INDOVATION TECHNOLOGIES LIMITEDTo consider and if thought ﬁt, to pass, with or without modiﬁca on(s) the following resolu on as an Ordinary Resolu on: “RESOLVED THAT pursuant

INDOVATION TECHNOLOGIES LIMITED

31ST

ANNUAL REPORT

2014 - 2015

31ST

ANNUAL REPORT

2014 - 2015

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CONTENTS Page No.

1. CORPORATE INFORMATION 4

2. NOTICE 6

3. NOTES 11

4. EXPLANATORY STATEMENT 17

5. DIRECTOR’S REPORT 21

6. MGT 9 43

7. ANNEXURE II 50

8. DECLARATION FROM 52

9. FORM MR-3 56

10 ANNEXURE A 60

11. INDEPENDENT AUDITORS’ REPORT 61

12. BALANCE SHEET 67

13. PROFIT & LOSS ACCOUNT 68

14. CASHFLOW STATEMENT 69

15 SIGNIFICANT ACCOUNTING POLICIES: 70

16. SCHEDULES 74

17. MGT - 11 78

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CORPORATE INFORMATION

Board of Directors:

1. Ms. Navneet Kaur Virk - Professional & Executive Director2. Mr. P V V Satyanarayana - Promoter & Executive Director3. Mr. Chanakya Bellam - Independent & Non - Executive Director4. Mr. G. Madhava Rao - Independent & Non - Executive Director5. Mr. N. Venkata Simhadri - Independent & Non - Executive Director

Chief Financial Ofcer

Sravan Kumar Yamini

Registered Ofce:

D.No:50-63-03, Gayatri Nilayam 1st Floor,Rajendra Nagar, Seethammapeta,Vishakhapatnam,Andhra Pradesh- 530016.

Auditors:

M/s. Hanumaiah & Co.,Chartered Accountants, Hyderabad.

Audit Committee:

1) Mr. Chanakya Bellam - Chairman2) Mr. G. Madhava Rao - Member3) Mr. N. Venkata Simhadri - Member

Nomination & Remuneration Committee:


Stakeholders Relationship Committee:


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Independent Directors Committee:

1) Mr. G. Madhava Rao - Chairman2) Mr. Chanakya Bellam - Member3) Mr. N. Venkata Simhadri - Member

Risk Management Committee:

1) Mr. G. Madhava Rao - Chairman2) Mr. Chanakya Bellam - Member3) Mr. N. Venkata Simhadri - Member

Listing:

1) BSE Limited

CIN:

L72200AP1984PLC004380

Registrar & Share Transfer Agents:

M/s. Aarthi Consultants Private Limited1-2-285, Near Gaganmahal Nursing Home ,Street No 7, Domalguda , Hyderabad-500029.Ph: 040-27638111/27634445, Fax: 040-27632184Email: [email protected]

ISIN:

INE807M01023

Website:

www.indova ontechnologies.com

Investor E-Mail Id:

[email protected]

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NOTICE

No ce is hereby given that the 31st Annual General Mee ng of the Shareholdersof M/s Indova on Technologies Limited will be held on Tuesday, the 29th dayof September, 2015 at 12.00 P.M. at the registered office of the Companysituated at D.No:50-63-03, Gayatri Nilayam, 1st Floor, Rajendra Nagar,Seethammapeta, Vishakhapatnam, Andhra Pradesh-530016 to transact thefollowing business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March,2015, the Statement of Profit and Loss and Cash Flow Statement for the yearended on that date together with the Notes a ached thereto, along with theReport of Auditors and Directors thereon.

2. To appoint a director in place of Mr. PVV Satyanarayana holding DIN: 01311615who re res by rota on and being eligible, offers himself for re-appointment.

3. To appoint M/s. Hanumaiah & Co., Chartered Accountants, Hyderabad asStatutory Auditors of the Company to hold office from the conclusion of thismee ng ll the conclusion of the next Annual General Mee ng at remunera onas may be fixed by the Board of Directors of the Company.

SPECIAL BUSINESS:

4. APPOINTMENT OF MR. G. MADHVA RAO AS AN INDEPENDENT DIRECTOROF THE COMPANY:

To consider and if thought fit, to pass, with or without modifica on(s) thefollowing resolu on as an Ordinary Resolu on:

“RESOLVED THAT pursuant to the provision of Sec on 149 and 150 of theCompanies Act, 2013 and the Rules made there under and the Ar cles ofAssocia on of the Company, Mr. G. Madhava Rao who was appointed as anAddi onal Director of the Company by the Board of Directors with effect from05.12.2014 and who holds office un l the date of the AGM, in terms of Sec on161 of the Companies Act, 2013, and in respect of whom the Company hasreceived a no ce in wri ng from a member under Sec on 160 of the CompaniesAct, 2013 signifying his inten on to propose Mr. G. Madhava Rao as a candidatefor the office of a director of the Company, be and is hereby appointed as an

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Independent Director of the Company to hold office for five consecu ve yearsfor a term up to 28th September, 2019, not liable to re re by rota on.

5. APPOINTMENT OF MR. N. VENKATA SIMHADRI AS AN INDEPENDENTDIRECTOR OF THE COMPANY:


“RESOLVED THAT pursuant to the provision of Sec on 149 and 150 of theCompanies Act, 2013 and the Rules made there under and the Ar cles ofAssocia on of the Company, Mr. N. Venkata Simhadri who was appointed asan Addi onal Director of the Company by the Board of Directors with effectfrom 05.12.2014 and who holds office un l the date of the AGM, in terms ofSec on 161 of the Companies Act, 2013, and in respect of whom the Companyhas received a no ce in wri ng from a member under Sec on 160 of theCompanies Act, 2013 signifying his inten on to propose Mr. N. Venkata Simhadrias a candidate for the office of a director of the Company, be and is herebyappointed as an Independent Director of the Company to hold office for fiveconsecu ve years for a term up to 28th September, 2019, not liable to re re byrota on.

6. APPOINTMENT OF MS. NAVNEET KAUR VIRK AS WHOLE TIME DIRECTOROF THE COMPANY:


“RESOLVED THAT pursuant to provisions of Sec ons 196, 197, 203 and otherapplicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modifica ons or re-enactments(s) thereof) readwith Schedule V of the Companies Act, 2013, and pursuant to the Ar cles ofAssocia on of the Company, the consent of the Company be and is herebyaccorded for the appointment of Ms. Navneet Kaur Virk (DIN: 03403617) asWhole Time Director of the company for a period of 5 years commencingfrom 30.06.2015 on the remunera on, as may be decided by the Board andwith liberty to the Board of directors to fix, alter or vary from me to me theterms and condi ons of the said appointment including the remunera on insuch manner as it may deem fit within the limits in that behalf contained inSchedule V of the said Act including any Statutory modifica on(s) in force or

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that may hereina er be made thereto by the Central Government in thatbehalf or any amendments thereto as may be agreed by the Board of Directorsand Ms. Navneet Kaur Virk in this behalf.

“FURTHER RESOLVED THAT pursuant to Schedule V and other applicableprovisions, if any, of the Act and subject to such approvals as may be necessary,the Company be and is hereby authorized to pay the minimum remunera onto Ms. Navneet Kaur Virk, for that financial year, in which there is inadequacyor absence of profits, during the period of Five years from the effec ve dateof her appointment.”

