Innoventive Venture Ltd Directors Report.

DIRECTORS

To,

The Members of,

Innoventive Venture Limited, Pune

The Directors hereby present the report on business and operations of the Company for the year ended 31st March, 2014.

Financial Results

(Rs. in Lacs)
Particulars Year ended 31.03.2014 Year ended 31.03.2013
Turnover / Income 0.00 0.00
Other Income 0.00 0.00
Total Expenditures (Including extra-ordinary item) 119.47 63.83
Interest and Finance Cost 11.34 25.57
Depreciation 0 0
Profit Before Tax (130.72) (89.40)
Provision for Tax 0 0
Profit After Tax (130.72) (89.40)

Note- Figures in bracket indicate negative figures.

SUBSIDIARY COMPANIES

The Company has following one subsidiary within the meaning of Section 4(1)(b)(ii) of the Companies Act, 1956.

• Highbrow Investments Pvt Ltd(99.99% holding)

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies.

Dividend

Your Directors don’t recommend any dividend for the financial year ended March 31, 2014.

Management’s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statement

In accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statements read with AS 23 on Accounting for Investments in Associates, the audited consolidated financial statement is provided in the Annual Report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars of employees are set out below.

Name, Designation, Qualification & Age Date of Joining Experience Gross Remuneration (Rs. In Lacs) Previous Employment Designation Details of Shareholding
Name & Designation: Mr. O. K. Balraj Managing Director 05.11.2012 Over 30 years 125 Escorts Group, Group CFO / Director NIL
Qualification: Chartered
Accountant
Age: 58 years

Directors

In terms of the Articles of Association of the Company Mr. Pradeep Tupe retire at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

At present, your Company has 3 (Three) Non-Executive Directors who are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

During this Annual General Meeting, it is proposed to confirm the appointment of all the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation.

Deposits

Your Company has not accepted any public deposits during the year under review.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

Auditors

M/s. R. Kabra & Co, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. R. Kabra & Co, Chartered Accountants, Mumbai that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory. The Reply to the comments of Auditors Report is detailed under separate head in the Director’s Report. M/s. R. Kabra & Co, Chartered Accountants, Mumbai retire and, being eligible, offer themselves for appointment.

The Board of Directors recommends their appointment.

Energy, Technology and Foreign Exchange

As the Company’s operations do not involve any manufacturing or processing activities, the particulars as per Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1998 regarding conservation of energy and technology absorption, are not applicable.

The foreign exchange earnings and outgo during the year is NIL.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departure from the same;

2. the Directors 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, 2014 and of the Loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts of the Company on a ‘going concern’ basis.

Cautionary Statement

Your Company has taken due caution while preparing this Annual Report (‘the Report’). The Report may contain futuristic or forward looking statements, which the management believes to be true to the best of their knowledge. However, actual results may differ from those mentioned in the Report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, Companys, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on Behalf of the Board of Directors
Place: Pune O. K. Balraj Ramprasad Joshi
Date: 14th August, 2014 Managing Director Director