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Innovassynth Investments Ltd.

BSE: 533315 Sector: Financials
NSE: N.A. ISIN Code: INE690J01011
BSE 00:00 | 12 Aug 28.10 0.30
(1.08%)
OPEN

26.45

HIGH

29.10

LOW

26.45

NSE 05:30 | 01 Jan Innovassynth Investments Ltd
OPEN 26.45
PREVIOUS CLOSE 27.80
VOLUME 3657
52-Week high 33.00
52-Week low 11.82
P/E
Mkt Cap.(Rs cr) 68
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 26.45
CLOSE 27.80
VOLUME 3657
52-Week high 33.00
52-Week low 11.82
P/E
Mkt Cap.(Rs cr) 68
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Innovassynth Investments Ltd. (INNOVASSYNTHINV) - Director Report

Company director report

To

The Members

Innovassynth Investments Limited

Your Directors have pleasure in presenting the 14th Board Report of the Company withthe Audited Financial Statements for the year ended 31st March 2021.

1. FINANCIAL SUMMARY:

The Company's financial summary for the year under review along with previous yearfigures is given hereunder:

(Rupees in Lakhs)

Particulars 2020-21 2019-20
Total Income 0.30 0.43
Profit/(Loss) Before Interest and depreciation (28.03) (33.48)
Interest 24.11 21.17
Depreciation
Profit/(Loss) Before Tax (52.14) (54.65)
Less/Add: Current Tax
Less/Add: Deferred Tax Adjustment
Profit/(Loss) After Tax (52.14) (54.65)

2. DIVIDEND:

In view of the accumulated losses Directors do not recommend any dividend for the yearended 31st March 2021.

3. PERFORMANCE REVIEW:

The Company's income for 2020-21 was Rs. 0.30/- Lakhs as compared with Rs. 0.43/- Lakhsduring the previous year. The year has resulted in a net loss after tax of Rs. 52.14/-Lakhs compared with Rs. 54.65/- Lakhs 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 2021 was Rs. 242780350/-

5. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MDA) Report is included inthis Report as Annexure-1.

6. DISCLOSURES UNDER THE COMPANIES ACT 2013 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 Annexure-2The web link for extract is http://www.innovassynthinvestments.in/ar.html

b. Number of Meetings of The Board of Directors and Its Committees:

During the year Four Board Meetings Four Audit Committee Meetings Two Nomination andRemuneration Committee Meetings one Stakeholder Relationship Committee Meeting and oneIndependent Directors Meeting were convened and held in compliance with Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Thedetails of Board and Committee Meetings are given in the Corporate Governance Report.

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 contracts/ arrangements/ transactions entered by the Company during the FY 2020-21with related parties were on an arm's length basis and in the ordinary course of business.Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC-2 thesame is not provided.

e. Corporate Governance:

Your company has complied with the various requirements of the Corporate Governanceunder the provisions of the Companies Act 2013 and as stipulated under the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015. A detailed Report onCorporate 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 Director 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 Following changes in composition ofBoard of Director during the Financial Year: Mr. Sandesh Mhadalkar was appointed asAdditional Non-Executive Independent Director w.e.f. 22nd October 2020. Mr. UnnikrishnanAnchery resigned as Non-Executive Independent Director w.e.f. 22nd October 2020 due topre-occupation and there being no other reason for his resignation.

h. Statement on Declaration Given by Independent Directors:

All Independent Directors have given declarations that they comply 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 Nomination and Remuneration Committee hascarried out an Annual Performance Evaluation of the Board and of the Individual Directorshas been made. During the year the Evaluation cycle was completed by the Companyinternally which included the evaluation of the Board as a whole Board Committees andDirectors. The Evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience performance ofduties and governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors on parameters such as contribution independentjudgement and guidance and support provided to the Management. The results of theevaluation were shared with the Board Chairman of respective Committees and individualDirectors.

