To the Members,
Your directors have pleasure in submitting their 30th Annual Report of the
Company- together with the Audited Financial Statements for the year ended 31st March,
2022.
1. PERFORMANCE & FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous
year's figures is given hereunder:
(AMOUNT IN RS)
PARTICULARS |
F.Y. 2021-22 |
F.Y. 2020-21 |
Net Sales / Income from Business Operations |
827655132 |
96394110 |
Other Income |
6789 |
- |
Total Income |
827661921 |
96394110 |
Total Expenditure |
826370627 |
95917224.73 |
Profit Before Tax |
1291294 |
476885.27 |
Less: Tax Expenses |
335736.44 |
97231 |
Current Tax |
|
|
Profit/(Loss) After Tax |
955557.56 |
379654.27 |
Basic & Diluted Earnings per Equity Share |
0.32 |
0.13 |
2. OPERATIONAL REVIEW
Gross revenues for this financial year stood at Rs 82,76,55,132 as against Rs.
9,63,94,110 in the previous year. After providing for depreciation and taxation the net
profit of the Company for the year under review was placed at Rs. 9,55,557.56 as compared
to Rs. 3,79,654.27 in the previous year.
3. DIVIDEND
No Dividend was declared for the current financial year due to conservation of Profits
incurred by the Company. The provisions of Section 125(2) of the Companies Act, 2013
relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund, do
not apply as there was no dividend declared and paid by the Company.
4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013.The details of the investments made by company are
given in the notes to the financial statements.
5. DEPOSITS
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014
6. SHARE CAPITAL:
The paid-up equity capital as on March 31, 2022 was Rs. 3,00,00,000. No Bonus Shares
were issued neither company bought back any of its securities during the year under
review. The company has not issued shares with differential voting rights nor granted
stock options nor sweat equity.
7. EXTRACTS OF ANNUAL RETURN
A company shall not be required to attach the extract of the annual return with the
Board's report in Form No. MGT 9, in case the web link of such annual return has been
disclosed in the Board's report in accordance with sub-section (3) of Section 92 of the
Companies Act, 2013.
The Web Link to access annual return is https://www.innovationsoftwareexports.com/.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review.
However, the Board has adopted the Policy in terms of Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 to ensure that all
Related Party Transactions with Related Parties shall be subject to a policy and approval
or ratification in accordance with Applicable Law. This Policy contains the policies and
procedures governing the review, determination of materiality, approval and reporting of
such Related Party Transactions. The Policy on Related Party Transactions is uploaded in
the Company's website i.e., www.innovationsoftwareexports.com.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization.
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk
Management Policy for the Company. The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis.
At present the Company has not identified any element of risk which may threaten the
business or existence of the Company.
10. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "model
code of conduct". The Code has been posted on the Company's website
www.innovationsoftwareexports.com. The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and the designated employees in
their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code. All Management Staff were given appropriate training in this regard.
11. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre- clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors' qualifications, positive attributes, independence of Directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure B and is attached to this report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 08 (Eight) Board meetings during the financial year.
1. 30/06/2021
2. 13/08/2021
3. 26/09/2021
4. 22/10/2021
5. 15/11/2021
6. 31/12/2021
7. 17/01/2022
8. 14/02/2022
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the designation of Mr. Karan Singh (Din No. 08920008) an
Additional executive Director of the company is changed to Additional Non Executive
Director of the Company with effect from 30/06/2021.
During the year under review, the designation of Mr. Karan Singh (Din No. 08920008) an
Additional Non-executive Director of the company is changed to Non Executive Director of
the Company with effect from 30/11/2021.
During the year under review Ms. Lata Manral has resigned from the designation of
Compliance Officer of the company with effect from 31/12/2021.
During the year under review Mr. Nitesh Goyal has appointed for the designation of
Compliance Officer of the company with effect from 20/01/2022.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees if any
and reimbursement of expenses incurred by them for the purpose of attending meetings of
the Board /Committee of the Company.
