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Innovative Tyres & Tubes Ltd.

BSE: 535015 Sector: Auto
NSE: INNOVATIVE ISIN Code: INE070Y01015
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Innovative Tyres & Tubes Ltd. (INNOVATIVE) - Director Report

Company director report

To

The Members

Innovative Tyres & Tubes Limited

Your directors have pleasure in presenting their 23rd Annual Report togetherwith the audited financial statements of the company for the financial year ended March31 2018.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2018 is summarizedbelow:

Particulars Year ended 31st March 2018 Year ended 31st March 2017
Revenue from Operations 13950.35 13083.69
Other Income 58.79 170.23
Total Revenue 14009.14 13253.92
Total expenses 13385.22 12635.79
Profit before taxation and extraordinary items 623.92 618.13
Add: Extraordinary items - -
Profit before taxation 623.92 618.13
Less: tax expense (including adjusted deferred tax) 184.08 129.60
Profit after tax 439.84 488.53

STATEMENT OF COMPANIES AFFAIRS

• Total Revenue:

During the year under review total revenue of the company has increased by 5.70% ascompared to previous financial year.

The Company has reported total revenue of Rs. 14009.14 lakhs for the financial year2017-18 as compared to Rs. 13253.92 lakhs for the previous financial year.

• Total expenses

During the year under review total expenses of the company has increased by 5.93% ascompared to previous financial year mainly on account of increase in cost of rawmaterials employee benefit expenses and depreciation expense during current financialyear.

• Net Profit

During the year under review Profit before tax has increased from Rs. 618.13 lakhs toRs. 623.92 Lakhs as compared to previous financial year. However Net Profit after tax hasmarginally decreased on account of tax implications during current financial year.

DIVIDEND

Considering the better opportunity in increasing the market shares the Company needs toexpand its' existing facilities in quantum and in quality and considering strengtheningthe existing net worth and future wealth of the Company and of its' Shareholders yourDirectors unanimously decided to plough back the profit of the company as a resources forits activities and expansion thereof do not propose any dividend for the financial yearended March 31 2018.

TRANSFER TO RESERVE

During the year under review the Company has not proposed any amount to be transferredto General Reserve out of the Net Profits of the Company for the financial year ended 31stMarch 2018.

SUBSIDIARIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company do not have any subsidiaries hence there is no need to prepare consolidatedfinancial statement for the financial year 2017-18.

LISTING WITH STOCK EXCHANGE

Your Board is pleased to inform that the Company has successfully completed the InitialPublic Offer (IPO) and equity shares of the Company were listed on EMERGE platform ofNational Stock Exchange of India Limited ("NSE") with effect from 5thOctober 2017. The Initial Public Offering (IPO) of Company comprised of a fresh issue of6297000 equity shares at a price of Rs. 45/- per equity share (inclusive of premium ofRs. 35/- per share.)

Consequently Paid up share capital of the Company increased from Rs 116945610/- toRs 179915610/- after making allotment of fresh issue of shares.

Issue Details:

Issue Open: From Sep 22 2017 - To Sep 26 2017

Issue Type: Book Built Issue IPO

Issue Size: 6297000 Equity Shares aggregating up to Rs 2833.65 Lakhs

Face Value: Rs 10/- per Equity Share

Premium: Rs 35/- per Equity Share

Price Band: Rs 42/- to Rs. 45/- per Equity Share

Market Lot for application: in multiple of 3000 Equity Shares

Share Issue Expenses

The Company has incurred expenses of Rs 232.08 Lakhs relating to fresh issue of equityshares which has been adjusted to securities premium account in terms of Section 52 of theCompanies Act 2013.

Details of utilization of IPO proceeds

Sr. No. Particulars Amount to be utilized Actual Amount utilized as on 31.03.2018
1. Expansion of existing facility 1700.00 869.50
2. Long term working capital Requirements 400.00 -
3. General Corporate Purposes 483.65 483.65
4. IPO Expenses# 250.00 232.08
Total 2833.65 1585.23

# Amount for IPO expenses pending utilization has been reserved for future use basedon requirement.

MATERIAL CHANGES AND COMMITMENT:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2018. Further it ishereby confirmed that there has been no change in the nature of business of the Company.

