To the Members
Your Directors hereby present the Twenty sixth Annual Report of your Company along withthe Audited Accounts for the period ended 31st March 2018.
| ||(In Rs.) |
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Total Revenue from operations & other Income ||- ||600000 |
|Total Expenses ||511887 ||501822 |
|Profit/(Loss) before exceptional and extraordinary items and tax ||(511887) ||98178 |
|Exceptional Items ||- ||- |
|Profit/(Loss) before extraordinary items and tax ||(511887) ||98178 |
|Extraordinary Items ||- ||- |
|Profit/(Loss) before tax ||(511887) ||98178 |
|Tax expenses-Current ||- ||37142 |
|Deferred tax ||(1595) ||8077 |
|Profit/(Loss) from the period from continuing operations ||(510282) ||52959 |
The Company has not generated any revenue from operations for the current year. The NetLoss for the year under review amounted to (Rs.510282/-) in the current year as comparedto Rs.52959/- Profit in the previous year.
Due to loss in the Financial Year 2017-18 your directors do not recommend anyDividend.
4. Transfer to reserves
The Company has not transferred any amount to reserves.
5. Issue of Shares
During the period under review your Company has not issued any shares.
6. Internal Control and adequacy
The Internal control systems are commensurate to the size of the operation of theCompany. Whenever it is required the systems and procedures will be upgraded to suit thechanging business needs.
At the Annual General Meeting held on 30.09.2015 M/s. Ramraj & Co (FRN: 00289S)Chartered Accountants Chennai was appointed as statutory auditors of the Company to holdoffice till the conclusion of the Annual General Meeting to be held in the calendar year2018. In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification by the shareholders at everyAGM. In this regard the Company has received a certificate from the auditors to theeffect that if they are appointed it would be in accordance with the provisions ofSection 141 of the Companies Act 2013.
8. Secretarial Auditors:
Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board's report a Secretarial Audit Report given by a Company Secretary inpractice in the prescribed form.
The Board of Directors of the Company has appointed Ms. N. Srividhya PracticingCompany Secretary (Membership No. 34428) Chennai as Secretarial Auditor to conductSecretarial Audit of the Company for Financial Year 2016-17 and his report is annexed tothis Board report [Annexure 1].
9. The year in Review
Your Company's performance during the financial year under report is not satisfactory.Your company is confident of achieving much better results in the coming years.
10. Future Outlook
i) Current Business Operations
a) Sale of Computer Hardware Peripherals and Annual Maintenance.
b) Mini ERP Software Development Networking Solutions.
c) IT Education and Training from basics to advanced courses.
ii) Proposed additional operations
a) IT and IT Enabled Services.
b) Infrastructure Management and Solutions Services
c) Exhibitions and Innovations as a separate division.
d) IT Education and Training at grass root level.
e) Engineering Services Technology offerings Domain Services etc.
f) BPO and Call Center Education and Training.
g) Development of portals and website.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence thedetails relating to deposits as also requirement for furnishing of details of depositswhich are not in compliance with Chapter V of the Act is not applicable.
In accordance with the provisions of the Companies Act 2013 and the Company's Articlesof Association Mr. Anitha Anand (DIN 02040505) retires at the ensuing Annual GeneralMeeting of the Company and being eligible offer herself for re-appointment.
13. Corporate Social Responsibility
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
14. Conservation of Energy Technology Absorption and Foreign Exchange Earning &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:
(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy: Nil
(ii) the steps taken by the company for utilizing alternate sources of energy: Nil
(iii) the capital investment on energy conservation equipments: Nil
(B) Technology absorption-
(i) the efforts made towards technology absorption: Nil
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: Nil
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)- : Nil
(iv) the expenditure incurred on Research and Development: Nil
(C) Foreign exchange earnings and Outgo-
Income: nil Outgo: nil
15. Material Changes between the date of the Board report and end of financial year
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the Board's report.
16. Number of meetings of the Board
During the year 2017-18 the Board of Directors duly met Seven times viz. on 26thMay 2017 14th August 2017 02nd September 2017 14thNovember 2017 26th December 2017 4th January 2018 and 14thFebruary 2018.
17. Report on Performance of Subsidiaries Joint Ventures and Associates
As on March 31 2018 the Company does not have any subsidiary/ joint venture/associate Companies.
18. Audit Committee
Our Audit Committee was constituted few years ago. The Committee has adopted a Charterfor its functioning. The primary objective of the Committee is to monitor and provideeffective supervision of the Management's financial reporting process to ensure accurateand timely disclosures with the highest levels of transparency integrity and quality offinancial reporting.
The Committee met four times during the year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. As of the date of thisreport the Committee is comprised of Mr. Rajendran Thangaveluudayar (DIN 02970809) Mrs.Anand Anitha (DIN 02040505) and Mr. Nanjappan Aravind (DIN 01895602).
19. Vigil Mechanism
The Company has in place a whistleblower policy to support the Code of BusinessEthics. The details of the establishment of vigil mechanism forms part of the CorporateGovernance report.
20. Significant and Material Orders Passed by the Regulators or Courts
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations. Howevermember's attention is drawn to the statement on contingent liabilities commitments in thenotes forming part of the Financial Statements.
