Directors Report of Caspian Corporate Services Ltd.

Mar 31, 2018

The Directors feel great pleasure in presenting 07^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31" March, 2018.

FINANCIAL HIGHLIGHTS: (Amount in Rs.)

S. No.	Particulars	Current Year ended 31st March, 2018	Previous Year ended 31st March, 2017
1.	Total Revenue (Net)	33,68,710	15,13,684
2.	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	18,02,177	1,85,613
3.	Less : Depreciation and Amortization Expenses	-	74,738
4	Finance Cost	-	-
5.	Profit before Tax	18,02,177	1,10,875
6.	Less: Provision for Tax	(3,54,000)	(21,127)
7.	MAT Credit Entitlement	3,43,405	4,16,940
8.	Profit after Tax	17,91,582	5,06,688
9.	Less :Prior period Tax Adjustment	-	(67,346)
10.	Profit for the year	17,91,582	4,39,342
11.	Balance of Profit as per last Balance Sheet	24,32,730	19,93,388
12.	Balance Available for Appropriation	42,24,312	24,32,730
13.	Balance of Profit carried to Balance Sheet	42,24,312	24,32,730

REVIEW OF OPERATIONS:

During the year under review, the Company''s Gross Revenue from operations stood at Rs. 33,68,710/- compared with Rs. 15,13,684/- in the previous year. The Operating Profit before tax stood at Rs. 18,02,177 /- as against Rs. 1,10,875/- in the Previous Year. The Net Profit for the year stood at Rs.17,91,582/-against Rs.4,39,342/-reported in the Previous Year.

The Company continued to operate in the business of offering advisory services on several financial and corporate issues and there was no change in business activities. There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

DIVIDEND AND RESERVES:

The Board has not recommended any dividend for Financial Year (FY) 2017-18 in view of the current market outlook; and in order to preserve cash. In view of the exceptional circumstances during the FY2017-18, and the good reserves position, no amount has been transferred to reserves.

SHARE CAPITAL OF THE COMPANY

There was no change in share capital of the Company during the FY 2017-18. The paid up equity share capital of your Company as on 31^s March, 2018 is Rs. 3,10,54,810/- (Rupees Three Crores Ten Lakhs Fifty Four Thousand Eight Hundred and Ten only) divided into 3,10,54,810 Equity shares of the face value of Re. 1/-(Rupee One) each. The said shares are listed on BSE Limited.

MANAGEMENTDISCUSSIONSANDANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations'') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN:

As required by Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -1 to this report. Further, as required by amended Section 134(3)(a), the annual return referred to in sub-section (3) of section 92 will be placed on Company''s website viz. www.intellivatecapitaladvisors.in after conclusion of ensuing Annual General Meeting of the Company. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS''RESPONSIBILITYSTATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the Annual Accounts for theyear ended 31" March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. that the directors have taken 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. the Annual Accounts have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17,18,19,20, 21,22,23,24,25,26,27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING /OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lacs)

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

PARTICULARS OF EMPLOYEESAND RELATED DISCLOSURES:

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the provisions of the Companies Act, 2013, Independent Directors have been appointed fora period of five years and shall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Vipul Modi, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 07^th Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company appointed:

- Ms. Varsha Choithani as Company Secretary and Compliance Officer of the Company with effect from 11^th August, 2017 upon recommendation of Nomination and Remuneration Committee.

- Mr. Kaushal Gandhi as Chief Financial Officer of the Company with effect from 11^th August, 2017 upon recommendation of Nomination and Remuneration Committee and Audit Committee.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company/ business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 04 (Four) Board Meetings were convened and held on 30^th May 2017, 11^th August, 2018, 14^th November, 2017 and 14^th February 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Director	Category	Meetings held during Year	Meetings attended
Mrs. Leena Modi	Managing Director	4	4
Mr. Vipul Modi	Non-Executive Director	4	4
Mr. Siddharth Shah	Independent Director	4	4
Mr. Venkateswara Rao	Independent Director	4	4

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 14^th February, 2018 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

COMMITTEES OF THE BOARD:

The Company''s Board has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

(I) AUDITCOMMITTEE:

The Company through its Board of Directors has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. During the financial year 2017-18,04 (Four) meetings of Audit Committee were held on 30^th May, 2017,11^th August, 2017,14^th November, 2017, and 14^th February, 2018. The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

Name of Members	Designation	Meetings attended
Mr. Siddharth Shah	Chairman	4
Mr. Venkateswara Rao	Member	4
Mr. Vipul Modi	Member	4

The Company Secretary shall act as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors.

The terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors of the Company.

b) To review and monitor Auditor''s independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Company''s risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate.

m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company''s financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient and creditable.

o) To review the following information/document:

- Management Discussion and Analysis of financial condition and results of operation;

- Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

- Management letter/letters of internal control weakness issued by the Statutory Auditors;

- Internal audit reports relating to internal control weakness;

- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

(II) NOMINATION AND REMUNERATION COMMITTEE:

The Company through its Board of Directors has constituted Nomination and remuneration Committee (hereinafter referred as “NRC”) as per the provisions of Section 178 of the Companies Act, 2013. During the financial year 2017-18,02 (Two) meeting of NRC was held on 30^th May, 2017and 11^thAugust2017.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at the Meeting.

