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Directors Report of Innocorp Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS

(Rs. in lacs)

YEAR ENDED YEAR ENDED PARTICULARS 31.03.2014 31.03.2013

Sales (Excl: Duties & Taxes) 1173.82 1330.77

Other Income 7.20 9.85

TOTAL INCOME 1181.02 1340.62

TOTAL EXPENDITURE 1014.66 1151.13

Profit/ (Loss) before depreciation & Financial Charges 166.36 189.49

Depreciation 76.11 68.85

Financial Charges 67.09 57.29

Profit Before Tax 23.16 63.35

Prior period items (22.07) (20.70)

Provision for tax 4.52 3.62

NET PROFIT / (LOSS) 5.61 46.27

OPERATIONS:

Your Board would like to bring to your notice that the Company has witnessed significant fall in production due to reduction in orders from Tupperware and profitability during the financial year under review when compared to the last year. In spite of recessionary conditions of market and increasing competition, during the financial year under review, your Company has achieved total net of sales of Rs.1173.82 lakh when compared to last year sales of Rs.1330.77 lakh and recorded net profit of Rs.5.61 lakh for the financial year 2013-14 when compared to net profit of Rs.46.27 lakh during the previous year.

DIVIDEND:

During the Financial Year 2013-14, Your Company has plans for expansion of the business and hence your Directors do not recommend any dividend for the Financial Year 2013-14.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

DIRECTORS:

Sri Sahu Garapati, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Pursuant to the provisions of Section 149 and applicable provisions of the Companies Act, 2013 read with rules thereon, all independent directors of the company are seeking fresh appointment for 5 consecutive years commencing from ensuing Annual General Meeting.

Sri Gopala Krishna Vajha is appointed as Additional Director in the Company w.e.f 8th October, 2013: The Company has received notice from the members of the Company, proposing their respective candidature for the office of Director.

Sri Devineni Madhusudhana Rao resigned from the Board w.e.f 30th September 2013 The Board of Directors re-appointed Sri Prasad Garapati as Chairman & Managing Director, Smt K.Saraswathi as Whole Time Director and Sri Sahu Garpati as Whole Time Director of the Company, subject to the approval of members in their General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES ACT:

The Directors of your Company hereby report:

i. that in the preparation of Annual Accounts for the year ended 31st March 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

ii. that the Directors 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 ended 31st March 2014 and of the profit and loss of the Company for that period;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

Pursuant to the provisions of Section 139 (2) of the Companies Act, 2013, the Statutory Auditors M/s. Ramasamy Koteswara Rao & Co, Hyderabad, as the Statutory Auditors of the Company to hold office from conclusion of this Annual General Meeting for a period of 2 years in accordance with the Act, subject to the ratification of shareholders at every Annual General Meeting.. The Company is in receipt of confirmation from the Statutory Auditor that in the event of his re-appointment as Statutory Auditor at the ensuing Annual General Meeting, such appointment will be in accordance with the limits specified in Section 141 of the Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There are no qualifications in the report of the statutory auditors for the year 2013-14.

PARTICULARS OF EMPLOYEES:

During the financial year under review, none of the employees were in receipt of remuneration in excess of Rs. 5,00,000/- per month or Rs. 60,00,000/- per annum the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 2011.

EMPLOYEE RELATIONS:

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

INFORMATION REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A Statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings is given as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is enclosed as ANNEXURE-A.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the Listing Agreement, a report on management Discussion & Analysis is set out as an ANNEXURE- B.

CORPORATE GOVERNANCE:

The Company is regular in complying with the Clause 49 of the Listing Agreement entered with the Stock Exchanges. A brief report on the Corporate Governance with certificate from the Statutory Auditors of the Company for compliance with the Clause 49 of the Listing Agreement with the Stock Exchanges is set out in AnNeXURE-C.

HUMAN RESOURCE VALUATION:

Your Company recognizes that the human resources are the most crucial factor for achieving sustained growth over the years. The management considers it''s highly motivated and passion driven work force as its partner in the growth of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co-operation received by the Company from various departments of Central/ State Government, Banks, for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders

For and On behalf of the Board of Directors

Place : Hyderabad. Sd/- Date : 13-08-2014 Prasad V S S Garapati Chairman & Managing Director


Mar 31, 2009

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2009.

