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Directors Report of IndiaNivesh Ltd.

Mar 31, 2015

Dear Shareholders,

The behalf of the Board of Directors, it is our pleasure to present the Annual Report together with the Audited Statement of Accounts of IndiaNivesh Limited ("the Company") and its subsidiaries for the year ended March 31, 2015.

Financial Performance

The summarized standalone and consolidated results of your Company are given in the table below:

Financial Year ended Standalone Consolidated

31/03/2015 31/03/2014 31/03/2015 31/03/2014

Total Income 345.75 182.87 7164.51 7520.63

Profit/(loss) before Interest, Depreciation & Tax (EBITDA) 304.43 143.29 3617.75 1038.01

Finance Charges 63.19 59.36 926.63 552.84

Depreciation 2.65 1.37 244.73 142.38

Provision for Income Tax (including for earlier years) 77.06 16.96 567.39 135.62

Net Profit/(Loss) after Tax 161.53 65.59 1879.00 207.17

Profit/(Loss) brought forward from previous year 946.88 938.58 2079.00 1548.18

Less:- Profit / (Loss) attributable to minority interest - - - (16.01)

Profit/(Loss) carried to Balance Sheet 1108.42 1004.17 3958.00 1755.35

From this, the Directors have transferred to:

Statutory Reserve 32.30 13.12 32.30 13.12

General Reserve - - - -

Capital Redemption Reserve - - - -

(i) The Directors recommend payment of Dividend at the rate of Re.0.02 per equity share (previous year Re. 0.10 per equity share) on 3,77,50,000 equity shares (previous year 3,77,50,000 equity shares) of Re.1/- each which will absorb 7.55 37.75 20.48 20.48

Tax on proposed Dividend 1.55 6.42 1.55 6.42

Leaving a balance to be carried forward 1067.02 946.88 3890.48 1710.30

*previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year under review, the Company earned a total income of Rs.3,45,75,048/- as compared to Rs.1,82,87,350/- in the previous year. For the F.Y. 2014-15, your Company's profit after tax stood at Rs.1,61,53,236/- vis-a-vis Rs.65,59,373/- in the previous year.

Business Overview/State of the Company's affairs

The Company is registered with Reserve Bank of India as a Non-Banking Finance Company (NBFC). It is primarily a Holding Company, holding investments in its subsidiaries and other group Companies. The activities of the Company comprises of Acquisition and Management of Stressed Assets, Investment in shares and securities, quoted as well as unquoted, Inter-Corporate Deposits, Short Term Financing and Bridge Loans etc.

Information on Material Changes and Commitments

There are no material changes or commitments affecting the financial position which have occurred between March 31, 2015 and September 3, 2015, being the date of this Report.

However, during the period under review, one of its wholly owned subsidiary, IndiaNivesh Securities Private Limited has been converted from Private Limited to Public Limited Company vide Fresh Certificate of Incorporation consequent upon conversion to public limited company received from Ministry of Corporate Affairs on June 23, 2015.

Also, IndiaNivesh Investment Advisors Private Limited has been converted into LLP vide Certificate of Registration on conversion received from Ministry of Corporate Affairs on August 12, 2015.

Reserves

As per NBFC Guidelines, the Company proposes to transfer 20% of Net Profit after Taxation which amounts to Rs.32,30,647/- out of the amount available for appropriations.

Dividend

Your Directors are pleased to recommend, for the approval of the Members a Final Dividend of 2% i.e. Rs.0.02 per share on 3,77,50,000 equity shares of Re.1/- each of the Company for the financial year 2014- 2015. The Final Dividend, if declared as above, would involve an outflow of Rs.7,55,000/- towards dividend and Rs.1,54,584/- towards dividend distribution tax resulting in total outflow of Rs.9,09,584/-

Management Discussion and Analysis

As required under Clause 49 of the Listing Agreement entered into with the Stock Exchange, Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company forms part of the Annual Report.

Share Capital / Finance

As on March 31, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.3,77,50,000/- comprising 3,77,50,000 Equity shares of Re.1/- each. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2015, none of the Directors of the Company hold shares of the Company.

Consolidated Accounts

The Consolidated Financial Statement of your Company for the financial year 2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standard and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

Internal financial controls

The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls commensurate with the size and nature of business of the Company.

