The Members of
Innoventive Venture Limited Pune
The Directors hereby present the report on business and operations of the Company forthe year ended 31st March 2014.
| || ||(Rs. in Lacs) |
|Particulars ||Year ended 31.03.2014 ||Year ended 31.03.2013 |
|Turnover / Income ||0.00 ||0.00 |
|Other Income ||0.00 ||0.00 |
|Total Expenditures (Including extra-ordinary item) ||119.47 ||63.83 |
|Interest and Finance Cost ||11.34 ||25.57 |
|Depreciation ||0 ||0 |
|Profit Before Tax ||(130.72) ||(89.40) |
|Provision for Tax ||0 ||0 |
|Profit After Tax ||(130.72) ||(89.40) |
Note- Figures in bracket indicate negative figures.
The Company has following one subsidiary within the meaning of Section 4(1)(b)(ii) ofthe Companies Act 1956.
Highbrow Investments Pvt Ltd(99.99% holding)
In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Statement of Profit and Loss and other documentsof the subsidiary companies are not being attached with the Balance Sheet of the Company.However the financial information of the subsidiary companies is disclosed in the AnnualReport in compliance with the said circular. The Company will provide a copy of separateannual accounts in respect of each of its subsidiary to any shareholder of the Company whoasks for it and the said annual accounts will also be kept open for inspection at theRegistered Office of the Company and that of the respective Subsidiary Companies.
Your Directors dont recommend any dividend for the financial year ended March 312014.
Managements Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India ispresented in a separate section forming part of the Annual Report.
Consolidated Financial Statement
In accordance with the Accounting Standard (AS) 21 on Consolidated Financial Statementsread with AS 23 on Accounting for Investments in Associates the audited consolidatedfinancial statement is provided in the Annual Report.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 and the Companies (Particulars ofEmployees) Amendment Rules 2011 the name and other particulars of employees are set outbelow.
|Name Designation Qualification & Age ||Date of Joining ||Experience ||Gross Remuneration (Rs. In Lacs) ||Previous Employment Designation ||Details of Shareholding |
|Name & Designation: Mr. O. K. Balraj Managing Director ||05.11.2012 ||Over 30 years ||125 ||Escorts Group Group CFO / Director ||NIL |
|Qualification: Chartered || || || || || |
|Accountant || || || || || |
|Age: 58 years || || || || || |
In terms of the Articles of Association of the Company Mr. Pradeep Tupe retire at theensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of theListing Agreement with the Stock Exchanges.
At present your Company has 3 (Three) Non-Executive Directors who are IndependentDirectors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuantto Section 149 of the Companies Act 2013 every listed company shall have at leastone-third of its total strength of the Board of Directors as Independent Directors. Basedon the present composition of the Board of Directors and the number of IndependentDirectors the Company complies with this requirement.
During this Annual General Meeting it is proposed to confirm the appointment of allthe present Independent Directors to bring their appointment in tune with the provisionsof the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 the period of appointment ofIndependent Directors shall be 5 (Five) consecutive years from the date of theirappointment at Annual General Meeting and they are not liable to retire by rotation.
Your Company has not accepted any public deposits during the year under review.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally.
The Report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid Clause 49 isattached to the Report on corporate governance.
M/s. R. Kabra & Co Chartered Accountants Mumbai Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
The Company has received letters from M/s. R. Kabra & Co Chartered AccountantsMumbai that their reappointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory. The Reply to the comments of Auditors Report is detailed under separatehead in the Directors Report. M/s. R. Kabra & Co Chartered Accountants Mumbairetire and being eligible offer themselves for appointment.
The Board of Directors recommends their appointment.
Energy Technology and Foreign Exchange
As the Companys operations do not involve any manufacturing or processingactivities the particulars as per Companies (Disclosures of particulars in the Report ofthe Board of Directors) Rules 1998 regarding conservation of energy and technologyabsorption are not applicable.
The foreign exchange earnings and outgo during the year is NIL.
Directors' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 withrespect to Directors Responsibility Statement it is hereby confirmed that:
1. in the preparation of the annual accounts for the year ended March 31 2014 theapplicable accounting standards read with requirements set out under Schedule VI to theCompanies Act 1956 have been followed and there are no material departure from the same;
2. 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 as at March 31 2014 and of the Loss ofthe Company for the year ended on that date;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
4. the Directors have prepared the annual accounts of the Company on a goingconcern basis.
Your Company has taken due caution while preparing this Annual Report (theReport). The Report may contain futuristic or forward looking statements which themanagement believes to be true to the best of their knowledge. However actual results maydiffer from those mentioned in the Report.
Your Directors would like to express their appreciation for the assistance andco-operation received from the financial institutions Companys Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompanys executives staff and workers.
| ||For and on Behalf of the Board of Directors |
|Place: Pune ||O. K. Balraj ||Ramprasad Joshi |
|Date: 14th August 2014 ||Managing Director ||Director |