Mar 31, 2025
Your Directors have pleasure in presenting the 31st Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2025.
|
FINANCIAL HIGHLIGHTS |
Rupees in Lakhs) |
|
|
PARTICULARS |
Year Ended |
Year Ended |
|
31.03.2025 |
31.03.2024 |
|
|
Revenue from Operations |
- |
- |
|
Other Income |
- |
1.21 |
|
Total Income |
- |
1.21 |
|
Total Expenditure |
24.37 |
27.83 |
|
Profit Before Tax |
(24.37) |
(26.62) |
|
Tax |
(13.26) |
(0.51) |
|
Net Profit / (Loss) |
(37.64) |
(26.11) |
Due to ongoing conditions of market and increasing competition, during the financial year under review, your Company has no revenue from the operations when compared to last year Revenue of Rs. 1.21 lakh and recorded Net Loss of Rs. (37.64) lakh for the financial year 2024-25 when compared to Net Loss of Rs. (26.11) during the previous year.
The Authorized Share Capital of the Company as on March 31, 2025, is Rs.12,00,00,000/- (Rupees Twelve Crores only) divided into 1,20,00,000 (One Crore Twenty Lakhs Only) Equity Shares of Rs.10/- (Rupees Ten Only) each.
The Paid-up Share Capital of the Company as on March 31, 2025, is Rs. 7,94,14,000/-(Rupees Seven Crores Ninety-Four Lakhs Fourteen Thousand) divided into 79,41,400 (Seventy-Nine Lakhs Fourty One Thousand Four Hundred) equity shares of Rs.10/- (Rupees Ten Only) each fully paid up.
There is no change in share capital:
⢠The company has not bought back any of its securities.
⢠The Company has not issued any Sweat Equity Shares.
⢠No Bonus shares were issued during the year.
⢠Company has not issued any Preference shares/Debentures.
⢠Has not provided any Stock Option Scheme TRANSFER TO RESERVES
The Board of Directors do not propose to transfer any amount to the General Reserve for the Financial Year ended March 31, 2025.
Your Directors do not recommend any dividend for the Financial Year 2024-25.
|
DEPOSITS: |
|
The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 |
|
and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from |
|
its member and public during the Financial Year. |
|
LISTING OF EQUITY SHARES |
|
The equity shares of the Company are listed on the trading platform of BSE Limited, a recognized stock |
|
exchange having a nationwide trading terminal. |
|
DETAILS OF SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES: |
|
The Company does not have any Subsidiaries, Associates and Joint Ventures as on 31st March, 2025. |
|
CHANGE IN THE NATURE OF BUSINESS |
|
There was no change in the nature of the business of the Company during the FY 2024-25. |
|
VARIATIONS IN NETWORTH: |
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The Standalone Net worth of the Company for the Financial Year ended March 31, 2025, is Rs. 231.56 |
|
Lakhs as compared to Rs. 269.20 Lakhs for the previous financial year ended March 31, 2024. |
|
BOARD MEETINGS |
|
During the year under review, five board meetings were held as follows: |
01.05.2024 | 28.05.2024 | 12.08.2024 | 31.08.2024 | 12.11.2024 | 12.02.2025
The Board of Directors evaluated the annual performance of the Board as a whole, its committee''s and the
directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 in the following manner:
i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance, for evaluation of the performance of the Board, its Committee''s and each director were circulated to all the members of the Board along with the Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/Individual Director and formulated a final collective evaluation of the Board. The Board also provided individual feedback to the concerned director on areas of improvement, if any.
A separate meeting of Independent Directors was held on 12th February 2025 to evaluate the performance evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from management.
The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and
Independent Directors including woman Directors.
i. Retirement by Rotation
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Mr. Prasad VSS Garapati, Director of the Company will retire by rotation at the ensuing Annual General
Meeting and, being eligible, offers himself for re-appointment.
During the period under review, Ms. Karishma Hemraj Jain was appointed as Company Secretary and Compliance officer on 1st day of May, 2024.
BOARD COMMITTEES AND THEIR COMPOSITION:
We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.