Name of Members	Designation	Meetings attended
Mr. Siddharth Shah	Chairman	2
Mr. Venkateswara Rao	Member	2
Mr. Vipul Modi	Member	2

The Company Secretary shall act as the Secretary to the Committee

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013whichare as follows:

a) To lay down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

b) To formulate a criteria for evaluation of performance of Independent Directors and the Board of Directors.

c) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession.

d) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

e) To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors.

g) Carrying out functions as delegated by the Board of Directors from time to time.

The Board of Directors has framed “Remuneration and Nomination 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 said Policy is annexed herewith as Annexure- II to this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company through its Board of Directors has constituted Stakeholders Relationship Committee as per the provisions of Section 178 of the Companies Act, 2013. During the financial year 2017-18, 04 (Four) meetings of Stakeholders Relationship Committee were held on 30^th May, 2017,11^th August, 2017,14^th November, 2017 and 14^th February, 2018.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

Name of Members	Designation	Meetings attended
Mr. Venkateswara Rao	Chairman	4
Mr. Siddharth Shah	Member	4
Mrs. Leena Modi	Member	4

The Company Secretary shall act as the Secretary to the Committee. Ms. Varsha Choithani, Company Secretary, is designated as the “Compliance Officer” who oversees the redressal of the stakeholders'' grievances.

Stakeholders Relationship Committee is empowered to oversee the redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat/ remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the year2017-18 are asunder:

Nature of Complaints	Opening at the beginning of year	Received during the year	Redressed	Pending at the end of year
Non-receipt of Share Certificate	Nil	Nil	-	Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant	Nil	Nil	-	Nil
Non-receipt of Annual Report	Nil	Nil	-	Nil
Others	Nil	Nil	-	Nil
Total	Nil	Nil	-	Nil

ANNUAL PERFORMANCE EVALUATION BYTHEBOARD:

Pursuant to the provisions of the Companies Act, 2013, a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Pursuant to the provisions of the Act and the Listing Regulations, the Non-Executive Non-Independent Directors and the Executive Directors of the Company were evaluated by the Independent Directors of the Company in a separate meeting of Independent Directors held during the year.

The Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the “Policy on Criteria for performance appraisal/ evaluation process of Independent Directors and Board”.

Annual evaluation of the performance of the Board, its Committees and of individual directors has been made. The Board has devised questionnaire to evaluate the performances of each of Executive, Non-Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS TRAINING AND FAMILIARIZATION:

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

- build an understanding of the Company''s processes and

- fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

AUDITORS:

(I) STATUTORY AUDITORS:

M/s. J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W), were appointed as Statutory Auditors of the Company for a term of 04 (Four) years from the conclusion of the 04^th Annual General Meeting held on 21" September, 2015 till the conclusion of the 08^th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting.

Members are requested to note that, vide Notification dated 07^th May, 2018 issued by the Ministry of Corporate Affairs, ratification of the Appointment of Statutory Auditors at every Annual General Meeting is no longer required. Hence, approval of the Members for the ratification of Auditor''s appointment is not being sought at the ensuing Annual General Meeting.

Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has re-appointed M/s. I. P. Mehta and Co., Chartered Accountants as an Internal Auditor of Company. Internal Auditors submits their reports on quarterly basis to the Audit Committee.

Based on the report of internal audit function undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

(III) SECRETARIALAUDITORS:

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 has appointed Mrs. Sandhya Malhotra, Proprietor, M/s. SRM & Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Audit for the year ended on 31" March, 2018.

Secretarial Audit Report issued by M/s. SRM & Co., Company Secretaries (C.PNo. 9928), in Form MR-3 is annexed herewith as Annexure - III and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROLSYSTEMSANDTHEIRADEQUACY:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITYINITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, therefore, the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure are not applicable to your Company.

SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not required to give disclosure in FormAOC-1 Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014.

RELATED PARTYTRANSACTIONS:

The Company has formulated a policy on Related Party Transactions for purpose of identification and monitoring of such transactions. The said policy on Related Party Transactions is approved by the Board. During the year ended on 31‘^tMarch, 2018, our company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with applicable rules made thereunder, which were in the ordinary course of business & on arms'' length basis & in accordance with the provisions of the Companies Act, 2013 and Rules issued thereunder.

During the year ended on 31^s March, 2018, there were no transactions with related parties which qualify as material transactions. The details of the related party transactions as required under Accounting Standard-18 are set out in Note 20.1 to the Audited Financial Statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BYTHE COMPANY:

Your Company has not given any loans, directly or indirectly or guarantees or provided any security or made any investments during the year under review covered under section 186 of the Companies Act, 2013.

VIGILMECHANISM/WHISTLEBLOWER POLICY:

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the employees/workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31" March, 2018. We affirm that during the financial year 2017-18, no employee or director was denied access to the Audit Committee.

