Mar 31, 2015
Dear Members,
We are delighted to present the report on our business and operations
for the year ended 31st March, 2015. Following are the financial
highlights of the year under review:
FINANCIAL HIGHLIGHTS:
Year Ended Year Ended March
Particulars March 31,2015 31,2014
In Lacs except In Lacs except
per share data) per share data)
Turnover/Income (Gross) 37,162.23 41,388.03
Turnover/Income (Net) 34,196.96 38,646.51
Other Income 370.64 11,274.49
Total Expenditures
(Including Interest & 57,084.52 93,809.50
Depreciation)
Profit Before Tax (22,516.94) (43,888.50)
Provision for Tax
Current " "
Deferred (455.54) (5,137.14)
MAT (Credit) - 4,700.96
Tax for Earlier Period (713.11) 13.25
Profit After Tax (21,348.29) (43,465.56)
Balance Brought forward
from last year (27,773.78) 15,030.15
Profit Available for
Appropriation
Reversal -
Proposed Dividend on
Equity Shares - 565.52
Dividend
Distribution Tax - 96.11
Surplus carried over
to Balance sheet (49,122.04) (27,773.78)
EPS (Face value
Rs. 10/- per equity (35.79) (72.88)
share)
Note: Figures of previous year have been regrouped wherever necessary.
OPERATIONS
In spite of challenging year with respect to demand and financial
position of company, the company was able to maintain its operational
levels and achieved Gross Sales of Rs. 371.62 Cr. against Rs. 413.88
Cr. in the previous year. There is improvement in operational
efficiencies and benefits delivered from cost reduction enable the
company to achieve better results. Total expenditure for the year was
Rs. 570.84 Cr. as against Rs. 938.09 Cr. in previous year. Profit
Before taxation stood at Rs. (225.16) Cr. as compared to the last year
Rs. (438.88) Cr.
DIVIDEND & RESERVES
As your company is in CDR it is necessary to optimize use of resources
to improve the situation of company. Your Directors have not
recommended any dividend for financial year ended 31st March, 2015.
During the year under review, no transfer is proposed to the General
reserve.
STATE OF COMPANIES AFFAIRS
Discussion on the state of Company's affairs is forming part of the
Management Discussion and analysis Report (MD&A). MD&A for the year
under review, as stipulated under clause 49 of Listing Agreement, is
presented in a separate section forming part of this Annual Report.
During the Year your Company has acquired 100% stake in Innovative
Technomics Pvt. Ltd. This manufactures high voltage soft starters and
testing equipment for domestic and Global Markets.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES
A report on the performance and financial position of each of the
subsidiaries, as per the Companies Act, 2013 is provided as a part of
the financial statement and hence not repeated here for the sake of
brevity.
In view of the above, Annual Report 2014-15 of your Company does not
contain the annual reports of its subsidiaries. A statement containing
summarized financials which includes reserves, total assets, total
liabilities, investments, total sales, profit before tax etc. of all
subsidiaries is included in this report. The audited annual accounts
and related information of subsidiaries will be made available upon
request. These documents will also be available for inspection during
business hours at registered office of the Company.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
AUDITORS
At the 23rd Annual General Meeting heid on 15th July 2015, Bharat J.
Rughani & Co., Chartered Accountants, Mumbai were appointed as Auditors
of the Company, to hold office for the period of five years i.e. from
the conclusion of 23rd Annual General Meeting till the conclusion of
28th Annual General Meeting, and the said appointment is subject to the
ratification by the members at every Annual General Meeting in terms of
First Proviso to section 139mof the Companies Act 2013.
The Company has received letter from Bharat J. Rughani & Co., Chartered
Accountants, Mumbai to the effect that their appointment, if made would
be within the prescribed limits under Section 141(3)(g) of the
Companies Act, 2013 and that they are not disqualified for appointment.
The Directors recommend ratification of their appointment from the
conclusion of ensuing Annual General Meeting till the conclusion of
next Annual General Meeting.
AUDITORS REPORT
The notes on Financial Statements referred to in the Auditors Report
are self-explanatory and hence do not call for any further comments.
COST AUDIT
Pursuant to section 148 of Companies Act, 2013 read with The Companies
(Cost Records and Audit) Amendment Rules, 2014, the cost audit records
maintained by the Company is required to be audited. Your Directors
had, on the recommendation of Audit Committee; appointed Mr. A. J.
Paranjape, Cost Accountants, Pune for conducting the cost audit of the
Company for Financial Year 2015-16 on the remuneration of Rs.
3,00,000/- plus service tax at the applicable rates and reimbursement
of out of pocket expenses.
As required under the Companies Act 2013, the remuneration payable to
the cost Auditors is required to be ratified by the members of the
company. Accordingly, resolution seeking members ratification for
remuneration to be paid to cost Auditors is included in the notice
convening Annual General Meeting.
SECRETARIAL AUDIT REPORT
Pursuant to provisions of section 204, of the Companies Act, 2013, the
Board had appointed MRV & Associates, Company secretaries, Pune, to
undertake Secretarial Audit of the Company for the Financial Year
2014-15. The Secretarial Audit Report is annexed herewith as Annexure
"A". The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
EXTRACT OF ANNUAL RETURN
An extract of the Annual return as on 31st March, 2015, pursuant to the
Section 92(3) of the Companies Act, 2013in Form MGT-9 is annexed hereto
as Annexure "B".
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is presented in a separate section forming part of
this Annual Report.
Chairman & Managing Director have certified to the Board with regard to
the financial statements and other matters as required by the aforesaid
clause of the listing agreement and the said certificate is also
annexed to and forms a part of this Report.
A Certificate from Secretarial Auditors of the Company, MRV &
Associates, Company Secretaries, Pune confirming compliance with
conditions of Corporate Governance is also attached to Report on
Corporate Governance.