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The Present Composition of various Committees of the Board is hereunder |
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|
Audit Committee Mr. Neralla Seshagiri Rao -Mr. Alapati Venkata Narasimha Rao -Mr. Naga Mohan Babu Mangalapurapu - |
Chairman Member Member |
|
Nomination and Remuneration Committee Mr. Neralla Seshagiri Rao -Mr. Alapati Venkata Narasimha Rao -Mr. Naga Mohan Babu Mangalapurapu - |
Chairman Member Member |
|
Stakeholders Relationship Committee Mr. Neralla Seshagiri Rao -Mr. Alapati Venkata Narasimha Rao -Mr. Naga Mohan Babu Mangalapurapu - |
Chairman Member Member |
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2025 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken 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;
iv. The annual accounts for the year 2024-2025 have been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws was in place and was adequate and operating effectively.
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. M N RAO & Associates, Chartered Accountants, (Registration No. 005386S), Chartered Accountant, Hyderabad, appointed as the Statutory Auditors of the Company to hold office from conclusion of 27th Annual General Meeting for a period of 5 years in accordance with the Act, The Company has received the confirmation from the Statutory Auditor that in the event of his appointment as Statutory Auditor such appointment will be in accordance with the limits specified in Section 141(3) (g) of the Companies Act, 2013.
BOARD''S RESPONSE ON AUDITOR''S QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE.
There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Practicing Company Secretary in the Secretarial Audit Report for the year.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors, Internal Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s Sarada Manasa & Associates, Chartered Accountants Hyderabad, as the Internal Auditors of the Company. The Internal Auditors are submitting their reports on quarterly basis.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149
The Independent Directors have submitted a declaration of independence, as required pursuant to subsection (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.
INTERNAL FINANCIAL CONTROL SYSTEMS
We have adopted policies and procedures which enables implementation of appropriate internal financial controls across the organization and also ensures the orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of fraud, error reporting mechanism, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integrated part of the Risk Management Process, addressing financial and financial reporting risks. The Internal Financial Controls have been documented, digitized and embedded in the business process.
Assurance on the effectiveness of the Internal Financial Controls is obtained through our management reviews; control self-assessment, continuous monitoring by functional experts as well as testing of the Internal Financial Control systems by the Internal Auditor during the course of audits. We believe that these systems provide reasonable assurance that our Internal Financial Controls are commensurate with the requirements of our organization.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The 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 Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ''Annexure A'' to this report.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of Regulation 34(2) (e) of SEBI(LODR) Regulations, 2015 a report on Management Discussion & Analysis is set out as an ANNEXURE B
SECRETARIAL AUDIT AND SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act, read with the Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company has appointed M/s P S Rao & Associates Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed as Annexure -C and forms a part of this Report.
SEBI vide notification dated 12th December, 2024, amongst other, amended Regulation 24A of the Listing Regulations. The said amended Regulation 24A stipulates that listed companies and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit by a secretarial auditor who shall be a peer reviewed company secretary.
Further, as per Regulation 24A, the appointment/ re-appointment of an individual as a secretarial auditor cannot be for more than one term of five consecutive years and in case the secretarial auditor is a secretarial audit firm, it cannot be for more than two terms of five consecutive years and such an appointment/ reappointment shall be approved by the members of the company at its AGM.
In view of the aforesaid, the Board of Directors of the Company, on the recommendation of the Audit Committee at its meeting held on 3rd day of September, 2025, appointed M/s. P.S. Rao and Associates, Company Secretaries (Peer Review No. 6678/2025 as the Secretarial Auditor of the Company, for a period of five consecutive financial years commencing from FY 2025-26 to the FY 2029-30, subject to approval of the Members of the Company at the forthcoming AGM.
During the financial year under review, we did not have any subsidiary or joint venture or associate company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
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. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.
Your Company''s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2025 is available on the Company''s website and can be accessed at www.innocorpltd.com.
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY:
Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not applicable to the Company.
Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR)Regulations,2015 the company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the group. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee.
NOMINATION & REMUNERATION POLICY
A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of the Companies Act, 2013 and to recommend a policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time.
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as ANNEXURE-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are employed for part of the year and in receipt of 8.5 Lakhs or more per month.
The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company appreciates the spirit of its dedicated employees.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:
The Company strongly supports the rights of all its employees to work in an environment free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.
