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Innovative Ideals and Services India Ltd.

BSE: 541983 Sector: Others
NSE: N.A. ISIN Code: INE492Y01011
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NSE 05:30 | 01 Jan Innovative Ideals and Services India Ltd
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OPEN 7.09
CLOSE 7.09
VOLUME 13000
52-Week high 11.43
52-Week low 6.37
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Innovative Ideals and Services India Ltd. (INNOVATIVEIDEAL) - Director Report

Company director report

To

The Members

Innovative Ideals and Services (India) Limited

Your directors have pleasure in presenting herewith the 20th Annual Report along withits Audited Financial Statements for the year ended on 31st March 2020 of your Company.

Summarised Financial Results

The Financial performance of the company during the year is as under :

( Rs. in Lakh)

Particulars March 31 2020 ( Year End) March 31 2019 ( Year End)
Income
Revenue from operations 1253.26 2557.61
Other income 29.99 18.42
Total Revenue 1283.25 2576.03
Expenses 1677.53 2153.65
Total Expenses 1677.53 2153.65
Profit before exceptional and extraordinary items and Tax -394.28 422.38
Exceptional Items - -
Profit before extraordinary items and Tax -394.28 422.38
Extraordinary Items - -181.73
Profit Before Tax -394.28 604.11
Tax Expense
Current Tax - 168.07
Deferred Tax -98.07 -6.06
Profit for the Period -296.21 442.10
Earnings per Equity Share - -
Basic -2.60 4.51

Operational Overview

Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of Rs. 1283.25 Lakhs (Previous year Rs. 2576.03Lakhs). The Company continues to operate only in one segment i.e. Security System andMobile Phones and there is no change in the nature of Business of the Company. After allthe financial adjustments the company has suffered a net loss after tax of Rs. 296.20Lakhs (Two Crore Ninety Six Lacs Twenty Thousand Five Hundred Forty Three Only).

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements are available on www.innovative.in. These documents will also be available forinspection during working hours at the registered office of your Company at MumbaiMaharashtra. Any member interested in obtaining such document may write to the CompanySecretary and the same shall be furnished on request.

LAUNCH OF NEW PRODUCTS

Your Company had recently launch "LEAGOO" smartphones a renownedInternational brand in smart phone industry to cater the Indian market.

DIVIDEND

In view of the planned business growth your Directors deem it proper to preserve theresources of the Company for its activities and therefore do not propose any dividend forthe Financial Year ended March 31 2020.

RESERVES

The amount of loss of 29620543/- is transferred from the Reserve and Surplus Accountfor the year under review.

PERFORMANCE REVIEW

Your Company delivered yet another year of consistent and profitable growth. During theyear the company has earned total income of Rs. 1283.25 Lakhs (Previous year Rs. 2576.03Lakhs). The Company continues to operate only in one segment i.e. Security System andMobile Phones and there is no change in the nature of Business of the Company. After allthe financial adjustments the company has suffered a net loss after tax of Rs. 296.20Lakhs (Two Crore Ninety Six Lacs Twenty Thousand Five Hundred Forty Three Only).

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

The company does not have holding or subsidiary companies during the year and no othercompany has become holding / subsidiary/ joint venture.

SHARE CAPITAL STRUCTURE

The Issued Subscribed and Paid-up equity share capital as on 31stMarch 2020 was Rs.113801690/- (divided into 11380169 equity shares of Rs.10/- each.

MEETINGS OF THE BOARD

The Board met 9 (Nine) times during the financial year. Details of meetings are givenin the Corporate Governance Report annexed herewith and forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with provision of Regulation 34 of SEBI (LODR) Regulations 2015 therequired disclosures for the year ended 31.03.2020 are annexed hereto. The equity sharesof the Company are listed on the BSE Ltd on SME platform.

Regulatory Statement

In conformity with provision of Regulation 34 of SEBI (LODR) Regulations 2015 therequired disclosures for the year ended 31.03.2020 are annexed hereto. The equity sharesof the Company are listed on the BSE Ltd on SME platform.

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director of theCompany confirming that he/she met with the criteria of independence as laid out insub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Board Diversity

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought processes at the back of varied industrialand management expertise gender knowledge and geographical background. The Companyfollows diverse Board structure.

Board Evaluation

As per the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the formal annual evaluation was carried outfor the Board's own performance its committee & Individual directors.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members based on the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of criteria such as the contributionof the individual Director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsCode of conduct etc. In addition the Chairman was also evaluated on the key aspect of hisrole.

In a separate meeting of independent Directors performance of non-independentDirectors performance of the board as a whole and performance of the Chairman wasevaluated. The same was discussed in the Board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed. Performance evaluation of Independent Director'swas done by the entire Board excluding the Independent Directors being evaluated.

Changes in Key Managerial Personnel

During the Financial year 2019-20 under review there are no changes in the KeyManagerial Personnel. But during the current financial year 2020-21 Mr. Dabir AhmedShamsuddin Shaikh has resigned from his post as a Whole Time Director with effect from01st June 2020.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies(Accounts) Rules 2014 particulars relating to conservation of Energy R & DTechnology absorption and Foreign Exchange earnings / outgo are separately provided in theannexure to the Directors' Report as Annexure - 1.