RELATED PARTY TRANSACTIONS
All related party Transactions entered in to by the Company during the
financial year were in the ordinary course of Business and on an arm's
length basis. Particulars of material contracts/ arrangements entered
into by the Company with related parties referred to Section 188(1) of
the companies Ac, 2013 are provided in Form AOC-2, which is annexed
herewith as annexure "C". Related party disclosures as per Accounting
Standard 18 have been provided in Notes to the Financial Statement.
PARTICULARS OF LOANS AN D ADVANCES
Company has not given any loan or issued any guarantees or made
investment under the provisions of section 186 of the Companies Act,
2013. Also pursuant to clause 32 of Listing Agreement the disclosure
regarding this has been given in the notes to the financial statement.
RISK MANAGEMENT
Pursuant to requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee and implemented a
risk management policy for the company. The Board has been addressing
various risks impacting the Company including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company. The Board and the Audit
Committee of the Company periodically review and evaluate the risk
management system of the Company so that the management controls the
risks through properly defined network.
CORPORATE SOCIAL RESPONCIBILJTY(CSR)
Your Company is committed to improve the quality of life of the work
force and their families and also the community. Further, the Company
believes that undertaking activities in such a manner that help overall
development of the society.
With the enactment of Companies Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014 the company has undertaken
activities as per the Corporate Social Responsibility Policy and the
details of CSR activities undertaken by the company are annexed
herewith as Annexure "D". The CSR Policy is available on Companies
website www.innoventive.in.
DIRECTORS
Confirmation of Appointment:
Mr. Ravindra Katre (DIN 00035125) retires by rotation at the
forthcoming Annual General Meeting and being eligible, offer himself
for reappointment in terms of the Articles of Association of the
Company.
Appointment of Independent Directors:
During the year, Ms. Pournima Gadiya (DIN 06941211) was appointed as
additional Director, on the Board of Directors of the Company with
effect from 14th November, 2014 and subsequently appointed as director
in the AGM hold on 15th July 2015.
All the 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.
Following directors stepped down from the Board of the Company:
Name of the director DIN Date of Cessation
Mr. Rajendra Jagdale 02700270 14.08.2014
Mr. Ramprasad Joshi 02682144 31.08.2014
Mr. Sanjay Asher 00008221 30.09.2014
Mr. Deepali Agrawal 05103218 01.12.2014
The Board places on record its appreciation for the services'rendered
by the aforesaid directors during their respective tenure as directors
of the Company.
Formal Annual Evaluation:
The Board evaluates the performance of the Board, its Committees and
all individual Directors including Independent Directors every year.
All the Non-executive and Independent Directors on the Board of the
Company are eminent personalities having wide experience in the field
of business, industry and administration. Their presence on the Board
is advantageous and fruitful in taking business decisions.
Familiarization Programme:
Whenever new Non-executive and Independent Directors are inducted in
the Board they are introduced to our Company's culture through
appropriate orientation session and they are also introduced to our
organization structure, our business, constitution, board procedures,
our major risks and management strategy.
The details regarding familiarization program have been uploaded on the
website of the Company at www.innoventive.in
At present, your Company has 2 (Two) Non-Executive Directors who are
Independent Directors pursuant to the provisions of the Clause 49 of
the Listing Agreement. Pursuant to Section 149 of the Companies Act,
2013, every listed company shall have at least one-third of its total
strength of the Board of Directors as Independent Directors. Based on
the present composition of the Board of Directors and the number of
Independent Directors, the Company complies with this requirement.
BOARD COMMITTEES
The Board of Directors of your Company had already constituted various
committees in compliance with the provisions of Companies Act, 2013 and
Listing Agreement viz. Audit committee, Nomination and Remuneration
Committee, Stake holders Relationship Committee and CSR Committee.
During the year under review, in compliance with the provisions of
Clause 49 of listing agreement, the Board had also constituted the risk
management committee.
All the decisions pertaining to the Constitution of committees,
appointment of members and fixing of terms of reference, role of the
committees are taken by the Board of Directors.
Details of the role and composition of these committees, including the
number of meetings held during the financial year and attendance at
meetings, are provided in the Corporate Governance Section of Annual
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3(C) of the Companies Act
2013, with respect to the Directors' Responsibility Statement, it is
hereby confirmed that:
1. in the preparation of the annual financial statements for the
financial year ended on 31st March, 2015, the applicable accounting
standards have been followed along with proper explanation relating to
material departures; if any
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year as at 31st
March 2015 and of the Loss of the Company for the year ended on that
date;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a Going Concern basis'.
5. that the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
6. that the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are
adequate and operating effectively.
MEEETINGS
The Board of Directors of the Company duly met 7 times during the
financial year 2014-15. The dates of such meetings were 29th May, 2014,
14th August 2014, 21st October 2014, 14th November 2014, 15th December
2014, 19th February 2015, 23rd March 2015.
MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING FINANCIAL POSITION
OF THE COMPANY
There are no adverse material changes or commitments occurring after
31st March 2015, which may affect the financial position of the
Company.
SIGNIFICANCE AND MATERIAL ORDER
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
PARTICULARS OF REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL
PERSONNEL (KMP) / EMPLOYEES
The prescribed particulars of Employees required under Section
134(3)(q) and Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed herewith as Annexure "E" and forms part of this report.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013 and provisions of Listing Agreement, a Vigil Mechanism for
directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.innoventive.in
OBLIGATIIOS OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013
In terms of provisions of the Sexual Harassment.of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has
formulated a Policy to prevent Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
This information on conservation of energy, technology absorption and
Foreign Exchange Earnings and outgo stipulated under section 134(3)(m)
of the Companies Act, 2013 read with the Companies Act, 2013 read with
Rule 8 of companies (Accounts) Rules, 2014 is annexed herewith as
Annexure "F".
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all levels
at the offices and plants of the Company and its subsidiaries
throughout the year under review.