RISK MANAGEMENT:

A key factor in determining a Company's capacity to create sustainable value is therisks that the Company is willing to take (at strategic and operational levels) and itsability to manage them effectively. Our Company is mainly in manufacturing and supply oftubes and tyres. Many risks exist in a company's operating environment and they emerge ona regular basis. The Company's Risk Management processes focuses on ensuring that theserisks are identified on a timely basis and addressed.

The Company has laid down a risk management mechanism covering the risk mapping andtrend analysis risk exposure potential impact and risk mitigation process. A detailedexercise is being carried out to identify evaluate manage and monitor and non - businessrisks. In our company audit committee has an additional oversight in the area offinancial risks and its controls. Other major operational risks are being identified bythe management of the Company from time to time. However constitution of Risk ManagementCommittee is not applicable as it is applicable to top 100 listed companies only.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 2013 read with Rule 12 of the Companies (Management and administration) Rules 2014in Form No. MGT-9 for the financial year ending 31st March 2018 is attached as Annexure1.

SECRETARIAL AUDIT REPORT

In compliance of the provisions of section 204 of the Companies Act 2013 otherapplicable provisions of the and the Companies (Appointment and Managerial Personnel)Rules 2014 the Board of Directors at their meeting held on 25th January 2018 appointedM/s. Swati Bhatt & Co. Practicing Company Secretary Vadodara as Secretarial Auditorsof the company for the F.Y. 2017-18. The Secretarial Audit Report is attached as Annexure- 2. The Secretarial Audit Report does not contain any qualifications or adverseremarks.

CORPORATE GOVERNANCE

Your company has incorporated the appropriate standards of corporate governance.Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the company being SME listed company is not required to mandatorilycomply with the provisions of certain regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Hence company is not filing CorporateGovernance report to stock exchange quarterly. However as per Regulation 34(3) read withSchedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015company is giving report on corporate governance in Annual Report of the company.Corporate Governance Report is attached as Annexure - 3. The requisite Certificateissued by M/s. Swati Bhatt & Co. Practicing Company Secretary Vadodara is attachedto Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 34 read with Schedule V of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 the Discussion and Analysis Report is attached asManagement Annexure - 4 to this Annual Report.

DISCLOSURE ON DEPOSITS UNDER CHAPTER V

The Company has neither accepted nor renewed any deposits during the financial year2017-18 in terms of Chapter V of the Companies Act 2013. Further the Company is nothaving any unpaid or unclaimed deposits at the end of the financial year ending 31stMarch 2018.

INTERNAL FINANCIAL CONTROL SYSTEM

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 fraud and errors theaccuracy and comple teness of the accounting records and the timely preparation ofreliable financial information.

Your Company has appointed Chief Financial Officer with effect from 10thFebruary 2017 to focus on review of business processes and suggest improvements asapplicable. Independence of the audit and compliance is ensured by direct reporting to theAudit Committee of the Board by the internal auditor.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors comprises of following six directors:

Sr. No. Name of Directors/KMP Designation
1. Mr. Mukesh Desai Chairman & Managing Director
2. Mr. Nitin Mankad Whole time Director
3. Mr. Pradeep Kothari Whole time Director
4. Mr. Keyoor Bakshi Independent Director
5. Mr. Kalyanaraman Ganesan Independent Director
6. Dr. Mrs. Kalpana Joshipura Independent Director

During the year under review Mr. Mukesh Desai was designated as Chairman and ManagingDirector w.e.f. 1st April 2017.

Mr. Pradeep Kothari and Mr. Nitin Mankad were designated as Whole time Director w.e.f.1st April 2017.

Dr. Mrs. Kalpana Joshipura was appointed as additional director w.e.f. 15thJune 2017 up to the conclusion of ensuing Annual General Meeting. Subsequently she wasappointed as Independent Director for the term of three consecutive years by the membersof the company at their Annual General Meeting held on 10th July 2017.

Mr. Keyoor Bakshi and Mr. Kalyanaraman Ganesan were re-appointed as IndependentDirector for second term of five consecutive years by Board at their meeting held on 5thMay 2018 subject to approval of members at their ensuing Annual General Meeting.

Pursuant to sections 149 152 and other applicable provisions of the Companies Act2013 one-third of the executive directors are liable to retire by rotation and ifeligible offer themselves for re-appointment. In this Annual General Meeting Mr. NitinMankad whole time Director of the Company is liable to retire by rotation and beingeligible offers himself for re-appointment. Details of Mr. Nitin Mankad as required underSecretarial Standards on General Meeting and Regulation 36(3) of SEBI (Listing Obligationand Disclosure Requirement) Regulations 2015 is annexed to the notice of AGM of thecompany.

