Your Directors have pleasure in presenting the 10th Annual Report of theCompany with the Audited Balance Sheet as at 31st March 2017 and theProfit & Loss Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULT:
The Company has posted a net loss of Rs 3420990 /- as against the net loss of Rs 3182221/-during the last year and the same amount is carried forward to the Balance Sheet. Exceptthe holding of equity shares in Innovassynth Technologies (India) Limited the Company hasnot carried out any other business activity.
In view of the accumulated losses Directors do not recommend any dividend for the yearended 31st March 2017.
3. PERFORMANCE REVIEW:
The Company's turnover including service income for 2016-17 was Nil as compared withNil during the previous year. The year has resulted in a net loss after tax of Rs3420990 /- compared with Rs 3182221/- during the last year.
4. SHARE CAPITAL:
There was no change in the Company's share capital during the year under review. Thepaid up equity share capital as on 31st March 2017 was Rs 242780350.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis (MDA) Report is included inthis Report as "Annexure A".
6. DISCLOSURES UNDER THE COMPANIES ACT2013 AND THE RULES MADE THEREUNDER:
A. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 as requiredunder section 92 of the Companies Act 2013 is included in this Report as "AnnexureB".
B. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the year four Board Meetings four Audit Committee Meetings one Nomination andRemuneration Committee Meetings one Risk Management Committee Meeting one StakeholderRelationship Committee Meeting and one Independent Directors Meeting were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.
C. COMPOSITION OF AUDIT COMMITTEE:
The composition of the Audit Committee is provided in Corporate Governance Report andforms a part of this Annual Report. There have been no instances of non acceptance of anyrecommendations of the Audit Committee by the Board during the financial year underreview.
D. 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. All Related PartyTransactions are placed before the Audit Committee as also the Board of Directors forapproval. Particulars are being provided in Form AOC 2 is enclosed as "AnnexureC".
E. CORPORATE GOVERNANCE:
Your company has complied with the various requirements of the Corporate GovernanceCode under the provisions of the Companies Act 2013 and as stipulated under the SEBI(Listing Obligation and Disclosure Requirements) Regulations 2015.
A detailed report on Corporate Governance forms part of this Annual Report.
F. RISK MANAGEMENT:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company.
G. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Dr. B. Sahu retire by rotation atthe forthcoming Annual General Meeting and being eligible offer himself forre-appointment.
H. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as per SEBI(LODR) Regulations 2015.
I. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual performance evaluation of its own performance and that of the Directors andCommittees.
During the year the Evaluation cycle was completed by the Company internally whichincluded the evaluation of the Board as a whole Board Committees and Directors. TheEvaluation process focused on various aspects of the Board and Committees functioning suchas composition of the Board and Committees experience performance of duties andgovernance issues etc. Separate exercise was carried out to evaluate the performance ofindividual Directors on parameters such as contribution independent judgement andguidance and support provided to the management.
The results of the evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors.
J. REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee has framed a Policy for Directors Key Managerial Personnel and other SeniorManagerial Personnel of the Company in accordance with the requirements of the provisionsof Section 178 of the Companies Act 2013 and SEBI(LODR)Regulations 2015. The policyattached to this report as "Annexure D".
a. Statutory Auditor's:
The Company's Statutory Auditor M/s. N. M. Raiji & Company having ICAI RegistrationNo. 108296W retire at the ensuing Annual General Meeting.
The Board based on recommendation of the Audit Committee proposes the appointment ofM/s. MSKA & Associates Chartered Accountants (Firm Registration No. 105047W) as theStatutory Auditor of the Company at the ensuing Annual General Meeting. M/s. MSKA &Associates Chartered Accountants have confirmed their eligibility and willingness toaccept office if appointed by the members of your company.
Your directors proposes appointment of M/s. MSKA & Associates CharteredAccountants as the Statutory Auditors of your company.
b. Secretarial Auditor:
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. Sushil Talathi & Associates Company Secretary in Practice to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report is included as "AnnexureE".
With reference to the observation in the Auditor's Certificate on Corporate GovernanceBoard has noted the same.
L. DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSUREREQUIREMENTS) REGULATIONS 2015:
Your Company does not have any unclaimed shares issued in physical form pursuant toPublic issue/Right issue except dues to fractional shareholders of Rs 86101/-.
M. SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has one associate company namely M/s. Innovassynth Technologies (India)Limited in which Company holds 31.79% stake. There has been no material change in thenature of the business of the associate company.
During the period under review the Company had not accepted any fixed deposits withthe meaning of Section 73 to 76 of the Companies Act 2013.
O. LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loan to or provided any guarantee or security in favourof other parties. The Company has also not made any investment of its fund with any otherparty.
P. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATEOF REPORT:
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.
Q. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no any significant and material orders passed by the Regulators / Courtswhich would impact the going concern status of the Company and its future operations.
R. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has no particulars to report regarding conservation of energy technologyabsorption foreign exchange earnings and outgo as required under Section 134(3)(m) of theCompanies Act 2013 read with Rules thereunder.
S. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
There are no employees drawing remuneration in excess of the limits set out undersection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in the Annual Report as Annexure"F" which forms a part of this Report.
T. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarise with the Company's procedures and practices.
U. INTERNAL FINANCIAL CONTROLS:
The Company has put in place an adequate system of internal financial controls withrespect to the financial statement and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in the operation was observed.
V. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand as per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
The Company does not have any profit during the year under review hence no amount isrequired to transfer to the reserves.
X. LISTING OF EQUITY SHARES:
Your Company's shares are listed with BSE Limited (BSE) Mumbai. Listing fees have beenpaid for the financial year 2017-18.
Y. OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
As there is only one male employee of the company the provisions of the Act are notapplicable to the Company.
Z. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
a. in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
b. they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
We thank our employees investors and bankers for their continued support during theyear. We are grateful to the various authorities for their continued co operation. Weplace on record our appreciation of the contribution made by our employees at all levels.
| ||On behalf of the Board |
| ||For Innovassynth Investments Limited |
| ||S.B. Ghia |
| ||Chairman and Managing Director |
| ||(DIN: 00005264) |
|Mumbai 13th August 2017 || |