| Dear Members,
We are delighted to present the report on our business and operations
for the year ended 31st March, 2015. Following are the financial
highlights of the year under review:
FINANCIAL HIGHLIGHTS:
Year Ended Year Ended March
Particulars March 31,2015 31,2014
In Lacs except In Lacs except
per share data) per share data)
Turnover/Income (Gross) 37,162.23 41,388.03
Turnover/Income (Net) 34,196.96 38,646.51
Other Income 370.64 11,274.49
Total Expenditures
(Including Interest & 57,084.52 93,809.50
Depreciation)
Profit Before Tax (22,516.94) (43,888.50)
Provision for Tax
Current " "
Deferred (455.54) (5,137.14)
MAT (Credit) - 4,700.96
Tax for Earlier Period (713.11) 13.25
Profit After Tax (21,348.29) (43,465.56)
Balance Brought forward
from last year (27,773.78) 15,030.15
Profit Available for
Appropriation
Reversal -
Proposed Dividend on
Equity Shares - 565.52
Dividend
Distribution Tax - 96.11
Surplus carried over
to Balance sheet (49,122.04) (27,773.78)
EPS (Face value
Rs. 10/- per equity (35.79) (72.88)
share)
Note: Figures of previous year have been regrouped wherever necessary.
OPERATIONS
In spite of challenging year with respect to demand and financial
position of company, the company was able to maintain its operational
levels and achieved Gross Sales of Rs. 371.62 Cr. against Rs. 413.88
Cr. in the previous year. There is improvement in operational
efficiencies and benefits delivered from cost reduction enable the
company to achieve better results. Total expenditure for the year was
Rs. 570.84 Cr. as against Rs. 938.09 Cr. in previous year. Profit
Before taxation stood at Rs. (225.16) Cr. as compared to the last year
Rs. (438.88) Cr.
DIVIDEND & RESERVES
As your company is in CDR it is necessary to optimize use of resources
to improve the situation of company. Your Directors have not
recommended any dividend for financial year ended 31st March, 2015.
During the year under review, no transfer is proposed to the General
reserve.
STATE OF COMPANIES AFFAIRS
Discussion on the state of Company's affairs is forming part of the
Management Discussion and analysis Report (MD&A). MD&A for the year
under review, as stipulated under clause 49 of Listing Agreement, is
presented in a separate section forming part of this Annual Report.
During the Year your Company has acquired 100% stake in Innovative
Technomics Pvt. Ltd. This manufactures high voltage soft starters and
testing equipment for domestic and Global Markets.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES
A report on the performance and financial position of each of the
subsidiaries, as per the Companies Act, 2013 is provided as a part of
the financial statement and hence not repeated here for the sake of
brevity.
In view of the above, Annual Report 2014-15 of your Company does not
contain the annual reports of its subsidiaries. A statement containing
summarized financials which includes reserves, total assets, total
liabilities, investments, total sales, profit before tax etc. of all
subsidiaries is included in this report. The audited annual accounts
and related information of subsidiaries will be made available upon
request. These documents will also be available for inspection during
business hours at registered office of the Company.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
AUDITORS
At the 23rd Annual General Meeting heid on 15th July 2015, Bharat J.
Rughani & Co., Chartered Accountants, Mumbai were appointed as Auditors
of the Company, to hold office for the period of five years i.e. from
the conclusion of 23rd Annual General Meeting till the conclusion of
28th Annual General Meeting, and the said appointment is subject to the
ratification by the members at every Annual General Meeting in terms of
First Proviso to section 139mof the Companies Act 2013.
The Company has received letter from Bharat J. Rughani & Co., Chartered
Accountants, Mumbai to the effect that their appointment, if made would
be within the prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for appointment.
The Directors recommend ratification of their appointment from the
conclusion of ensuing Annual General Meeting till the conclusion of
next Annual General Meeting.
AUDITORS REPORT
The notes on Financial Statements referred to in the Auditors Report
are self-explanatory and hence do not call for any further comments.
