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Directors Report of Innoventive Venture Ltd.

Mar 31, 2014

Dear Members,

The Directors hereby present the report on business and operations of the Company for the year ended 31st March, 2014.

Financial Results (Rs. in Lacs) Particulars Year ended Year ended 31.03.2014 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.

SUBSIDIARY COMPANIES

The Company has following one subsidiary within the meaning of Section 4(1)(b)(ii) of the Companies Act, 1956.

- Highbrow Investments Pvt Ltd(99.99% holding)

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of 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 Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies.

Dividend

Your Directors don''t recommend any dividend for the financial year ended March 31, 2014.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Consolidated Financial Statement

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates, the audited consolidated financial 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 the Companies (Particulars of Employees) Rules 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars of employees are set out below.

Directors

In terms of the Articles of Association of the Company Mr. Pradeep Tupe retire at the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

At present, your Company has 3 (Three) 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.

During this Annual General Meeting, it is proposed to confirm the appointment of all the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013.

Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation.

Deposits

Your Company has not accepted any public deposits during the year under review.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

Auditors

M/ s. R. Kabra & Co, Chartered Accountants, Mumbai, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from M/s. R. Kabra & Co, Chartered Accountants, Mumbai that their re- 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 re-appointment.

You Innovate, We Create!

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory. The Reply to the comments of Auditors Report is detailed under separate head in the Director''s Report. M/ s. R. Kabra & Co, Chartered Accountants, Mumbai retire and, being eligible, offer themselves for appointment.

The Board of Directors recommends their appointment.

Energy, Technology and Foreign Exchange

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1998 regarding conservation of energy and technology absorption, 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, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies 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 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 March 31, 2014 and of the Loss of the Company for the year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

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 would like to express their appreciation for the assistance and co-operation received from the financial institutions, Companys, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s 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


Mar 31, 2013

To, The Members of, Innoventive Venture Limited, Pune

The Directors hereby present the report on business and operations of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in Lacs except per share data)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Turnover / Income 0.00 0.00

Other Income 0.00 0.00

Total Expenditures (Including extra-ordinary item) 63.83 4.48

Interest and Finance Cost 25.57 0

Depreciation 0 0

Profit Before Tax (89.40) (4.48)

Provision for Tax 0 0

Profit After Tax (89.40) (4.48)

Balance Brought forward from last year(402.66) (398.18)

Balance Carried over to Balance sheet (492.06) (402.66)

EPS (Face value - Rs. 10/- per equity share) (0.59) (0.03)

Note- Figures in bracket indicate negative figures.

SUBSIDIARY COMPANIES

The Company has following two subsidiaries within the meaning of Section 4(1)(b)(ii) of the Companies Act, 1956.

- Aim Filtertech Private Limited (51% holding)

- Membrane Filters (India) Private Limited (51% holding)

Note: Opal Luxury Time Products Limited ("Opal”) was a subsidiary company of Innoventive Venture Limited during the year under review. However, Opal ceased to be subsidiary company in March 2013, due to Preferential Allotment made by Opal under Pre-IPO Placement in pursuance of Initial Public Offer.

Financial Statements of the Subsidiary Companies

The Company shall made available annual accounts of subsidiary companies and other related information to the members of holding & subsidiary companies. The annual accounts shall also be available for inspection by any members at its registered office & those of respective subsidiary companies. Further, the company will provide hard copy of details of account of the subsidiary companies, upon receipt of a request from any shareholder of the Company.

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement of attaching annual reports of subsidiary companies subject to certain conditions being fulfilled by the Company. In pursuance of this Circular, the Company has complied with necessary provisions for not attaching annual reports of subsidiary companies to Company''s Balance Sheet

DIVIDEND

The Directors of the Company do not recommend any dividend for the financial year ended 31st March, 2013.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 and the Companies (Particulars of Employees) Amendment Rules, 2011, the name and other particulars of employees are set out below.