“FURTHER RESOLVED THAT, any one of the Directors of the Company be andare hereby authorized to do all necessary acts, deeds, and things in this regardincluding filing of necessary forms with Registrar of Companies, Hyderabad”.

7. CHANGE IN THE NAME OF THE COMPANY:

To consider, and if thought fit, to pass, with or without modifica on(s) thefollowing resolu on as a Special Resolu on:

“RESOLVED THAT pursuant to the provisions of Sec on 13 and rules madethere under and other applicable provisions of the Companies Act, 2013, ifany, the consent of the members of the Company be and is hereby accordedfor changing the name of the Company from “Indova on TechnologiesLimited” to “SmartPi Technologies Limited” or such other name as may beapproved by the Registrar of Companies, Andhra Pradesh and Telangana inthis behalf.”

“FURTHER RESOLVED THAT consequent to the above, Clause I in theMemorandum of Associa on be and is hereby altered by subs tu ng thesame with the following:

The name of the Company is “SmartPi Technologies Limited.”

“FURTHER RESOLVED THAT pursuant to the provisions of Sec on 14 and rulesmade there under and other applicable provisions of the Companies Act, 2013,if any, the consent of the members of the Company be and is hereby accordedfor altera on of ar cles of associa on of the Company by changing the nameof the Company from “Indova on Technologies Limited” to “SmartPiTechnologies Limited” or such other name as may be approved by the Registrar

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of Companies, Andhra Pradesh and Telangana in this behalf wherever it appearsin the Ar cles.”

“FURTHER RESOLVED THAT the name wherever appearing in the documents,common seal, le er head etc., is subs tuted by the new name upon receipt ofCer ficate of change of name.”

“FURTHER RESOLVED THAT any of the Directors of the Company be and ishereby authorized to do all such acts, deeds and things necessary in this behalfincluding filing of all the relevant forms with the office of Registrar of Companiesand all other statutory authori es”.

8. SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROMVISHAKHAPATNAM TO VIJAYAWADA:

To consider and, if thought fit, to pass with or without modifica on(s) thefollowing resolu on as a Special Resolu on:

“RESOLVED THAT, pursuant to the sec on 12(5) and other applicable provisionsof the Companies Act, 2013, if any, the registered office of the Company beand is hereby shi ed from its present situa on at D.No:50-63-03, GayatriNilayam 1st Floor, Rajendra Nagar, Seethammapeta, Vishakhapatnam, AndhraPradesh - 530016 to 1st Ram’s VSR Apartements, Beside Sidhartha Public School,Mogal Rajpuram, Vijayawada - 520010, a place falling under the jurisdic onof Mogal Rajpuram police sta on which is outside the local limit of the townwhere it is presently situated but within the same state.”

“RESOLVED FURTHER THAT, for purpose of giving effect to this resolu on, theBoard of Directors of the company be and is hereby authorized to do all suchacts, deeds and things as the Board may, in its absolute discre on, considernecessary, expedient, usual, proper or incidental and to delegate any or all ofthe aforemen oned powers, to any Director, any commi ee of the Board ofDirectors or to officers of the company, to give effect to the aforesaidresolu on.”

9. AMENDMENT OF ARTICLES OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, with or without modifica on(s) thefollowing resolu on as Special Resolu on:

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“RESOLVED THAT pursuant to provisions of Sec on 5 read with sec on 14and all other applicable provisions of the Companies Act, 2013 (includingany statutory modifica on(s) or re-enactment thereof, for the me being inforce) and the new dra Ar cles as contained in the Ar cles of Associa onsubmi ed be and are hereby approved and adopted in subs tu on, and tothe en re exclusion of the regula ons contained in the exis ng Ar cles ofAssocia on of the Company.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (whichterm shall be deemed to include any Commi ee of the Board cons tuted toexercise its powers, including the powers conferred by this resolu on) andany one of Directors of the Company, be and are hereby severally authorisedto take all such steps as may be necessary, proper and expedient to giveeffect to this resolu on.

For and on behalf of the BoardFor Indova on Technologies Limited

Sd/-

P.V.V. SatyanarayanaDirector

(DIN: 01311615)

Place: VishakhapatnamDate: 27.08.2015

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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXYNEED NOT BE A MEMBER OF THE COMPANY. The instrument of Proxy inorder to be effec ve shall be deposited at the Corporate Office of the Companyby not less than 48 hours before the commencement of the Mee ng.

Pursuant to the provisions of Sec on 105 of the Companies Act, 2013, a personcan act as a proxy on behalf of not more than fi y (50) members and holdingin aggregate not more than 10% of the total share capital of the Companycarrying vo ng rights. A member holding more than 10% of the total sharecapital of the Company carrying vo ng rights may appoint a single person asproxy, who shall not act as a proxy for any other person or shareholder. Theappointment of proxy shall be in the Form No. MGT.11 annexed herewith.

2. Explanatory Statement pursuant to Sec on 102 of the Companies Act, 2013,in respect of the Special Business to be transacted at the Annual GeneralMee ng as set out in the No ce is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remainclosed from 25.09.2015 to 29.09.2015 (Both days inclusive).

4. Members holding shares in the electronic form are requested to inform anychanges in address/bank mandate directly to their respec ve DepositoryPar cipants.

5. Members are requested to hand over the enclosed A endance Slip, dulysigned in accordance with their specimen signature(s) registered with theCompany for admission to the mee ng hall. Members who hold shares indematerialized form are requested to bring their Client ID and DP ID Numbersfor iden fica on.

6. Corporate Members are requested to send to the Company’s Registrar &Transfer Agent, a duly cer fied copy of the Board Resolu on authorizing theirrepresenta ve to a end and vote at the Annual General Mee ng.

7. In case of joint holders a ending the Mee ng, only such joint holders whoare higher in the order of names will be en tled to vote.

8. The Securi es Exchange Board of India (SEBI) has mandated the submissionof Permanent Account Number (PAN) by every par cipant in securi es market.Members holding shares in electronic form are, therefore requested to submitthe PAN to their Depository Par cipant with whom they are maintaining theirdemat accounts. Members holding shares in physical form can submit their

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PAN details to the Company/ Registrar and Share Transfer Agents (M/s. AarthiConsultants Private Limited).

9. As a measure of austerity, copies of the annual report will not be distributedat the Annual General Mee ng. Members are therefore, requested to bringtheir copies of the Annual Report to the Mee ng.

10. Members holding shares in the same name under different ledger folios arerequested to apply for Consolida on of such folios and send the relevantshare cer ficates to M/s. Aarthi Consultants Private Limited, Share TransferAgents of the Company for their doing the needful.

11. Members are requested to send their queries at least 10 days before the dateof mee ng so that informa on can be made available at the mee ng.

12. In respect of shares held in physical mode, all shareholders are requested toin mate changes, if any, in their registered address immediately to the registrarand share transfer agent of the company and correspond with them directlyregarding share transfer/transmission /transposi on, Demat / Remat, changeof address, issue of duplicate shares cer ficates, ECS and nomina on facility.

13. In terms of Sec on 72 of the Companies Act, 2013, a member of the companymay nominate a person on whom the shares held by him/her shall vest in theevent of his/her death. Members desirous of availing this facility may submitnomina on in prescribed Form-SH-13 to the company/RTA in case shares areheld in physical form, and to their respec ve depository par cipant, if held inelectronic form.