None of the Directors of the Company is disqualified for being appointed as Director,
as specified under Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014. Necessary
Resolution(s) along with disclosure(s) / information(s) in respect of the directors
seeking appointment /re- appointment at the ensuing AGM has been annexed to the Notice
convening the ensuing AGM. In terms of Schedule V of SEBI Listing Regulations, 2015 and
amendments thereof, your Company has identified the list of core
skills/expertise/competencies which are required in the context of the Company's business
(es) and sector(s) for it to function effectively and those which are actually available
with the Board.
15. PARTICULARS OF MANAGERIAL REMUNERATION
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
I. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
Directors |
Ratio to median remuneration |
Ms. Rita Thapa |
- |
Mr. Karan Singh |
- |
Ms. Rashmi Katiyal |
- |
Mrs. Priyanka Goutam |
- |
II. There was no increase in remuneration of directors, chief financial officer in the
financial year so the percentage increase in remuneration cannot be expressed. Moreover,
some appointments were made during the financial year and hence information is for part of
the year, the same is not comparable.
III. Percentage increase in the median remuneration of employees in the financial year:
Nil
IV. Number of permanent employees on the rolls of Company: 8
V. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
There was no increase in remuneration during the financial year.
VI. The key parameters for any variable component of remuneration availed by the
directors: N.A.
VII. Affirmation that the remuneration is as per the remuneration policy of the
company:
The Company affirms remuneration is as per the remuneration policy of the Company.
VIII. There is no employee whose remuneration exceeds the limits prescribed under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
16. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The details regarding remuneration to Directors are given below:
A. Remuneration to Managing Director, Whole-time Directors and/or Managing Director:
SN |
Particulars of Remuneration Name of Whole-time Director: |
Ms. Rita Thapa (Rs. In lacs) |
Total Amount (Rs. in Lacs) |
1 |
Gross salary |
|
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
0.00 |
0.00 |
|
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 |
- |
- |
2 |
(c) Profits in lieu of salary under section |
- |
- |
3 |
17(3) Income- tax Act, 1961 |
- |
- |
4 |
Stock Option |
- |
- |
5 |
Sweat Equity |
- |
- |
|
Commission - as % of profit Others |
|
|
|
Total |
0.00 |
0.00 |
Ceiling as per the Act: 10% of the profits calculated under section 198 of the
Companies Act, 2013.
SN. |
Particulars of Remuneration |
Name of Directors |
Total Amount |
1 |
Independent Directors |
|
|
|
|
|
|
|
(Rs. in Lacs) |
|
|
Ms. Rashmi Katiyal |
Ms. Priyanka Goutam |
|
|
Fee for attending board committee meetings |
0.00 |
0.00 |
0.00 |
|
Commission |
- |
- |
- |
|
Others |
- |
- |
- |
|
Total (1) |
0.00 |
0.00 |
0.00 |
2 Other Non-Executive Directors
|
Mr. Karan Singh |
Total Amount (Rs. in Lacs) |
Fee for attending board committee meetings |
0.00 |
0.00 |
Commission |
- |
- |
Others |
- |
- |
Total (2) |
0.00 |
0.00 |
Ceiling as per the Act |
1% of the profits calculated under section 198 of the
Companies Act, 2013. |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD (Rs in lacs)
S.N |
Particulars of Remuneration |
Key Managerial Personnel |
|
|
CFO |
Total |
|
|
Ms. Rita Thapa |
|
1 |
Gross salary |
|
|
|
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
0.00 |
0.00 |
|
(b) Value of perquisites u/s 17(2) Income- tax Act, 1961 |
- |
- |
|
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 |
- |
- |
2 |
Stock Option |
- |
- |
3 |
Sweat Equity |
- |
- |
4 |
Commission - as % of profit |
- |
- |
5 |
Others, please specify |
- |
- |
|
Total |
0.00 |
0.00 |
17. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
In terms of the Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 49(II)(B)(7)(b) of the erstwhile Listing
Agreements, the Company has adopted a familiarization programme for the Independent
Directors. The details of the said program are available on the website of the Company
i.e., www.innovationsoftwareexports.com.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee as on 31st March 2022 comprises of the following three
directors: -
(a) Ms. Priyanka Gautam- Chairperson
(b) Mr. Karan Singh
(c) Ms. Rashmi Katiyal
The Audit Committee as on 03rd September 2022 comprises of the following
three directors:
(a) Ms. Rashmi Katiyal - Chairperson
(b) Ms. Guddo
(c) Ms. Anamika
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees of the Company.