CAUTIONARY STATEMENT
Your Company has taken due caution while preparing this Annual Report
('the Report'). The Report may contain futuristic or forward looking
statements, which the management believes to be true to the best of
their knowledge. However, actual results may differ from those
mentioned in the Report.
ACKNOWLEDGEMENT
Your Directors express their grateful thanks and appreciation for the
assistance and co-operation received from the, bankers, government
authorities, Financial Institutions, and business associates during the
year under review. Your Directors also wish to place on record their
appreciation for the excellent performance and contribution of the
employees to the Company's progress during the year under review.
The Directors also take this opportunity to express its deep gratitude
for the continued co-operation and support received from its valued
shareholders.
For and on behalf of the Board of Directors
Innoventive Industries Limited
Place: Pune Chandu Chavan
Date: 9th October, 2015 Chairman & Managing Director
Mar 31, 2014
Dear Members
We are delighted to present the report on our business and operations
for the year ended 31st March, 2014. Following are the financial
highlights of the year under review:
FINANCIAL HIGHLIGHTS:
Year Ended Year Ended
Particulars March March
31, 2014 31, 2013
(RS.In (RS. In
Lacs Lacs
except except
per share per share
data) data)
Turnover / Income (Gross) 41,388.03 68,972.24
Turnover / Income (Net) 38,646.51 63,849.73
Other Income 11,274.49 3,899.66
Total Expenditures (Including Interest & 93,809.56 60,420.72
Depreciation)
Profit Before Tax (43,888.56) 7,328.67
Provision for Tax
Current - 1,571.60
Deferred (5,137.14) 1,216.35
MAT ( Credit ) 4,700.96 (1,367.00)
Tax for Earlier Period 13.25 255.68
Profit After Tax (43,465.63) 5,652.04
15,029.25 10,640.41
Balance Brought forward from last year - 16,292.45
Profit Available for Appropriation -
Appropriations
Reversal/ Proposed Dividend on Equity 565.52 596.44
Reversal/ Dividend Distribution Tax 96.11 101.36
General Reserve - 565.40
Surplus Carried over to Balance sheet (27,774.75) 15,029.25
EPS (Face value - RS.10/- per equity (72.88) 9.48
share)
Note: Figures of previous year have been regrouped wherever necessary.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES
A company having subsidiaries is required to attach to the Directors''
Report, Balance Sheet and Statement of Profit & Loss of its
subsidiaries pursuant to Section 212 of the Companies Act, 1956.
However, if such companies publish the audited consolidated financial
statement in the Annual Report, they get exemption from complying with
the Section 212 vide General Circular No. 2/2011 dated February 8, 2011
issued by the Ministry of Corporate Affairs, Government of India.
In view of the above, Annual Report 2013-14 of your Company does not
contain the annual reports of its subsidiaries. A statement containing
summarized financials which includes reserves, total assets, total
liabilities, investments, total sales, profit before tax etc. of all
subsidiaries is included in this report. The audited annual accounts
and related information of subsidiaries will be made available upon
request. These documents will also be available for inspection during
business hours at registered office of the Company.
DIVIDEND
Your Directors have not recommended any dividend for financial year
ended 31st March, 2014.
DEPOSITS
Your Company has not accepted any public deposits during the year under
review.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 and
the Companies (Particulars of Employees) Amendment Rules, 2011, the
name and other particulars of employees are set out.
DIRECTORS
In terms of the Companies Act, 2013; Mr. Ravindra Katre (DIN 00035125)
retires at the ensuing Annual General Meeting. Further, being eligible,
he offers himself for reappointment.
During the year, Mrs. Deepali Agrawal (DIN 05103218), nominee of
Export-Import Bank of India, was appointed on the Board of Directors of
the Company with effect from 15th March, 2014.
Following directors stepped down from the Board of the Company:
Name of the director DIN Date of Cessation
Mr. Sanjay Waghulade 00193404 13.09.2013
Mr. Laxman Sankade 01748185 15.10.2013
Mr. Yashpaul Gupta 02971635 20.10.2013
Mr. Rajendra Jagdale 02700270 14.08.2014
The Board places on record its appreciation for the services rendered
by the aforesaid directors during their respective tenure as directors
of the Company.
At present, your Company has 3 (Three) Non-Executive Directors who are
Independent Directors pursuant to the provisions of the Clause 49 of
the Listing Agreement. Pursuant to Section 149 of the Companies Act,
2013, every listed company shall have at least one-third of its total
strength of the Board of Directors as Independent Directors. Based on
the present composition of the Board of Directors and the number of
Independent Directors, the Company complies with this requirement.
AUDITORS
B.K. Khare & Co., Chartered Accountants, Pune retire at the ensuing
Annual General Meeting. The said auditors shall be re-appointed in the
forthcoming Annual General Meeting subject to their willingness and
eligibility.
COST AUDIT
The Company had appointed M/s. A. J. Paranjape & Co, Cost Management
Accountant for conducting the audit of cost records of the Company for
the financial year 2013-14.
The due date for submission of the Cost Audit Report to the Central
Government is 27th September, 2014.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is committed to improve the quality of life of the work
force and their families and also the community. Further, the Company
believes that undertaking activities in such a manner that promote the
interest of all stake holders and society will help overall development
of the society.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
This information pursuant to the provision of 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 is included in this
report as Annexure A. This includes information in relation to energy
conservation and research and development activities undertaken by the
Company.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings (FOB Value of exports) - RS. 3,256.04 Lacs
(previous year RS. 4,785.19 Lacs)
Foreign exchange outgo - RS. 238.83 Lacs (previous year RS. 1,342.43
Lacs)
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:
1. that in the preparation of the annual accounts for the financial
year ended on 31st March, 2014, the applicable accounting standards
have been followed along with proper explanation relating to material
departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Loss of the Company for the year under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a ''Going Concern basis''.
