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Innovana Thinklabs Ltd.

BSE: 535036 Sector: IT
NSE: INNOVANA ISIN Code: INE403Y01018
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Innovana Thinklabs Ltd. (INNOVANA) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the 03rd Board's Reportof your Company together with the Standalone and Consolidated Audited Statement and theAuditors' Report of your company for the Financial Year ended 31st March 2018.

1. FINANCIAL HIGHLIGHTS:

(Amt. in Lacs)

Particulars 2017-2018 2016-2017
Revenue from Operations 3082.89 1550.69
Other Income 37.71 25.52
Finance Income 9.82 1.04
Total Income 3130.42 1577.26
Expenses 2034.84 1461.41
Net Profit Before Exceptional Items and Tax 1095.57 115.85
Exceptional Items 31.01 --
Net Profit Before Tax 1064.56 115.85
Current tax 312.64 37.81
Deferred Tax (5.37) 6.06
Net Profit After Tax 757.29 71.98
Comprehensive Income for the Year Net of Tax (5.07) --
Profit For the Year 752.22 71.98

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

Pursuant to section 134(2)(i) of the companies Act 2013 The Key highlights pertainingto the business of the company for the year 2017-18 as comparison to previous financialyear have been given hereunder: ? Total revenues earned during the Financial Year 2017-18amounted to Rs. 3082.89 Lakhs as compared to Rs. 1550.69 Lakhs in the previous FinancialYear 2016-17.

- The total expenses of the Company during the Financial Year 2017-18 was Rs. 2034.84Lakhs against the expenses of Rs. 1461.41 Lakhs in the previous Financial Year 2016-17.

- The Profit after tax is Rs. 752.22 Lakhs for the Financial Year 2017-18 as compare toRs. 71.98 Lakhs in the previous Financial Year 2016-17.

- The Earning per Share (EPS) of the company is 18.35 per share in comparison to theprevious Financial Year 2016-17 which was 35.99 per share.

3 . DIVIDEND:

Our Company has made profits for the Financial Year 2017-18 but in order to ease theoperations of the business and to strengthen the financial position the Company ploughback of the profits and therefore the directors are not recommending any dividend for theFinancial Year 2017-18.

4. AMOUNTS TRANSFERRED TO RESERVES:

Pursuant to provisions of Section 134(3) (j) of the Companies Act 2013 the companyhas transferred Rs. 3 crores from retained earnings of the company to General ReserveAccount of the company during the year under review.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 is not applicable as therewas no dividend declared and paid last year.

6. CONVERSION OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

The company PCVARK Software Private Limited was originally incorporated as privatelimited company under the Companies Act 2013 having CIN No.U72900RJ2015PTC047363 on dated13th April 2015 in Jaipur Rajasthan.

Subsequently Pursuant to provisions of section 13 14 15 18 and other applicableprovision of the companies act 2013 after getting members approval in the Extra OrdinaryGeneral Meeting of the company held on 14th June 2017 the company getconverted from private limited to public limited company and consequent the which name ofthe company has been changed from "PCVARK SOFTWARE PRIVATE LIMITED" to"PCVARK SOFTWARE LIMITED" and consequently the word "Private" will bedeleted from the name of the Company and the same was approved by Registrar of CompaniesRajasthan vide its Certificate dated 27th June 2017.

7. CHANGE IN NAME OF THE COMPANY:

Pursuant to provisions of section 13 14 15 18 and other applicable provision of thecompanies act 2013 the company get converted from private limited to public limitedcompany and consequent the which name of the company has been changed from "PCVARKSOFTWARE PRIVATE LIMITED" to "PCVARK SOFTWARE LIMITED" after gettingmembers approval in the Extra Ordinary General Meeting of the company held on 14thJune 2017.

Further pusuant to section 13 (1) read with section 4 and other applicable provisionsif any of the Companies Act 2013 (including any statutory modification or re-enactmentthereof for the time being in force) Name of the company has been changed from"PCVARK SOFTWARE LIMITED" to "INNOVANA THINKLABS LIMITED" aftergetting members approval in the Extra Ordinary General Meeting of the company held on 24thAugust 2017.

8. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY:

INCREASE IN AUTHORISED SHARE CAPITAL:

The Authorised Equity Share Capital of the Company has been increased from 2000000(Rupees Twenty lakhs) which is divided into 200000 Equity shares of Rs. 10/- Each to Rs.50000000/- (Rupees Five Crore Only) Divided into 5000000 Equity Shares of Rs. 10/- eachupon passing of resolutions in the Extra Ordinary General Meeting held on 14th June 2017.