Gross Previous

Name, Designation, Date of Details of

Experience Remuneration Employment

Qualification & Age Joining Shareholding

(Rs. In Lacs) Designation

Name & Designation: Mr. O. 05.11.2012 Over 30 50.55 Escorts Group, NIL

K. Balraj years Group CFO /

Managing Director Director

Qualification: Chartered Accountant

Age: 57 years

DEPOSITS

The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS

During the financial year under report, the Board of Directors appointed Mr. O. K. Balraj as Managing Director of the Company subject to approval of Members and other necessary approvals, if any. Further, the Board seeks confirmation pursuant to Section 260 of the Companies Act, 1956 from members for reappointment of Mr. O. K. Balraj. Additionally, the Board also seeks approval of members for appointment of Mr. O. K. Balraj as Managing Director of the Company.

In accordance with the provisions of Section 256 of the Companies Act, 1956 Mr. Ramprasad Joshi retires by rotation at the forthcoming Annual General Meeting (AGM) and being eligible offers himself for the reappointment. The Board seeks approval of the shareholders for reappointment of Mr. Ramprasad Joshi at the ensuing AGM.

Pursuant to the requirement of the Listing Agreement of Stock Exchanges on Corporate Governance, the information about the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the annexure to the Notice calling 28th Annual General Meeting.

NOTE ON CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in this Annual Report.

AUDITORS

M/s. R. Kabra & Co, Chartered Accountants, Mumbai retire and, being eligible, offer themselves for appointment.

The Board of Directors recommends their appointment.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

As the Company''s operations do not involve any manufacturing or processing activities, the particulars as per Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1998 regarding conservation of energy and technology absorption, are not applicable.

The foreign exchange earnings and outgo during the year is NIL.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

1. that in the preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 and of the loss of the Company for the year under review;

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, 1956 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 on 31st March, 2013 on a `Going Concern basis''.

CAUTIONARY STATEMENT

The information and opinion expressed in the Report may contain certain forward-looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in the Report. Important factors that could make a difference to the Company''s operations include, among others, economic condition in the domestic and the overseas market in which the Company operates, changes in the government regulations, tax laws and other statue and incidental factors

ACKNOWLEDGEMENT

The Board of Directors of your Company wishes to record their appreciation for co-operation, support from all the stakeholders of the Company. Your Directors also gratefully acknowledge the sincere efforts and guidance extended to the Company by its customers, vendors, government authorities, bankers, employees. For and on Behalf of the Board of Directors

Place: Pune O. K. Balraj Ramprasad Joshi

Date: 30th May, 2013 Managing Director Director


Mar 31, 2011

TO THE MEMBERS

The Directors present the 26th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2011.

1. Financial Highlight

(In Rs.)

Financial Results Year ended Year ended 31.03.2011 31.03.2010

Sales - -

Other Income - 1,05,602

Profit before Interest and Tax (53,32,297) (32,223)

Less : Interest - -

Profit before Tax (53,31,297) (32,223)

Add: Provision for Taxes - -

Deferred Tax - -

Loss after Tax (53,31,297) (32,223)

Add: Preliminary expenses written off - -

Net Profit for the Year (53,31,297) (32,223)

Brought forward loss of Previous year (3,44,85,695) (3,44,53,472)

Loss carried to Balance-sheet (3,98,17,992) (3,44,85,695)

Earning Per share (7.25) (0.04)

2. Dividend

In view of losses, the Directors do not recommended any dividend for the year ended 31st March 2011.

3. Deposits

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

4. Future business plans of the company

The Company has considered various action plans and initiated talks for potential profitable businesses and is planning long term strategy for its business which inter alia includes diversification into lucrative areas.

5. Directors

Mr. Deepak Bhandari has resigned from the Board with effect from close of working hours on 5th January, 2011. The Directors wish to place on record their appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Shri Ramprasad Joshi, who retires by rotation and being eligible, offers himself for re - appointment.

6. Directors responsibility statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your director's state:

a) That in the preparation of the annual accounts for the year ended 31st March 2011; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That 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 as at 31st March 2011 and of the loss of the Company for the year ended on that date.