CAUTIONARY STATEMENT
Your Company has taken due caution while preparing this Annual Report
(''the Report''). The Report may contain futuristic or forward looking
statements, which the management believes to be true to the best of
their knowledge. However, actual results may differ from those
mentioned in the Report.
ACKNOWLEDGEMENT
Your Directors express their grateful thanks and appreciation for the
assistance and co-operation received from the investors, shareholders,
bankers, government authorities and business associates during the year
under review. Your Directors also wish to place on record their
appreciation for the excellent performance and contribution of the
employees to the Company''s progress during the year under review.
For and on behalf of the Board of Directors
Innoventive Industries Limited
Place: Pune Chandu Chavan
Date: 14th August, 2014 Chairman & Managing Director
Mar 31, 2012
To, The Members of Innoventive Industries Limited,
The Board of Directors (the Board) is pleased to present the
performance of your Company for the year ended March 31, 2012. The
Financial highlights of the year under review are as follows:
FINANCIAL HIGHLIGHTS: ,
Rs. in lacs
Except per share data
PARTICULARS YEAR ENDED YEAR ENDED
MARCH 31, 2012 MARCH 31,2011
Turnover/Income (Gross) 68,604.09 62,067.77
Turnover/Income (Net) 63,830.59 59,037.32
Other income 1,174.90 144.43
Total expenditure (Including
interest & depreciation) 56,152.45 52,909.43
Profit before tax 8,853.04 6,272.32
Provision for tax
-Current 1,765.36 1,432.01
-Deferred 1,414.87 706.47
- MAT (Credit) (1,427.01) (877.16)
Reversal of tax provision of earlier period
-Current tax - (489.12)
-Deferred tax - (155.18)
Profit after tax 7,099.82 5,655.30
Balance brought forward from last
year. 6,328.18 5,674.35
Profit available for appropriation 13,428.00 11,329.65
Appropriations
Proposed dividend on equity shares 1,789.32 1,192.88
Corporate dividend distribution tax 290.27 198.12
General reserve 709.99 565.53
Less: Utilisation for issue of Bonus Shares - 3,044.94
Surplus carried over to Balance
Sheet 10,638.42 6,328.18
EPSf Face value- Rs.10/-per equity share)* 12.27 15.59
*EPS for the period ended March 31,2012 is not comparable due to issue
of shares in IPO.
Note: Figures of previous year have been regrouped wherever necessary.
SUBSIDIARIES AND STEP-DOWN SUBSIDIARIES:
The previous year saw your Company and its subsidiaries venture into
new markets and territories with a view to increase its presence in the
overseas markets. The details of various subsidiary companies of
Innoventive Industries Limited (IIL) are displayed below:
During the Financial Year 2011-12, the Company has incorporated a
Wholly Owned Subsidiary, named 'Innoventive Americas, INC' (IAI) in the
Delaware State of United States of America to acquire business of Salem
Steel North America, LLC (Salem). Salem was incorporated as a Limited
Liability Corporation in the year 2002 and it represents international
producers of DOM (Drawn over Mandrel) and seamless tubing, supplied in
carbon and alloy grades, as well as welded and seamless stainless steel
tubing in the US market.
IIL started supplying DOM/ CEW tubes to Salem in March 2009 and since
then it marketed its product in USA through a long term arrangement
Salem. Salem caters various industries such as aircraft, construction,
automotive, boilers and heat exchanges etc.
The Company has formed a step down subsidiary known as 'Salem Steel NA,
LLC' to acquire the business of Salem. Accordingly, Innoventive
Americas, INC has 85% stake in Salem Steel NA, LLC.
Your Company is also looking forward to establish strong footprint in
Europe and with the goal in view the Company has incorporated
'Innoventive Industries UK Limited' at London, United Kingdom (UK) to
explore market potential for Company's products in UK.
Further, Sankalp Forgings Private Limited (Sankalp) has incorporated
its Wholly Owned Subsidiary (WOS) in the United States of America
(USA), named 'Sankalp Americas, INC.' The Board of Directors of Sankalp
desires to expand Company's customer base, sales, revenue through this
WOS.
Recently, Sankalp has also incorporated a Wholly Owned Entity in
Sharjah, UAE by name Sankalp Middle East FZE.
'MEGA PROJECT' - PIMPLE JAGTAP
It is a great pleasure to share that the Company continues to enjoy the
Mega Project1 status granted by the Government of Maharashtra in the
year 2007, for the Company's plant located at Pimple Jagtap. This
entitles the Company for some monetary benefits which include;
Industrial Promotion Subsidy (IPS) in the form of VAT refund equivalent
to 75% of the eligible investment made in the plant with effect from
March 28, 2007, subject to certain terms & conditions. In the previous
year the eligible investment limit granted to the Company has been
increased to f 562 Crores and the tenure to receive this VAT refund has
been increased to 9 years from 7 years.
The Government of Maharashtra, Directorate of Industries has disbursed
amount of f 25.46 Crores for the year 2010-11 as IPS claim in the form
of VAT refund. This disbursement represents the third consecutive
refund which in turn validates that the Company's business practices
are in-line with the requisite regulatory guidelines required to
continue being eligible for the 'Mega Project' status. The incentive
sanction received further enhances the value proposition for the
Company.
FINANCIAL STATEMENTS OF THE SUBSIDIARY COMPANIES
As per Section 212 of the Companies Act, 1956 the Company is required to
attach Directors' Report, Balance Sheet and Profit & Loss Account of
its subsidiaries. However, the Ministry of Corporate Affairs,
Government of India, vide General Circular No. 2/2011 dated February 8,
2011 has granted general exemption to companies from complying with
under Section 212, provided such companies publish the audited
consolidated financial statement in the Annual Report. Accordingly,
the Annual Report 2011-12 does not contain the annual reports of our
subsidiaries. A statement containing summarized financials which
includes reserves, total assets, total liabilities, investments, total
sales, profit before tax etc. of all subsidiaries is included in this
report. The audited annual accounts and related information of our
subsidiaries will be made available upon request. These documents will
also be available for inspection during business hours at our
registered office.