(Rs.in lacs)

Particulars 31.03.2009 31.03.2008

Sales (Plastic & Cable) 1277.38 1755.04

Contract/Other Income 253.76 278.58

TOTAL INCOME 1531.14 2033.62

Less Excise Duty 237.61 48.18

TOTAL EXPENDITURE 2105.55 1746.09

Profit/(Loss) before depreciation & Financial Charges (812.02) 239.35

Depreciation 48.34 41.32

Financial Charges 154.30 182.36

Profit Before Tax (1014.66) 15.67

Fringe Benefit Tax 1.40 1.25

Prior period items 46.58 0.16

Provision for tax -- 4.38

Deferred Tax - (4.18)

NET PROFIT / (LOSS) (1062.64) 14.04

Balance carried to balance sheet (1063.64) 336.94





Your Directors would like to bring to your kind notice that even though there has been good growth in plastic division there was a significant fall in overall turnover of the Company and incurred overall net loss. Your Directors would like to state that the cable division was adversely affected as Wet Lease Agreement entered with M/s Gem Cables and Conductors Limited was terminated. Further Huge amount of Debtors and advances were treated as irrevocable and converted into bad debts. Your Directors are hopeful of good performance and profitability in future years.

SUBSIDIARY DETAILS:

The Board of Directors in their meeting held on 2nd December, 2008 has divested the investments made in the Subsidiary Companies in Innosoft Technologies Inc., and Inno Projects Private Limited

DIVIDEND:

During the Financial Year 2008-09, Your Company has recorded a Net Loss; hence your Directors do not recommend any dividend for the Financial Year 2008-09.

DEPOSITS:

During the year under review, the Company has not accepted deposits attracting the provisions of Section 58A of the Companies Act 1956.

DIRECTORS:

Sri Devineni Madhusudhan Rao retires at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

Sri Cherukuri Subrahmanyam was inducted as Additional Director w.e.f 31st October, 2008 and Sri Sahu Garapati was inducted as Additional Directors w.e.f 1st November, 2008:

The Company has received individual notices from the members of the Company complying with the provisions of Section 257 of the Act, proposing their respective candidature for the office of Director.

Relevant resolutions are proposed for your consideration.

Sri MVS Birinchi resigned from the Board w.e.f 21st October 2008 and Smt Lakshmi V.V.V. Garapati has resigned from the Board w.e.f 25th March, 2009

The Board of Directors re-appointed Sri Prasad V.S.S.Garapati as Chairman & Managing Director and Smt K.Saraswathi as Whole Time Directors of the Company, subject to the approval of members in their General Meeting.

Relevant resolutions are proposed for your consideration.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2 AA) OF THE COMPANIES ACT:

The Directors of your Company hereby report:

(i) that in the preparation of Annual Accounts for the year ended 31st March,2009, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 ended 31st March, 2009 and of the profit and loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. J B R K & CO., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re- appointment. The Company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224( 1B) of the Companies Act, 1956. The Board recommends their appointment.

PARTICULARS OF EMPLOYEES:

During the year under review, none of the employees were in receipt of remuneration in excess of the limits prescribed under the Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEE RELATIONS:

The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.

INFORMATION REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A Statement of particulars of the conservation of energy, technology absorption and foreign exchange earnings and outgoings is given as required under the Companies (Disclosure of Particular in the Report of the Board of Directors) Rules, 1988, is enclosed as ANNEXURE-A

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provision of clause 49 of the Listing Agreement, a report on management Discussion & Analysis is set out as an ANNEXURE- B

CORPORATE GOVERNANCE:

The Company is regular in complying with the Clause 49 of the Listing Agreement entered with the Stock Exchanges. A brief report on the Corporate Governance with certificate from the Statutory Auditors of the Company for compliance with the Clause 49 of the Listing Agreement with the Stock Exchanges is set out in ANNEXURE-C.

HUMAN RESOURCE VALUATION:

Your Company recognizes that the human resources are the most crucial factor for achieving sustained growth over the years. The management considers its highly motivated and passion driven work force as its partner in the growth of the Company.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with gratitude and wish to place on record their sincere thanks and appreciation for the co-operation received by the Company from various departments of Central/ State Government, Banks, for their continued co-operation and the support extended during the year. Your Directors also wish to acknowledge the continued support and confidence reposed in the management by the Shareholders.



By order of the Board

For INNOCORP LIMITED

Sd/-

Piace : Hyderabad PRASAD V S S GARAPATI

Date : 28.08.2009 Chairman & Managing Director

 
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