14. Electronic copy of the Annual Report for 2014-15 is being sent to all themembers whose email IDs are registered with the Company/DepositoryPar cipants(s) for communica on purposes unless any member has requestedfor a hard copy of the same. For members who have not registered theiremail address, physical copies of the Annual Report for 2014-2015 is beingsent in the permi ed mode.

15. The physical copies of the aforesaid documents will also be available at theCompany’s Registered Office for inspec on during normal business hours onworking days. Even a er registering for e-communica on, members areen tled to receive such communica on in physical form, upon making arequest for the same, by post free of cost. For any communica on, theshareholders may also send requests to the Company’s investor email [email protected].

16. Vo ng through electronic means

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In compliance with provisions of Sec on 108 of the Companies Act, 2013 andRule 20 of the Companies (Management and Administra on) Rules, 2014, theCompany is pleased to provide members facility to exercise their right to voteat the 31st Annual General Mee ng (AGM) by electronic means and thebusiness may be transacted through e-Vo ng Services provided by CentralDepository Services (India) Limited (CDSL).The instruc ons for e-vo ng are as under:

(A) In case of members receiving e-mail:(i) The vo ng period begins on 26.09.2015 at 9.00 A.M. and ends on 28.09.2015

at 5.00 P.M. During this period shareholders’ of the Company, holding shareseither in physical form or in dematerialized form, as on the cut-off date25.09.2015 may cast their vote electronically. The e-vo ng module shall bedisabled by CDSL for vo ng therea er.

(ii) The shareholders should log on to the e-vo ng website www.evo ngindia.com.(iii) Click on Shareholders.(iv) Now Enter your User IDa. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered

with the Company.(v) Next enter the Image Verifica on as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to

www.evo ngindia.com and voted on an earlier vo ng of any company, thenyour exis ng password is to be used.

(vii) If you are a first me user follow the steps given below:For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as physicalshareholders)

Members who have not updated their PAN with the Company/Depository Par cipant are requested to use the first two le ers of theirname and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number a er the first two characters of thename in CAPITAL le ers. Eg. If your name is Ramesh Kumar withsequence number 1 then enter RA00000001 in the PAN field.

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DOB Enter the Date of Birth as recorded in your demat account or in thecompany records for the said demat account or folio in dd/mm/yyyyformat.

Dividend Enter the Dividend Bank Details as recorded in your demat account orin the company records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. Ifthe details are not recorded with the depository or company pleaseenter the member id / folio number in the Dividend Bank details fieldas men oned in instruc on (iv).

(viii) A er entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Companyselec on screen. However, members holding shares in demat form will nowreach ‘Password Crea on’ menu wherein they are required to mandatorilyenter their login password in the new password field. Kindly note that thispassword is to be also used by the demat holders for vo ng for resolu ons ofany other company on which they are eligible to vote, provided that companyopts for e-vo ng through CDSL pla orm. It is strongly recommended not toshare your password with any other person and take utmost care to keepyour password confiden al.

(x) For Members holding shares in physical form, the details can be used only fore-vo ng on the resolu ons contained in this No ce.

(xi) Click on the EVSN for the relevant Indova on Technologies Limited on whichyou choose to vote.

(xii) On the vo ng page, you will see “RESOLUTION DESCRIPTION” and againstthe same the op on “YES/NO” for vo ng. Select the op on YES or NO asdesired. The op on YES implies that you assent to the Resolu on and op onNO implies that you dissent to the Resolu on.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the en reResolu on details.

(xiv) A er selec ng the resolu on you have decided to vote on, click on “SUBMIT”.A confirma on box will be displayed. If you wish to confirm your vote, clickon “OK”, else to change your vote, click on “CANCEL” and accordingly modifyyour vote.

(xv) Once you “CONFIRM” your vote on the resolu on, you will not be allowedto modify your vote.

BankDetails

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(xvi) You can also take out print of the vo ng done by you by clicking on “Clickhere to print” op on on the Vo ng page.

(xvii) If Demat account holder has forgo en the same password then Enter theUser ID and the image verifica on code and click on Forgot Password &enter the details as prompted by the system.

(II) In case of members receiving the Physical copy of No ce of AGM [formembers whose e-mail IDs are not registered with the company/ depositorypar cipant(s) or reques ng physical copy]:

(A) Please follow all steps from sl. no. (ii) to sl. no. (xvii) above, to cast vote.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) andCustodian are required to log on to www.evo ngindia.com and registerthemselves as Corporates.

• A scanned copy of the Registra on Form bearing the stamp and sign of theen ty should be emailed to helpdesk.evo [email protected].

• A er receiving the login details a compliance user should be created usingthe admin login and password. The Compliance user would be able to linkthe account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evo [email protected] andon approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolu on and Power of A orney (POA) whichthey have issued in favour of the Custodian, if any, should be uploaded in PDFformat in the system for the scru nizer to verify the same.

(xix) In case you have any queries or issues regarding e-vo ng, you may refer theFrequently Asked Ques ons (“FAQs”) and e-vo ng manual available atwww.evo ngindia.com, under help sec on or write an email tohelpdesk.evo [email protected].

(B) The vo ng period begins on 26.09.2015 at 9.00 A.M. and ends on 28.09.2015at 5.00 P.M. During this period shareholders’ of the Company, holding shareseither in physical form or in dematerialized form, as on 25.09.2015 may casttheir vote electronically. The e-vo ng module shall be disabled by CDSL forvo ng therea er. Once the vote on a resolu on is cast by the shareholder,the shareholder shall not be allowed to change it subsequently.

(C) In case you have any queries or issues regarding e-vo ng, you may refer theFrequently Asked Ques ons (“FAQs”) and e-vo ng manual available atwww.evo ngindia.com under help sec on or write an email tohelpdesk.evo [email protected].

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VI. The vo ng rights of shareholders shall be in propor on to their shares of thepaid up equity share capital of the Company as on the cut-off date (recorddate) of 25.09.2015.

VII. Mr. Vivek Surana, Prac cing Company Secretary, bearing C.P. Number 12901has been appointed as the Scru nizer to scru nize the e-vo ng process.

VIII The Scru nizer shall within a period not exceeding three (3) working daysfrom the conclusion of the e-vo ng period unblock the votes in the presenceof at least two (2) witnesses not in the employment of the Company andmake a Scru nizer’s Report of the votes cast in favour or against, if any,forthwith to the Chairman of the Company.

IX. The Results shall be declared on or a er the AGM of the Company. The Resultsdeclared along with the Scru nizer’s Report shall be placed on the Company’swebsite www.indova ontechnologies.com and on the website of CDSL withintwo(2) days of passing of the resolu ons at the AGM of the Company andcommunicated to the BSE Limited.

For and on behalf of the Board

For Indova on Technologies Limited

Sd/-


(DIN: 01311615)


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EXPLANATORY STATEMENT[Pursuant to Sec on 102 of the Companies Act, 2013]

Item No. 4 & 5:

Mr. G. Madhava Rao and Mr. N. Venkata Simhadri were appointed as an Addi onalDirector on 05.12.2014, in terms of Sec on 161 (1) of the Companies Act, 2013, inthe category of ‘Non-Execu ve Independent’ and are con nuing as ‘IndependentDirector’. In terms of the aforesaid sec on of the Companies Act, 2013, an Addi onalDirector shall hold office upto the date of the next Annual General Mee ng and beeligible for appointment to the office of a director at any General Mee ng in termsof Sec on 160 of the Companies Act, 2013. The Company has received a no cefrom a member under sec on 160 of the Companies Act 2013, along with requisitedeposit proposing the candidature of Mr. G. Madhava Rao and Mr. N. VenkataSimhadri for the office of director under the category of Independent Director.

