Directors Report of Titan Intech Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the 31st Annual report together with Audited accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRES:

(Rs. in lakhs)

Particulars 2014-2015 2013-14

Gross Income 689.46 5.27

Profit Before Interest and Depreciation 35.25 (21.74)

Finance Charges 0 0

Gross Profit 35.25 (21.74)

Provision for Depreciation 22.45 8.21

Net Profit Before Tax 12.8 (15.81)

Provision for Tax 3.95 0

Net Profit After Tax 8.84 (15.81)

Balance of Profit brought forward 8.84 (15.81)

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 8.84 (15.81)

During the year under review, the Company has recorded an income of Rs. 689.46 lakhs and the profit of Rs. 12.80 lakhs as against the income of Rs. 5.27 lakhs and reported loss of Rs. (15.81) Lakhs in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

3. CHANGE IN THE NATURE OF BUSINESS:

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. DIVIDEND:

Your Directors express their inability to recommend any dividend for the financial year 2014-15.

5. BOARD MEETINGS:

The Board of Directors met 6 times during the year on 27.05.2014, 12.08.2014, 14.11.2014, 05.12.2014, 13.02.2015 and 14.02.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose and the maximum gap between any two meetings was less than four months, as stipulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

a) During the year, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri were appointed as an Additional Directors. Now the Board proposes to appoint them as Independent Directors.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing additional director in the independent category, as Independent Director on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Director, including nature of her expertise, is provided in this Annual Report.

Notice has been received from a Member proposing candidature of the Directors namely Mr. G. Madhava Rao and Mr. N. Venkata Simhadri for the office of Independent Director of the Company. In the opinion of the Board, they fulfill the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company.

b) Mr. N. Suryanarayana Raju, Mr. K. Chaitanya Varma and Mrs. N. Satyavathi have resigned from the post of Director w.e.f. 05.12.2014.

c) Mr. N. Sanyasi Raju has resigned from the post of Director w.e.f. 13.02.2015.

d) Ms. Navneet Kaur Virk is appointed as a Whole Time Director with effect from 30.06.2015 and the same is proposed for approval of the members.

e) Mr. Y. Sravan Kumar is appointed as Chief Financial Officer of the company with effect from 30.06.2015

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not be disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as any be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors of the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance year;

e. Who, neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lesser or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies A ct, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act, 2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sir tng fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sir tng fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declaration from Mr. Chanakya Bellam, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri, Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that they as Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).(Format Annexure II)

8. COMPOSITION OF AUDIT COMMITTEE:

Audit Committee:

I) The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

* Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III) The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV) The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 27.05.2014, 12.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No. of No. of meetings meetings held attended

Mr. Chanakya Bellam Chairman NED (I) 4 4

Mr. G. Madhava Rao@ Member NED (I) 4 1 Appt w.e.f. 05.12. 2014

Mr. N. Venkata Member NED{I) 4 1 Simhadri@ Appt w.e.f. 05.12. 2014

Mrs. N. Satyavathi* Chairman NED (I) 4 3

Mr. N. Raju Sanyasi* Member NED (I) 4 3

* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014

* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015

@Appointed as Director w.e.f. 05.12.2014

NED (I): Non Executive Independent Director

NOMINATION & REMUNERATION COMMITTEE:

The details of composition of the Committee are given below:

Name Designation Category No. of No. of meetings meetings held attended

Mr. Chanakya Bellam Chairman NED (I) 1 1

Mr. G. Madhava Rao Member NED (I) 1 1

Mr. N. Venkata Simhadri Member NED(I) 1 1

NED (I): Non Executive Independent Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

* To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

* To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

No remuneration has been paid to any of the Directors of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTOR GRIEVANCE AND SHARE TRANSFER COMMITTEE):

A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. Chanakya Bellam Member NED (I)

Mr. G. Madhava Rao@ Member NED (I)

Mr. N. Venkata Simhadri@ Member NED(I)

Mrs. N. Satyavathi* Chairman NED (I)

Mr. N. Raju Sanyasi* Member NED (I)

* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014

* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015

@Appointed as Director w.e.f. 05.12.2014

NED (I): Non Executive Independent Director

B. Powers:

The Committee has been delegated with the following powers:

* to redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* to approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgment in the case of shares held in physical form.