Health Safety and Environment

Safety and occupational health responsibilities are integral to your Company's businessprocess. Safety is a key performance indicator and your Company is committed to ensuringzero harm to its employees to any person in the Company premises and to the community.The Company is continuously focusing on improved training new initiatives andcommunications enhancing safety in the work place. Apart from safety initiatives yourCompany is also focusing on environment protection policy.

The Company has obtained necessary approvals from concerned Government Department /Pollution Control Board.

Directors

Pursuant to Section 152 of Companies Act 2013 Mrs. Tazyeen Maqsood Shaikh shall retireby rotation at the ensuing Annual General Meeting being eligible offers herself forre-appointment for directorship of the company.

Directors' Responsibility Statement

In terms of section 134 Clause (c) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2019-20 the Board of Directors state:

A) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed;

B) The Directors have 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 andprofit and loss account of the Company for that period;

C) The Directors have taken proper and sufficient care 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;

D) The Directors have prepared the annual accounts on a going concern basis;

E) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

F) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Appointment of Directors and Criteria For Determining Qualifications PositiveAttributes Independence of A Director

The NRC is responsible for developing competency requirements for the Board based onthe industry and strategy of your Company. The NRC reviews and meets potential candidatesprior to recommending their nomination to the Board. At the time of appointment specificrequirements for the position including expert knowledge expected is communicated to theappointee. The NRC has formulated the criteria for determining qualifications positiveattributes and independence of Directors in terms of provisions of Section 178 (3) of theAct and the SEBI Listing Regulations 2015 as stated under:

Independence : A Director will be considered as an 'Independent Director' if he / shemeets with the criteria for 'Independence' as laid down in the Act Regulation 16 of theSEBI Listing Regulations and the Governance Guidelines.

Competency : A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is ensuredthat the Board comprises a mix of members with different educational qualificationsknowledge and who possess adequate experience in banking and finance accounting andtaxation economics legal and regulatory matters consumer industry hospitality sectorand other disciplines related to the company's businesses.

Additional Positive Attributes:

- The Directors should not have any other pecuniary relationship with your Company itssubsidiaries associates or joint ventures and the Company's promoters except as providedunder law.

- The Directors should maintain an arm's length relationship between themselves and theemployees of the Company as also with the directors and employees of its subsidiariesassociates joint ventures promoters and stakeholders for whom the relationship withthese entities is material.

- The Directors should not be the subject of proved allegations of illegal or unethicalbehavior in their private or professional lives.

- The Directors should have the ability to devote sufficient time to the affairs ofyour Company.

Remuneration Policy

Your Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The key principles governing your Company's Remuneration Policy are as follows:

Remuneration to Managing Director / Whole-time Directors

- The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

- The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

Remuneration to Non - Executive / Independent Directors

- The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

- All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

- An Independent Director shall not be eligible to get Stock Options and also shall notbe eligible to participate in any share-based payment schemes of the Company.

- Any remuneration paid to Non- Executive / Independent Directors for services renderedwhich are of professional in nature shall not be considered as part of the remunerationfor the purposes of clause (b) above if the following conditions are satisfied:

a) The Services are rendered by such Director in his capacity as the professional; and

b) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession. Remuneration to Key Managerial Personnel SeniorManagement and other employees

The remuneration to Key Managerial Personnel Senior Management and other employeeshall consist of fixed pay and incentive pay in compliance with the provisions of theCompanies Act 2013 and in accordance with the Company's Policy.

Particulars of Employees

A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - 2 to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2019-20.

Details of Related Parties Transactions Purusant to Section 188(1) of The CompaniesAct 2013

Pursuant to the provisions of section 188 of Companies Act 2013. All the related partytransactions entered into during the financial year under review were in ordinary courseof business and on an arm's length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Accordingly information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and approval on a quarterly basis.

Other details for inter corporate financial transactions or remuneration and otherbenefits paid to directors their relatives key managerial personnel etc. are given asper requirements of AS 18.

Details of Loans Guarantees and Investments U/s 186 of The Companies Act 2013

During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.

Auditors

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with rulesmade thereunder the Board of Directors has appointed M/s Vishal Thawani& Associates.Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial Year 2019-20. The report submitted by the Secretarial Auditor inForm MR-3 is attached to this report as Annexure - 3. There has been few remarks ofsecretarial auditor which are mentioned below:

1. The Company had not made payment of Professional Tax under Professional Tax Act1987 and delayed in payment of Provident Fund Contribution under EPF & MP Act 1952and tax deducted at source under Income Tax Act 1961 as detailed in the section"Statutory Dues" of Annexure A of Independent Auditors Report.

Reply: Company is sometimes delay in payment of few statutory dues but generally itsregular and will be taken care further for no such delay.

The Company has a CSR Policy in place and has duly constituted the CSR Committee inaccordance to the provisions of the

2. Section 135 of the Companies Act 2013. Though the Company has mentioned a reasonfor not expending any amounts towards CSR in the Board's report we draw your attention tothe same.