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the annual accounts have been prepared on a going concern basis.

7. Auditors

M/s. R. Kabra & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

8. Corporate Governance Report

A report on Corporate Governance has been provided in the Annual Report. The Auditors certificate on Corporate Governance forms an annexure to this report.

9. Listing with Stock Exchange

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

10. Conservation of energy, technology absorption, foreign exchange earnings and Outgo Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company.

11. Compliance certificate

In accordance with the requirements of Section 383(1A) of the Companies Act, 1956, certificate from Practicing Company Secretary for the year ended 31st March 2011, is attached.

12. Particulars of Employees

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. Acknowledgement

Your directors express their thanks and appreciation for the Cooperation they received from various Government authorities and Employees of the Company.

For and on behalf of the Board

Place: Mumbai Dated: August 05, 2011

(Ramprasad Joshi) (Pradeep Tupe) Director Director




Mar 31, 2010

The Directors present the 25th Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2010.

1. Financial Results

Financial highlights

(InRs.)

Financial Results Year ended Year ended 31.03.2010 31.03.2009

Sales - -

"Other Income 1,05,602 -

Loss Before Interest and Tax (32,223) (3,27,246)

Less: Interest - -

Loss Before Tax (32,223) (3,27,246)

Add: Provision for Taxes - -

Deferred Tax - -

Loss after Tax (32,223) (3,27,246)

Add: Preliminary Expenses Written off 17,19,484

Add: Deferred Tax Assets Written off 1,29,09,420

(32,223) (1,49,56,150)

Brought forward loss of Previous year (3,44,53,472) (1,94,97,322)

Loss carried to Balance-sheet (3,44,85,695) (3,44,53,472)

Earning Per share (0.04) (20.35)

2. Dividend

In view of losses, the Directors do not recommended any dividend for the year ended 31st March 2010.

3. Fixed Deposits

The Company has not accepted any Fixed Deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under during the year under review.

4. Future business plans of the company

The Company has considered various action plans and initiated talks for potential profitable businesses and is planning long term strategy for its business which inter alia includes diversification into lucrative areas.

5. Directors

In accordance with Article 82 of the Articles of Association of the Company and the Section 260 of the Companies Act, 1956, Mr. Anand Prakash Agrawal was appointed as Additional Director of the Company with effect from 30 June, 2009 and he informed the board to not to continue as a director of the Company from 30th September, 2010 and Mr. Ramprasad Joshi and Mr. Pradeep Tupe were appointed as Additional Director of the Company with effect from 10th August, 2010

Mr. Hemant Sanchetee has resigned from the Board with effect from close of working hours on 8th October, 2009. The Directors wish to place on record their appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

6. Directors responsibility statement

In terms of Section 217 (2AA) of the Companies Act, 1956, your directors state:

(a) That in the preparation of the annual accounts for the year ended 31st March 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) That 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 as at 31st March 2010 and of the loss of the Company for the year ended on that date.

(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) That the annual accounts have been prepared on a going concern basis.

7. Auditors

M/s. R. Kabra & Co., Chartered Accountants will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

8. Corporate Governance Report

A report on Corporate Governance has been provided elsewhere in the Annual Report. The Auditors certificate on Corporate Governance forms an annexure to this report.

9. Listing with Stock Exchange

The Company continues to remain listed with Bombay Stock Exchange Limited and annual listing fee for the same has been paid.

10. Conservation of energy, technology absorption, foreign exchange earnings and Outgo Details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is not applicable to the Company.

11. Compliance certificate

In accordance with the requirements of Section 383(1 A) of the Companies Act, 1956, certificate from Practicing Company Secretary for the year ended 31st March 2010, is enclosed.

12 Particulars of Employees

During the year under review there were no employees receiving remuneration of or in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

13. Acknowledgement

Your directors express their thanks and appreciation for the Cooperation they received from various Government authorities and Employees of the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Mumbai Vaibhav Maloo Anand Prakash Agarwal

Dated: 4th September, 2010 Director Director





 
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