(a) Number of Complaints of Sexual Harassment received in the year: NIL
(b) Number of Complaints Disposed off during the year: NIL
(c) Number of Cases Pending for more than Ninety Days: Not Applicable
The Company has not received any complaint on sexual harassment during the year
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS
During the year under review, the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
Not Applicable
Your Directors place on record their appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company Your Directors also place on record their sincere appreciation for the continued contributions made by the employees at all levels.
Mar 31, 2024
Your Directors have pleasure in presenting the 30th Annual Report together with the Audited Accounts of
the Company for the year ended 31st March 2024.
|
PARTICULARS |
Year Ended |
Year Ended |
|
31.03.2024 |
31.03.2023 |
|
|
Sales (Excl. Duties and Taxes) |
- |
14.89 |
|
Other Income |
1.21 |
677.84 |
|
Total Income |
1.21 |
692.737 |
|
Total Expenditure |
27.83 |
155.29 |
|
Profit Before Tax |
-26.62 |
537.43 |
|
Tax |
-0.51 |
152.04 |
|
Net Profit / (Loss) |
-26.11 |
385.40 |
Due to conditions of market and increasing competition, during the financial year under review, your Company
has achieved total net of revenue of Rs. 1.21 Lakh when compared to last year Revenue of Rs. 692.73 lakh
and recorded Net Loss of Rs. (26.11) lakh for the financial year 2023-24 when compared to net profit of
Rs. 385.40 lakh during the previous year.
The paid-up equity share capital of the Company as on 31st March, 2024, is Rs. 794.01 lakh. During the
year under review, the Company has not issued shares with differential voting rights, sweat equity shares
or Employee Stock Options.
No amount has been transferred to reserves during the year.
Your Directors do not recommend any dividend for the Financial Year 2023-24.
The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73
and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from
its member and public during the Financial Year.
During the year under review, five board meetings were held as follows:
|
29.05.2023 |
14.08.2023 |
29.08.2023 |
10.11.2023 |
14.02.2024 |
BOARD EVALUATION
The Board of Directors evaluated the annual performance of the Board as a whole, its committee''s and the
directors individually in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015 in the following manner: _ _
i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after
taking into consideration inputs received from the Directors, covering various aspects of the Board''s
functioning such as adequacy of the composition of the Board and its Committees, Board culture,
execution and performance of specific duties, obligations and governance, for evaluation of the
performance of the Board, its Committee''s and each director were circulated to all the members of the
Board along with the Agenda Papers.
ii. The members of the Board were requested to evaluate by filling the evaluation forms and the duly filled
in evaluation forms were required to be sent to the Company Secretary in a sealed envelope or personally
submitted to the Chairman at the concerned meeting.
iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the
concerned meeting on the performance of the Board / Committee/Individual Director and formulated a
final collective evaluation of the Board. The Board also provided individual feedback to the concerned
director on areas of improvement, if any.
A separate meeting of Independent Directors was held on 14st February 2024 to evaluate the performance
evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from
management.
The Board of Directors of your Company has an optimum combination of Executive, Non-Executive and
Independent Directors including woman Directors.
i. Retirement by Rotation
In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company,
Mr. Venu Garapati, Director of the Company will retire by rotation at the ensuing Annual General Meeting
and, being eligible, offers himself for re-appointment.
The Company has received declarations from all the Independent Directors of the Company confirming
that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013.
Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their
knowledge and belief and according to the information and explanation obtained by them,
i. In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and
applied consistently and judgments and estimates that are reasonable and prudent made so as to give
a true and fair view of the state of affairs of the Company at the end of the financial year 31st March,
2024 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken 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;
iv. The annual accounts for the year 2023-2024 have been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively.
vi. That system to ensure compliance with the provisions of all applicable laws was in place and was
adequate and operating effectively.
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, the Statutory Auditor M/s. M N
RAO & Associates, Chartered Accountants, (Registration No. 005386S), Chartered Accountant, Hyderabad,
appointed as the Statutory Auditors of the Company to hold office from conclusion of 27th Annual General
Meeting for a period of 5 years in accordance with the Act, The Company is in received the confirmation
from the Statutory Auditor that in the event of his appointment as Statutory Auditor such appointment will be
in accordance with the limits specified in Section 141(3) (g) of the Companies Act, 2013.
The Board of Directors based on the recommendation of the Audit Committee has appointed M/s Sarada
Manasa & Associates, Chartered Accountants Hyderabad, as the Internal Auditors of the Company. The
Internal Auditors are submitting their reports on quarterly basis.