RISK MANAGEMENT POLICY:

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

By order of the Board of the Directors

For Intellivate Capital Advisors Limited

Sd/- Sd/-

Vipul Modi Leena Modi

Place: Mumbai Director Managing Director

Date: 9^th August, 2018 DIN: 00796116 DIN: 00796382

---

Mar 31, 2014

Dear Shareholders,

Intellivate Capital Advisors Limited.

The Directors are pleased to present their 3-Annual Report to gether with audited account statement for the year ended on the 31-March, 2014.

1. BUSINESS ACTIVITY:

The Company''s financial result for the year ended on the 31- March, 2014 is as under:

Current Year Previous Year S. Particulars (in Rs. lacs) (in Rs. lacs) No.

i) Total Receipt 15,14,993 25,90,355

ii) Profit/(Loss) before Depreciation 4,51,374 2,42,668

iii) Depreciation 1,48,080 1,48,080

iv) Profit/(Loss) Before Tax 3,03,294 94,588

a. Provision for Income Tax 91,000 18,200

b. Deferred TaxAssets/Liabilities/ MATCredit 2,901 (2,901)

c. Fringe Benefit Tax - -

v) Profit /(Loss) after tax 2,09,393 79,289

vi) Profit/(Loss) brought forward from previous year (s) 14,287 (65,001)

vii) Balance carried to the Balance Sheet 2,23,681 14,287

2. DIVIDEND:

Your directors do not recommend any dividend for the financial year 2013-14.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs. 15,14,993/- showing a decrease as compared to last year, despite that company recorded a profit of Rs.2,09,393/-. The detailed information on all business activities of the company is provided in the Management Discussion and Analysis Report.

4. AUDITORS AND THEIR REPORT

M/s J. B. Dudhela &Co., Chartered Accountants, the auditors of the company are retiring at the conclusion of the ensuing Annual General Meeting of the company and being eligible offer themselves for reappointment as Auditors. The Company has received certificate to the effect that their appointment, if made, would be within the limit prescribed under Section 141 (3) of the Companies Act, 2013.

The Auditor''s Report is self-explanatory and needs no clarification.

5. PARTICULARS OF EMPLOYEES

During the year under review, the Company did not have any employee attracting provisions of Section 134 (3) (e) of the Companies Act, 2013.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There were neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is prepared in accordance with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, and forms part of this Annual Report.

8. CORPORATE GOVERNANCE REPORT:

Corporate Governance Report along with the Auditor''s Certificate confirming Compliance with the conditions of Corporate Governance forms part of this report.

9. INVESTOR RELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id viz. [email protected], to enable the investors to post their grievances and the company to monitor its redressal. The company is also registered at the SCORES website of SEBI, where we take regular updates on any grievance posted, which so far has been NIL. The company has paid Annual Listing fees to the Stock Exchange for the Financial year 2013-14.

The members are requested to refer to General Shareholder''s Information given in Corporate Governance Report appended to this Report.

10. FIXED DEPOSITS:

Your Company has not accepted any public deposits within the meaning of the provisions of Section 73(1) of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975. Therefore, no amount on account of principal or interest on Public Deposits was outstanding as on the Date ofthe Balance Sheet.

11. DIRECTORS:

The Board has two Independent Directors and two Executive Directors. In accordance with the provisions of the Act and the Articles of Association ofthe Company, Mrs. Leena Vipul Modi retire by rotation at the forthcoming Annual General Meeting and being eligible off herself for re-appointment. The Board recommends re-appointment of Mrs. Leena Vipul Modi.

12. COMPLIAN CECERTIFICATE

The Compliance Certificate under section 383A of the Act, and Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is issued by SRM &Co., Practicing Company Secretary and forms part of this Report.

13. INDUSTRIAL RELATIONS

The relations between the employees and the Management have remained cordial.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of section 134 (5), of the Companies Act, 2013, your Directors state that:

1. In preparation of Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departure there from.

2. They had selected such accounting policies and applied them constantly and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ofthe state of affairs ofthe company at the end ofthe financial year and that of profit of the company for that period.

3. They had taken proper and sufficient care of maintenance of adequate accounting records so as to safeguard the company''s assets and to detect fraud and irregularities.

4. They have prepared the annual accounts of the company on a going concern basis.

15. JOINT VENTURE AND SUBSIDIARIES

During the year under review, there was no joint venture or subsidiaries being formed and hence no reporting under the provisions of Section 129(3) ofthe Companies Act, 2013, (the Accounts and other information ofthe subsidiaries) is not required.

16. ACKNOWLEDGEMENT:

The Board wishes to express their sincere gratitude for the continued co-operation, encouragement and support extended by the shareholders, financial institutions and bankers of the company. The Board also wishes to express their deep appreciation of the dedicated services ofthe officers, staff and workers of the company.

For & on behalf of the Board of Directors Intellivate Capital Advisors Limited

Sd/- Place : Mumbai Vipul Modi Date : 13th August 2014 Director