In order to ensure compliance with the provisions of Sec ons 149 and 152 of theCompanies Act, 2013 read with Rules made thereunder and Schedule IV of theAct, it is proposed that approval of the shareholders be accorded for theappointment of Mr. G. Madhava Rao and Mr. N. Venkata Simhadri as ‘IndependentDirector’ for a term upto 28th December, 2019, and pass the resolu on set out atItem No. 4 and 5. The appointment of Mr. G. Madhava Rao and Mr. N. VenkataSimhadri is required to be in compliance with the provisions of Sec on 160 of theCompanies Act, 2013.

Mr. G. Madhava Rao and Mr. N. Venkata Simhadri have confirmed compliance withthe criteria of Independence as provided under Sec on 149 (6) of the Act. TheBoard is of the opinion that their con nued associa on with the Company wouldbe of benefit to the Company. Further, in the opinion of the Board Mr. G. MadhavaRao and Mr. N. Venkata Simhadri fulfils the condi ons specified in the CompaniesAct, 2013 and the Rules made thereunder, and he is independent of theManagement.

None of the Directors or Key Managerial Personnel of the Company, their rela vesand Independent Director, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri isconcerned or interested, financially or otherwise, in this Resolu on. The Boardrecommends the Ordinary Resolu on as set out at item no. 4 and 5 for approval ofthe Members.

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Item No. 8

The Company’s registered office is presently situated at Vishakhapatnam. TheCompany wants to a ract more business from Vijayawada market. With a view tohave be er coordina on, convenience and control over the company opera onsand also to carry on the business economically and efficiently, the Board of Directorsresolved that the registered office of the company is to be shi ed to Vijayawada, aplace outside the local limits of the town where the company’s registered office ispresently situated but which is within the same State, where it would be possiblefor the company to hold its annual general mee ngs more conveniently as all therequired facili es are available there.

The Board, therefore, recommends the proposed special resolu on to the membersof the company for their considera on and approval.

None of the directors of the company is concerned or interested in the proposedresolu on.

Item No. 9

The Ar cles of Associa on of the Company (“Ar cles”) as currently in force wasadopted pursuant to the provisions under the Companies Act, 1956. The CompaniesAct, 1956 has been superseded by the Companies Act, 2013. The references tospecific sec ons of the Companies Act, 1956 in the exis ng Ar cles of Associa onis hence to be amended to align the extant Ar cles with the provisions of theCompanies Act, 2013 and rules thereunder.

Salient aspects of the proposed amended Ar cles:

Under the proposed amended Ar cles, salient aspects of sec ons of Table-F ofSchedule I to the Companies Act, 2013 which sets out the model ar cles ofassocia on for a Company limited by shares have been adopted. As men oned inthe previous para, changes that are required to be carried out pursuant to theCompanies Act, 2013 and rules thereunder coming into force have been duly carriedout. A copy of the amended proposed Ar cles is enclosed to this No ce forconsidera on / approval of the Members.

The resolu on as set out in item no. 9 has been recommended by the Board ofDirectors for approval of the Members by special resolu on.

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The proposed new dra of Ar cles of Associa on is also available for inspec onby the Members at the Registered Office of the Company on any working dayexcluding public holidays and Sunday from the date here upto 29th September,2015.

None of the Directors or Key Managerial Personnel of the Company or theirrela ves are in any way are concerned or interested, financially or otherwise, inthe Special Resolu on set out at item No. 9 of the No ce.


Sd/-


(DIN: 01311615)


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DIRECTOR’S REPORT

To,The Members of Indova on Technologies Limited,

We have pleasure in presen ng the 31st Annual report together with Auditedaccounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRES: (Rs. in lakhs)

Par culars 2014-2015 2013-14

Gross Income 689.46 5.27

Profit Before Interest and Deprecia on 35.25 (21.74)

Finance Charges 0 0

Gross Profit 35.25 (21.74)

Provision for Deprecia on 22.45 8.21

Net Profit Before Tax 12.8 (15.81)

Provision for Tax 3.95 0

Net Profit A er Tax 8.84 (15.81)

Balance of Profit brought forward 8.84 (15.81)

Balance available for appropria on 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 8.84 (15.81)

During the year under review, the Company has recorded an income of Rs. 689.46lakhs and the profit of Rs. 12.80 lakhs as against the income of Rs. 5.27 lakhs andreported loss of Rs. (15.81) Lakhs in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affec ng financial posi on ofthe company between 31st March and the date of Board’s Report.

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3. CHANGE IN THE NATURE OF BUSINESS:

During the period under review and the date of Board’s Report there was nochange in the nature of Business.

4. DIVIDEND:

Your Directors express their inability to recommend any dividend for the financialyear 2014-15.

5. BOARD MEETINGS:

The Board of Directors met 6 mes during the year on 27.05.2014, 12.08.2014,14.11.2014, 05.12.2014, 13.02.2015 and 14.02.2015 in respect of which mee ngs,proper no ces were given and the proceedings were properly recorded and signedin the Minutes Book maintained for the purpose and the maximum gap betweenany two mee ngs was less than four months, as s pulated under Clause 49.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

a) During the year, Mr. G. Madhava Rao and Mr. N. Venkata Simhadri wereappointed as an Addi onal Directors. Now the Board proposes to appoint themas Independent Directors.

The Board of Directors of the Company has decided to adopt the provisions withrespect to appointment and tenure of Independent Directors which is consistentwith the Companies Act, 2013. In line with the requirements of the CompaniesAct, 2013, it is therefore proposed to appoint exis ng addi onal director in theindependent category, as Independent Director on the Board of the Companyfor a term up to five consecu ve years. A brief profile of proposed IndependentDirector, including nature of her exper se, is provided in this Annual Report.

No ce has been received from a Member proposing candidature of the Directorsnamely Mr. G. Madhava Rao and Mr. N. Venkata Simhadri for the office ofIndependent Director of the Company. In the opinion of the Board, they fulfillthe condi ons specified in the Companies Act, 2013 and the Rules made thereunder for appointment as Independent Directors of the Company.

b) Mr. N. Suryanarayana Raju, Mr. K. Chaitanya Varma and Mrs. N. Satyavathihave resigned from the post of Director w.e.f. 05.12.2014.

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c) Mr. N. Sanyasi Raju has resigned from the post of Director w.e.f. 13.02.2015.

d) Ms. Navneet Kaur Virk is appointed as a Whole Time Director with effect from30.06.2015 and the same is proposed for approval of the members.

e) Mr. Y. Sravan Kumar is appointed as Chief Financial Officer of the company witheffect from 30.06.2015

Details of re-appointment /appointment of the director:

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POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomina on & Remunera onCommi ee for iden fying persons who are qualified to become Directorsand to determine the independence of Directors, in case of their appointmentas independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomina on and Remunera on Commi ee means the commi eecons tuted in accordance with the provisions of Sec on 178 of theCompanies Act, 2013 and clause 49 of the Equity Lis ng Agreement.

2.3 “Independent Director” means a director referred to in sub-sec on (6) ofSec on 149 of the Companies Act, 2013 and Clause 49(II)(B) of the EquityLis ng Agreement.