DIVIDEND
Considering the Company's financial performance, the Board of Directors
is pleased to recommend a Final dividend of Rs. 3/- per share. The said
dividend, if approved by the Members, would involve a cash outflow of f
17,89,31,997/- (excluding applicable taxes).
PARTICULARS OF EMPLOYEES
Employees are driving force for any industry. The Company has created a
favorable work environment that encourages innovation. Further, the
industrial relations are cordial at all units of the Company. The
support from the workforce and union is upbeat and positive.
The relevant details required to be mentioned under the provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 are given below:
Particulars Details
Name & Designation, Ravindra W. Katre, Managing
Director#
Post Graduate in Manaqement
Qualification Science and Diploma in
Mechanical Engineering.
Age 46 years
Date of Joining November 1, 2002
Experience(Years) 26 Years
Gross Remuneration 94.32
(Rs.ln Lacs)
Previous Phoenix Enterprises
Employment Designation - Head Commercial
Details of 21,02,500 equity shares are
Shareholding held in his name whereas
17,15,437 equity shares are
held in the name of his wife.
# ceased to be Managing Director and appointed as Whole time Director
w.e.f. May 30, 2012
DEPOSITS
The Company has not accepted deposits and, as such, no amount of
principal or interest was outstanding as of the Balance Sheet date.
DIRECTORS
During the last year Mr. Sanjay Asher and Mr. Rahul Raisurana were
inducted to the Board of Directors of the Company as Additional
Directors holding office till the ensuing Annual General Meeting. Mr.
Sanjay Asher is an Independent Director whereas Mr. Rahul Raisurana is
Nominee Director representing interest of Standard Chartered Private
Equity. The Board has recommended their appointment as Directors to the
Members.
Further, pursuant to Section 255 & 256 of the Companies Act, 1956, Mr.
Sanjay Waghulade, Mr. Ramprasad Joshi and Dr. Rajendra Jagdale retire
by rotation and being eligible, offer themselves for reappointment at
the ensuing Annual General Meeting.
Mr. Ravindra Katre has resigned as the Managing Director of the Company
with effect from May 30, 2012 and continues as a Whole Time Director of
the Company subject to necessary approvals. Mr. Chandu Chavan is
appointed as Chairman cum Managing Director (CMD) with effect from May
30, 2012 subject to necessary approvals.
The information about the Directors proposed to be
appointed/re-appointed at the Annual General Meeting is given in the
annexure to the Notice calling 21st Annual General Meeting.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forming part of the
Directors' Report and certificate from the Auditors of the Company
confirming compliance of Corporate Governance norms as stipulated in
Clause 49 of the Listing Agreement with the Indian Stock Exchanges is
included in the Annual Report.
AUDITORS
M/s. B. K. Khare & Co., Chartered Accountants, who are the Statutory
Auditors of the Company hold office until the conclusion of the ensuing
Annual General Meeting. It is proposed to re-appoint them to examine and
audit the accounts of the Company for the Financial Year 2012-13. M/s B.
K. Khare & Co., Chartered Accountants have, under Section 224(1) of the
Companies Act, 1956, furnished a certificate of their eligibility for
re-appointment.
COST AUDIT
Pursuant to Section 233B and other applicable provisions, if any, of the
Companies Act, 1956 and Order passed by Ministry of Corporate Affairs
vide F. No. 52/26/CAB-2010 dated May 3, 2011, the Company carries out
an audit of cost accounts. The Board has re-appointed M/s. A. J.
Paranjape & Co., Cost Accountant, to audit the cost accounts of the
Company for the Financial Year2012-13.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is committed to improve the quality of life of the work
force and their families and also the community. Further, the Company
believes that undertaking activities in such a manner that promote the
interest of all stake holders and society will help overall development
of the society.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Annexure A to the Directors' Report contains details of information in
relation to energy conservation and research and development activities
undertaken by the Company. This information is as per the provision of
Section 217(l)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Foreign exchange earnings (FOB value of exports) - Rs. 6,567.18 Lacs
(previous year Rs.2,581.04 Lacs) Foreign exchange outgo Rs.4,401.62 Lacs
(previous year Rs.196.59 Lacs).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under the section 217(2AA) of the Companies
Act 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
1. that in the preparation of the annual accounts for the financial
year ended on March 31, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit of the Company for the year under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial
year ended on March 31, 2012 on a 'Going Concern basis'.
CAUTIONARY STATEMENT
The Company has taken due caution while preparing this Annual Report
('the Report'). The Report may contain futuristic or forward looking
statements, which the management believes are true to the best of its
knowledge and actual results, may differ from those mentioned in the
Report.
ACKNOWLEDGEMENT
The Board of Directors of your Company wishes to record their
appreciation for co-operation, support from all the stakeholders of the
Company. Your Directors also gratefully acknowledge the sincere efforts
and guidance extended to the Company by its customers, vendors,
government authorities, bankers, employees.