Directors and Key Managerial Personnel

a) Retire by Rotation

Mr. Rajesh Nuwal, Managing Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommends Mr. Rajesh Nuwal for re-appointment.

b) Appointment of Additional Directors (Independent/Non-Independent)

The Board of Director's in its Meeting held on March 27, 2015 has appointed Mrs. Sona Hadkar, as an Additional Director in the category of Woman Director w.e.f March 27, 2015, who holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director of the Company. We seek your confirmation for appointment of Mrs. Sona Hadkar as Director of the Company. The Notice under Section 160 of the Companies Act, 2013 has been received from a Member proposing her candidature for the office of Director.

With the induction of Mrs. Sona Hadkar on the Board of the Company, the Company has complied with the regulatory requirement of appointing at least one Woman Director on the Board.

Mr. Jimmy Anklesaria was appointed as Additional Director in the category of Independent Director on the Board of the Company w.e.f May 8, 2015 who holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director of the Company. We seek your confirmation for appointment of Mr. Anklesaria as an Independent Director for a term of five consecutive years from the date of the ensuing Annual General Meeting till the conclusion of 89th Annual General Meeting to be held in the calendar year 2020.

c) Cessation

During the year under review, Mr. J.K. Sethi, Independent Director & Mr. Sandeep Jain, Non- Executive Director of the Company had resigned from the Board w.e.f May 8, 2015 & September 3, 2015 respectively due to their other pre-occupations.

Also, the Office of Mr. David Kallus, (Non-Executive Independent Director) has been vacated with immediate effect by virtue of the provisions of Section 167(1)(b) of the Companies Act, 2013.

The Board placed on record its appreciation for the valuable contributions made by Mr. Sethi, Mr. Jain & Mr. Kallus during their tenure as Directors of the Company.

Familiarisation Programme for Independent Directors

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company

The details of programme for familiarization of Independent Directors with the Company are disc losed on the web sit e of the Com pany under the w eb link http://www.indianivesh.in/InvestorRelation/RegAndTransfer.aspx?id=9

Details of Board meetings

Eight (8) meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance.

Directors' Responsibility Statement

Pursuant to Section 134(3) (C) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected 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 as at March 31, 2015 and profit of the Company for the year ended on that date;

(c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company, confirming that, they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Nomination and Remuneration Policy

The Board of the Directors has framed the policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure I.

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 Board of Directors in their meeting held on March 27, 2015 has appointed M/s. Chandanbala Jain & Associates, Practicing Company Secretaries (CP No.6400) to undertake Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report in Form MR-3 is included as Annexure II and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Subsidiary, Associate and Joint Ventures Companies

The total number of subsidiaries as on March 31, 2015 is 5.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of company's subsidiaries is given as Annexure III.

Brief particulars about the business of each of the Subsidiaries Companies are given hereunder:-

a. IndiaNivesh Securities Private Limited (INSPL)

INSPL is registered as a Stock Broker with SEBI and has memberships of Bombay Stock Exchange (BSE) and National Stock Exchange (NSE) for both Cash and Derivatives segments and also for Currency Futures Segment. INSPL is a registered Depository Participant with CDSL and NSDL and with AMFI for Mutual Fund distribution. INSPL is also into Paper Distribution - Primary Market and New Fund Offerings (NFO).

b. IndiaNivesh Commodities Private Limited (INCPL)

INCPL is a trading cum clearing member of Multi-Commodities Exchange and National Commodities & Derivatives Exchange of India. INCPL has been providing commodities trading facilities to both corporate and retail clients since 2005.

c. Siddhi Multi-Trade Private Limited (SMTPL)

The Company is engaged in the business of Multi Trading (Dismantling of Assets) acquired in auction by banks, DRT, official liquidator, ARC, PSU and private parties. Company has developed expertise in this line with experienced team of professionals specializing in assessment of land, building material, plant & machinery and other items, participate in auction process and resolution of the asset.

d. IndiaNivesh Capitals Limited (ICL)

ICL has been registered with the Reserve Bank of India (RBI) as a Non-Banking Finance Company (NBFC) under registration no. 05.0140 dated March 20, 1998. ICL's main business activities include Investment and Trading in Shares and Securities etc. ICL has been qualified as Qualified Institutional Buyer (QIB) as per notification dated March 31, 2008 issued by Securities and Exchange Board of India (SEBI) under clause (u) of sub section (1) of Section 2 of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. In the light of the opportunities available in distress assets, ICL has expanded its scope of business activity into stressed assets management, investment in shares and securities, loans etc. ICL acquires debts / assets of distressed companies.

e. IndiaNivesh Investment Advisors Private Limited (INIAPL)

The Company is engaged in the business of rendering consultancy services and portfolio management services for clients and to act as counsel to funds operating as a Sponsor to the scheme of Venture Capital Fund - IndiaNivesh Growth and Special Situations Fund.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans covered under the provisions of Section 186 of the Companies Act, 2013.