9. INDIAN ACCOUNTING STANDARDS:

The Ministry of Corporate Affairs (MCA) notified its phase-wise roadmap for theadoption of Indian Accounting Standards (Ind AS) converged with the InternationalFinancial Reporting Standards (IFRS) vide its notification dated February 16 2015announcing the Companies (Indian Accounting Standards) Rules 2015 for the application ofInd AS. Accordingly The Company has adopted Ind AS with effect from 1st April 2017.

We believes in highest standards of Corporate Governance and recognizes that FinancialStatements are an important source of information to the Shareholders and otherStakeholders.

10. MATERIAL CHANGES AND COMMITMENTS:

Pursuant to section 134(3)(l) of the Companies Act 2013 There are no material changeshave occurred between the end of the financial year of the Company to which the financialstatements relates and the date of the report which is affecting the financial positionof the Company:

11. INCREASE IN ISSUED SUBSCRIBED AND PAID-UP SHARE CAPITAL:

1. The company has issued 1400000 Equity shares of Rs. 10 Each as bonus shares in theSecond Annual General Meeting of the company held on 06th July 2017 to theexisting shareholders in the ratio of 7:1 by way of capitalization of profits of thecompany.

2. The company has issued 1400000 Equity shares of Rs. 10/- Each by way ofpreferential allotment at a premium of Rs. 1/- Each in the Extra Ordinary General Meetingof the company held on 24th August 2017.

3. The company has issued 1100000 Equity shares of Rs. 10/- Each to the public by wayof Initial Public Offer (I.P.O.) at a premium of Rs. 60/- per share aggregating 770 Lakhspursuant to resolution passed in the Board of Directors meeting held on June 29 2017 andapproved by Shareholders of the Company by a passing special resolution pursuant toSection 62(1)(c) of the Companies Act 2013 at the Annual General Meeting held on July06 2017 and the issue was opened on dated November 29 2017 and closed on December 042017.

LISTING OF EQUITY SHARES:

The company had come out with a public issue of 1100000 Equity Shares of Rs. 10/-each for Rs. 70 each including a share premium of Rs. 60 per equity share aggregating 770Lakhs. The IPO was a huge success and the resulting shares have been listed on the NSEEMERGE platform of NSE Mumbai.

12. NEW SET OF ARTICLES OF ASSOCIATION:

The Company after obtaining necessary approval of the Members at the Extra OrdinaryGeneral Meeting held on 14th June 2017 got converted from private limited topublic limited and at the same meeting has adopted new set of Articles of Association.

13. EXTRACT OF ANNUAL RETURN:

An Extract of Annual Return as required under the Companies Act 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 in Form MGT-9 is annexed in"ANNEXURE-A" attached herewith.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 during the year are given in "ANNEXURE-B"forming part of this report.

15. PARTICULARS OF EMPLOYEES:

Pursuant to Section 197(12) of the companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining such details enclosed as per

" ANNEXURE C" of the Board's Report.

Further under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there are no Employees drawing Remuneration in excess of limitspecified under the said rule during the year under review.

16. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34(2) (e) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as "ANNEXURED" hereto and forms part of this Report.

17. INFORMATION ABOUT SUBSIDIARY/ J.V./ ASSOCIATE COMPANY:

The company has a wholly owned subsidiary company Innovana Techlabs Limitedwhich is incorporated on 21/12/2017 (SEZ Unit) and having its registered office atGandhinagar Gujrat.

The statement containing the salient features of the financial statement of both thesubsidiaries under first proviso to sub-section (3) of section 129 of the Act in form AOC-I is attached as "ANNEXURE- E".

The Consolidated Financial Statement of the Company prepared as per the IndianAccounting Standards (Ind AS) Consolidated Financial Statement along with notes of theCompany with its Subsidiaries have also been included as part of this Annual Report.

18. RELATED PARTY TRANSACTION:

Related party transactions that are entered during the financial year were in the OrdinaryCourse of Business and on an arm's length basis. The Company had not enteredinto any contract/ arrangement / transactions with related parties which could beconsidered material. All related party transactions are placed before the audit committeeand Board for approval.

Form AOC-2 pursuant to section 134 (3) (h) of the Companies act 2013 read withrule 8(2) of the Companies

(Accounts) Rules 2014 is attached to this report as "ANNEXURE-F".

19. LOANS GUARANTEES AND INVESTMENTS:

Particulars of loan guarantee or investment made by the Company under Section 186 ofthe Companies Act 2013 is attached to this report as "ANNEXURE-G".

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors have down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

21. AUDITORS:

STATUTORY AUDITORS AND AUDITOR'S REPORT:

The company at its 01st Annual General Meeting held in the year 2015-16appointed M/s Amit Ramakant & Co.