For and on Behalf of the Board of Directors
INNOVENTIVE INDUSTRIES LIMITED
Place: Pune CHANDU CHAVAN
Date: May30,2012 Chairman and Managing Director
Mar 31, 2011
The members of,
Innoventive Industries limited,
The directors have the pleasure in presenting the 20th Annual report
together with the Audited Accounts of the Company for the year ended
March 31, 2011. The Financial highlights of the year under review are
as follows:
Financial Results
During the year 2010-11 your Company has achieved 47.99% rise in sales
as compared to previous year. Total turnover for the Financial Year
2010-11 was Rs. 62,376.60 lacs as compared to turnover of Rs. 42,150.50
lacs in the previous year. Summarized standalone performance of the
Company is as below:
Rs. in lacs except per share data
Particulars 2010-11 2009-10
Turnover / Income (Gross) 62,376.60 42,150.50
Turnover / Income (Net) 59,346.15 39,105.95
other Income 199.83 94.23
Total Expenditures (Including Interest
& depreciation) 53,273.06 34,872.82
Profit Before Tax 6,272.92 4,327.36
Provision for Tax
- Current 1,432.01 740.11
- deferred 706.47 1,105.12
- Income Tax Excess Provision in
Previous Year - (5.78)
- Wealth Tax 0.61 0.21
- MAT ( Credit ) (877.16) (251.36)
reversal of Tax Provision of Earlier Period
- Current Tax (489.12) -
- Deferred Tax (155.18) -
Profit After Tax 5,655.30 2,739.06
Balance Brought forward from last year 5,674.35 3,209.20
Profit Available for Appropriation 11,329.65 5,948.25
appropriations
Proposed Dividend on Equity Shares 1,192.88 -
Corporate Dividend Distribution Tax 198.12 -
General Reserve 565.53 273.91
Surplus Carried over to Balance Sheet 9,373.11 5,674.35
earnings Per share 15.59 8.49
(Face value - Rs. 10/- per equity share)
SUBSIDIARIES
The Company has five subsidiaries within the meaning of Section
4(1)(b)(ii) of the Companies Act, 1956 namely Arihant Auto Components
Private Limited (100% holding), Arihant Steel and Metal Wires Private
Limited (100% holding), Seven Star Electrodes Private Limited (100%
holding), Saicon Steels Private Limited (51% holding) & Sankalp
Forgings Private Limited (51% holding).
Arihant Steel Products and Services Private Limited (ASPSPL), one of
the subsidiary companies had applied for strike off under Easy Exit
Scheme, 2010 (EES 2010). Communication has been received from ROC that
AsPsPL has been struck off from the register under Section 560(5) of
the Companies Act, 1956 and therefore, it stands dissolved.
Financial Statements of the Subsidiary companies
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2/2011 dated February 8, 2011 has granted general
exemption under Section 212 of the Companies Act, 1956, waiving the
requirement of attaching Annual reports of subsidiary companies subject
to certain conditions being fulfilled by the Company. However, the
annual accounts of the subsidiary companies and the related detailed
information shall be made available to the members of the holding and
subsidiary companies seeking such information at any time. The annual
accounts of the subsidiary companies shall also be kept open for
inspection by any member in its registered office and those of the
respective subsidiary companies. The Company shall furnish a hard copy
of details of accounts of subsidiary companies, upon receipt of a
requisition, from any shareholder.
INITIAL PUBLIC OFFER (IPO)
The Company raised Rs. 21,740.53 lacs from Public through its Initial
Public Offer (IPO) during April 2011. Company issued, allotted
1,85,81,650 equity shares of Rs. 10/- each at a premium of Rs. 107/-
per share to around 13,352 investors under IPO.
The Company shall utilize IPO funds broadly for expansion of its
manufacturing facility, repayment of debt & general corporate purposes
as specified in the offer document.
Prior to the IPO, Company allotted 26,00,000 equity shares of Rs. 10/-
each at a price of Rs. 117/- per share aggregating to Rs. 3,042 lacs to
Standard Chartered Private Equity (Mauritius) II Limited in the month
of February, 2011 thereby reducing total size of IPO to such extent.
The Company got listed on Bombay Stock Exchange Limited and National
Stock Exchange of India Limited on May 13, 2011.
DIVIDEND
Considering the Company's financial performance, the Board of Directors
is pleased to recommend dividend of Rs. 2/- per share. The said
dividend, if approved by the Members, would involve a cash outflow of
Rs. 1,192.88 lacs (excluding applicable taxes).
PARTICULARS OF EMPLOYEES
The human capital has been recognized as a vital factor in achieving
the goals and objectives of the organization. emphasis is placed to
build a network of dedicated and experienced professionals who would
strive for organizational growth by maximizing the effectiveness while
the policies and practices would foster employees' satisfaction,
retention and productivity.
The relevant details required to be mentioned under the provisions of
Section 217(2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 are given below:
name, date of
Joining Experience Gross Previous details of
designation, (years) remunera
-tion Employment Shareholding
Qualification & (Rs. In
lacs) designation
age
Ravindra W. Katre, November 1, 25 67.97 Phoenix 21,00,000
equity shares
managing director 2002 Enterprises,
Head in his name
whereas
Commercial 17,15,437
shares in the
name of his
wife
Post Graduate in management science and diploma in mechanical
engineering
45 years
Formation of Innoventive Group Employee(s) welfare Trust
The Innoventive Group Employee(s) Welfare Trust, ("Trust") was
constituted in accordance with the provisions of the Indian Trusts Act,
1881, pursuant to a trust deed dated September 24, 2010 ("Trust Deed").
The Trust has been set up for the benefit of all existing and future
directors, employees of the Company and its subsidiaries including
their successors/assignees excluding Promoters & Promoter Group.
The Company allotted 19,23,117 equity shares at a face value of Rs.
10/- each by way of a Preferential Allotment to the Trust. Trust
through its Trustees shall transfer said shares to its beneficiaries
pursuant to a policy which Trustees may frame from time to time.
the principle aim with which the trust has been set up is to benefit the
employees in any manner whatsoever visualized by the Trustees from time
to time. Its scope, areas of operations and its beneficiaries cover an
ambit which is far wider than that envisaged by a trust set up under
ESOP & ESPS.
In the interest of its beneficiaries, Trust has been irrevocably
prohibited from using its funds to trade/deal in securities in the
secondary markets in any manner whatsoever.
DEPOSITS
The Company has not accepted deposits and, as such, no amount of
principal or interest was outstanding as of the Balance Sheet date.