Reply: The company has constituted the CSR Committee and framed CSR Policy. But thecompany has not spent any amount in CSR activities and is still identifying CSR Activitiesfor amount to be spent.

Further as per information and explanation provided by the management the Company doesnot have any subsidiary company. However the Company has submitted consolidated financialstatements during the submission of financial statements for the

3. half year ended on September 30 2019. It may be noted that for the Financialstatements presented to the stakeholders for the year ended March 31 2020 the Companyhas rectified the said error and has not consolidated its financial statements with anyother Company.

Reply: Company has rectified the error and has taken action regarding the same.

Secretarial Auditors

M/s Keyur Shah & Co. Chartered Accountants an Auditors firm was appointed asStatutory auditors of the company for the term of 5 (five) consecutive years at the 19thAnnual General Meeting held on 27thSeptember 2019. As per Rule 6(3) of the Companies(Audit and Auditors) Rules 2014 they are eligible to continue as the statutory auditors.They have confirmed that they are not disqualified from continuing as Auditors of theCompany.

The Report given by the Auditors on the financial statements of the Company forms partof this Report. There has been one qualification given by the Auditors in their Reportwhich are mentioned below:

1. On the basis of our examination of the books of account and records the Companyhas been generally regular in depositing undisputed statutory dues including ProvidentFund Employees State Insurance Income-Tax Sales Tax Goods and Services Tax ServiceTax Duty of Customs Duty of Excise Value Added tax Cess and any other statutory dueswith the appropriate authorities except few of them mention in Annexure A of IndependentAuditors Report.

Reply: Company is sometimes delay in payment of few statutory dues but generally itsregular and will be taken care further for no such delay.

Extract of Annual Return

In compliance with Section 134(3)(a) of the Act an extract of Annual Return in formMGT-9 is appended to this report as Annexure - 4.

Management Discussion and Analysis Report

Management discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained separately Annexure -5.

Corporate Governance

As required by the SEBI Listing Regulations the report on Corporate Governance as wellas the Practicing Company Secretary's Certifi - cate regarding compliance of conditions ofCorporate Governance form part of the Annual Report. All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct for the year2019-20. A declaration to this effect signed by the Managing Director of the Company iscontained in this Annual Report. The Managing Director and CFO have certified to the Boardwith regard to the financial statements and other matters as required under the ListingRegulations. The above mentioned Corporate Governance Report is annexed to this Report asAnnexure -6.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Significant and Material Orders

During the year there were no significant and material orders passed impacting thegoing concern status and Company's operations in future.

INTERNAL CONTROL SYSTEM

Your Company has in place an adequate system of internal controls. The effectiveness ofinternal controls is reviewed through the internal audit process. Reports of internalauditors are reviewed by management and Audit Committee of the Company from time to timeand desired actions are initiated to strengthen the control and effectiveness of thesystem.

The focus of these reviews is as follows:

• Identify weaknesses and areas of improvement

• Compliance with defined policies and processes

• Safeguarding of tangible and intangible assets

• Management of business and operational risks

• Compliance with applicable statutes

Risk Management

Your Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted proper system of InternalControl and Risk Management to ensure that all assets are safeguarded and protectedagainst loss from unauthorized use or disposition and that the transactions areauthorized recorded and reported quickly.

Corporate Social Responsibility (CSR) Initiatives

During the year the company has constituted the CSR Committee and framed CSR Policy.But the company has not spent any amount in CSR activities and is still identifying CSRActivities for amount to be spent. The Corporate Social Responsibility Report is annexedto this Report as Annexure -7.

Material Changes And Commitments

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.

Prevention of Sexual Harassment of Women At Workplace

The Company is committed to provide a safe and conducive work environment to itsemployees.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Green Initiative

As the Act permits paperless compliances and as a measure of green initiative weappeal to all those members who have not registered their e-mail addresses so far arerequested to register their e-mail address in respect of electronic holding with theirconcerned Depository Participants and/or with the Company.

Appreciation

Your Directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions Banks andARCs during the year. Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. Directors would also liketo acknowledge continued patronage extended by Company's shareholders in its entireendeavor.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

[Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 for the year ended March 31 2019]

Conservation of Energy

The Company is primarily engaged in business of Installing Repairing trading ofSecurity Products and not involved in any industrial or manufacturing activities theCompany has no particulars to report regarding conservation of energy as required underSection 134 of the Companies Act 2013 and Rules made thereunder.

Technology Absorption

(a) Benefits from such technology absorption

- As we have done backward as well as forward integration which has decreased our costsand helped us to capture 'A' Category customers. This increased our profit margins andreputation in the market.

(b) Any expenditure incurred on Research & Development

- Research & Development is in a regular process. Your Company has hired the bestof consultants in the industry with whom we have regular interactions.

Particulars 2019-20 ( Rs. in lakhs) 2018-19 ( Rs. in lakhs)
EARNINGS & OUTGO
Foreign Exchange inward 17.18 Nil
Foreign Exchange outgo 201.53 147.90