Directors Report of Innocorp Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 30^th Annual Report together with the Audited Accounts of
the Company for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS (Rupees in Lakhs)

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

COMPANY PERFORMANCE:

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.

SHARE CAPITAL :

The paid-up equity share capital of the Company as on 31^st 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.

TRANSFER OF AMOUNT TO GENERAL RESERVE :

No amount has been transferred to reserves during the year.

DIVIDEND:

Your Directors do not recommend any dividend for the Financial Year 2023-24.

FIXED 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.

BOARD MEETINGS

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 14^st February 2024 to evaluate the performance
evaluation of the Chairman, the Non-Independent Directors, the Board and flow of information from
management.

DIRECTORS

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.

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,
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.

AUDITORS:

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.

INTERNAL AUDITOR:

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.

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

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.

SUBSIDIARIES:

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.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis
and were in the ordinary course of business. 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.

ANNUAL RETURN

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.

RISK MANAGEMENT:

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.

CORPORATE GOVERNANCE:

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.

VIGIL MECHANISM :

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.

PARTICULARS OF EMPLOYEES:

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.

HUMAN RESOURCES:

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.

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.

By order of the Board
For INNOCORP LIMITED

Sd/- Sd/-

Prasad V S S Garapati Lakshmi VVV Garapati

Chairman and Wholetime Director Managing Director
DIN:-00209436 DIN:- 00394662

Place: Hyderabad
Date : 31.08.2024

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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

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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 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.

By order of the Board For INNOCORP LIMITED

Sd/- Place : Hyderabad PRASAD V S S GARAPATI date : 28.08.2010 Chairman & Managing Director

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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