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.
The 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 Rule 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as ''Annexure A'' to this report.
Pursuant to the provision of Regulation 34(2) (e) of SEBI(LODR)Regulations,2015 a report on Management
Discussion & Analysis is set out as an ANNEXURE 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. P S. Rao &
Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report is annexed herewith as ANNEXURE C to this report.
During the financial year under review, we did not have any subsidiary or joint venture or associate company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
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. There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the
Company. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of
Section 188 of the Companies Act, 2013 is referred in Notes to Accounts.
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the
Company as on 31st March, 2024 is available on the Company''s website and can be accessed at
www.innocorpltd.com.
Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and as per SEBI (LODR) Regulations, 2015 the Risk management is not
applicable to the Company.
Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is Not
applicable to the Company.
Since the paid up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is
less than Rs.25 Crores, the provisions of Regulations 17 to 27 and clauses (b) to (i) of sub-regulation 2 of
Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.
Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies
Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR)Regulations,2015 the
company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in
the group. The Policy provides for adequate safeguards against victimization of employees who avail the
mechanism and also provides for direct access to the Chairman of the Audit Committee.
A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to
comply with the provisions of section 178 of the Companies Act, 2013 and to recommend a policy of the
Company on directors'' appointment and remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters and to frame proper systems for
identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their
performance and to recommend the same to the Board from time to time.
The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is
herewith annexed as ANNEXURE-D. In terms of Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed
throughout the financial year and in receipt of remuneration of 102 Lakhs or more, or employees who are
employed for part of the year and in receipt of 8.5 Lakhs or more per month.
The Company considers its Human Resources as the key to achieve its objectives. Keeping this in view,
your Company takes utmost care to attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher levels of performance. The
unflinching commitment of the employees is the driving force behind the Company''s vision. Your Company
appreciates the spirit of its dedicated employees.
The Company strongly supports the rights of all its employees to work in an environment free from all forms
of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims to
provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment
and for matters connected or incidental thereto, with the objective of providing a safe working environment,
where Employees feel secure. The Company has also constituted an Internal Committee, known as Anti
Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to
recommend appropriate action.
The Company has not received any complaint on sexual harassment during the year
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT
THE END OF THE FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not Applicable
ACKNOWLEDGEMENTS:
Your Directors place on record their appreciation and gratitude for the continuous support and assistance
extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and
Shareholders for the confidence reposed by them in the Company. Your Directors also place on record
their sincere appreciation for the continued contributions made by the employees at all levels.
Prasad V S S Garapati Lakshmi VVV Garapati
Chairman and Wholetime Director Managing Director
DIN:-00209436 DIN:- 00394662
Place: Hyderabad
Date : 31.08.2024
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 20th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2014.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
YEAR ENDED YEAR ENDED
PARTICULARS 31.03.2014 31.03.2013
Sales (Excl: Duties & Taxes) 1173.82 1330.77
Other Income 7.20 9.85
TOTAL INCOME 1181.02 1340.62
TOTAL EXPENDITURE 1014.66 1151.13
Profit/ (Loss) before depreciation &
Financial Charges 166.36 189.49
Depreciation 76.11 68.85
Financial Charges 67.09 57.29
Profit Before Tax 23.16 63.35
Prior period items (22.07) (20.70)
Provision for tax 4.52 3.62
NET PROFIT / (LOSS) 5.61 46.27
OPERATIONS:
Your Board would like to bring to your notice that the Company has
witnessed significant fall in production due to reduction in orders
from Tupperware and profitability during the financial year under
review when compared to the last year. In spite of recessionary
conditions of market and increasing competition, during the financial
year under review, your Company has achieved total net of sales of
Rs.1173.82 lakh when compared to last year sales of Rs.1330.77 lakh and
recorded net profit of Rs.5.61 lakh for the financial year 2013-14 when
compared to net profit of Rs.46.27 lakh during the previous year.
DIVIDEND:
During the Financial Year 2013-14, Your Company has plans for expansion
of the business and hence your Directors do not recommend any dividend
for the Financial Year 2013-14.
DEPOSITS:
The Company has neither accepted nor renewed any deposits falling
within the provisions of Section 73 and 76 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 from the
its member and public during the Financial Year.