The Details of Guarantee given and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(I) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings and outgoings during the year under review.

Risk Management Policy

The Company has formulated a Risk Management Policy. The Company through the Committee for Investments / Loans and Risk Management identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board's review and necessary action.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz http://www.indianivesh.in/InvestorRelation/RegAndTransfer.aspx?id=9.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised the policy for performance evaluation of the Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of non- executive directors and executive directors.

The evaluation of all the directors and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on September 30, 2014, M/s. CLB & Associates, Chartered Accountants have been appointed Statutory Auditors of the Company to hold office from the conclusion of the 83rd Annual General Meeting upto the conclusion of the 84th Annual General Meeting.

M/s. CLB & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company at the AGM of the Company held on December 31, 2009 for F.Y. 2009-10 and have been re- appointed thereafter at every AGM of the Company. They had furnished a Certificate, confirming that if re-appointed, their re-appointment would be in accordance with Section 139 read with Section 141 of the Act. At the conclusion of the ensuing AGM of the Company, M/s. CLB & Associates will complete a period of 6 years as the Statutory Auditors of the Company.

It is proposed to re-appoint M/s. CLB & Associates, Chartered Accountants as Statutory Auditor of the Company for a further period of four years upto the financial year 2018-19 subject to the ratification by the members at every Annual General Meeting to be held during their term.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Related Party Transactions

The Company has laid down a Related Party Transaction Policy for purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved b y the B oar d is uplo a d e d on the C o mpany 's w ebl i n k viz .

http://www.indianivesh.in/InvestorRelation/RegAndTransfer.aspx?id=9

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Details of the transactions with Related Parties are provided in the accompanying financial statements of the Company. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as 'Annexure IV' to this Report.

Significant and material orders passed by the Regulators

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Transfer of Amounts to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, a sum of Rs.25,540/- and Rs.9,458/- lying with the Company as unclaimed dividend for the financial years 2006-07 and 2007-08 (Interim Dividend) respectively i.e. for a period of seven years from the date they become due for payment were transferred during the period under review to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has belatedly filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 30, 2014), with the Ministry of Corporate Affairs.

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. Name of Director / Remuneration of % increase in No. KMP and Director/KMP for Remuneration Designation financial year in the financial 2014-15 (in Rs.) year 2014-15

1 Mr. Dinesh Nuwal, Rs. 16,000/- No Increase Non-Executive Director (Sitting Fees)

2 Mr. Rajesh Nuwal, Rs. 11,88,012/- No Increase Managing Director & CFO

3 Mr. Hemant Panpalia, Rs. 2,000/- No Increase Non-Executive Director (Sitting fees)

4 Mr. Raja Ram Baldi, Rs.23,500/- No Increase Independent Director (Sitting fees)

5 Mr. Jinendra Sethi, Rs.20,500/- No Increase Independent Director (Sitting fees)

6 Mr. Sandeep Jain, Rs.19,000/- No Increase Non-Executive Director (Sitting fees)

7 Mr. David Kallus, - Not Applicable Independent Director

8. Mrs. Sona Hadkar, - Not Applicable Non-Executive Director #

9. Mr. Jinesh Doshi, Rs.15,95,724/- 12.5% Company Secretary

Name of Director Ratio of Comparison of remuneration the Remuneration of each Director of the KMP against / to median the performance remuneration of the Company of employees

Mr Dinesh Nuwal 0.01 Not Applicable

Mr Rajesh Nuwal 0.85 Profit before tax increased by 189.00% and Profit after Tax increased by 146.26% in the financial year 2014-15.

Mr Hemant Panalia 0.00 Not Applicable

Mr Raja Ram Baldi 0.02 Not Applicable

Mr4 Jinendra Sethi 0.01 Not Applicable

Mr Sandeep Jain 0.01 Not Applicable

Mr David Kallus Not Applicable Not Applicable

Mrs Sona Hadkar ## Not Applicable

Mr Jinesh Doshi Not Applicable Profit before tax increased by 189.00% and Profit after Tax increased by 146.26% in the financial year 2014-15.

