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Innocorp Ltd.

BSE: 531929 Sector: Industrials
NSE: N.A. ISIN Code: INE214B01017
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NSE 05:30 | 01 Jan Innocorp Ltd
OPEN 6.00
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VOLUME 2181
52-Week high 15.58
52-Week low 1.95
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.00
CLOSE 5.99
VOLUME 2181
52-Week high 15.58
52-Week low 1.95
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Innocorp Ltd. (INNOCORP) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2021.

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

PARTICULARS Year Ended 31.03.2021 Year Ended 31.03.2020
Sales (Excl. Duties and Taxes) 48.22 64.74
Other Income 20.28 0.49
Total Income 68.50 65.23
Total Expenditure 65.38 187.70
Profit Before Tax 3.13 (122.46)
Tax (50.72) (9.39)
Net Profit / (Loss) 53.85 (113.07)

COMPANY PERFORMANCE:

Due to recessionary conditions of market and increasing competition during thefinancial year under review your Company has achieved total net of sales of Rs. 48.22Lakh when compared to last year sales of Rs. 64.74 lakh and recorded net profit ofRs.53.85 lakh for the financial year 2020-21 when compared to net Loss of Rs. 113.07 lakhduring the previous year.

SHARE CAPITAL :

The paid-up equity share capital of the Company as on 31st March 2021 isRs. 794.01 lakh During the year under review the Company has not issued shares withdifferential voting rights sweat equity shares or Employee Stock Options.

TRANSFER OF AMOUNT TO GENERAL RESERVE :

No amount has been transferred to reserves during the year.

DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year 2020-21.

FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its member and public during the Financial Year.

BOARD MEETINGS

During the year under review five board meetings were held on 29th June2020 31st August 2020 06th November 2020 23rd December2020 10th February 2021. The maximum time-gap between any two consecutivemeetings was within the period prescribed under the Companies Act 2013.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole itscommittee's and the directors individually in accordance with the provisions of theCompanies Act 2013 and SEBI (LODR) Regulations 2015 in the following manner:

i. Structured evaluation forms as recommended by the Nomination and RemunerationCommittee after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance for evaluation of the performance of the Board itsCommittee's and each director were circulated to all the members of the Board along withthe Agenda Papers.

ii. The members of the Board were requested to evaluate by filling the evaluation formsand the duly filled in evaluation forms were required to be sent to the Company Secretaryin a sealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors the Board initiated adetailed discussion at the concerned meeting on the performance of the Board /Committee/Individual Director and formulated a final collective evaluation of the Board.The Board also provided an individual feedback to the concerned director on areas ofimprovement if any.

A separate meeting of Independent Directors was held on 10th February 2021to evaluate the performance evaluation of the Chairman the Non-Independent Directors theBoard and flow of information from management.

DIRECTORS

In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Mr. Venu Garapati Director of the Company will retire byrotation and at the ensuing Annual General Meeting and being eligible offers himself forre-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they continue to meet with the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013.

Board Meeting held on 13th August 2021 Mr. Prasad VSS Garapati re-appointedas Chairman and wholetime Director of the company w.e.f from 12th February2022.

Board Meeting held on 02nd September 2021 Smt. Lakshmi VVV Garapati asManaging Director of the company Mr. Venu Garapati Change in Designation from ManagingDirector to Non-Executive Director of the company and Mr. Neralla Seshagiri Rao and Mr.Alapati Venkata Narasimha Rao appointed as Independent Directors of the company.

Smt. Saraswathi Kovelamudi Whole Time Director of the company and Mr. VenkaiahDoniparthi & Mr. Subrahmanyam Cherukuri independent Directors of the company resignedon 02nd September 2021

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year 2020-2021 and of the profit or loss of the Company for thatperiod; iii. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. The annual accounts for the year 2020-2021 have been prepared on a going concernbasis.

v. Those proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

AUDITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act 2013 the M/s. M NRao & Associates Hyderabad Appointed as the Statutory Auditors of the Company for aperiod of 5 years to hold office from conclusion of this Annual General Meeting to tillthe conclusion of 32nd Annual General Meeting of the company.