DIRECTORS:
Sri Sahu Garapati, Director of your Company retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
reappointment.
Pursuant to the provisions of Section 149 and applicable provisions of
the Companies Act, 2013 read with rules thereon, all independent
directors of the company are seeking fresh appointment for 5
consecutive years commencing from ensuing Annual General Meeting.
Sri Gopala Krishna Vajha is appointed as Additional Director in the
Company w.e.f 8th October, 2013: The Company has received notice from
the members of the Company, proposing their respective candidature for
the office of Director.
Sri Devineni Madhusudhana Rao resigned from the Board w.e.f 30th
September 2013 The Board of Directors re-appointed Sri Prasad Garapati
as Chairman & Managing Director, Smt K.Saraswathi as Whole Time
Director and Sri Sahu Garpati as Whole Time Director of the Company,
subject to the approval of members in their General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE
COMPANIES ACT:
The Directors of your Company hereby report:
i. that in the preparation of Annual Accounts for the year ended 31st
March 2014, the applicable accounting standards have been followed
along with the proper explanation relating to material departures;
ii. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year ended 31st
March 2014 and of the profit and loss of the Company for that period;
iii. that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
iv. that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
Pursuant to the provisions of Section 139 (2) of the Companies Act,
2013, the Statutory Auditors M/s. Ramasamy Koteswara Rao & Co,
Hyderabad, as the Statutory Auditors of the Company to hold office from
conclusion of this Annual General Meeting for a period of 2 years in
accordance with the Act, subject to the ratification of shareholders at
every Annual General Meeting.. The Company is in receipt of
confirmation from the Statutory Auditor that in the event of his
re-appointment as Statutory Auditor at the ensuing Annual General
Meeting, such appointment will be in accordance with the limits
specified in Section 141 of the Companies Act, 2013.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments. There
are no qualifications in the report of the statutory auditors for the
year 2013-14.
PARTICULARS OF EMPLOYEES:
During the financial year under review, none of the employees were in
receipt of remuneration in excess of Rs. 5,00,000/- per month or Rs.
60,00,000/- per annum the limits prescribed under the Section 217(2A)
of the Companies Act, 1956 read with the Companies (Particulars of
Employees) Rules, 2011.
EMPLOYEE RELATIONS:
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
INFORMATION REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT 1956
READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
A Statement of particulars of the conservation of energy, technology
absorption and foreign exchange earnings and outgoings is given as
required under the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, is enclosed as ANNEXURE-A.
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the Listing Agreement, a
report on management Discussion & Analysis is set out as an ANNEXURE-
B.
CORPORATE GOVERNANCE:
The Company is regular in complying with the Clause 49 of the Listing
Agreement entered with the Stock Exchanges. A brief report on the
Corporate Governance with certificate from the Statutory Auditors of
the Company for compliance with the Clause 49 of the Listing Agreement
with the Stock Exchanges is set out in AnNeXURE-C.
HUMAN RESOURCE VALUATION:
Your Company recognizes that the human resources are the most crucial
factor for achieving sustained growth over the years. The management
considers it''s highly motivated and passion driven work force as its
partner in the growth of the Company.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co-operation received by
the Company from various departments of Central/ State Government,
Banks, for their continued co-operation and the support extended during
the year. Your Directors also wish to acknowledge the continued support
and confidence reposed in the management by the Shareholders
For and On behalf of the Board of Directors
Place : Hyderabad. Sd/-
Date : 13-08-2014 Prasad V S S Garapati
Chairman & Managing Director
Mar 31, 2010
The directors have pleasure in presenting the 16th Annual Report
together with the Audited Accounts of the Company for the year ended
31st march 2010.
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
Particulars 31.03.2010 31.03.2009
Sales (Plastic & Cable) 801.84 1277.38
Contract/Other Income 1.83 253.76
TOTAL INCOME 803.67 1531.14
Less exercise duty 104.52 237.61
TOTAL EXPENDITURE 655.80 2105.55
Profit/ (Loss) before depreciation &
Financial Charges 41.47 (812.02)
Depreciation 30.75 48.34
Financial Charges 9.56 154.30
Profit Before Tax (1.15) (1014.66)
Fringe Benefit Tax -- 1.40
Prior period items 26.72 46.58
Provision for tax -- --
Dferred tax -- --
NET PROFIT / (LOSS) (25.56) (1062.64)
Balance carried to balance sheet
Your directors would like to bring to your kind notice that even though
there has been good growth in plastic division there was a signifcant
fall in overall turnover of the Company and Your Directors would like
to state that the cable division was adversely affected as Wet lease
Agreement entered with M/S Gem Cables and Conductors limited was
terminated. Further Huge amount of debtors and advances were treated as
irrevocable and converted into bad debts. Your directors are hopeful of
good performance and Profitability in future years.