DIRECTORS
In accordance with the provisions of Section 256 of the Companies Act,
1956 and Article 171 of Articles of Association, Mr. Yashpaul Gupta and
Mr. Pradeep tupe retire by rotation in the forthcoming Annual General
Meeting. All of them, being eligible, seek re-appointment.
Pursuant to the requirement of the Listing Agreement of Stock Exchanges
on Corporate Governance, the information about the directors proposed
to be re-appointed at the Annual General Meeting is given in the
annexure to the Notice calling 20th Annual General Meeting.
NOTE ON CORPORATE GOVERNANCE
Your Company is committed to maintaining high standards of Corporate
Governance. A separate section on Corporate Governance is included in
this Annual Report.
AUDITORS
Messrs. B. K. Khare & Co, Chartered Accountants retire at the ensuing
Annual General Meeting. The Company has received a Certificate under
section 224(1B) of the Companies Act, 1956 from M/s. B. K. Khare & Co.,
Chartered Accountants mentioning therein that their appointment if
made, will be within the prescribed limits as per section 224(1B) of
the Companies Act, 1956. The auditors have also informed that they had
subjected themselves to the Peer Review Process of the Institute of
Chartered Accountants of India (ICAI) and hold a valid certificate
issued by the Peer Review Board of ICAI. The Board of Directors
recommends their re-appointment.
cost audit
As per section 233B of the Companies Act, 1956 and pursuant to the
order dated may 3, 2011 issued by Ministry of Corporate Affairs in this
regard, the Company is required to get its cost accounting records
audited by a Cost Accountant, who is a member of the Institute of Cost
and Work Accountants of India, beginning FY 2011-12 onwards.
Accordingly, Board of Directors has appointed M/s. A. J. Paranjape &
Co, Cost Accountant in this regard, subject to the necessary approval
of Central Government.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Details of energy conservation and research and development activities
undertaken by the Company along with the information in accordance with
the provisions of 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, are given in Annexure to the Directors' Report.
FOREIGN EXCHANGE EARNINGS AND OUT GO
Foreign exchange earnings (FOB Value of exports) - Rs. 2,581.04 lacs
(previous year Rs. 647.68 lacs) Foreign exchange outgo - Rs. 180.63
lacs (previous year Rs. 256.67 lacs).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under the section 217(2AA) of the Companies
Act 1956, with respect to Directors' Responsibility Statement, it is
hereby confrmed:
1. that in the preparation of the annual accounts for the financial
year ended on March 31, 2011, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit of the Company for the year under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial year
ended on March 31, 2011 on a 'Going Concern basis'.
CAUTIONARY STATEMENT
The information and opinion expressed in the Report may contain certain
forward-looking statements, which the management believes are true to
the best of its knowledge at the time of its preparation. Actual
results may differ materially from those either expressed or implied in
the Report. Important factors that could make a difference to the
Company's operations include, among others, economic condition in the
domestic and the overseas market in which the Company operates, changes
in the government regulations, tax laws and other statute and
incidental factors.
ACKNOWLEDGEMENT
The Directors thank our customer, vendors, shareholders, bankers,
employees, Government Authorities etc. for their continued support and
sincere co-operation received during the year and look forward to their
continued support.
Place on record their appreciations for the wholehearted and sincere
co-operation received by the Company during the year from the clients,
banks, financial institutions, investors, employees and various
Government Authorities during the year under review.
the directors also wish to place on record their deep sense of
appreciation for the committed services of the executives, staff and
workers of the Company at all levels towards the growth of the Company.
For and on Behalf of The Board of Directors
of Innoventive Industries Limited
Chandu Chavan
Place: Pune Chairman
Date: July 18, 2011
Mar 31, 2010
The directors have pleasure in presenting the 19th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2010. The Financial highlights of the year under review are
as follows;
FINANCIAL RESULTS:
During the year 2009-10 your Company has achieved around 5.21% rise in
sales as compared to previous year. Total sale of Financial Years
2009-10 was Rs. 42,150.50 Lacs as compared to sale of Rs. 40,062.99
Lacs in financial year 2008-09 for better understanding of the
financial results of the Company separate summary report is also
included in this annual report.
(Rs. in Lacs)
Particulars 2009-10 2008-09
Turnover/Income (Cross) 42,150.50 40,062.99
Turnover /Income (Net) 39,105.95 34,820.04
Other Income 116.32 261.24
Total Expenditures 34,894.91 33.289.33
Interest and Finance Cost 4,915.25 3020.81
Depreciation 1,26666 892.48
Profit Before Tax 4327.36 1613.49
Tax -Current 740.11 186.95
-Deferred 1,105.12 404.22
- FBT - 16.90
- Income Tax Excess Provision in (5.78) -
Previous Year
-Wealth Tax 0.21 1.19
-MAT (Credit) (251.36) (165.01)
Profit After Tax 2,739.06 1169.23
Balance Brought forward from last year 3,209.20 2156.89
Profit Available for Appropriation 5,948.25 3326.12
Appropriations
Dividend on Equity Shares - -
Corporate Dividend Tax - -
General Reserve 273.91 116.92
Surplus Carried over to Balance sheet 5,674.35 3209.19
EPS 54.78 23.38
(Face value of Share Rs 10/- each)
SUBSIDIARY:
During the period under review, following is the list of Subsidiary
Companies, within the meaning of Section 4(l)(b)(ii) of the Companies
Act, 1956;
- Arihant Auto Components Private Limited
- Arihant Steel and Metal Wires Private Limited
- Arihant Steel Products and Services Private Limited Saicon Steels
Private Limited, Mumbai
- Seven Star Electrodes Private Limited, Pune
- Sankalp Forgings Private Limited
Arihant Steel Products and Services Private Limited have not commenced
any business since its incorporation therefore it has filed necessary
application under Simple Exit Scheme 2010 of Ministry of Corporate
Affairs for striking off its name from ROCs record.
DIVIDEND
The Board, for the year ended 3 1st March, 2010 has not recommended any
dividend.