3. Policy:Qualifica ons and criteria

3.1.1 The Nomina on and Remunera on Commi ee, and the Board, shall reviewon annual basis, appropriate skills, knowledge and experience required ofthe Board as a whole and its individual members. The objec ve is to have aboard with diverse background and experience that are relevant for theCompany’s opera ons.

3.1.2 In evalua ng the suitability of individual Board member the NR Commi eemay take into account factors, such as: General understanding of the company’s business dynamics, global business

and social perspec ve; Educa onal and professional background Standing in the profession; Personal and professional ethics, integrity and values; Willingness to devote sufficient me and energy in carrying out their du es

and responsibili es effec vely.

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3.1.3 The proposed appointee shall also fulfill the following requirements: shall possess a Director Iden fica on Number; shall not be disqualified under the companies Act, 2013; shall Endeavour to a end all Board Mee ng and Wherever he is appointed

as a Commi ee Member, the Commi ee Mee ng; shall abide by the code of Conduct established by the company for Directors

and senior Management personnel; shall disclose his concern or interest in any company or companies or bodies

corporate, firms, or other associa on of individuals including his shareholdingat the first mee ng of the Board in every financial year and therea erwhenever there is a change in the disclosures already made;

Such other requirements as any be prescribed, from me to me, under thecompanies Act, 2013, Equity lis ng Agreements and other relevant laws.

3.1.4 The Nomina on & Remunera on Commi ee shall evaluate each individualwith the objec ve of having a group that best enables the success of thecompany’s business.

3.2 criteria of independence

3.2.1 The Nomina on & Remunera on Commi ee shall assess the independenceof Directors at me of appointment/ re-appointment and the Board shallassess the same annually. The Board shall re-assess determina ons ofindependence when any new interest or rela onships are disclosed by aDirector.

3.2.2 The criteria of independence shall be in accordance with the guidelines aslaid down in companies Act, 2013 and Clause 49 of the Equity Lis ngAgreement.

An independent director in rela on to a company, means a director otherthan a managing director or a whole- me director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possessesrelevant exper se and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiaryor associate company;

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(ii) Who is not related to promoters or directors of the company its holding,subsidiary or associate company

c. Who has or had no pecuniary rela onship with the company, its holding,subsidiary or associate company, or their promoters, or director, during thetwo immediately preceding financial year or during the current financial year;

d. None of whose rela ve has or had pecuniary rela onship or transac on withthe company, its holding, subsidiary or associate company, or their promoters,or directors, amoun ng to two per cent or more of its gross turnover ortotal income or fi y lakh rupees or such higher amount as may be prescribed,whichever is lower, during the two immediately preceding financial year orduring the current finance year;

e. Who, neither himself nor any of his rela ve-

(i) Holds or has held the posi on of a key managerial personnel or is or hasbeen employee of the or associate company in any of the three finance yearsimmediately preceding the finance year in which he is proposed to beappointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the threefinance year immediately preceding the finance year in which he is proposedto be appointed of-

(A) a firm of auditors or company secretaries in prac ce or cost auditors of thecompany or its holding, subsidiary or associate company; or

(B) any legal or a consul ng firm that has or had any transac on with thecompany, its holding subsidiary or associate company amoun ng to ten percent or more of the gross turnover of more of the gross turnover of suchfirm;

(iii) holds together with his rela ves two per cent or more of the total vo ngpower of the company; or

(iv) is a chief Execu ve or director, by whatever name called, of any non-profitorganiza on that receives twenty-five per cent or more of its receipt fromthe company any of its promoters , directors or its holding subsidiary or

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associate company or that holds two per cent or more of the total vo ngpower of the company; or

(v) is a material supplier, service provider or customer or a lesser or lessee ofthe company.

f. Shall possess appropriate skills experience and knowledge in one or morefield of finance , law management, sales, marke ng administra on, research,corporate governance, technical opera ons, corporate social responsibilityor this disciplines related to the company’s business.

g. Shall possess such other qualifica ons as may be prescribed from me tome, under the companies Act, 2013.

h. Who is not less than 21 years of age

3.2.3 The independent Director shall abide by the “code for independent Directors“as specified in Schedule IV to the companies A ct, 2013.

3.3 other directorships/ commi ee memberships

3.3.1 The Board members are expected to have adequate me and exper se andexperience to contribute to effec ve Board performance Accordingly,members should voluntarily limit their directorships in other listed publiclimited companies in such a way that it does not interfere with their role asdirector of the company. The NR Commi ee shall take into account the natureof, and the me involved in a director service on other Boards, in evalua ngthe suitability of the individual Director and making its recommenda ons tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of whichnot more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as awhole- me Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 commi ee or act aschairman of more than 5 commi ee across all companies in which he holdsdirectorships.

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For the purpose of considering the limit of the commi ee, Audit commi eeand stakeholder’s rela onship commi ee of all public limited companies,whether listed or not, shall be included and all other companies includingprivate limited companies, foreign companies and companies under sec on8 of the companies Act, 2013 shall be excluded.

Remunera on policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomina on andRemunera on commi ee for recommending to the Board the remunera onof the directors, key managerial personnel and other employees of thecompany.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a director appointed to the Board of the company.

2.2 “key managerial personnel” means(i) The Chief Execu ve Officer or the managing director or the manager;(ii) The Company Secretary;(iii) The Whole- me Director;(iv) The Chief Finance Officer; and(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomina on and Remunera on commi ee” means the commi eecons tuted by Board in accordance with the provisions of sec on 178 of thecompanies Act, 2013 and clause 49 of the Equity Lis ng Agreement.

3. Policy:

3.1 Remunera on to Execu ve Director and key managerial personnel3.1.1 The Board on the recommenda on of the Nomina on and Remunera on

(NR) commi ee shall review and approve the remunera on payable to theExecu ve Director of the company within the overall approved by theshareholders.

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3.1.2 The Board on the recommenda on of the NR commi ee shall also reviewand approve the remunera on payable to the key managerial personnel ofthe company.

3.1.3 The remunera on structure to the Execu ve Director and key managerialpersonnel shall include the following components:

(i) Basic pay(ii) Perquisites and Allowances(iii) Stock Op ons(iv) Commission (Applicable in case of Execu ve Directors)(v) Retrial benefits(vi) Annual performance Bonus

3.1.4 The Annual plan and Objec ves for Execu ve commi ee shall be reviewedby the NR commi ee and Annual performance bonus will be approved bythe commi ee based on the achievement against the Annual plan andObjec ves.

3.2 Remunera on to Non – Execu ve Directors

3.2.1 The Board, on the recommenda on of the NR Commi ee, shall review andapprove the remunera on payable to the Non – Execu ve Directors of theCompany within the overall limits approved by the shareholders as per theprovisions of the Companies Act.

3.2.2 Non – Execu ve Directors shall be en tled to si ng fees a ending themee ngs of the Board and the Commi ees thereof. The Non- Execu veDirectors shall also be en tled to profit related commission in addi on tothe si ng fees.

3.3. Remunera on to other employees

3.3.1.Employees shall be assigned grades according to their qualifica ons and workexperience, competencies as well as their roles and responsibili es in theorganiza on. Individual remunera on shall be determined within theappropriate grade and shall be based on various factors such as job profileskill sets, seniority, experience and prevailing remunera on levels forequivalent jobs.