RISK MANAGEMENT COMMITTEE A. Composition:

The Details of composition of the Committee are given below:

Name Designation Category No. of No. of meetings meetings held attended

Mr. Chanakya Bellam Chairman NED (I) 1 1

Mr. G. Madhava Rao Member NED (I) 1 1

Mr. N. Venkata Simhadri Member NED (I) 1 1

NED (I) : Non Executive Independent Director

Role and Responsibilities of the Committee includes the following:

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimization.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 the Board of Directors hereby confirms that:

a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgment 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. 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;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls and such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary.

13. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

14. AUDITORS:

M/s. Hanumaiah & Co., Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Hanumaiah & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

15. INTERNAL AUDIT:

The company has appointed Internal Auditors as on 30.06.2015 for the financial year 2015-16.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practising Company Secretaries is annexed to this Report as annexure.

17. AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31, 2015 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted that there is no company secretary appointed during the year in the company but the company is taking necessary measures to appoint at the earliest.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy

Your company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans.

24. CREDIT & GUARANTEE FACILITIES:

The Company has not availing any facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The Risk Management Committee constitute for the purpose will ensure all required measures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, or turnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and accordingly the Company need not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

There are no related party transactions in the financial year 2014-15.

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 30.03.2015 without attendance of non- independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, no remuneration has been paid to any of the Directors of the Company.

31. LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Ltd. and the Company confirms that it has paid the Annual Listing Fees where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS:

EVENT BASED DISCLOSURES:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employees stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Issue: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSDL, CDSL etc. for their continued support for the growth of the Company.

For and on behalf of the Board For Innovation Technologies Limited

Sd/- Sd/-

Place: Vishakhapatnam Navneet Kaur Virk PVV Satyanarayana Date: 27.08.2015 Whole Time Director Director (DIN: 03403617) (DIN: 01311615)

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Mar 31, 2014

Dear members,

The Directors, present the Annual Report and the Audited Accounts for the financial year ended March 31,2014.

FINANCIAL RESULTS: (Rupees in Lakhs) Particulars 2013-2014 2012-2013

Income 5.27 46.65

Expenditure 28.16 43.46

Profit / (Loss) carried to Balance Sheet (15.82) 2.13

REVIEW OF OPERATIONS:

During the year under review, the company made a turnover of Rs. 5.27 lakhs and net loss of Rs. 22.89 lakhs against a turnover of Rs. 46.65 lakhs and net profit of Rs. 2.13 lakhs during the previous year.

LISTING:

The equity shares of your company are listed on the BSE Limited.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year2013-2014.

CAPITAL OF THE COMPANY:

The authorized capital of the company stands at. Rs. 3,00,00,0007- divided into 30,00,000 equity shares of Rs. 107- each and the paid up capital of the company stands at Rs. 2,47,45,7907- divided into 24,74,579 equity shares of Rs. 107-each.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. N. Suryanarayana Raju retires by rotation and is eligible for re-appointment. Your Board recommends the reappointment of the Director. Pursuant to the notification of Sec. 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mrs. N. Satyavathi, Mr. N Raju Sanyasi and Mr. Chanakya Bellam as Independent Directors for five consecutive years for a term upto 31S> March, 2019, and appointment of Mr. Navneet Kaur Virk and Mr. P .V. V. Satyanarayana as Directors of the Company. Details of the proposal for appointment of Mrs. N. Satyavathi, Mr. N Raju Sanyasi, Mr. Chanakya Bellam, Mr. Navneet Kaur Virk and Mr. P .V. V. Satyanarayana are mentioned in the Explanatory Statement under Section 102 of Companies Act, 2013 of the Notice of 30lh Annual General Meeting.