# Mrs. Sona Hadkar was appointed as Independent Director by Board w.e.f. 27.03.2015

## Details not given since she was a Director only for part of the financial year 2014-15 i.e. w.e.f. 27.03.2015

Note: The remuneration to Directors includes sitting fees paid to them for the financial year 2014-15. There is no change in the sitting fees for attending Board and Committee meetings.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs.13,91,898/-. In the financial year, there was a decrease of 1.87% in the median remuneration of employees due to resignation tendered by an employee in the month of May 2015. Also, that employee remuneration has not been taken into consideration in the calculation of Median since she was only for 1 month in the financial year 2014-15.

ii) Median remuneration of employees of the Company during the financial year 2013-2014 was Rs.14,18,424/-.

iii) There were 2 confirmed employees on the rolls of the Company as on March 31, 2015. During the year, one employee has resigned in the month of May 2015.

iv) Relationship between average increase in remuneration and company performance- Average Remuneration increased during the year 2014-2015 by 12.5% whereas the Company's PAT increased by 146.26%.

v) Comparison of Remuneration of Key Managerial Personnel(s) against the performance of the Company: There was increase in remuneration of 1 Managerial Personnel.

vi) a) Variation in the market capitalization of the Company: The market capitalization as on March 31, 2015 was Rs.166.10 Crores (Rs.159.87 Crores as on March 31, 2014).

b) Price Earning Ratio of the Company was 102.33 as at March 31, 2015 and was 249.12 as on March 31, 2014.

vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2014-15 was 12.50% whereas the increase in the managerial remuneration for the same financial year was NIL.

viii) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

ix) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During the financial year 2014-2015, 1 employee receives remuneration in excess of highest paid Director and the ratio is 0.75:1

x) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Public Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015.

Sr. No. No. of complaints received No. of complaints disposed off

1. NIL N.A.

Acknowledgement

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, members, financial institutions, banks, Government and other associated with the activities of the Company. Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

For and on behalf of the Board

India Nivesh Limited

Sd/- Sd/- Rajesh Nuwal Dinesh Nuwal

Date: September 3, 2015 Managing Director & CFO Director

Place: Mumbai (DIN: 00009660) (DIN: 00500191)


Mar 31, 2014

The Members

The Directors present their Eighty-Third Annual Report with the Audited Statement of Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS Current Year Previous Year 2013-2014 2012-2013 (Rs. in lacs) (Rs. in lacs)

Total Income 182.87 229.02

Profit / (Loss) before Interest & Depreciation: 143.29 172.76

Less:

Interest 59.36 83.63

Depreciation 1.37 1.48

Profit / (Loss) before Tax: 8256 87.65

Provision for Current Tax 15.00 14.00

Provision for FBT - -

Provision for Deferred Tax 0.10 0.12

Profit After Tax 67.45 73.52

Income Tax for earlier year 1.86 -

65.60 73.52

Add / (Less): Balance brought forward 938.58 925.47

Appropriations:

Interim Dividend - -

Proposed Dividend 37.75 37.75

Dividend Tax 6.42 6.12

Transfer to General Reserve - 1.84

Transfer to Statutory Reserve 13.12 14.70

Balance carried to Balance Sheet 946.88 938.57

PERFORMANCE

During the year under review the Company earned a total income of Rs.1,82,87,350/- as compared to Rs.2,29,02,274/- in the previous year. The Company has earned a Net Profit of Rs.65,59,373/- (Previous Year Net Profit of Rs.73,52,334/-).

DIVIDEND

The Directors are pleased to recommend, for the approval of the Members a Final Dividend of 10% i.e. Rs.0.10 per share on 3,77,50,000 equity shares of Re.1/- each of the Company for the financial year 2013- 2014. The Final Dividend, if declared as above, would involve an outflow of Rs.37,75,000/- towards dividend and Rs.6,41,561/- towards dividend distribution tax resulting in total outflow of Rs.44,16,561/-.

TRANSFER TO RESERVES

The Company proposes to transfer NIL to General Reserve and as per the NBFC Guidelines, the Company also proposes to transfer 20% of Net Profit after Taxation which amounts to Rs.13,11,875/- out of the amount available for appropriations.

