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Directors Report of Innovassynth Investments Ltd.

Mar 31, 2015

Dear Members,

The 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 party.

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 Report 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 thereunder.

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 Report as Annexure "D" which forms a part of this Report.

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 alongwith 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 judgement and guidance and support 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 Place : Mumbai Chairman and Managing Director Date : 6th August, 2015 (DIN: 00005264)


Mar 31, 2014

Dear Members,

The Directors submit the 7th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2014 and the Profit & Loss Accounts for the year ended 31st March, 2014.

1. FinancialResults : The company has posted a net lossofRs.17,47,362 as against the netlossofRs.10,76,850 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 referred below, the Company has not carried out any other business activity.

2. Dividend : Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors : Mr. S.B. Ghia and Dr. B. Sahu are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

4. Audit Committee : The Audit Committee has been in operation comprises of three Directors namely Mr. K. Ramasubramanian, who is Chairman of the Committee, Mr. S. B. Chatterjee & Mr. Anil Kumar Pandya as members of the committee.

5. Fixed Deposits / Loans: During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58Aofthe Companies Act, 1956.

6. Energy Conservation, Technology absorption and Foreign Exchange : Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

7. Directors Responsibility Statement: Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 (the Act.) with respect to Directors. Responsibility Statement it is hereby confirmed:

1. That in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors had 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 as at the end of 31st March, 2014 and of the loss of the Company for the period.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going-concern basis, and

8. Auditors : M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

9. 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, form part of this Annual Report

10. Compliance Certificate : A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report. Registered Address : Old Mumbai-Pune Road, Khopoli- 410 203, Dist. Raigad, Maharashtra. On Behalf of Board, S.B. GHIA - CHAIRMAN


Mar 31, 2013

To : The Members,

The Directors submit the 6th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2013 and the Profit & Loss Accounts for the year ended 31st March, 2013.

1. Financial Results :

In this financial year of the company an amount of Rs. 10,76,850/- has been incurred towards expenses of routine nature and the net loss of Rs. 10,76,850/- has been carried to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity.

2. Dividend :

Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors :

Mr. K. Ramasubramanian and Dr. B. Sahu are retiring by rotation at the forthcoming Annual General Meting and being eligible offer themselves for reappointment.

4. Personnel :

None of the Company''s employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the year under review.

5. Fixed Deposits/Loans :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

6. Energy conservation, Technology absorption and Foreign Exchange :

Since the Company does not own any manu- facturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year under review, the company did not have any foreign exchange earnings and outgo.

7. Directors'' responsiblity statement :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors'' Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2013 and of the loss of the Company for the period.

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguard-ing the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going-concern basis.

8. Auditors :

You are requested to appoint auditors for the current year M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

9. Corporate Governance :

As required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, Corporate Governance and Manage-ment Discussion and Analysis Report annexed to this report, form part of this Annual Report.

10. Compliance Certificate :

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor,

Pandurang Budhkar Marg,

Mumbai 400 013.

Place : Mumbai, S. B. GHIA

Date : 14th August 2013 CHAIRMAN


Mar 31, 2012

The Directors submit the 5th Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2012 and the Profit & Loss Accounts for the year ended 31st March, 2012.

1. Financial Results :

In this financial year of the company an amount of Rs. 19,90,022/- has been incurred towards expenses of routine nature and the net loss of Rs. 19,90,022/- has been carried to the Balance Sheet. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity.

2. Dividend :

Your Directors do not recommend any dividend for the period under review due to the losses suffered by the Company.

3. Directors :

Mr. A. K. Pandya and Mr. S. B. Chatterjee are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. S. S. Sami resigned from the Board with effect from 14th August, 2012. The Company places on record the valuable guidance and contribution made by him for the Company.

4. Utilisation of Funds from Preferential issue of Equity Shares :

In furtherance of the EGM Resolution passed on 5th May, 2011 the company has allotted 4,00,000 Equity Shares of Rs.10 each and the funds realized from the issue (i.e. Rs.19 lakhs) have been utilized for repayment of interest free loans taken earlier & to meet expenses of the company.

5. Personnel :

None of the Company's employees was in receipt of remuneration aggregating to Rs. 60,00,000/- or more per annum or Rs. 5,00,000/- or more per month during the year under review.

6. Fixed Deposits/Loans :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

7. Energy conservation, Technology absorption and Foreign Exchange :

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

8. Directors' responsibility statement :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2012 and of the loss of the Company for the period.

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

4. that the directors had prepared the annual accounts on a going-concern basis.

9. Auditors :

You are requested to appoint auditors for the current year M/s. N. M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for reappointment.

10. 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, form part of this Annual Report.

11. Compliance Certificate :

A Certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor,

Pandurang Budhkar Marg,

Mumbai 400 013.

Place : Mumbai, S. B. GHIA

Date ; 14th August 2012 CHAIRMAN


Mar 31, 2010

The Directors submit the 3rd Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS :

The Company has not carried out any business during the year. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity. In this second Financial year of the company an amount of Rs.7,72,024/- has been incurred towards expenses of routine nature and the net loss of Rs.7,91,838/- (including miscellaneous expenses written off) has been carried to the Balance Sheet. The Directors do not recommend declaration of any dividend for the year ended 31st March, 2010.