BRIEF PROFILE OF DIRECTORS:

Particulars Mr. N. Suryanarayana Mrs. N. Satyavathi

Date of Birth 01.08.1969 15.06.1964

Date of Appointment 20.10.2012 15.04.2013

Qualifications Graduate Graduate

Directorships held in Indovation NIL other companies Resorts (excluding private Private Limited limited and foreign companies)

Positions held in NIL NIL mandatory committees of other companies



Particulars Mr. N Raju Sanyasi

Date of Birth 01.05.1959

Date of Appointment 15.04.2013

Qualifications Graduate

Directorships held in Mudunuru Agronomics other companies Private Limited (excluding private limited and foreign companies)

Positions held in NIL mandatory committees of other companies

Particulars Mr. Chanakya Bellam Mr. Navneet Kaur Virk

Date of Birth 28.05.1979 29.11.1985

Date of Appointment 22.08.2014 22.08.2014

Qualifications Graduate Graduate

No. of Shares held NIL NIL in the Company

Directorships held in Fortune Finderz NIL other companies Capital Advisory (excluding private Private Limited limited and foreign companies)

Positions held in NIL NIL mandatory committees of other companies



Particulars Mr. P .V. V. Satvanaravana

Date of Birth 14.05.1963

Date of Appointment 22.08.2014

Qualifications Graduate

No. of Shares held NIL in the Company

Directorships held in 1. CTIL Limited other companies 2. CTIL Media Private Limited (excluding private 3. CTIL Infrastructur Private Lh nited limited and foreign 4. SPRY Resources India Private Limited companies) 5. Pinnamaneni Holdings Private Limited 6. Pinnamaneni Estates Private Limited 7. CTIL e-Housing Private Limited 8. Thirthankar Infra Limited

Positions held in NIL mandatory committees of other companies

AUDITORS:

M/s. Chanamolu & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made soastogiveatrueandfairviewofthe state of affairs of the company at the end of the financial year and of the loss of the company for the financial year ended 31st March, 2013.

iii) Proper and sufficient care has been taken 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)The Directors had prepared the annual accounts on a going concern basis;

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL 2. Technology absorption, adoption and innovation : NIL

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

CORPORATE GOVERNANCE:

The provisions relating to Clause 49 on corporate governance are not applicable to the Company since the paid up capital of the Company is less than Rs. 3 crores.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on records their sincere appreciation to the Company''s Bankers, employees, customers, suppliers and shareholders for theirvaluablesupportand co-operation.

For and on behalf of the Board For Indovation Technologies Limited

Sd/- N Suryanarayana Raju Place: Hyderabad Director Date: 12.08.2014 (DIN: 02779117)

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Mar 31, 2013

The Directors, present the Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

The working results of the Company are:

(Rs. in lakhs) Particulars Year Ended March 31 2013 2012

Sales 46.65 30.69

Profit Before Interest and Depreciation 4.16 2.94

Interest & Finance Charges 0.00 0.00

Profit /(loss) After Interest But Before Depreciation 4.16 2.94

Depreciation 0.97 2.55

Profit/(Loss) for the Year 3.19 0.39

Other Income 0.00 0.00

Net Profit/(Loss) 3.19 0.39

REVIEW OF OPERATIONS:

During the year under review, the company made a turnover of Rs.46.65 lakhs and net profit of Rs.3.19 lakhs against a turnover of Rs.30.69 lakhs and net profit of Rs.0.39 lakhs during the previous year.

CHANGE IN THE REGISTERED OFFICE BY THE COMPANY

During the year the registered office of the company is shifted to D.No:50-63-03, Gayatri Nilayam,1st Floor, Rajendra Nagar, Seethammapeta, Vishakhapatnam, Andhra Pradesh- 500016.

LISTING

The equity shares of your company are listed on the BSE Limited

CONVERSION OF UNSECURED LOAN INTO EQUITY, REDUCTION OF CAPITAL AND INFUSION OF FUNDS:

Pursuant to the petition filed by the Company with Hon''ble High Court of Andhra Pradesh, the Hon''ble Court vide its order dated 31.12.2012 approved the scheme of arrangement and allowed for conversion of unsecured loan into equity, reduction and consolidation of share capital and infusion of fresh capital in the following manner:

a) The unsecured loans amounting to Rs.7,17,79,915/- standing in the books of the Company as on 31st March, 2011 were converted into Equity Shares (i.e) Rs.7,17,79,900 divided into 71,77,990 Equity Shares of Rs.10/- each .

b) Upon conversion of unsecured loans in to equity shares, the accumulated losses of Rs.8,77,12,110/- shall be set off and neutralized against its paid up capital of Rs.9,74,57,900/- resulting in a reduction of Rs.8,77,12,110/- against its paid-up capital.

c) Upon setting off the accumulated losses, the issued, subscribed and paid up capital shall be Rs.97,45,790/- divided into 97,45,790 equity shares of Re 1/- each. The said issued, subscribed and paid up share capital of the company shall be consolidated into Rs. 97,45,790/- divided into 9,74,579 Equity Shares of Rs.10/- each.

d) The Company allotted 15,00,000 Equity Shares of Rs.10/- each for cash at par aggregating to Rs.1,50,00,000 to Strategic Investors as per the scheme.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year 2012-2013.