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7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received necessary declara on from Mr. Chanakya Bellam,Mr. G. Madhava Rao and Mr. N. Venkata Simhadri, Independent Directors ofthe Company under Sec on 149(7) of the Companies Act, 2013 that they asIndependent Directors of the Company meet with the criteria of theirIndependence laid down in Sec on 149(6).(Format Annexure II)

8. COMPOSITION OF AUDIT COMMITTEE:Audit Commi ee:

I) The Audit Commi ee of the Company is cons tuted in line with the provisionsof Clause 49 of the Lis ng Agreements with the Stock Exchanges read withSec on 177 of the Companies Act, 2013.

II) The terms of reference of the Audit Commi ee include a review of thefollowing:

Overview of the Company’s financial repor ng process and disclosure of itsfinancial informa on to ensure that the financial statements reflect a trueand fair posi on and that sufficient and credible informa on is disclosed.

Recommending the appointment and removal of external auditors, fixa onof audit fee and also approval for payment for any other services.

Discussion with external auditors before the audit commences, of the natureand scope of audit as well as post-audit discussion to ascertain any area ofconcern.

Reviewing the financial statements and dra audit report including quarterly/ half yearly financial informa on.

Reviewing with management the annual financial statements beforesubmission to the Board, focusing on:

1. Any changes in accoun ng policies and prac ces;

2. Qualifica on in dra audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accoun ng standards;

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6. Compliance with stock exchange and legal requirements concerning financialstatements and

7. Any related party transac ons

Reviewing the company’s financial and risk management’s policies.

Disclosure of con ngent liabili es.

Reviewing with management, external and internal auditors, the adequacyof internal control systems.

Reviewing the adequacy of internal audit func on, including the auditcharacter, the structure of the internal audit department, approval of theaudit plan and its execu on, staffing and seniority of the official heading thedepartment, repor ng structure, coverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-upthereon.

Reviewing the findings of any internal inves ga ons by the internal auditorsinto the ma ers where there is suspected fraud or irregularity or a failure ofinternal control systems of a material nature and repor ng the ma er tothe Board.

Looking into the reasons for substan al defaults in payments to thedepositors, debenture holders, shareholders (in case of non-payment ofdeclared dividends) and creditors.

Reviewing compliances as regards the Company’s Whistle Blower Policy.

III) The previous Annual General Mee ng of the Company was held on30.09.2014 and Chairman of the Audit Commi ee, a ended previous AGM.

IV) The composi on of the Audit Commi ee and the a endance of each memberof the Audit Commi ee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) ofthe Lis ng Agreement rela ng to the composi on of the Audit Commi ee.During the financial year 2014-2015, (4) four mee ngs of the Audit Commi eewere held on the 27.05.2014, 12.08.2014, 14.11.2014 and 14.02.2015.

The details of the composi on of the Commi ee and a endance of themembers at the mee ngs are given below:

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* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015@Appointed as Director w.e.f. 05.12.2014

NED (I): Non Execu ve Independent Director

NOMINATION & REMUNERATION COMMITTEE:

The details of composi on of the Commi ee are given below:


Terms of reference:

The main term of reference of the Commi ee is to approve the fixa on/revisionof remunera on of the Managing Director/Whole Time Director of the Companyand while approving:

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To take into account the financial posi on of the Company, trend in theindustry, appointee’s qualifica on, experience, past performance, pastremunera on etc.

To bring out objec vity in determining the remunera on package while strikinga balance between the interest of the Company and the Shareholders.

Remunera on Policy:

The objec ves of the remunera on policy are to mo vate Directors to excelin their performance, recognize their contribu on and retain talent in theorganiza on and reward merit.

The remunera on levels are governed by industry pa ern, qualifica onsand experience of the Directors, responsibili es shouldered, individualperformance etc.

No remunera on has been paid to any of the Directors of the Company.

STAKEHOLDER RELATIONSHIP COMMITTEE (SHAREHOLDERS/INVESTORGRIEVANCE AND SHARE TRANSFER COMMITTEE):

A. Composi on:

The Details of composi on of the Commi ee are given below:

* Mrs. N. Satyavathi has resigned w.e.f. 05.12.2014* Mr. N. Raju Sanyasi has resigned w.e.f. 13.02.2015@Appointed as Director w.e.f. 05.12.2014


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B. Powers:

The Commi ee has been delegated with the following powers:

to redress shareholder and investor complaints rela ng to transfer of shares,Dematerializa on of Shares, non-receipt of Annual Reports, non-receipt ofdeclared dividend and other allied complaints.

to approve, transfer, transmission, and issue of duplicate / fresh sharecer ficate(s)

Consolidate and sub-division of share cer ficates etc.

To redress, approve and dispose off any, other complaints, transac ons andrequests etc., received from any shareholder of the company and investor ingeneral.

The Board has delegated the power to process the transfer and transmissionof shares to the Registrar and Share Transfer Agents, who process sharetransfers within a week of lodgment in the case of shares held in physicalform.

RISK MANAGEMENT COMMITTEE

A. Composi on:The Details of composi on of the Commi ee are given below:

NED (I) : Non Execu ve Independent Director

Role and Responsibili es of the Commi ee includes the following:

Framing of Risk Management Plan and Policy

Overseeing implementa on of Risk Management Plan and Policy

Monitoring of Risk Management Plan and Policy

Valida ng the process of risk management

Valida ng the procedure for Risk minimiza on.

Periodically reviewing and evalua ng the Risk Management Policy andprac ces with respect to risk assessment and risk management processes.

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Con nually obtaining reasonable assurance from management that allknown and emerging risks have been iden fied and mi gated or managed.

9. VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directorsand employees to report genuine concerns pursuant to the provisions ofsec on 177(9) & (10) of the Companies Act, 2013. The same has been placedon the website of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec. 134(5) of the Companies Act, 2013 theBoard of Directors hereby confirms that:

a. In the prepara on of the Annual Accounts, the applicable accoun ng standardshave been followed along with proper explana on rela ng to materialdepartures;

b. The Directors have selected such accoun ng policies and applied themconsistently and made judgment and es mates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Companyat the end of the financial year and of the profit and loss of the Company forthat period;

c. The Directors have taken proper and sufficient care for the maintenance ofadequate accoun ng records in accordance with the provisions of theCompanies Act, 2013 for safeguarding the Assets of the Company and forpreven ng and detec ng fraud and other irregulari es;

d. The Directors have prepared the Annual accounts on a going concern basis.

e. The Directors of the Company had laid down internal financial controls andsuch internal financial controls are adequate and were opera ng effec vely.

f. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate andopera ng effec vely.

11. STATUTORY COMPLIANCE:

The Company has complied with the required provisions rela ng to statutorycompliance with regard to the affairs of the Company in all respects.

12. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIALPOSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary.

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13. EXTRACT OF ANNUAL RETURN:

As required pursuant to sec on 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administra on) Rules, 2014, anextract of annual return in MGT 9 as a part of this Annual Report (FORMAT INANNEXURE I)

14. AUDITORS:

M/s. Hanumaiah & Co., Statutory Auditors of the company re res at theensuing annual general mee ng and is eligible for reappointment. As requiredunder the provisions of Sec on 139 of the Companies Act, 2013, the Companyhas received a wri en consent from the auditors to their re-appointmentand a cer ficate to the effect that their re-appointment, if made, would be inaccordance with the Companies Act, 2013 and the rules framed there underand that they have sa sfied the criteria provided in Sec on 141 of theCompanies Act, 2013.