FOREIGN EXCHANGE EARNINGS AND OUT GO
Foreign exchange earning of Rs. 647.68 lacs (FOB Value of exports) and
outgo of Rs. 256.67 lacs.
PARTICULARS OF EMPLOYEES
There was a one employee falling within the purview of Section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 1975 as amended and his details are as below;
- Mr. Jitendra Palande - Gross Salary Rs. 245,000/- p.m. Date of
Joining:- 01.10.2009
Current Designation:- Group CEO Last Employer:- Hoganas India Limited
Designation with last employer:- CFO
Aforesaid employee is not related to the Directors of the Company
although his salary may exceed salary drawn by MD & WTD. He also does
not have any equity stake, directly or indirectly, into the Company.
DEPOSITS
During the period under review Company has not accepted deposits from
any persons.
GLOBAL ECONOMY
2009 was one of the most challenging years for the global economy in
recent times with the global recession of 2008 and 2009 representing
the largest peacetime downturn in economic activity since the 1930s.
The World Bank reported that the positive growth in the emerging and
developing economies was more than offset by negative growth in the
advanced economies resulting in negative World GDP growth in 2009. The
sharp decline in global demand for consumer durables and investment
goods that accompanied the economic crisis, led to a significant demand
contraction particularly in the United States of America and Europe
which continued in most economies till September 2009. Economies with
large current account deficits, excessive reliance on foreign capital
to finance domestic consumption, and sizeable fiscal deficits witnessed
sharper growth declines. Following unprecedented fiscal and monetary
policy stimulus measures and direct Government support for some
institutions and sectors, a gradual recovery in domestic demand and the
turning of the inventory cycle saw most economies emerge from recession
by the end of 2009. In contrast to most developed and emerging
economies, China and India were able to avoid recession and recorded
GDP growth of around 10% and 7.2% respectively in spite of a slowdown
from pre-crisis growth rates as export demand collapsed across many
sectors.
In India, the Economic Survey of 2009-10 revealed that some of the key
macroeconomic indicators revived especially during the second half of
the year compared to the previous year. Even though the agricultural
output declined by 0.2% as a consequence of a poor monsoon season, the
industrial and service sectors grew at the rate of 8.2% and 8.7%
respectively caking estimated GDP growth to 7.2% during the year. It is
worth noting that the manufacturing industry grew at 8.9% during the
year.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956, and the
Companys Articles of Association, Mr. Chandu L. Chavan and Mr.
Ravindra W. Katre retire by rotation and are eligible for
re-appointment.
Mr. Parag M. Mulye, Mr. Sanjay T. Bhade and Mr. Shivaji R. Katke
("Promoter Directors") stepped down from the office of Director of the
Company w.e.f 27.02.2010 and on the same day Mr. Ramprasad Joshi, Mr.
Pradeep Tupe, Mr. Yashpaul Gupta and Dr. Rajendra Jagdale were co-opted
as Additional Directors. Mr. William Sean Sovak was also recently
co-opted as additional director due to resignation of Mr. Mukund
Krishnaswami. Since the term of all these Additional Directors shall
expire at forthcoming Annual General Meeting (AGM) a resolution under
Section 257 of the Companies Act, 1956 for their appointment as
Director is being placed before the shareholders at the ensuing AGM for
their approval.
Although Promoter Directors resigned from their directorship they shall
continue their association with the Company on such terms & conditions
as agreed by the board. Aforesaid change in board structure was
effected to accommodate Independent Directors pursuant to corporate
governance.
NOTE ON CORPORATE GOVERNANCE
Although Company is not listed at any stock exchanges in India or
abroad, Companys Board opted to adhere with clause 49 of Listing
Agreement as a sign of good corporate practice. Presently Board
consists of 8 members with knowledge & expertise in different fields.
Apart from Mr. C. L. Chavan, Chairman, Mr. R. W. Katre, Managing
Director, Mr. S. H. Waghulade, Whole-time Director and Mr. Mukund
Krishnaswami. Nominee Director all remaining are Independent Directors.
During the year under review, Board has formed various committees
having defined scope and responsibilities which includes Audit
Committee, Shareholders Grievance Committee, IPO Committee etc.
BONUS ISSUE
In July 2010 it was decided to capitalize profits of the Company by
issuing bonus shares to equity shareholders. However promoters of the
Company waived their entitlements resulting bonus issuance only to one
shareholder i.e. Kavos Capital Limited.
SUBSCRIPTION AND SHAREHOLDERS AGREEMENT
Recently in August 2010 Company entered into share subscription and
shareholders agreement with Kavos Capital Limited and others to
facilitate further growth of the Company by equity infusion on such
terms & conditions as contained in said agreement. Kavos has invested
1NR 350 Millions in equity share capital of the Company.
STATUTORY AUDITORS
Messrs. B. K. Khare & Co, Chartered Accountants retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
reappointment. The Board of Directors recommends their re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under the section 217(2AA) of the
Companies-Act 1956, with respect to Directors Responsibility
Statement, it is hereby confirmed:
1. that in the preparation of the annual accounts for the financial
year ended on 31st March, 2010, the applicable accounting standards
have been followed along with proper explanation relating to material
departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
Profit or Loss of the Company for the year under review;
3. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4. that the Directors have prepared the accounts for the financial
year ended on 31st March, 2010 on a Going Concern basis.
ACKNOWLEDGEMENT
The Directors place on record their appreciations for the wholehearted
and sincere co- operation received by the Company during the year from
the clients, banks, financial institutions, investor, employees and
various Government Authorities during the year under review.
The Directors also wish to place on record their deep sense of
appreciation for the committed services of the executives, staff and
workers of the company at all levels towards the growth of the company.
FOR AND ON BEHALF OF THE
BOARD OF DIRECTORS,
CHANDU CHAVAN
CHAIRMAN
Place: PUNE
Date : 04.08.2010
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