DIRECTORS:

During the year, Mr. G.B.K. Reddy, Mr. B.V. Ratnam, Mr. E. Manoj Kumar Reddy, Mr. A. Ramesh Babu, Mrs. K. Sandhya and Mrs M. Ramanamma resigned from the Board.

The Board wishes to place on record its deep appreciation and gratitude for the valuable services rendered by them during their tenure, as directors of the company.

During the year, Mr. N Suryanarayana Raju, Mrs. N Satyavathi, Mr. N Raju Sanyasi, Mrs. B Jagavathi Devi, Mr. B Satyanarayana Raju, Mrs. K Jayalakshmi, Mr. K Chaitanya Varma were appointed as Additional Directors to hold office up to the date of ensuing annual general meeting.

Your directors recommend their appointment.

AUDITORS:

To appoint Auditor M/s. Chanamolu & Co., Chartered Accountants as statutory Auditors of the Company and to hold office up to the conclusion of next Annual General Meeting and to authorise the board to fix their remuneration.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made 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 financial year ended 31st March, 2013.

iii) Proper and sufficient care has been taken 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) The Directors had prepared the annual accounts on a going concern basis;

COMPLIANCE CERTIFICATE :

Your company has obtained a secretarial certificate under proviso to subsection (1) of section 383A of Companies Act, 1956 from a Practising Company Secretary, Hyderabad and same is enclosed to this report as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The 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 with respect to these matters is given in Annexure – 1 and form part of this report.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of Conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of Conduct has also been placed on the website of the company. A declaration signed by the Managing Director is given in Annexure.

CORPORATE GOVERNANCE:

The provisions relating to Clause 49 on corporate governance are not applicable to the Company since the paid up capital of the Company is less than Rs. 3 crores.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on records their sincere appreciation to the Company''s Bankers, employees, customers, suppliers and shareholders for their valuable support and co-operation.

For and on behalf of the Board

INDOVATION TECHNOLOGIES LIMITED

Sd/-

Place: Vishakhapatnam N. Suryanarayana Raju

Date: 14.08.2013 Director

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Mar 31, 2011

To The Members of Priyadarshini Thread Limited

The Directors, present the Annual Report and the Audited Accounts for the financial year ended March 31st 2011.

FINANCIAL RESULTS:

(Rs. In lakhs)

Particulars Year Ended March 31 2011 2010

Sales 25.80 12.70

Profit Before Interest and Depreciation 7.09 0.24

Interest & finance Charges 0.00 0.00

Profit /(Loss) After Interest But Before Depreciation 7.08 0.24

Deprecation 1.16 0.00

Profit/(Loss) for the Year 5.91 0.24

Other Income 0.00 0.00

Net Profit/(Loss) 5.91 0.17

REVIEW OF OPERATIONS:

During the year under review, the company made a turnover of Rs.25.80 lakhs and net profit of Rs. 5.91 lakhs against a turnover of Rs. 12.70 and Net profit of He. 0,17 lakhs during the previous year,

DIVIDEND:

Your directors express their inability To recommend any dividend for the financial year 2010-2011.

DIRECTORS:

Mr. E.Manoj Kumar retires by rotation and being eligible offers himself for reappointment. Your Board recommends the re-appointment of the Director above in the best interests of the company, During the year Mr. A. Ramesh Babu inducted into the board on 12.02,2011 as additional director.

BRIEF PROFILE:

Mr. E. Manoj Kumar:

E. Manoj Kumar Reddy , aged 39 year*, is a post graduate in M,Sc He has an experience of more than 14 years in procurement of materials. machinery and human resources. He has vast experience in carrying out the commercial operations of companies

Mr. A. Ramesh Babu:

Mr. Ramesh Babu, aged 36 years Is a Graduate in Commerce. He has more than 10 years of experience in management and finance, accounts and taxation fields

AUDITORS:

M/s. M M. Reddy & Co., Chartered Accountants, the Company's Auditors hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have furnished the certificate under section £24{V) of the Companies Act, 1956, of their eligibility for re appointment.