SUBSIDIARIES

During the year under review, ''IndiaNivesh Capitals Limited ( Formerly known as Jupiter Enterprises Limited)'' (ICL) has become a subsidiary of the Company consequent upon further acquisition of 1,49,800 Equity Shares representing 1.83% of total paid up equity capital of ICL. Consequent upon said acquisition, the total holding of the Company stands at 41,77,000 equity shares representing 50.98 % of the total paid up equity share capital of ICL as on March 31, 2014.

In view of the above, the total number of subsidiaries as on March 31, 2013 is 6.

There has been no material change in the nature of the business of the subsidiaries. A brief statement containing brief financial details of the subsidiaries is included in the Annual Report.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

As per Section 212 of the Companies Act, 1956, we are required to attach the directors'' report, balance sheet, and profit and loss account of our subsidiaries. However, under General Circular No: 2 /2011 dated February 8, 2011 from Ministry of Corporate Affairs had granted general exemption under section 212 (8) from attaching the annual reports of subsidiaries. We present the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition and are accepted globally. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. We will make available the audited annual accounts and related information of subsidiaries, where applicable, upon request by any of our investors. These documents will also be available for inspection during business hours at our registered office in Mumbai, India.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. The Company had passed the resolution for non-acceptance of deposits from public in the meeting of the Board of Directors of the Company held on May 30, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE).

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, a Cash Flow Statement is attached to the Balance Sheet, along with Auditors Certificate.

DIRECTORS

As per Article 140 of Articles of Association of the Company, Mr. Dinesh Nuwal and Mr. Hemant Panpalia, Directors of the Company retire by rotation and being eligible, offers themselves for re- appointment. The Board recommends their appointments at the ensuing Annual General Meeting.

During the year, Mr. Sandeep Jain was appointed as Additional Director on November 13, 2013 who holds office upto the forthcoming Annual General Meeting of the Company, is recommended for appointment as Director liable to retire by rotation.

Further, pursuant to provisions of Section 149 of the Companies Act, 2013, the Board in its meeting held on May 30, 2014 recommends appointment of Mr. Jinendra Sethi, Mr. Raja Ram Baldi and Mr. David Kallus, Directors as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of ensuing Annual General Meeting i.e. with effect from September 30, 2014 upto September 30, 2019.

In the opinion of the Board, these Directors fulfill the conditions specified in the Companies Act, 2013 and the rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company and it is desirable to continue to avail valuable services of them as Independent Directors. Accordingly, the Board recommends their appointments at the ensuing Annual General Meeting for the approval by the members of the Company.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

RE-CONSTITUTION OF AUDIT COMMITTEE

The Audit committee got re-constituted, since the appointment of Mr. Sandeep Jain as an Additional Director on November 13, 2013, which comprised of Mr. R.R. Baldi (Chairman), Mr. Rajesh Nuwal and Mr. Sandeep Jain, two being Non-Executive Independent Directors and the Chairman is a Non-Executive Independent Director.

Further, Mr. Sandeep Jain gave a declaration to that effect of his appointment as a Chief Executive Officer in IndiaNivesh Fund Managers Private Limited (Step down Subsidiary) with effect from July 1, 2014. Hence, he ceases to be an Independent Director w.e.f July 1, 2014.

Therefore, in order to comply with Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, Mr. J.K. Sethi, Independent Director was appointed in place of Mr. Sandeep Jain, as a Member by the Board of Directors in their meeting held on August 14, 2014.

The current constitution of the Audit Committee are as follows:

1. Mr. R.R. Baldi - Chairman

2. Mr. Rajesh Nuwal – Member

3. Mr. J.K.Sethi – Member

The Audit Committee met four times during the year under review.

AUDITOR''S

M/s CLB & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s CLB & Associates, Chartered Accountants to their being appointed and a Certificate, to that effect that their re-appointment, if made, would be in accordance with the said Act and the rules framed thereunder and that they satisfy the criteria provided in Section 141 of the said act.

AUDITOR''S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

There were no foreign exchange earnings and outgoing during the year under review.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated with the activities of the Company.