21. Directors Responsibility Statement
Pursuant to the requirement under section 134(3)(C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(i) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
(ii) 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 as at March 31 2017 and of the profitand loss of the company for that period;
(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
(iv) The directors had prepared the annual accounts on a going concern basis;
(v) The Directors had laid down "Internal Financial Controls" to be followedby the Company and such Internal Financial Controls are adequate and were operatingeffectively
(vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. Development and Implementation of Risk Management Policy.
The Company is exposed to inherent uncertainties owing to the sectors in which itoperates. A key factor in determining a company's capacity to create sustainable value isthe risks that the company is willing to take (at strategic and operational levels) andits ability to manage them effectively. Many risks exist in a company's operatingenvironment and they emerge on a regular basis. The Company's Risk Management processesfocuses on ensuring that these risks are identified on a timely basis and addressed.
The Company has a Risk Management Policy with an objective to formalize the process ofidentification of potential risk and adopt appropriate risk mitigation measures through arisk management structure. The risk policy is a step taken by the Company towardsstrengthening the existing internal Controls and updating the same as may be required fromtime to time.
23. Declaration by Independent Directors
The Company has received the necessary declaration from each independent director inaccordance with Section 149(7) of the Companies Act 2013 that he/she meets the criteriaof independence as laid out in sub-section (6) of Section 149 of the Companies Act 2013and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
24. BOARD EVALUATION
Pursuant to the provisions of companies Act 2013 and of the Listing Agreement theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee. The manner in which the evaluation has beencarried out has been explained in Corporate Governance Report.
25. Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178;
In terms of Section 178 of the Companies Act 2013 rules made there under and theListing Agreement entered into by the Company with Stock Exchanges in India as amendedfrom time to time the Committee has formulated the policy on appointment and removal ofDirectors. The Policy has been adopted by the Nomination and Remuneration Committee("NRC") and approved by the Board of Directors.
26. Particulars of loans guarantees or investments under section 186:
During the year under review the Company has not advanced any loans/ given guarantees/made investments under section 186 of the Companies Act 2013.
27. Extract of the Annual Return:
The extract of the Annual Return in Form MGT 9 (forming part of Annual Report) as perprovisions of Companies Act 2013 and rules thereto is annexed to this report (Annexure2).
28. Related Party Transactions:
There have been no materially significant related party transactions between theCompany and the Directors the management the subsidiaries or the relatives except forthose disclosed in the financial statements.
Accordingly particulars of contracts or arrangements with related parties referred toin Section 188(1) along with the justification for entering into such contract orarrangement in Form AOC-2 does not form part of the report.
29. Particulars of Employees
None of the employee has received remuneration and other details as required underSection 197(12) of the Act read with Rule 5(1) 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 are annexed to this report (Annexure 3).
30. Corporate Governance
The Company has complied with the requirements of Corporate Governance as stipulatedunder Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and accordingly the Report on Corporate Governance forms part of theAnnual Report. The requisite Certificate obtained from a Chartered Accountant regardingcompliance with the conditions of Corporate Governance as stipulated in Regulation 27 ofthe SEBI (LODR) Regulations 2015 is annexed to this Report.
31. Disclosure under section 67(3) of the Companies act 2013
During the year there were no special resolution passed pursuant to the provisions ofSection 67(3) of the Companies Act 2013 and hence no information as required pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
32. Revision of Financial Statements and report of the Board of Directors under section131 (1) of the Companies act 2013
During the year the Company has not made any revision of financial statement or boardsreport and hence furnishing of information as required pursuant to section 131(1) of theAct does not arise.
33. Training imparted to Independent Directors
The concept of familiarization Programme for Independent Directors in accordance withRegulation 25 of the SEBI (Liting Obligations and Disclosure Requirements) Regulations2015 aims to familiarize them with the Company their roles rights responsibilities inthe Company nature of industry in which the company operates business model of thecompany etc through various programmes. The details of such familiarization programmeshave to be given in the Annual Report. Innovation Software Exports Limited is committed toadopt a structured programme for orientation and training of Independent Directors at thetime of their joining and update the Independent Directors on a continuing basis on anysignificant changes in its operation business industry and environment in which itsfunctions.
34. Details of frauds reported by Auditors
There were no frauds reported by the Statutory Auditor under Section 143(12) of theCompanies Act 2013 read with Companies Amendment Act 2015.
35. Directors Comments on Qualifications/Reservations:
Since there are no reservations qualifications or adverse remarks in the Auditorsreport the Directors have not commented upon the same. However to the observations madein the Secretarial Audit Report by the Company Secretary the Directors hereby acknowledgeand inclined to take all reasonable action to rectify the non compliances in due course oftime.
Secretarial Audit report:
1. The company is searching for suitable person to be appointed as KMP.
2. The company will update the website soon
3. The delays will be rectified in the upcoming years
4. As the company is in loss the company is not able to afford for the appointment ofInternal Auditor
5. The company will balance the Board composition as soon as possible. Due to Lossoccurred in the company the company is not in position to appoint any person as director
36. Human Resources
The well-disciplined workforce which has served the company for the last 5 years liesat the very foundation of the company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The company has always recognized talent andhas judiciously followed the principle of rewarding performance.
37. Disclosure As Per Sexual Harassment Of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has in place apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2017-18 the Company has not received any complaints on sexual harassment
Your Directors acknowledge the gratitude cooperation and assistance received from theGovernment Banks Investors and all those associated with the Company during the yearunder review.