The Company is in receipt of confirmation from the Statutory Auditors that in the eventof his appointment as Statutory Auditors at the ensuing Annual General Meeting suchappointment will be in accordance with the limits specified in Section 141 of theCompanies Act 2013.

INTERNAL AUDITOR:

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s. Padarthi and Associates Chartered Accountants Hyderabad as theInternal Auditors of the Company. The Internal Auditors are submitting their reports onquarterly basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as ‘AnnexureA' to this report.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of Regulation 34(2) (e) of SEBI(LODR)Regulations2015 areport on Management Discussion & Analysis is set out as an ANNEXURE B

SECRETARIAL AUDIT

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 hasappointed M/s. P.S.Rao & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as ANNEXURE Cto this report.

SUBSIDIARIES:

During the financial year under review we did not have any subsidiary or joint ventureor associate company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company. The particulars of contracts or arrangements with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 is referred inNotes to Accounts.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 as amended from timeto time the Annual Return of the Company as on 31st March 2021 is available on theCompany's website and can be accessed at www.innocorpltd.com.

RISK MANAGEMENT:

Pursuant to the provisions of section 134 (3) (n) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Accounts) Rules 2014 (includingany statutory modification(s) or re-enactment thereof for the time being in force) and asper SEBI (LODR) Regulations 2015 the Risk management is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is Not applicable to theCompany.

CORPORATE GOVERNANCE:

Since the paid up capital of the Company is less than Rs. 10 Crores and the net worthof the Company is less than Rs.25 Crores the provisions of Regulations 17 to 27 andclauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C D & E of ScheduleV of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the Company.

VIGIL MECHANISM :

Pursuant to the provisions of section 177 (9) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (meetings of board and its powers)Rules 2014 (including any statutory modification(s) or re-enactment thereof for the timebeing in force) and SEBI(LODR)Regulations2015 the company has a Whistle Blower Policyframed to deal with instance of fraud and mismanagement if any in the group and alsoposted on the website of the Company.

NOMINATION & REMUNERATION POLICY

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andto recommend a policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters and to frame proper systems for identification appointment of Directors& KMPs Payment of Remuneration to them and Evaluation of their performance and torecommend the same to the Board from time to time. The policy is also posted in the of thecompany's website.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as ANNEXURE-D. In terms of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Company does not have any employee who is employed throughout the financial year andin receipt of remuneration of 102 Lakhs or more or employees who are employed for part ofthe year and in receipt of 8.5 Lakhs or more per month.

HUMAN RESOURCES:

The Company considers its Human Resources as the key to achieve its objectives. Keepingthis in view your Company takes utmost care to attract and retain quality employees. Theemployees are sufficiently empowered and such work environment propels them to achievehigher levels of performance. The unflinching commitment of the employees is the drivingforce behind the Company's vision. Your Company appreciates the spirit of its dedicatedemployees.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :

The Company strongly supports the rights of all its employees to work in an environmentfree from all forms of harassment. The Company has adopted a Policy on PreventionProhibition and Redressal of Sexual Harassment at workplace as per the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the Rules made thereunder. The policy aims to provide protection to Employees at theworkplace and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where Employees feel secure. The Company has also constituted an InternalCommittee known as Anti Sexual Harassment Committee to address the concerns andcomplaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year

ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation and gratitude for the continuoussupport and assistance extended by all the Statutory Authorities. The Board also extendsits heartfelt gratitude to the Creditors and Shareholders for the confidence reposed bythem in the Company. Your Directors also place on record their sincere appreciation forthe continued contributions made by the employees at all levels.

By order of the Board

For INNOCORP LIMITED

Sd/- Sd/-
Prasad V S S Garapati Lakshmi VVV Garapati
Chairman and Wholetime Director Managing Director
DIN:-00209436 DIN:- 00394662
Place: Hyderabad
Date : 02.09.2021

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