The Board recommends the re-appointment of M/s. Hanumaiah & Co., as thestatutory auditors of the Company from the conclusion of this Annual Generalmee ng ll the conclusion of the next Annual General Mee ng.

15. INTERNAL AUDIT:

The company has appointed Internal Auditors as on 30.06.2015 for the financialyear 2015-16.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Sec on 134(3)(f) & Sec on 204 of the CompaniesAct, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates,Prac sing Company Secretaries is annexed to this Report as annexure.

17. AUDIT REPORTS:

The Board has duly reviewed the Statutory Auditor’s Report on the Accountsfor the year ended March 31, 2015 and has noted that the same does nothave any reserva on, qualifica on or adverse remarks. However, the Boarddecided to further strengthen the exis ng system and procedures to meet allkinds of challenges associated with the business.

The Board has duly reviewed the Secretarial Audit Report on the Compliancesaccording to the provisions of sec on 204 of the Companies Act 2013, andnoted that there is no company secretary appointed during the year in thecompany but the company is taking necessary measures to appoint at theearliest.

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18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNINGS AND OUT GO:

The required informa on as per Sec. 134 (3) (m) of the Companies Act 2013 isprovided hereunder:

A. Conserva on of Energy

Your company’s opera ons are not energy intensive. Adequate measures havebeen taken to conserve energy wherever possible by using energy efficientcomputers and purchase of energy efficient equipment.

B. Technology Absorp on

1. Research and Development (R&D) : Nil

2. Technology absorp on, adop on and innova on : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

19. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning ofSec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) ofCompanies (Accounts) Rules 2014, during the financial year under review.

20. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orderspassed by the regulators or Courts or Tribunals impac ng the going concernstatus and the company’s opera ons in future.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across itsvarious loca ons, commensurate with its size and opera ons. The organiza onis adequately staffed with qualified and experienced personnel forimplemen ng and monitoring the internal control environment. The internalaudit func on is adequately resourced commensurate with the opera ons ofthe Company and reports to the Audit Commi ee of the Board.

22. INSURANCE:

The proper es and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans.

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24. CREDIT & GUARANTEE FACILITIES:

The Company has not availing any facili es of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The Risk Management Commi ee cons tute for the purpose will ensure allrequired measures shall be in place for be er compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company does not have the net worth of Rs. 500 crore or more, orturnover of Rs. 1000 crore or more, or a net profit of Rs. 5 crore or moreduring the financial year, sec on 135 of the Companies Act, 2013 rela ng toCorporate Social Responsibility is not applicable and accordingly the Companyneed not adopt any Corporate Social Responsibility Policy.

27. RELATED PARTY TRANSACTIONS:

There are no related party transac ons in the financial year 2014-15.

28. FORMAL ANNUAL EVALUATION:

As per sec on 149 of the Companies Act, 2013 read with clause VII (1) of theschedule IV and rules made thereunder, the independent directors of thecompany had a mee ng on 30.03.2015 without a endance of non-independent directors and members of management. In the mee ng thefollowing issues were taken up:

(a) Review of the performance of non-independent directors and the Board as awhole;

(b) Review of the performance of the Chairperson of the company, taking intoaccount the views of execu ve directors and non-execu ve directors;

(c) Assessing the quality, quan ty and meliness of flow of informa on betweenthe company management and the Board that is necessary for the Board toeffec vely and reasonably perform their du es.

The mee ng also reviewed and evaluated the performance of non-independentdirectors.

The mee ng also reviewed and evaluated the performance the Board as wholein terms of the following aspects:

Preparedness for Board/Commi ee mee ngs

A endance at the Board/Commi ee mee ngs

Guidance on corporate strategy, risk policy, corporate performance andoverseeing acquisi ons and disinvestments.

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Monitoring the effec veness of the company’s governance prac ces

Ensuring a transparent board nomina on process with the diversity ofexperience, knowledge, perspec ve in the Board.

Ensuring the integrity of the company’s accoun ng and financial repor ngsystems, including the independent audit, and that appropriate systems ofcontrol are in place, in par cular, systems for financial and opera onal controland compliance with the law and relevant standards.

It was noted that the Board Mee ngs have been conducted with the issuanceof proper no ce and circula on of the agenda of the mee ng with the relevantnotes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under sec on 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) ofthe Companies(Appointment & Remunera on) Rules, 2014, no remunera onhas been paid to any of the Directors of the Company.

31. LISTING WITH STOCK EXCHANGES:

The Company is listed with BSE Ltd. and the Company confirms that it haspaid the Annual Lis ng Fees where the Company’s Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Networth of the Company is less than Rs. 25 Crores, Corporate Governance isNot Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWSGOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industrybased disclosures is not required.

34. SECRETARIAL STANDARDS:

EVENT BASED DISCLOSURES:

1. Issue of sweat equity share: NA

2. Issue of shares with differen al rights: NA

3. Issue of shares under employees stock op on scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA

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5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferen al Issue: NA

35. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere apprecia on of thecontribu on by the staff at all levels in the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month orRs.60,00,000/- and above in aggregate per annum, the limits prescribed underSec on 134 of the Companies Act, 2013.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an An Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at workplace (Preven on,Prohibi on and Redressal) Act, 2013. Internal Complaint Commi ee (ICC)has been set up to redress complaints received regarding sexual harassment.All employees are covered under this policy.

The following is the summary of sexual harassment complaints received anddisposed during the calendar year.

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

37. ACKNOWLEDGEMENTS:

Your Directors also wish to place on record their apprecia on of businesscons tuents, banks and other financial ins tu ons and shareholders of theCompany like SEBI, BSE, NSDL, CDSL etc. for their con nued support for thegrowth of the Company.


Sd/- Sd/-

Place: Vishakhapatnam Navneet Kaur Virk PVV Satyanarayana

Date: 27.08.2015 Whole Time Director Director

(DIN: 03403617) (DIN: 01311615)

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DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIORMANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P V V Satyanarayna, Director of the Company do hereby declare that the directorsand senior management of the Company have exercised their authority and powersand discharged their du es and func ons in accordance with the requirements ofthe code of conduct as prescribed by the company and have adhered to theprovisions of the same.

For and on behalf of the Board

For Indova on Technologies Limited

Sd/-


(DIN: 01311615)


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ANNEXURE INDEX

Annexure number Details of annexureI Annual Return Extracts in MGT 9II Format of declaration by Independent Director

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MGT 9Extract of Annual Return

as on the Financial Year 31.03.2015[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1)

of the Companies (Management and Administration) Rules, 2014]

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ANNEXURE II

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of DirectorsM/s Indovation Technologies Limited

Dear Sir,

I undertake to comply with the conditions laid down in Sub-clause ofClause 49 read with section 149 and Schedule IV of the CompaniesAct, 2013 in relation to conditions of independence and in particular:

(a) I declare that upto the date of this certicate, apart from receivingdirector’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, its directors,senior management or its holding Company, its subsidiary andassociates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declarethat I will not enter into any such relationship/transactions. However, ifand when I intend to enter into such relationships/transactions, whethermaterial or non-material I shall keep prior approval of the Board. I agreethat I shall cease to be an independent director from the date of enteringinto such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupyingmanagement positions at the Board level or at one level below theboard and also have not been executive of the Company in theimmediately preceding three nancial years.