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 Listing Regulations. The website link forthe policy is- http://www.innovassynthinvestments.in/Doc/THE%20NOMINATION%20AND%20REMUNERATION%20POLICY.pdf

k. Auditors:

• Statutory Auditor:

The Company's Statutory Auditor M/s MSKA & Associates Chartered Accountants Pune(Firm Registration No. 105047W) were appointed in the Annual General Meeting held on 29thSeptember 2017 subject to ratification of appointment in every AGM. Pursuant to Companies(Amendment) Act 2017 Provision of ratification of the Statutory Auditor is omitted M/sMSKA & Associates will continue as Statutory Auditor for their remaining term.Pursuant to provisions of Section 143(12) of the Companies Act 2013 as amended from timeto time the Statutory Auditors have not reported any incident of fraud to the AuditCommittee during the year under review.

• 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 and issue Annual Secretarial Compliance Report for F.Y 2020-21.

i. Secretarial Audit Report:

The secretarial audit report does not contain any qualifications reservations oradverse remarks or disclaimer. The said report is attached to this report Annexure-3.

ii. Annual Secretarial Compliance Report:

As per the recent amendment in Regulation 24 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 vide insertion of Regulation 24A M/s Sushil Talathi& Associates Secretarial Auditor of the Company undertook & examine compliancesunder SEBI (LODR) Regulations 2015 and issue Annual Secretarial Compliance Report foryear ended 31st March 2021. The Annual Secretarial Compliance Report does not contain anyqualifications reservations or adverse remarks or disclaimer. The said report isattached to this report Annexure-4

• Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board based on the Recommendation of Audit Committeeappointed M/s V D Tilak & Co Chartered Accountants (FRN:134853W) Khopoli Raigad asInternal Auditor of the Company for conducting internal audit of the Company for F.Y2020-21.

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.

m. Subsidiary and Associate Companies:

The Company does not have any Subsidiary or Associate company.

n. Deposits:

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 favor ofother parties and has also not made any investment of its fund with any other party duringthe year under Section 186 of Companies Act 2013.

p. Material Changes and Commitments Between the Date of The Balance Sheet and The Dateof Report:

There have no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe 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/ Courts whichwould 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) ofthe Companies 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:

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-5which forms a part of this Report.

t. Familiarization Programme for Independent Directors:

The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices thewebsite link is available at- http://www.innovassynthinvestments.in/Doc/Familiarisation%20Programme%20.pdf

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.

w. Reserves:

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 2020-21.

y. Obligation of Your Company Under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder. The below table providesdetails of complaints received/disposed during financial year 2020-21:

Number of complaints at the beginning of the financial year : Nil
No. of complaints filed during the financial year : Nil
No. of complaints disposed during the financial year : NA
No. of complaints pending at the end of the financial year : NA

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:

i. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

iii. 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.

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

7. COMPLIANCE OF SECRETARIAL STANDARDS-1 AND 2:

Your Directors confirms that pursuant to Section 118(10) of the Companies Act 2013applicable Secretarial Standards i.e. SS-1 and SS- 2 pertaining to Meeting of Board ofDirectors and General Meetings respectively specified by the Institute of CompanySecretaries of India have been duly complied by the Company. The Directors have devisedproper systems to ensure compliance with the provisions of all applicable SecretarialStandards and that such systems are adequate and operating effectively.

8. CEO AND CFO CERTIFICATION:

Managing Director and the Chief Financial Officer of the Company give annualcertification on financial reporting and internal controls to the Board in terms ofRegulation 17 (8) of the Listing Obligations. The Managing Director and the ChiefFinancial Officer also give quarterly certification on financial results while placing thefinancial results before the Board in terms of Regulation 33(2) of the ListingRegulations. The Annual Certificate given by Managing Director and the Chief FinancialOfficer is attached in Annexure-6

9. ACKNOWLEDGEMENT:

We thank our Employees Investors and Bankers for their continued support during theyear. We are grateful to the various authorities for their continued cooperation. We placeon record our appreciation of the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport.

For and on Behalf of the Board of Directors of
Innovassynth Investments Limited
Sandesh Mhadalkar Jana Chatra
Director Managing Director
(DIN: 08929791) (DIN: 07149281)
Mumbai 26th June 2021

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