COST AUDIT
Pursuant to section 148 of Companies Act, 2013 read with The Companies
(Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company is required to be audited. Your Directors
had, on the recommendation of Audit Committee; appointed Mr. A. J.
Paranjape, Cost Accountants, Pune for conducting the cost audit of the
Company for Financial Year 2015-16 on the remuneration of Rs.
3,00,000/- plus service tax at the applicable rates and reimbursement
of out of pocket expenses.
As required under the Companies Act 2013, the remuneration payable to
the cost Auditors is required to be ratified by the members of the
company. Accordingly, resolution seeking members ratification for
remuneration to be paid to cost Auditors is included in the notice
convening Annual General Meeting.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204, of the Companies Act, 2013, the
Board had appointed MRV & Associates, Company secretaries, Pune, to
undertake Secretarial Audit of the Company for the Financial Year
2014-15. The Secretarial Audit Report is annexed herewith as Annexure
"A". The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
EXTRACT OF ANNUAL RETURN
An extract of the Annual return as on 31st March, 2015, pursuant to the
Section 92(3) of the Companies Act, 2013in Form MGT-9 is annexed hereto
as Annexure "B".
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is presented in a separate section forming part of
this Annual Report.
Chairman & Managing Director have certified to the Board with regard to
the financial statements and other matters as required by the aforesaid
clause of the listing agreement and the said certificate is also
annexed to and forms a part of this Report.
A Certificate from Secretarial Auditors of the Company, MRV &
Associates, Company Secretaries, Pune confirming compliance with
conditions of Corporate Governance is also attached to Report on
Corporate Governance.
RELATED PARTY TRANSACTIONS
All related party Transactions entered in to by the Company during the
financial year were in the ordinary course of Business and on an arm's
length basis. Particulars of material contracts/ arrangements entered
into by the Company with related parties referred to Section 188(1) of
the companies Ac, 2013 are provided in Form AOC-2, which is annexed
herewith as annexure "C". Related party disclosures as per Accounting
Standard 18 have been provided in Notes to the Financial Statement.
PARTICULARS OF LOANS AN D ADVANCES
Company has not given any loan or issued any guarantees or made
investment under the provisions of section 186 of the Companies Act,
2013. Also pursuant to clause 32 of Listing Agreement the disclosure
regarding this has been given in the notes to the financial statement.
RISK MANAGEMENT
Pursuant to requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee and implemented a
risk management policy for the company. The Board has been addressing
various risks impacting the Company including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company. The Board and the Audit
Committee of the Company periodically review and evaluate the risk
management system of the Company so that the management controls the
risks through properly defined network.
CORPORATE SOCIAL RESPONCIBILJTY(CSR)
Your Company is committed to improve the quality of life of the work
force and their families and also the community. Further, the Company
believes that undertaking activities in such a manner that help overall
development of the society.
With the enactment of Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014 the company has undertaken
activities as per the Corporate Social Responsibility Policy and the
details of CSR activities undertaken by the company are annexed
herewith as Annexure "D". The CSR Policy is available on Companies
website www.innoventive.in.
DIRECTORS
Confirmation of Appointment:
Mr. Ravindra Katre (DIN 00035125) retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for reappointment in terms of the Articles of Association of the
Company.
Appointment of Independent Directors:
During the year, Ms. Pournima Gadiya (DIN 06941211) was appointed as
additional Director, on the Board of Directors of the Company with
effect from 14th November, 2014 and subsequently appointed as director
in the AGM hold on 15th July 2015.
All the 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.
Following directors stepped down from the Board of the Company:
Name of the director DIN Date of Cessation
Mr. Rajendra Jagdale 02700270 14.08.2014
Mr. Ramprasad Joshi 02682144 31.08.2014
Mr. Sanjay Asher 00008221 30.09.2014
Mr. Deepali Agrawal 05103218 01.12.2014
The Board places on record its appreciation for the services'rendered
by the aforesaid directors during their respective tenure as directors
of the Company.