The Key Managerial Personnel (KMP) in the Company as per section 2(51) read withSection 203 of the Companies Act 2013 are as follows:

Sr. No. Name of Directors/KMP Designation
1. Mr. Mukesh Desai Chairman & Managing Director
2. Mr. Nitin Mankad Whole time Director
3. Mr. Pradeep Kothari Whole time Director
4. Mr. Arvind Tambi Chief Financial Officer
5. Ms. Sejal Desai Company Secretary & Compliance Officer (upto 4th Aug. 2018)

Mr. Mukesh Desai was appointed as Managing Director of your Company w.e.f. 21stNovember 2016. He was further designated as Chairman and Managing Director w.e.f. 1stApril 2017.

During the year under review Mr. Pradeep Kothari and Mr. Nitin Mankad were appointedas Whole time Director w.e.f. 1st April 2017.

Mr. Arvind Tambi was appointed as Chief Financial Officer of our Company w.e.f. 10thFebruary 2017. He has been re-designated as Chief Financial Officer and Company Secretaryw.e.f 5th Aug 2018.

Ms. Sejal Desai was appointed as Company Secretary of our Company w.e.f. 1stJuly 2016 further designated as Compliance Officer w.e.f. 1st April 2017 hasworked till 4th Aug. 2018.

MEETINGS OF BOARD OF DIRECTORS

During the year the Board met 11 (Eleven) times i.e. on April 01 2017 May 25 2017June 15 2017 July 10 2017 August 7 2017 August 31 2017 September 7 2017September 14 2017 September 27 2017 October 03 2017 and January 25 2018. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

Details of Directors presence in each board meeting is mentioned below:

Name of Directors Number of Meetings attended / Total Meetings held during the F.Y.2017-2018.
Mr. Mukesh Desai 11/11
Mr. Nitin Mankad 11/11
Mr. Pradeep Kothari 11/11
Mr. Keyoor Bakshi 11/11
Mr. Kalyanaraman Ganesan 11/11
Dr. Mrs. Kalpana Joshipura 09/09*

*Dr. Mrs. Kalpana Joshipura was appointed as additional director w.e.f. 15th June2017.

Pursuant to the requirement of Schedule IV to the Companies Act 2013 and the SEBI(Listing Obligation and Disclosure Requirement) Regulations 2015 a separate meeting ofIndependent Directors of the company was held on 25th January 2018.

DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT IF ANY

During the year under review all the Independent Directors have given theirdeclarations stating that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015. In the opinion of Board they fulfill the requirement ofindependence as specified in the Companies Act 2013 and rules made thereunder. All theindependent Directors have given their statement of independence as on beginning of everyfinancial year.

STATUTORY AUDITORS

The members of the company at their Annual General Meeting held on 10thJuly 2017 have appointed M/s. Maloo Bhatt & Co. Chartered Accountants Vadodarahaving Firm Registration Number - 129572W as Statutory Auditors of the Company to conductthe audit for 5 (five) financial years subject to ratification at every Annual GeneralMeeting at such remuneration as may be decided by the Audit Committee and StatutoryAuditors mutually.

COST AUDITORS

The Audit Committee of the Company at its meeting held on 5th May 2018 has recommendedto the Board of Directors for appointment and fixing of remuneration of M/s. V. P. &Associates Cost Accountants Vadodara for audit of cost records of the Company for thefinancial year 2018-19. The Board of Directors of the company at their meeting held on 5thMay 2018 appointed M/s. V. P. & Associates Cost Accountants Vadodara as costauditors subject to ratification of the remuneration by the members of the Company at theensuing Annual General Meeting.

The Cost Audit Report for the financial year 2016-17 issued by M/s. V. P. &Associates Cost Accountants Vadodara as prescribed under Cost Audit Rules was filed withthe Ministry of Corporate Affairs within due date. The Co st Auditors' Report for thefinancial year 2016-17 did not contain any qualification reservation or adverse remark.

SECRETARIAL AUDITORS

Board of Directors at their meeting held on 5th May 2018 re-appointed M/s. Swati Bhatt& Co. Practicing Company Secretary Vadodara as Secretarial Auditor to conduct thesecretarial audit for the financial year 2018-19.