Chartered Accountants (Firm Registration Number 009184C) Jaipur as StatutoryAuditors for a period of five years i.e. till 06th Annual General Meeting ofthe company. As recommended by the Audit Committee the

Board has proposed the ratification of appointment of M/s. Amit Ramakant& Co. Chartered Accountants as statutory auditors from conclusion of this AnnualGeneral Meeting till the conclusion of ensuing Annual General Meeting of the company to beheld for the financial year ended on 31st March 2019.

There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation.

The Notes on financial statements are self-explanatory and needs no furtherexplanation.

COST AUDIT:

Provision given under section 148 of Companies Act 2013 and rule 14 of company (auditand auditor) rules 2014 not applicable for our company.

22. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

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 with theapproval of Audit Committee and its Board appointed M/s. Srishthi Mathur &Associates a firm of Company Secretaries in Practice to undertake the SecretarialAudit of the Company for the financial year 2017-18 a statement containing such detailsenclosed as per "ANNEXURE H".

There are no qualifications reservation or adverse remark or disclaimer made by theauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.

23. APPOINTMENT OF INTERNAL AUDITOR FOR THE FINANCIAL YEAR 2017-18 FOR CONDUCTING

INTERNAL AUDIT OF THE COMPANY:

Pursuant to provision of section 138 of the companies Act 2013 the Company with theapproval of Audit Committee and its Board appointed M/s. Ashok Jindal & CompanyJaipur a firm of Chartered Accountants as internal auditor of the company to undertakethe Internal Audit of the Company for the financial year 2017-18.

24. EXPLANATION AND COMMENTS ON AUDITORS AND SECRETARIAL AUDIT REPORT:

There is no qualification disclaimer reservation or adverse remark made either by theStatutory Auditors in the Auditors Report or by the Company Secretary in Practice(Secretarial Auditor) in the Secretarial Audit Report. The Statutory Auditors have notreported any instances of fraud to the Central Government and Audit Committee or Board asrequired under provisions of Section 143 (12) of the Companies Act 2013 read with Rule 13of the Companies (Audit and Auditors) Rules 2014.

25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:

The Board of the company comprises an optimum combination of executive andnon-executive independent directors.

As on the date of this report Board of Directors and Key Managerial Persons (KMP) ofthe Company comprises of total six directors. The Composition of the Board of Directorsand KMP is as under:

S. No. Name of Director and KMP Category And Designation
1. Mr. Chandan Garg Chairman cum Managing Director
2. Mr. Kapil Garg Whole Time Director
3. Mrs. Swaran Kanta Non-Executive Director
4. Mr. Apoorv Mittal Non-Executive Independent Director
5. Mr. Mohit Bora Non-Executive Independent Director
6. Mr. Sumit Sarda Non-Executive Independent Director
7. Mr. Sanjeev Mittal Chief Financial Officer
8. Ms. Prachi Mittal Company Secretary & Compliance Officer

- Change in designation of Mr. Chandan Garg from Director to Chairman Cum ManagingDirector of the company in the 02nd Annual General Meeting of the company heldon 06th July 2017. - Change in designation of Mr. Kapil Garg from Director toWhole Time Director of the company in the 02nd Annual General Meeting of thecompany held on 06th July 2017. - The company has Appointed Mrs. Swaran Kantaas a director of the company in the Extra Ordinary General Meeting of the company held on14th June 2017. - Mr. Apoorv Mittal Mr. Mohit Bora and Mr. Sumit Sarda havebeen appointed as independent director of the company is the Extra Ordinary GeneralMeeting of the company held on 24th August 2017. - Mr. Sanjeev Mittal ChiefFinancial Officer and Ms. Prachi Mittal Company Secretary have been appointed in theboard meeting of the company held on 29th June 2017.

26. MEETING OF BOARD OF DIRECTORS:

The Board of Directors duly met Thirty one times during the financial year 2017-18 forwhich proper notices were given and the proceedings were properly recorded in the MinutesBook maintained for the purpose. The gap between the Meetings was within the periodprescribed under the Companies Act 2013 and Regulation 17 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015.

27. COMMITTEES OF THE BOARD:

Presently the board has Three (3) committees i.e. Audit Committee Nomination andRemuneration Committees Stakeholders Relationship Committee constitution of which aregiven below -

(I) Audit Committee:

Composition Category of Director
(1) Mr. Sumit Sarda (Chairman) Non-Executive Independent Director
(2) Mr. Apoorv Mittal (Member) Non-Executive Independent Director
(3) Mr. Chandan Garg (Member) Chairman & Managing Director

(II) Shareholder's Grievance Committee:

Composition Category of Director
(1) Mr. Mohit Bora (Chairman) Non-Executive Independent Director
(2) Mr. Apoorv Mittal (Member) Non-Executive Independent Director
(3) Mr. Chandan Garg (Member) Chairman & Managing Director

(III) Nomination & Remuneration Committee:

Composition Category of Director
(1) Mr. Apoorv Mittal (Chairman) Non-Executive Independent Director
(2) Mr. Sumit Sarda (Member) Non-Executive Independent Director
(3) Mr. Mohit Bora (Member) Non-Executive Independent Director

(IV) Nomination and Remuneration Policy

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management.

28. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

29. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not constituted Corporate Social Responsibility Committee as it doesnot meet the criteria of Section 135 of Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014.

30. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 relating to Corporate Governance is not applicable to the Company listedon the SME platform (NSE-emerge) of NSE.

Hence the Company is not required to disclose information as covered under Para (C)(D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

31. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

32. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The company has framed a Whistle Blower Policy/ Vigil Mechanism as per section 177 ofthe Company Act 2013 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a mechanism under which an employee/ director ofthe company may report unethical behavior suspected or fraud violation of code ofconduct. The vigil Mechanism ensures standard of professionalism honesty integrity andethical behavior. The Whistle Blower Policy/ Vigil Mechanism is uploaded on the

Company's website: www.innovanathinklabs.com under investors tab.

33. INTERNAL FINANCIAL CONTROL:

According to Section 134(5) (e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the company for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofInnovana Thinklab's information. The Audit Committee reviews adherence to internal controlsystems and internal audit reports.

34. RISK MANAGEMENT POLICY:

The Company has its Risk Management Policy to identify and deal with the risks andthreats that could impact the organization. Risk Management Policy is available forinspection at the Registered Office of the Company during business hours on any workingday.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts orTribunals impacting the going concern status and company's operations in future.

36. DISCLOSURE UNDER SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION

PROHIBITION & REDRESSAL) ACT 2013:

The company has a policy and it provides for protection against sexual harassment ofwoman at work place and for prevention and redressal of such complaints.

There was no case filled during the year (2017-18) under the sexual harassment ofwomen at workplace (Prevention Prohibition & Redressal) Act 2013. Further Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace.

37. DECLARATIONS BY THE INDEPENDENT DIRECTORS:

Mr. Apoorv Mittal Mr. Mohit Bora and Mr. Sumit Sarda were the Independent Directors ofthe Company as on 31st March 2018 pursuant to the provisions of Section 149(10) of theAct.

The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of the Independence as provided in Section 149(6)of the Companies Act 2013.

38. HUMAN RESOURCES:

Innovana Thinklabs Limited treats its "human resources" as one of its mostimportant assets and has taken continuous efforts to set up and maintain an efficientworkforce. We are continuously taking steps towards maintaining a low attrition rate whichwe believes shall be achieved by investing in learning and development programmes foremployees competitive compensation creating a compelling work environment empoweringemployees at all levels as well as a well-structured reward and recognition mechanism.

39. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD ITS COMMITTEES AND OF

INDIVIDUAL DIRECTORS HAS BEEN MADE:

Pursuant to section 134(3)(p) of the companies act 2013 and regulation 17(10) of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015The Nomination andRemuneration Committee has set up formal mechanism to evaluate the performance of theBoard of Directors as well as that of its Committees and individual Directors includingChairman of the Board Key Managerial Personnel/ Senior Management etc. The exercise is tobe carried out through an evaluation process covering aspects such as composition of theBoard experience competencies governance issues etc.

40. ACKNOWLEDGEMENT:

The Directors of the company wish to express their grateful appreciation to thecontinued cooperation received from the Banks Government Authorities Customers Vendorsand Shareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the dedicated service of the Executives Staff andWorkers of the Company.

Listing on Stock Exchange:

The Company's shares are listed on National Stock Exchange of India on NSE EMERGEplatform w.e.f. December 12 2017.

The company has paid initial listing fees and annual listing fees for the same.

NSE Symbol: INNOVANA

Registrar and Transfer Agent (RTA):

Share Transfer and all other Investor's / Shareholder's related activities are attendedand processed by our

Registrar and Transfer Agent. For lodgment of transfer deeds and any other documentsinvestors may contact M/s. Skyline Financial Services Private Limited situated atD-153A First Floor Okhla Industrial Area Phase-I New Delhi- 110020 India. Howevershareholders holding shares in the electronic mode should address all correspondence totheir respective Depository Participants.

Date: July 31 2018 By Order of the Board
For INNOVANA THINKLABS LIMITED
(Formerly known as PCVARK Software Limited)
CIN: L72900RJ2015PLC047363
Sd/- Sd/-
Chandan Garg Kapil Garg
Managing Director Whole Time Director
DIN: 06422150 DIN: 07143551