PAID UP CAPITAL OF THE COMPANY:

The paid up Capital of the Company stands at Rs 25,678,000 consoling 25,67,800 fully paid up Equity shares of Rs.10/- each

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Bombay Stock Exchange and suspended due to penal reasons, and the Company has applied for revocation of suspension.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i) In the preparation o! the annual accounts, the applicable accounting standards have been followed

ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prudent have been made so as to gave 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 (he financial year ended 31st March. 2011;

iii) Proper and sufficient care has been taken 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) The Directors had prepared the annual accounts on a going concern basis:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO;

The information required under section 2l7(1}{e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1968 with respect to these matters is given in Annexure - 1 and form part of this report

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217{2A}. Therefore, the disclosures required to be made under section 217{2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CORPORATE GOVERNANCE:

The provisions relating to Clause 49 on corporate governance are not applicable to the Company since the paid up capital of the Company is below Rs. 3 crores.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on records their sincere appreciation to the Company's Bankers, employees, customers, suppliers and shareholders for their valuable support and cooperation,

For and on behalf of Board of Directors of M/S. PRIYADARSHINI THREAD LIMITED

Sd/-

Place: Hyderabad B. V. Ratnam

Date:15.07.2011 Director

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report and the Audited Accounts for the financial year ended March 31, 2010.

The working results of the Company are:

(Rs. in lakhs)

Particulars Year Ended March 31

2010 2009

Sales 12.70 11.89

Profit Before Interest and Depreciation 0.24 0.19

Interest & Finance Charges 0.00 0.00

Profit /(Loss) After Interest But Before Depreciation 0.24 0.19

Depreciation 0.00 0.00

Profit/(Loss) for the Yea 0.24 0.19

Other Income 0.00 0.00

Net Profit/(Loss) 0.17 0.13

Production 0.00 0.00 Sales (Quantity) 0.00 0.00

REVIEW OF OPERATIONS:

During the year under review, the company made a turnover of Rs. 12.70 lakhs and net profit of Rs. 0.17 lakhs against a turnover of Rs. 11.89 net profit of Rs. 0.13 lakhs during the previous year.

FUTURE OUTLOOK:

The company is in the process of exploiting its opportunities in textile market and currently in trading of cotton thread business.

DIVIDEND:

Your directors express their inability to recommend any dividend for the financial year 2009-2010.

DIRECTORS:

Mr. G.B.K. Reddy retires by rotation and being eligible offers himself for reappointment.

Your Board recommends the re-appointment of the Director above in the best interests of the company.

AUDITORS:

M/s. M M REDDY & CO., Chartered Accountants, the Companys Auditors hold office till the conclusion of the ensuing Annual General Meeting. The Auditors have furnished the certificate under section 224(1) of the Companies Act, 1956, of their eligivility for reappointment.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Section 58A of the companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Bombay Stock Exchange and suspended due to penal reasons.

DIRECTORS RESPONSIBILITY STATEMENT

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

i) In the preparation of the annual accounts, the applicable accounting standards have been followed

ii) Appropriate accounting policies have been selected and applied consistently and judgment and estimates that are reasonable and prident have been made so as to give a true and fair view of the state of affiars of the Company at the end of the financial year and of the loss of the company for the financial year ended 31st March, 2010;

iii) Proper and sufficient care has been taken 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) The Directors had prepared the annual accounts on a going concern basis;

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The 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 with Respect to these matters is given in Annexure - 1 and form part of this report.

PARTICULARS OF EMPLOYEES:

Particulars of Employeed as required under section 217(2a) of the Companies act, 1956 during the year under review is Nil/

CORPORATE GOVERNANCE:

The provisions relating ti Clause 49 on corporate governance are not applicable to the Company since the paid up capital of the Company is below Rs. 3 Crores.

ACKNOWLEDGEMENTS:

Your Directors are pleased to place on records their sincere appreciation to the Companys Bankers, employees, customers, suppliers and shareholders for their valuable support and co-operation.

For and on behalf of Board OF Directors of PRIYADARSHINI THREAD LIMITED

Sd/- Sd/- B. V. Ratnam E. Manoj Kumar Reddy Director Director

Place: Hyderabad Date : September 3, 2010