the Resolution Applicant appointed Independent Directors & reconstituted the committees w.e.f. 10th November, 2023 as under.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, the company has re-constituted Audit Committee. Composition of Audit Committee is as follows.

The Audit Committee of the company reconstituted with Two Independent Directors and one Non-Executive Director of the company w.e.f. 10th November, 2023. All the Directors have good understanding of Finance, Accounts and Law.

Name of Member Category
Mr. Umesh Ved Chairman to the Committee
Ms. Jasmin Doshi Member to the Committee
Mr. Ramesh Chander Chawla Member to the Committee

Mrs. Shweta Pankaj Sharma, Company Secretary acts as a Secretary to the committee.

BRIEF DESCRIPTION OF TERMS OF REFERENCE: a) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; b) Approval or any subsequent modification of transactions of the Company with related parties; c) Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; d) Evaluation of internal financial controls and risk management systems; e) Monitoring the utilisation of proceeds of a public issue, rights issue and preferential issue etc. before submitting the same to Stock Exchanges; f) Examination of the Financial statements

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

As per the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 the Company has re-constituted its Nomination & Remuneration Committee inducting the following members w.e.f. 10th November 2023.

Name of Member Category
Mr. Umesh Ved Chairman to the Committee
Ms. Jasmin Doshi Member to the Committee
Mr. Ramesh Chander Chawla Member to the Committee

Mrs. Shweta Pankaj Sharma, Company Secretary acts as a Secretary to the committee.

The brief contents of Nomination & Remuneration Policy of the Company prepared in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 are provided in Corporate Governance Report. Minutes of Nomination & Remuneration Committee meeting are reviewed by the Board of directors.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

In compliance with section 178 of the companies Act 2013 & Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 The Company has reconstituted a Nomination & Remuneration Committee of the Board. All members of the committee are non-Executive Directors and two of them are Independent Directors. The terms of reference of Nomination and Remuneration Committee ("the Committee") would inter alia include:

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and/or removal.

To carry out the evaluation of every Directors performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a director.

To recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. Such Remuneration policy shall be disclosed in the Annual Report of the Company.

To review and recommend, subject to the Shareholders approval, the remuneration of the Managing Director and other Whole-time/ Executive Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE

To solve the investors grievances, company has re-constituted Stakeholders/Investor Grievance Committee w.e.f. 10th November, 2023. The Chairperson of this Committee is non-executive director pursuant to the provisions of Regulation 20 of SEBI (LODR) Regulations, 2015.

Composition of Committee is as follows:

Name of Member Category
Ms. Jasmin Doshi Chairperson to the Committee
Mr. Umesh Ved Member to the Committee
Mr. Ramesh Chander Chawla Member to the Committee

Familiarization Programme: All the Independent Directors were suspended during the Financial Year 2022-2023 So, familiarisation programme was not conducted.

VIGIL MECHANISM

In compliance with the requirement of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for Directors, employees and other stakeholders to report genuine concerns has been established. The same has been uploaded on the website of the Company i.e. www.innovativetyres.com

THE DISCLOSURES PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197_12_ OF THE COMPANIES ACT 2013 READ WITH RULE 5 _1_ OF THE COMPANIES _APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL_ AMENDMENT RULES, 2016:

The Disclosure pertaining to remuneration as required under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is provided as Annexure – 4.

DIRECTORS RESPONSIBILITY STATEMENT

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP (i.e. between March 28, 2022 to August 09, 2023), Resolution Professional was entrusted with and responsible for the management of the affairs of the Company. The Reconstituted Board is submitting this report in compliance with the Companies Act, 2013 and Listing Regulations and the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period under review. The Reconstituted Board of Directors have been appointed only since August 09, 2023.

Consequently, the Reconstituted Board has only a limited overview of the effectiveness of the internal financial and other controls of the Company for the financial year 2022-23.

Accordingly, pursuant to Section 134(5) of the Act, the Reconstituted Board of Directors, based on the knowledge/ information gained by them, about the affairs of the Company, in a limited period of time and based on understanding of the then existing processes of the Company and to the best of their knowledge state that: I. In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii. We 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 as at March 31, 2023 and of the loss of the Company for the year ended on that date; iii. 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 annual financial statements for the financial year ended March 31, 2021have been prepared on a ‘going concern basis; Internal financial controls have been laid down to be followed by the Company and such financial controls are adequate and are operating effectively, and vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BOARD EVALUATION

In view of suspension of all the directors during the CIRP period by virtue of NCLT Order dated March 28, 2022 the Board Evaluation was not held during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review no operations took place.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations. However, the Hon ble NCLT, Ahmedabad bench, has passed an Order dated 9th August 2023 approving the Resolution Plan submitted by M/s Ten on Ten Rubtech Private Limited for revival of the Company.

MATTER LISTED WITH NCLT

An application was filed against Innovative Tyres & Tubes Limited under Section 9 of Insolvency and Bankruptcy Code, 2016 before the Honble NCLT Ahmedabad with a prayer to commence the Corporate Insolvency Resolution Process (CIRP). The said application for initiation of Corporate Insolvency Resolution Process (CIRP), has been admitted by Honble National Company Law Tribunal (NCLT), Ahmedabad Bench (Honble NCLT/Honble Adjudicating Authority) vide its order dated 28th March 2022. Under the IBC proceedings, the powers of the Board were suspended with effect from 28th March, 2022. The NCLT order also provided for a moratorium with effect from 28th March 2022 till the completion of the Corporate Insolvency Resolution process (CIRP) or until it approves the resolution plan or passes an order for liquidation of the company, whichever is earlier.

Subsequently the Hon ble NCLT, Ahmedabad bench, has passed an Order dated 9th August 2023 approving the Resolution Plan submitted by M/s Ten on Ten Rubtech Private Limited for revival of the Company, thereby the Company has come out of the CIRP

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER WORKPLACE _PREVENTION, PROHIBITION AND REDRESSAL_ ACT, 2013

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, the Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013: a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review. b) No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report. c) There was no change in the nature of business during the year under review. d) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required. e) The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, Financial Institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors thanks the customers, clients, vendors, other business associates, Auditors, RTA and members for their continued support in the Companys growth.