DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting the 8th Annual Report of the Company with the Audited Balance Sheet as at 31st March, 2015 and the Profit & Loss Accounts for the year ended 31st March, 2015. 1. FINANCIAL RESULT The Company has posted a net loss of Rs. 23, 77,212/- as against the net loss of Rs. 17, 47,362/-during the last year and the same amount is carried forward to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited, the Company has not carried out any other business activity. 2. DIVIDEND In view of the accumulated losses, Directors do not recommend any dividend for the year ended 31st March 2015. 3. STATE OF COMPANY'S AFFAIR The Company's turnover including service income for 2014-15 was Nil as compared with Nil during the previous year. The year has resulted in a net loss after tax of Rs. 23, 77,212/- compared with Rs. 17, 47,362/- during the last year. During the year company has posted cash profit of Rs. Nil against Rs. Nil during the corresponding previous year. 4. SUBSIDIARY AND ASSOCIATE COMPANIES The Company have one associate company namely M/s. Innovassynth Technologies (India) Limited in which Company held 31.79% stake. There has been no material change in the nature of the business of the associate company. 5. RESERVES The board of directors does not propose to transfer any amount to the reserves. 6. LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan to or provided any guarantee or security in favour of other parties. The Company has also not made any investment of its fund with any other par ty. 7. DIRECTORS AND KEY MANAGERIAL PERSONNEL Mr. S. B. Ghia retires by rotation and being eligible has offered himself for re-appointment. During the year under review, Mr. Anil Kumar Pandya, Independent Director and Mr. S. B. Chatterjee, director has been resigned from the office of director and Ms. Rashmi Uday Singh has been appointed as an Independent Director of the Company. The Company has nominated/appointed Mr. S. B. Ghia, Chairman & Managing Director and Mr. Ratnesh Kumar Pandey, Company Secretary as Key Managerial Personnel. 8. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. 9. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; (f) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (g) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES During the year 5 Board Meetings, 6 Audit Committee Meetings, 2 Nomination and Remuneration Committee Meetings, 1 Risk Management Committee Meeting and 1 Stakeholder Relationship Committee Meeting were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 11. DEPOSITS During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013. 12. AUDIT COMMITTEE The composition of the Audit Committee is provided in Corporate Governance Repor t and forms a part of this Annual Report. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review. 13. CORPORATE GOVERNANCE As required under clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Management Discussion and Analysis Report annexed to this report, for part of this Annual Report. 14. NOMINATION AND REMUNERATION POLICY The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Agreement. The policy attached to this report as "Annexure A". 15. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. Hence, no particulars are being provided in Form AOC - 2. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. 16. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report. 17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS During the year under review, the Company has received notice from Bombay Stock Exchange for non submission of reports under Listing Agreement for the quarter ended June 30, 2014. The Company has filed necessary reports with the Bombay Stock Exchange immediately after receipt of notice. 18. AUDITORS a. Statutory Auditor's The Company's Statutory Auditor M/s. N. M. Raiji & Company having ICAI Registration No. 108296W retire at the ensuing Annual General Meeting. The Board, based on recommendation of the Audit Committee, proposes the re-appointment of M/s.N. M. Raiji & Company as the Statutory Auditor of the Company at the ensuing Annual General Meeting. M/s. N. M. Raiji & Company, being eligible has expressed their willingness to such re-appointment as the Statutory Auditor. They have further confirmed their re-appointment would be in pursuance to the provisions of Section 139 and 141 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. The Company is generally regular in remitting the statutory payments. Regarding auditor observations of Clause No IV (a) of CARO, the payments wherever it is payable has been paid subsequently. b. Secretarial Audit 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 has appointed M/s.Sushil Talathi & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as "Annexure B" and forms an integral part of this Report. 19. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 as required under section 92 of the Companies Act, 2013 is included in this Report as "Annexure C" and forms an integral part of this Report. 20. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has no particulars to report regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rules there under. 21. RISK MANAGEMENT POLICY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. 22. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 There are no employees drawing remuneration in excess of the limits set out under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annual Repor t as Annexure "D" which forms a part of this Repor t. 23. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with the Company's procedures and practices. 24. INTERNAL FINANCIAL CONTROLS The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed. 25. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and Clause 49 of the Listing Agreement. 26. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees. _ The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis. During the year, the first Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee along with an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and suppor t provided to the management. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. 27. ACKNOWLEDGEMENT We thank our employees, investors and bankers for their continued support during the year. We are grateful to the various authorities for their continued co operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. On behalf of the Board For Innovassynth Investments Limited Mr. S.B. Ghia Chairman and Managing Director (DIN: 00005264) Date : 6th August, 2015 Place : Mumbai |