BOARD'S COMMENT ON THE AUDITORS' REPORT

The notes referred to in the Auditors' Report are self-explanatory and they do not callfor any further explanation as required under section 134 of the Companies Act 2013.

CHANGES IN SHARE CAPITAL

During the year under review following changes took place in the share capital of theCompany:

Conversion of Preference shares into equity shares of the Company

The members of the company at their extraordinary general meeting held on 25th May2017 approved conversion of 7355000 preference shares into 2101424 equity shares at aprice of Rs. 35/- per equity share.

Allotment of equity shares:

The Company has allotted 62 97000 equity shares by way of Initial Public Offer (IPO).

Consequently as on 31st March 2018 the authorized share capital of thecompany is Rs 190000000/- divided into 19000000 equity shares of Rs 10/- each andpaid up share capital is Rs 17 99 15610/- divided into 17991561 equity shares ofRs10/- each.

During the year under review company has not issued any shares with different rightssweat equity shares or employee stock options.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

With reference to Section 134(3)(g) of the Companies Act 2013 no loans guaranteesand investments other than trade investments have been made under section 186 of theCompanies Act 2013 in the earlier years as well as during the year under review.

RELATED PARTY TRANSACTIONS

With reference to section 134(2)(h) of the Companies Act 2013 all related partytransactions that were entered into during the financial year ended 31st March 2018 wereon an arm's length basis and in the ordinary course of business hence disclosure underForm AOC-2 is not required. Details of related party transactions made during the year areattached to the notes to the balance sheet. The Board has approved a policy for relatedparty transactions which is available on the Company's website. The web-link as requiredunder SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 ishttp://www.innovativetyres.com/investor_relations/policies_programme

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES (CSR)

As per provisions of Section 135 of the Companies Act 2013 provisions for CSR isapplicable to every company having net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year.

Your Company has earned Net profit before tax exceeding Rs 5 crores during the previousfinancial year therefore CSR provisions are applicable to your Company for the financialyear 2017-18 and accordingly Board of Directors have constituted CSR Committee at theirmeeting held on 3rd October 2017 comprising of following members:

Name of Member Category
Dr. Mrs. Kalpana Joshipura Chairperson to the Committee
Mr. Mukesh Desai Member to the Committee
Mr. Pradeep Kothari Member to the Committee

On recommendation of Corporate Social Responsibility Committee the Board hasformulated Corporate Social Responsibility Policy and adopted the same. The detailed CSRpolicy of the Company is available on the website of the Company www.innovativetyres.com.During the year under review CSR Committee met on 25thJanuary 2018. Detailsof CSR activities undertaken during the current financial year are detailed in Annexure- 5 to this report.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177(1) of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 the company has formulatedAudit Committee. Composition of Audit Committee is as follows.

Name of Member Category
Mr. Keyoor Bakshi Chairman to the Committee
Mr. Kalyanaraman Ganesan Member to the Committee
Mr. Mukesh Desai Member to the Committee

During the year under review members of the audit committee met on 25thMay 2017 and 25th January 2018. Chairman of Audit Committee was present inthe Annual General Meeting held during current financial year on 10th July2017.

VIGIL MECHANISM

In compliance with the requirement of Section 177(9) & (10) of the Companies Act2013 and SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015 aVigil Mechanism or Whistle Blower Policy for Directors employees and other stakeholdersto report genuine concerns has been established. This is available on the website of theCompany i.e. www.innovativetyres.com

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

As per the provisions of Section 178 of the Companies Act 2013 the Company hasre-constituted its Nomination & Remuneration Committee with following members' w.e.f.15th June 2017.

Name of Member Category
Dr. Mrs. Kalpana Joshipura Chairperson
Mr. Keyoor Bakshi Member
Mr. Kalyanaraman Ganesan Member

The brief contents of Nomination & Remuneration Policy of the Company prepared inaccordance with Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations & Disclosure Requirement) Regulations 2015 are provided in CorporateGovernance Report.

Nomination & Remuneration Committee met on 5th May 2018 to evaluateperformance of individual directors for the FY 2017-18 and to evaluate the performance ofMr. Keyoor Bakshi and Mr. Kalyanaraman Ganesan for their continuation of term asindependent director.

