Mar 31, 2016
To,
The Members,
The Directors have pleasure in presenting the 9th Annual Report of the Company with the Audited Balance Sheet as at 31st March, 2016 and the Profit & Loss Accounts for the year ended 31st March, 2016.
1. FINANCIAL RESULT:
The Company has posted a net loss of Rs.31,82,221/- as against the net loss of Rs.23,77,212/- 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 2016.
3. PERFORMANCE REVIEW:
The Companyâs turnover including service income for 2015-16 was Nil as compared with Nil during the previous year. The year has resulted in a net loss after tax of Rs.31,82,221/- compared with Rs.23,77,212/- during the last year.
4. SHARE CAPITAL:
There was no change in the Companyâs share capital during the year under review. The paid up equity share capital as on 31st March, 2016 was Rs.24,27,80,350/-.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as âAnnexure Aâ.
6. DISCLOSURES UNDER THE COMPANIES ACT,2013 AND THE RULES MADE THEREUNDER:
A. 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 âAnnexure Bâ.
B. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the year four Board Meetings, four Audit Committee Meetings, one Nomination and Remuneration Committee Meetings, one Risk Management Committee Meeting, one Stakeholder Relationship Committee Meeting and one Independent Directors 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.
C. COMPOSITION OF 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.
D. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on an armâs 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.
E. CORPORATE GOVERNANCE:
Your company has complied with the various requirements of the Corporate Governance Code under the provisions of the Companies Act, 2013 and as stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
A detailed report on Corporate Governance forms part of this Annual Report.
F. RISK MANAGEMENT:
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.
G. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Dr. B. Sahu, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.
H. 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 as per SEBI (LODR) Regulations, 2015.
I. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 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 along with 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 judgment 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. J. 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 SEBI (LODR) Regulations, 2015. The policy attached to this report as âAnnexure Câ.
K. AUDITORS: a. Statutory Auditorâs:
The Companyâs 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, have confirmed their eligibility and willingness to accept office, if appointed by the members of your company.
Your directors proposes appointment of M/s. N. M. Raiji & Company as the Statutory Auditors of your company.
b. Secretarial Auditor:
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 âAnnexure Dâ.
With reference to the observation in the Auditorâs Certificate on Corporate Governance, Board has noted the same.
L. DISCLOSURE UNDER SHEDULE V(F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:
Your Company does not have any unclaimed shares issued in physical form pursuant to Public issue/Right issue.
M. SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has one associate company namely M/s. Innovassynth Technologies (India) Limited in which Company holds 31.79% stake. There has been no material change in the nature of the business of the associate company.
N. 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.
O. 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.
P. 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.
Q. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
R. 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 there under.
S. 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 âEâ which forms a part of this Report.
T. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Companyâs procedures and practices.
U. 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.
V. 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 as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
W. RESERVES
The Company does not have any profit during the year under review hence no amount is required to transfer to the reserves.
X. LISTING OF EQUITY SHARES:
Your Companyâs shares are listed with BSE Limited (BSE), Mumbai. Listing fees have been paid for the financial year 2016-17.
Y. OBLIGATION OF YOUR COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
As there is only one male employee of the company, the provisions of the Act are not applicable to the Company.
Z. DIRECTORSâ 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; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. 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
S.B. Ghia
Managing Director
(DIN: 00005264)
Mumbai, 13th August, 2016
Registered Office:
Flat No. C-2/3, KMC No. 91,
Innovassynth Colony,
Khopoli - 410203.
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