DIVIDEND:
During the Financial Year 2009-10, Your Company has recorded a nominal
Profit hence your directors do not recommend any dividend for the
Financial Year 2009-10.
DEPOSITS:
during the year under review, the Company has not accepted deposits
attracting the provisions of Section 58A of the Companies Act 1956.
DIRECTORS:
The Board of directors appointed Sri Sahu Garapati as executive
director of the Company with effect from 01.11.2009, subject to the
approval of the members in their general meeting.
Smt K Saraswati, director of the Company retires at the ensuing annual
general meeting and being eligible offer herself for re-appointment.
DIRECTORS RESPOSIBILITY STATEMENT PURSUANT TO SECTION 217 (2 AA) OF THE
COMPANIES ACT:
The directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the year ended 31st
March,2010, the applicable accounting standards have been followed
along with the proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year ended 31st
March, 2010 and of the Profit and loss of the Company for that period;
(iii) that the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. J B R K & CO., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General meeting
and being eligible offers themselves for re-appointment. The Company
has received a certificate from the Auditors to the effect that their
appointment, if made will be in accordance with the provisions of
Section 224(1B) of the Companies Act, 1956. the Board recommends their
appointment.
PARTICULARS OF EMPLOYEES:
During the year under review, none of the employees were in receipt of
remuneration in excess of the limits prescribed under the Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
EMPLOYEE RELATIONS:
The relationship with the employees continues to be cordial. the
directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
INFORMATION REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT 1956
READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
A Statement of particulars of the conservation of energy, technology
absorption and foreign exchange earnings and outgoings is given as
required under the Companies (Disclosure of Particular in the Report of
the Board of Directors) Rules, 1988, is enclosed as ANNEXURE-A
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the listing Agreement, a
report on management discussion & Analysis is set out as an ANNEXURE- B
CORPORATE GOVERNANCE:
the Company is regular in complying with the Clause 49 of the listing
Agreement entered with the Stock Exchanges. A brief report on the
Corporate Governance with certificate from the Statutory Auditors of
the Company for compliance with the Clause 49 of the listing Agreement
with the Stock exchanges is set out in ANNEXURE-C.
HUMAN RESOURCE VALUATION:
Your Company recognizes that the human resources are the most crucial
factor for achieving sustained growth over the years. the management
considers itÃs highly motivated and passion driven work force as its
partner in the growth of the Company.
ACKNOWLEDGEMENTS:
Your directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co-operation received by
the Company from various departments of Central/ State Government,
Banks, for their continued co-operation and the support extended during
the year. Your Directors also wish to acknowledge the continued support
and confidence reposed in the management by the Shareholders.
By order of the Board
For INNOCORP LIMITED
Sd/-
Place : Hyderabad PRASAD V S S GARAPATI
date : 28.08.2010 Chairman & Managing Director
Mar 31, 2009
The Directors have pleasure in presenting the 15th Annual Report
together with the Audited Accounts of the Company for the year ended
31st March 2009.
(Rs.in lacs)
Particulars 31.03.2009 31.03.2008
Sales (Plastic & Cable) 1277.38 1755.04
Contract/Other Income 253.76 278.58
TOTAL INCOME 1531.14 2033.62
Less Excise Duty 237.61 48.18
TOTAL EXPENDITURE 2105.55 1746.09
Profit/(Loss) before depreciation
& Financial Charges (812.02) 239.35
Depreciation 48.34 41.32
Financial Charges 154.30 182.36
Profit Before Tax (1014.66) 15.67
Fringe Benefit Tax 1.40 1.25
Prior period items 46.58 0.16
Provision for tax -- 4.38
Deferred Tax - (4.18)
NET PROFIT / (LOSS) (1062.64) 14.04
Balance carried to balance sheet (1063.64) 336.94
Your Directors would like to bring to your kind notice that even though
there has been good growth in plastic division there was a significant
fall in overall turnover of the Company and incurred overall net loss.
