Your Directors have pleasure in presenting the 24th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2018.
(Rs. in LAKHS)
|PARTICULARS ||YEAR ENDED 31.03.2018 ||YEAR ENDED 31.03.2017 |
|Sales (Excl. Duties and Taxes) ||122.17 ||216.08 |
|Other Income ||0.00 ||0.00 |
|Total Income ||122.17 ||216.08 |
|Total Expenditure ||239.54 ||278.42 |
|Profit Before Depreciation and Taxation ||-26.18 ||-55.05 |
|Depreciation ||44.94 ||48.39 |
|Profit Before Tax ||-18.75 ||-103.44 |
|Tax ||49.66 ||158.71 |
|Net Profit / (Loss) ||-68.42 ||-262.16 |
Your Board would like to bring to your notice that the Company has witnessedsignificant fall in production due to reduction in orders from Tupperware andprofitability during the financial year under review when compared to the last year.
Due to recessionary conditions of market and increasing competition during thefinancial year under review your Company has achieved total net of sales of Rs. 216.08Lakh when compared to last year sales of Rs.166.05 lakh and recorded net loss of Rs.262.16lakh for the financial year 2016-17 when compared to net Loss of Rs.121.52 lakh during theprevious year.
The paid up equity share capital of the Company as on 31st March 2018 isRs.7941400/- 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.
During the Financial Year 2017-18 Your Company has incurred loss hence your Directorsdo not recommend any dividend for the Financial Year 2017-18.
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 the its member and public during the Financial Year.
During the year under review five board meetings were held on 19.05.2017 01.09.201714.09.2017 14.11.2017 and 8.02.2018. The maximum time-gap between any two consecutivemeetings was within the period prescribed under the Companies Act 2013.
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 itsCommittees and each director were circulated to all the members of the Board alongwith the 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 13th February 2017 to evaluatethe performance evaluation of the Chairman the Non Independent Directors the Board andflow of information from management.
In accordance with the provisions of Companies Act 2013 and the Articles ofAssociation of the Company Saraswathi Kovelamudi Director of the Company will retire byrotation and at the ensuing Annual General Meeting and being eligible offers herself 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 and under Regulation 16(b)of the SEBI (Listing obligations and disclosure requirements) regulations 2015.
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 2017-18 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 2017-18 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.
Pursuant to the provisions of Section 139(2) of the Companies Act 2013 At the AnnualGeneral Meeting (AGM) held on September 30 2016 M/s. Ramasamy Koteswara Rao & Co(FRN: 010396S) Chartered Accountants were appointed as the Statutory Auditors of theCompany to hold office from the conclusion of that AGM till the conclusion of the 27th AGM(subject to ratification of the appointment by the members at every AGM held after thatAGM) at such remuneration as may be decided by the Board of Directors. In terms of thefirst proviso to Section 139 of the Companies Act 2013 the appointment of the auditorshall be placed for ratification at every Annual General Meeting.
Accordingly Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The Board of Directors based on the recommendation of the Audit Committee hasreappointed M/s. SVP& Co Chartered Accountants Hyderabad as the Internal Auditors ofthe Company. The Internal Auditors are submitting their reports on quarterly 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:
A Statement of particulars of the conservation of energy technology absorption andforeign exchange earnings and outgoings is given as required under the Companies(Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 isenclosed as ANNEXURE A.
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
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 Mr.Anand Kumar Kasat a practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith as ANNEXURE Cto this report.
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 arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained as per Regulation23 SEBI (LODR) Regulations 2015 for the transactions which are of a foreseen andrepetitive nature. The Company has developed a Policy on Related Party Transactions forthe purpose of identification and monitoring of such transactions.
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.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 isannexed here with as ANNEXURE D to this report.
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.
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 remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters and to frame proper systems for identification appointment ofDirectors & KMPs Payment of Remuneration to them and Evaluation of their performanceand to recommend the same to the Board from time to time. The policy is also posted in theof the companys 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-E. 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.
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 Companys vision. Your Company appreciates the spirit of itsdedicated employees.
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
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 ||Sahu Garapati |
|Date: 14th August 2018 ||Chairman and Managing Director ||Director |
|Place: Hyderabad ||DIN:- 00209436 ||DIN:- 02546999 |