STAKEHOLDERS GRIEVANCES COMMITTEE

To resolve the investor's grievances company has formulated Stakeholders/InvestorGrievance Committee w.e.f. 1 5th June 2017. Composition of the Committee is asfollows:

Name of Member Category
Dr. Mrs. Kalpana Joshipura Chairperson
Mr. Mukesh Desai Member
Mr. Pradeep Kothari Member

The Chairperson of this Committee is non-executive director pursuant to the provisionsof Regulation 20 of SEBI (LODR) Regulations 2015.

DISCLOSURES PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) AMENDMENT RULES 2016:

The Disclosure pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 is attached as Annexure - 6.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (C) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation 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 had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively;

f) The directors have laid down internal financial controls to be followed by thecompany and such internal financial controls are adequate and operating efficiently.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information functioning etc. Theperformance of the Committees were evaluated by the board after seeking inputs from thecommittee members on the basis of criteria such as the composition of committeeeffectiveness of committee meetings etc.

The Board and the Nomination & Remuneration Committee reviewed the performance ofthe individual directors on the basis of criteria such as the contribution of individualdirector to the board and committee meetings representation of shareholders interest andenhancing shareholders value etc. In addition Chairman was also evaluated on the keyaspects of his role. Performance evaluation of independent directors was done by theentire board excluding the independent director being evaluated.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 pertaining toconservation of energy technology absorption foreign exchange earnings and outgo havebeen furnished below:

1. Following jobs were carried out during the year for conservation of energy :

• In house training and awareness programmes.

• Installation of Energy meters at the TBM m/cs.

• Recovery of process discharged water which was otherwise being disposed off tosurface drain.

• Recovery of Hot Water Return directly to the Hot Water Generator resulting toreduction of running time of the Hot Water Generator Make-up Pump.

• Installation of Pressure Regulating Control Valve at E-line HP steam header.

• Correction of the APH of 10 TPH boiler to prevent mixing of combustion air andflue gas resulting to stoppage of the 2nd FD Fan at 10 TPH boiler.

• Rationalisation and modification of steam distribution system resulting toreduction of 01 set of steam header including related pipe fittings and valves.

• Use of LED flood lights at RMS Store.

• Upgradation of 10 TPH boiler operations resulting to reduction in running timeof the 05 TPH boiler.

2. The steps taken by the Company for utilizing alternate sources of energy :

• Use of day lights by providing transparent roof sheets.

• Use of Solar Power - 1st Phase of 240 KW is installed and commissioned.

• Use of Bio-mass fuel in the coal fired process boiler.

3. Capital investment on energy conservation equipments : NIL

B. EFFORTS MADE TOWARDS TECHNOLOGY ABSORPTION

a. Efforts made towards technology absorption:

The Company is exploring technology options for better manufacturing process.Development of R & D Centre is mainly focused for exploring better technologiesavailable in the existing product and new models.

b. Benefits derived like product improvement cost reduction product development orimport substitution

The company is able to cater its customers through innovation in technology and throughproduct mix

c. Information regarding technology imported during the last 3 years:

The Company has not imported technology. However it has made indigenized technologicaldevelopment by in-house developing and installing carbon bulk handling system Chemicalingredient weighing Machine Four Roll Calendar Equipment OTR band building machine bandInserter introduced on Truck Tyre Building Machine and Hot water curing Machine installedfor better performance of product.

d. Expenditure incurred on Research and Development - Rs. 37.05 lakhs

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars 2017-18 2016-17
Total foreign exchange outgo 1330.65 2984.26
Total foreign exchange inflow 6062.40 3951.98

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS

No significant and material order has been passed by regulators courts tribunalsimpacting the going concern status and Company's operations in future.

UPGRADATION IN CREDIT RATING:

Your directors are pleased to inform you that during the year under review the creditRating Agency M/s India Rating & Research has improved the credit rating from"B-" to "BB+" with "Stable" outlook.

DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE UNDER WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to its womenemployees during the year under review.

ACKNOWLEDGEMENTS

The Board acknowledges with gratitude the co-operation and assistance provided to yourcompany by its bankers Financial Institutions and government as well as Non-governmentagencies. The Board wishes to place on record its appreciation to the contribution made byemployees of the company during the year under review. Your Directors thanks thecustomers clients vendors other business associates Auditors RTA and members fortheir continued support in the Company's growth.

FOR THE BOARD OF DIRECTORS
INNOVATIVE TYRES & TUBES LIMITED
Mukesh Desai
Date : 4th August 2018 Chairman & Managing Director
Place : Halol (DIN: 00089598)