2. SCHEME OF ARRANGEMENT & LISTING OF COMPANYS SHARES:

As the Members are aware, the Bombay Stock Exchange Ltd. had, vide their letter No DCS/AMAlVVB/IP/355/ 2009-10 dated July 22,2009 approved listing of Companys equity shares in their Exchange subject to the condition that the trading will be permitted only after the Company files with the Exchange relaxation of Rule 19(2) (b) of the Securities Contracts (Regulations) Rules 1957, from Securities and Exchange Board of India (SEBI) After receipt of approval for listing from Bombay Stock Exchange, the matter is being pursued with SEBI for getting the relaxation under above referred Rule 19(2)(b). SEBI has sought some clarifications regarding shareholding pattern etc. These were furnished to SEBI promptly. The matter is pending with SEBI and as soon as SEBI gives its clearance, trading in the shares would commence.

3. DIRECTORS:

Mr. S. B. Chatterjee and Mr. Shyam Sami are retiring by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

4. PERSONNEL:

None of the Companys employees was in receipt of remuneration aggregating to Rs. 24,00,000/- or more per annum or Rs. 2,00,000/- or more per month during the year under review.

5. FIXED DEPOSITS/LOANS:

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

6. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the company did not have any foreign exchange earnings and outgo.

7. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act") with respect to Directors Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2010 and of the loss of the Company for the period.

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

4. that the directors had prepared the annual accounts on a going-concern basis.

8. AUDITORS:

You are requested to appoint auditors for the current year. M/s. N.M. Raiji & Co., Chartered Accountants, who f retire at the ensuing Annual General Meeting, are eligible for reappointment.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor, Pandurang Budhkar Marg,

Mumbai - 400 013. S. B. GHIA

Place : Mumbai

Date : 16th August, 2010 CHAIRMAN


Mar 31, 2009

The Directors submit the 2nd Annual Report of the Company along with the Audited Balance Sheet as at 31st March, 2009 and the Profit & Loss Accounts for the year ended 31st March, 2009.

1. FINANCIAL RESULTS :

The Company has not carried out any business during the year. Except the holding of equity shares in Innovassynth Technologies (India) Limited referred below, the Company has not carried out any other business activity. In this second Financial year of the company an amount of Rs. 59,526/- has been incurred towards expenses of routine nature and the net loss of RS. 3,30,969/- (including miscellaneous expenses written off) has been carried to the Balance Sheet. The Directors do not recommend declaration of any dividend for the year ended 31st March, 2009.

2. SCHEME OF ARRANGEMENT & LISTING OF COMPANYS SHARES :

In pursuance of the order passed by the Honble High Court, Mumbai sanctioning the Scheme of Arrangement filed by the Company and Futura Polyesters Limited (FPL) under Sections 391 to 394 of the Companies Act, 1956, FPL transferred, in accordance with the Scheme 2.38,50,070 equity shares of Rs.10/- each aggregating to Rs. 23,85,00,700/- held in Innovassynth Technologies (India) Limited in favour of the Company. The Company had in turn allotted five (5) equity shares of the Company against every eleventh (11) equity shares held in FPL to those shareholders of Futura Polyesters Limited (FPL) whose names appeared in the Register of Members of FPL as on the book closure dates. The relevant shares so allotted by the Company had been credited to the beneficiaries account of those holding shares in demat in FPL and share certificates have been sent to those holding physical shares in FPL. The Company then applied to the Bombay Stock Exchange Limited for listing its equity shares and also sought relaxation for listing under Par 8.3.2 of the SEBJ (Disclosure & Investor Protection) Guidelines. The Company has since received a letter from Bombay Stock Exchange Limited giving approval for listing of the Companys shares subject to condition that the trading will be permitted only after the Company files with the Exchange, relaxation of Rule 19(2)(b) of Securities and Exchange Board of India (SEBI) and advertisement given in newspaper as required under Clause 8.3.5.1.3 of SEBI (DIP) Guidelines 2000. The Company is taking effective steps to fulfill the above requirements.

3. SHARE CAPITAL :

Pursuant to the Scheme of Arrangement sanctioned by the Court as referred above, the Authorised Capital was increased to RS. 25,00,00.000/- and Paid-up Capital to Rs. 23,87,80,350/-

4. DIRECTORS :

Mr. K. Ramasubramanium, Mr. Shyam Sami and Mr. S.B. Chatterjee were appointed as Additional Directors, liable to retire by rotation, and will hold office until the forthcoming Annual General Meeting and, being eligible, offer themselves for reappointment. Dr. B. Sahu retires by rotation and being eligible, offers himself for re- appointment. Mr. S. Ramachandran ceased to be a Director from the Board.

5. PERSONNEL :

None of the Companys employees was in receipt of remuneration aggregating to RS. 24,00.000/- or more per annum or RS. 2,00,000/- or more per month during the year under review.

6. FIXED DEPOSITS/LOANS :

During the period under review, the Company had not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956.

7. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Since the Company does not own any manufacturing / production facility, information pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988 are not applicable. During the year under review, the Company did not have any foreign exchange earnings and outgo.

8. DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956 (the Act) with respect to Directors Responsibility Statement it is hereby confirmed:

1. that in the preparation of annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. that the Directors had 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 as at the end of 31st March, 2009 and of the profit or loss of the Company for the period.

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

4. that the directors had prepared the annual accounts on a going-concern basis

9. AUDITORS :

You are requested to appoint auditors for the current year. M/s. N.M. Raiji & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting, are eligible for re-appointment.

Registered Office : On behalf of the Board

Paragon Condominium,

3rd Floor, Pandurang Budhkar Marg,

Mumbai - 400 013. S. B. GHIA

Place : Mumbai

Date : 1.09.2009 CHAIRMAN