Formal Annual Evaluation:
The Board evaluates the performance of the Board, its Committees and
all individual Directors including Independent Directors every year.
All the Non-executive and Independent Directors on the Board of the
Company are eminent personalities having wide experience in the field
of business, industry and administration. Their presence on the Board
is advantageous and fruitful in taking business decisions.
Familiarization Programme:
Whenever new Non-executive and Independent Directors are inducted in
the Board they are introduced to our Company's culture through
appropriate orientation session and they are also introduced to our
organization structure, our business, constitution, board procedures,
our major risks and management strategy.
The details regarding familiarization program have been uploaded on the
website of the Company at www.innoventive.in
At present, your Company has 2 (Two) Non-Executive Directors who are
Independent Directors pursuant to the provisions of the Clause 49 of
the Listing Agreement. Pursuant to Section 149 of the Companies Act,
2013, every listed company shall have at least one-third of its total
strength of the Board of Directors as Independent Directors. Based on
the present composition of the Board of Directors and the number of
Independent Directors, the Company complies with this requirement.
BOARD COMMITTEES
The Board of Directors of your Company had already constituted various
committees in compliance with the provisions of Companies Act, 2013 and
Listing Agreement viz. Audit committee, Nomination and Remuneration
Committee, Stake holders Relationship Committee and CSR Committee.
During the year under review, in compliance with the provisions of
Clause 49 of listing agreement, the Board had also constituted the risk
management committee.
All the decisions pertaining to the Constitution of committees,
appointment of members and fixing of terms of reference, role of the
committees are taken by the Board of Directors.
Details of the role and composition of these committees, including the
number of meetings held during the financial year and attendance at
meetings, are provided in the Corporate Governance Section of Annual
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3(C) of the Companies Act
2013, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that:
1. in the preparation of the annual financial statements for the
financial year ended on 31st March, 2015, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; if any
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 as at 31st
March 2015 and of the Loss of the Company for the year ended on that
date;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a Going Concern basis'.
5. that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
6. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
MEEETINGS
The Board of Directors of the Company duly met 7 times during the
financial year 2014-15. The dates of such meetings were 29th May, 2014,
14th August 2014, 21st October 2014, 14th November 2014, 15th December
2014, 19th February 2015, 23rd March 2015.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION
OF THE COMPANY
There are no adverse material changes or commitments occurring after
31st March 2015, which may affect the financial position of the
Company.
SIGNIFICANCE AND MATERIAL ORDER
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
PARTICULARS OF REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL
PERSONNEL (KMP) / EMPLOYEES
The prescribed particulars of Employees required under Section
134(3)(q) and Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure "E" and forms part of this report.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and provisions of Listing Agreement, a Vigil Mechanism for
directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.innoventive.in
OBLIGATIIOS OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013
In terms of provisions of the Sexual Harassment.of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has
formulated a Policy to prevent Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
This information on conservation of energy, technology absorption and
Foreign Exchange Earnings and outgo stipulated under section 134(3)(m)
of the Companies Act, 2013 read with the Companies Act, 2013 read with
Rule 8 of companies (Accounts) Rules, 2014 is annexed herewith as
Annexure "F".
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all levels
at the offices and plants of the Company and its subsidiaries
throughout the year under review.
CAUTIONARY STATEMENT
Your Company has taken due caution while preparing this Annual Report
('the Report'). The Report may contain futuristic or forward looking
statements, which the management believes to be true to the best of
their knowledge. However, actual results may differ from those
mentioned in the Report.
ACKNOWLEDGEMENT
Your Directors express their grateful thanks and appreciation for the
assistance and co-operation received from the, bankers, government
authorities, Financial Institutions, and business associates during the
year under review. Your Directors also wish to place on record their
appreciation for the excellent performance and contribution of the
employees to the Company's progress during the year under review.
The Directors also take this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
shareholders.
For and on behalf of the Board of Directors
Innoventive Industries Limited
Place: Pune Chandu Chavan
Date: 9th October, 2015 Chairman & Managing Director
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