For and on behalf of the Board of Directors For India Nivesh Limited

Rajesh Nuwal Dinesh Nuwal Managing Director Director (DIN: 00009660) (DIN: 00500191)

Place: Mumbai Date: September 2, 2014


Mar 31, 2013

To, The Members

The Directors present their Eighty-Second Annual Report with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS Current Year Current Year 2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Total Income 229.02 298.61

Profit / (Loss) before Interest & Depreciation: 172.76 188.13

Less:

Interest 83.63 108.98

Depreciation 1.48 2.06

Profit / (Loss) before Tax: 87.65 77.09

Provision for Current Tax 14.00 21.00

Provision for FBT - -

Provision for Deferred Tax 0.12 0.16

Profit After Tax 73.52 66.47

Income Tax for earlier year - -

73.52 66.47

Add / (Less):

Balance brought forward 925.47 917.83

Appropriations:

Interim Dividend - -

Proposed Dividend 37.75 37.75

Dividend Tax 6.12 6.12

Transfer to General Reserve 1.84 1.66

Transfer to Statutory Reserve 14.70 13.29

Balance carried to Balance Sheet 938.57 925.46

PERFORMANCE

During the year under review, the Company earned a total income of Rs.2,29,02,274/- as compared to Rs.2,98,60,981/- in the previous year. The Company has earned a Net Profit of Rs.73,52,334/- (Previous Year Net Profit of Rs.66,46,504/-).

DIVIDEND

The Directors are pleased to recommend, for the approval of the Members a Final Dividend of 10% i.e. Rs.0.10 per share on 3,77,50,000 equity shares of Re.1/- each of the Company for the financial year 2012-2013. The Final Dividend, if declared as above, would involve an outflow of Rs.37,75,000/- towards dividend and Rs.6,12,418/- towards dividend distribution tax resulting in total outflow of Rs.43,87,418/-.

TRANSFER TO RESERVES

The Company proposes to transfer Rs.1,83,808/- to General Reserve and as per the NBFC Guidelines, the Company also proposes to transfer 20% of Net Profit after Taxation which amounts to Rs.14,70,467/- out of the amount available for appropriations.

SUBSIDIARIES

During the year under review, your company has acquired entire 50,000 Equity Share Capital of India Nivesh Commodities Private Limited (INCPL) and had subscribed to the additional Capital of Rs.1,00,00,000/- involving an aggregate investment of Rs. 1,05,00,000/- thereby making it wholly owned subsidiary. India Nivesh Commodities Private Limited is in the business of Commodities Broking.

In view of the above, the total number of subsidiaries as on March 31, 2013 is 5.

There has been no material change in the nature of the business of the subsidiaries. A brief statement containing brief financial details of the subsidiaries is included in the Annual Report.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT

As per Section 212 of the Companies Act, 1956, we are required to attach the directors'' report, balance sheet, and profit and loss account of our subsidiaries. However, under General Circular No: 2 /2011 dated February 8, 2011 from Ministry of Corporate Affairs had granted general exemption under section 212 (8) from attaching the annual reports of subsidiaries. We present the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial condition and are accepted globally. Accordingly, the Annual Report does not contain the financial statements of these subsidiaries. We will make available the audited annual accounts and related information of subsidiaries, where applicable, upon request by any of our investors. These documents will also be available for inspection during business hours at our registered office in Mumbai, India.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement forms part of the Annual Report.

The Company has complied with all mandatory requirements as prescribed under Clause 49 of Listing Agreement with Bombay Stock Exchange Limited (BSE).

CASH FLOW STATEMENT

As required under Clause 32 of the Listing Agreement with the Stock Exchanges, a Cash Flow Statement is attached to the Balance Sheet, along with Auditors Certificate.

DIRECTORS

As per the Article 139 and 140 of Articles of Association of the Company, Mr. Dinesh Nuwal and Mr. Raja Ram Baldi, retires by rotation and being eligible, offers themselves for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

Brief profiles of all the above Directors are provided elsewhere in this Annual Report as additional information.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. R.R. Baldi (Chairman), Mr. J. K. Sethi and Mr. Rajesh Nuwal, two being Non-Executive Independent Directors and the Chairman is a Non Executive Independent Director. The Audit Committee met five times during the year under review.

AUDITOR''S

M/s CLB & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to appoint Auditors for the current year and fix their remuneration.

The appointment, if made, would be according to Section 224 (1B) and any other applicable provisions, if any, of the Companies Act, 1956.

AUDITOR''S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors, Government and other associated with the activities of the Company.

For and on behalf of the Board of Directors

For IndiaNivesh Limited

Rajesh Nuwal

Managing Director

Place : Mumbai

Date : May 30, 2013

 
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