Your Directors would like to state that the cable division was
adversely affected as Wet Lease Agreement entered with M/s Gem Cables
and Conductors Limited was terminated. Further Huge amount of Debtors
and advances were treated as irrevocable and converted into bad debts.
Your Directors are hopeful of good performance and profitability in
future years.
SUBSIDIARY DETAILS:
The Board of Directors in their meeting held on 2nd December, 2008 has
divested the investments made in the Subsidiary Companies in Innosoft
Technologies Inc., and Inno Projects Private Limited
DIVIDEND:
During the Financial Year 2008-09, Your Company has recorded a Net
Loss; hence your Directors do not recommend any dividend for the
Financial Year 2008-09.
DEPOSITS:
During the year under review, the Company has not accepted deposits
attracting the provisions of Section 58A of the Companies Act 1956.
DIRECTORS:
Sri Devineni Madhusudhan Rao retires at the ensuing Annual General
Meeting and being eligible, offers himself for reappointment.
Sri Cherukuri Subrahmanyam was inducted as Additional Director w.e.f
31st October, 2008 and Sri Sahu Garapati was inducted as Additional
Directors w.e.f 1st November, 2008:
The Company has received individual notices from the members of the
Company complying with the provisions of Section 257 of the Act,
proposing their respective candidature for the office of Director.
Relevant resolutions are proposed for your consideration.
Sri MVS Birinchi resigned from the Board w.e.f 21st October 2008 and
Smt Lakshmi V.V.V. Garapati has resigned from the Board w.e.f 25th
March, 2009
The Board of Directors re-appointed Sri Prasad V.S.S.Garapati as
Chairman & Managing Director and Smt K.Saraswathi as Whole Time
Directors of the Company, subject to the approval of members in their
General Meeting.
Relevant resolutions are proposed for your consideration.
DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2 AA) OF
THE COMPANIES ACT:
The Directors of your Company hereby report:
(i) that in the preparation of Annual Accounts for the year ended 31st
March,2009, the applicable accounting standards have been followed
along with the proper explanation relating to material departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgements 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 ended 31st
March, 2009 and of the profit and loss of the Company for that period;
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) that the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s. J B R K & CO., Chartered Accountants, Statutory Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and being eligible offers themselves for re- appointment. The Company
has received a certificate from the Auditors to the effect that their
appointment, if made will be in accordance with the provisions of
Section 224( 1B) of the Companies Act, 1956. The Board recommends their
appointment.
PARTICULARS OF EMPLOYEES:
During the year under review, none of the employees were in receipt of
remuneration in excess of the limits prescribed under the Section
217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975.
EMPLOYEE RELATIONS:
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
INFORMATION REQUIRED UNDER SECTION 217(1) (e) OF THE COMPANIES ACT 1956
READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF
BOARD OF DIRECTORS) RULES, 1988.
A Statement of particulars of the conservation of energy, technology
absorption and foreign exchange earnings and outgoings is given as
required under the Companies (Disclosure of Particular in the Report of
the Board of Directors) Rules, 1988, is enclosed as ANNEXURE-A
MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to the provision of clause 49 of the Listing Agreement, a
report on management Discussion & Analysis is set out as an ANNEXURE- B
CORPORATE GOVERNANCE:
The Company is regular in complying with the Clause 49 of the Listing
Agreement entered with the Stock Exchanges. A brief report on the
Corporate Governance with certificate from the Statutory Auditors of
the Company for compliance with the Clause 49 of the Listing Agreement
with the Stock Exchanges is set out in ANNEXURE-C.
HUMAN RESOURCE VALUATION:
Your Company recognizes that the human resources are the most crucial
factor for achieving sustained growth over the years. The management
considers its highly motivated and passion driven work force as its
partner in the growth of the Company.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co-operation received by
the Company from various departments of Central/ State Government,
Banks, for their continued co-operation and the support extended during
the year. Your Directors also wish to acknowledge the continued support
and confidence reposed in the management by the Shareholders.
By order of the Board
For INNOCORP LIMITED
Sd/-
Piace : Hyderabad PRASAD V S S GARAPATI
Date : 28.08.2009 Chairman & Managing Director
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