The policy on vigil mechanism is available on the website of the company i.e.,
www.innovationsoftwareexports.com.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and
Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting held on 14th
February, 2022 has carried out an annual performance evaluation of its own performance,
the individual directors' performance including that of independent directors.
The parameters based on which the evaluation process is being carried out is fixed by
the Board in terms of the provisions of Companies Act, 2013.
In a separate meeting of independent Directors held on 14th February, 2022,
performance of non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the views of executive
directors and nonexecutive directors.
19. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its Responsibility Statement: -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating efficiently.
Internal financial control means the policies and procedures adopted by the Company for
ensuring the orderly and efficient conduct of its business including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
20. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company-
occurred between the end of the financial year to which these financial statements relate
on the date of this report.
22. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
24. SECRETARIAL AUDIT
Mr. Ankur Singh, Practicing Company Secretary, (ICSI Membership No. ACS 60761) has been
appointed as Secretarial Auditor of the Company for financial year ended 31st
March, 2022.
The Secretarial Audit Report received from the Secretarial Auditor is annexed to this
report marked as Annexure - C and forms part of this report.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditor Report as well as Secretarial Audit Report does not contain any
qualification, reservation or adverse remark which needs any explanation or comment of the
Board.
26. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited, Mumbai.
Pursuant to the notification of the regulations, your Company has entered into new
Listing Agreement with the aforesaid Stock Exchanges respectively as mandated under the
said Regulations.
27. CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence it
complies with the Corporate Governance requirements.
The Corporate Governance Report as per Schedule V(C) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requisite Certificate of Compliance
from Statutory Auditor regarding compliance of conditions of Corporate Governance are not
applicable to the company as per regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
28. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of management
perception, risks and concerns, internal control systems are annexed and forms part of the
Annual report.
29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor not reported/found and fraud and suspicious transactions under
subsection (12) of section 143 other than those which are reportable to the central
government.
30. INTERNAL AUDIT, INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company had engaged M/s Parmeet Kaur & Associates, Practicing Company Secretary
as Internal Auditors for the Financial Year 2021-22. The scope of their work includes
review of processes for safeguarding the assets of Company, effectiveness of systems and
processes and assessing the internal control strengths in all areas. Management is having
tight control on all the operations of the Company. All expenses are scrutinized and
approved by the top management. The Company has adequate system so as to have proper check
and control on every department. Deviation from established system, if any, are placed
before Audit Committee of the Board for review and corrective action to be taken, if any.
31. COST AUDIT & COST RECORD
During the year, the Company was not covered under the provisions of Cost Audit.
32. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has a policy on prevention of and affirmative
action for sexual harassment of women, about which all the employees are communicated
periodically. For this purpose, the Company has also constituted an Internal Complaints
Committees. At the beginning or end of the financial year under report, no cases were
pending and during the year, no cases were filed or disposed of under that Act.
33. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
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.
34. RELATED PARTY TRANSACTIONS
There were no material related party transactions with the Company's Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company
35. ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Company's activities during the year under review.
Your directors thank the shareholders for their support and confidence reposed on your
Company and also appreciate the dedicated services rendered by the employees at all
levels.
For and on behalf of the Board of Directors
Sd/
Rita Thapa
Managing Director
DIN:08920345
Date: 03rd September 2022
Place: Delhi
|