(c) I was not a partner or an executive or was also not partner or executiveduring the preceding three years, of any of the following:

(i) the statutory audit rm or the internal audit rm that is associated withthe Company and

(ii) the legal rm(s) and consulting rm(s) that have a material associationwith the company

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(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence ofthe director, and was not a substantial shareholder of the Companyi.e., owning two percent or more of the block of voting shares.

Thanking You,Yours Faithfully,

Date: 12.08.2014 Chanakya BellamPlace: Hyderabad (Independent director)

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Dear Sir,


(a) I declare that upto the date of this certicate, apart from receivingdirector’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, its directors,senior management or its holding Company, its subsidiary andassociates as named in the Annexure thereto which may affect myindependence as director on the Board of the Company. I further declarethat I will not enter into any such relationship/transactions. However, ifand when I intend to enter into such relationships/transactions, whethermaterial or non-material I shall keep prior approval of the Board. I agreethat I shall cease to be an independent director from the date of enteringinto such relationship/transaction.





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(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence ofthe director, and was not a substantial shareholder of the Companyi.e., owning two percent or more of the block of voting shares.

Thanking You.Yours Faithfully,

Date: 05.12.2014 G. Madhava RaoPlace: Hyderabad (Independent director)

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Dear Sir,


(a) I declare that upto the date of this certicate, apart from receivingdirector’s remuneration, I did not have any material pecuniaryrelationship or transactions with the Company, its promoter, itsdirectors, senior management or its holding Company, its subsidiaryand associates as named in the Annexure thereto which may affectmy independence as director on the Board of the Company. I furtherdeclare that I will not enter into any such relationship/transactions.However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep priorapproval of the Board. I agree that I shall cease to be an independentdirector from the date of entering into such relationship/transaction.





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(d) I have not been a material suppliers, service provider or customer orlessor or lessee of the company, which may affect independence of thedirector, and was not a substantial shareholder of the Company i.e.,owning two percent or more of the block of voting shares.

Thanking You.Yours Faithfully,

Date: 05.12.2014 N. Venkata SimhadriPlace: Hyderabad (Independent director)

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FORM MR-3SECRETARIAL AUDIT REPORT

(Pursuant to section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

ToThe Members ofM/s. Indovation Technologies Limited

We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by M/s. Indovation Technologies Limited (hereinafter called “the Company”).Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on our verication of the Company’s Books, Papers, Minute Books,Forms and Returns led and other Records maintained by the Companyand also the information provided by the Company, its ofcers, agents andauthorized representatives during the conduct of secretarial audit, we herebyreport that in our opinion, the company has, during the nancial yearcommencing from 1st April, 2014 and ended 31st March, 2015, compliedwith the statutory provisions listed hereunder and also that the Companyhas proper Board process and compliance mechanism in place to the extent,in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returnsled and other records maintained by M/s. Indovation TechnologiesLimited (“The Company”) for the nancial year ended on 31st March,2015, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under forspecied sections notied and came in to effect from 12th September,2013 and sections and Rules notied and came in to effect from 1st

April, 2014;

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ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rulesmade there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framedthere under.

iv. Foreign Exchange Management Act, 1999 and the Rules andRegulations made there under to the extent of Foreign Direct Investment(FDI) and Overseas Direct Investment and External CommercialBorrowings;

v. The Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

2. Provisions of the following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act, 1992 (SEBIAct) were not applicable to the Company under the nancial year underreport:

i. The Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations, 2011 except yearly and eventbased disclosures.

ii. The Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations, 2009;

iii. The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations, 2009;

iv. The Securities and Exchange Board of India (Buyback of Securities)Regulations, 1998;

v. The Securities and Exchange Board of India (Registrars to an issueand Share Transfer Agents) Regulations, 1993, regarding theCompanies Act and dealing with client;

vi. The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008

vii. The Securities and Exchange Board of India (Employee Stock OptionScheme and Employee Stock Purchase Scheme) Guidelines, 1999;

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3. We have also examined compliance with the applicable clauses ofthe following:

i. Secretarial Standards issued by the Institute of Company secretariesof India under the provisions of Companies Act, 1956 and

ii. The Listing Agreements entered into by the Company with BSELimited;

4. During the nancial year under report, the Company has compliedwith the provisions of the New Companies Act, 2013, Old CompaniesAct, 1956 to the extent applicable and the Rules, Regulations,Guidelines, Standards, etc., mentioned above subject to the followingobservations;

OBSERVATIONS:

a. As per the information and explanations provided by the Company,its ofcers, agents and authorized representatives during the conductof secretarial audit, we report that

i. the provisions of the Foreign Exchange Management Act, 1999 andthe Rules and Regulations made there under to the extent of:

• External Commercial Borrowings were not attracted to the Companyunder the nancial year under report,

• Foreign Direct Investment (FDI) was not attracted to the companyunder the nancial year under report, and

• Overseas Direct Investment by Residents in Joint Venture/WhollyOwned Subsidiary abroad was not attracted to the company underthe nancial year under report.

ii. As per the information and explanations provided by the company, itsofcers, agents and authorized representatives during the conduct ofSecretarial Audit, we report that the Company has not made any GDRs/ADRs or any Commercial Instrument under the nancial year underreport.

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b. The Board of Directors of the Company is duly constituted with properbalance of Executive Directors, Non-Executive Directors andIndependent Directors. The changes in the composition of the Boardof Directors that took place during the period under review were carriedout in compliance with the provisions of the Act.

c. We further report that the company has not appointed Chief Financialofcer, Company Secretary and Internal Auditor for the year 2014-15.

d. The company has led the requisite Forms and returns with Registrarof Companies as and when required however delay was observed inling certain forms with ROC.

For S.S. Reddy & Associates

Place: Hyderabad S. Sarveswara ReddyDate: 27.08.2015 Practicing Company Secretaries

C.P.No: 7478

Annexure A

ToThe Members ofM/s. Indovation Technologies Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of themanagement of the company. Our responsibility is to express anopinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as wereappropriate to obtain reasonable assurance about the correctnessof the secretarial records. The verication was done on test basisto ensure that correct facts are reected in secretarial records. Webelieve that the processes and practices, we followed provide areasonable basis for our opinion.

3. Where ever required, we have obtained the Managementrepresentation about the compliance of laws, rules and regulationsand happening of events etc.

4. The compliance of provisions of Corporate and other applicablelaws, rules, regulations, standards is the responsibility ofmanagement. Our examination was limited to the verication ofprocedures on test basis.

5. The secretarial Audit report is neither an assurance as to futureviability of the company nor of the efcacy or effectiveness withwhich the management has conducted the affairs of the company.

For S.S. Reddy & Associates

Place: Hyderabad S. Sarveswara ReddyDate: 27.08.2015 Practicing Company Secretaries

C.P.No: 7478

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PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31.03.2015

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Vijayawada


SCHEDULES FORMING PART OFPROVISIONAL BALANCE SHEET AS AT 31.03.2015

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C O U R I E RAnnual Report

If Undelivered, please return toINDOVATION TECHNOLOGIES LIMITEDD.No:50-63-03, Gayatri Nilayam 1st Floor,Rajendra Nagar, Seethammapeta,Vishakhapatnam, Andhra Pradesh- 530016.

Documents

INDOVATION TECHNOLOGIES LIMITEDTo consider and if thought ﬁt, to pass, with or without modiﬁca on(s) the following resolu on as an Ordinary Resolu on: “RESOLVED THAT pursuant