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Directors Report of Intellivate Capital Ventures Ltd.

Mar 31, 2016

REPORT OF THE DIRECTORS TO THE MEMBERS OF THE COMPANY

The Directors feel great pleasure in presenting 33rdAnnual Report of your Company comprising the Audited Financial Statements for the year ended 31ST March, 2016.

FINANCIAL HIGHLIGHTS: (In Rupees

S. No.

Particulars

Current Year ended 31st March, 2016

Previous Year ended 31st March, 2015

1.

Total Revenue (Net)

1,018,514

1,079,377

2.

Profit before Depreciation & Amortization Expenses, Finance Cost and Tax

273,771

229,915

3.

Less: Depreciation and Amortization Expenses

5,442

22,525

4.

Finance Cost

5.

Profit before Tax

268,329

207,390

6.

Less: Provision for Tax

83,071

66,958

7.

Profit after Tax

185,258

140,432

8.

Prior Period Tax Adjustment

4.930

9.

Profit/(loss) for the Year

190,188

140,432

10.

Balance of Profit as per last Balance Sheet

2,662,577

2,526,440

11.

Less: Depreciation difference

12.

Previous Year Adjustments

13.

Balance Available for Appropriation

2,852,765

2,662,577

14.

Rate of Proposed/Paid Dividend

15.

Proposed/paid Dividend

16.

Tax on Dividend

17.

Transfer to General Reserve

18.

Balance of Profit carried to Balance Sheet

2,852,765

2,662,577

EVIEW OF OPERATIONS:

During the year under review, the Company has registered an income of Rs. 1,018,514 (previous year Rs. 1,079,377) and Ne Profit after Tax of Rs. 190,188(previous year Rs. 140,432). 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. No material changes or commitments affecting the financial position of the Company occurred between end of the financial year and the date of this report.

DIVIDEND:

The Board has not recommended any final dividend for Financial Year 2015-16 in view of the current market outlook; and in order to preserve cash.

TRANSFER TO GENERAL RESERVE:

n view of the exceptional circumstances during the year 2015-16, and the good reserves position, no amount has been transferred to reserves.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management''s Discussion and Analysis forms an integral part of this report and gives detail of the overview, industry structure and developments, different product groups of the Company, operational performance of its various business segments.

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:

The Board of Directors acknowledge the responsibility for ensuing compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31" March, 2016 and state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

s. the directors have 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. 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 lastday 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.

ENERGYCONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING/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 Out of or the year under review are as follow

(Rs. in Lacs)

Year ended

Year ended

Particulars

31ST March, 2016

31ST March, 2015

Foreign exchange earning

Nil

Nil

Foreign exchange Outgo

Nil

Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There were no employees drawing more than aggregate remuneration as specified under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of remuneration paid to all the Directors and Key Managerial Personnel''s are provided in the “Extract of Annual Return” forming part of Directors report.

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statement.

DIRECTORSAND KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of the independence as prescribed both under section 149(6) of the Companies Act, 2013 and under Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Venkateswara Rao, Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting in accordance with provisions of the Companies Act, 2013 and the Articles of Association of the Company and being eligible, offers himself for re-appointment.

Board of Directors, at their meeting held on 11th March, 2016, has appointed Mr. Ajit Ruwala as Additional Independent Director for term of 05 years subject to approval of shareholders at ensuing annual General Meeting who shall not retire by rotation and at same meeting, Board members has accepted the resignation of Mrs. Leena Modi w.e.f 11th March, 2016.

Furthermore, Board of Directors, at their meeting held on 04th August, 2016 has appointed Mrs. Leena Modi as Additional Director of the Company subject to approval of shareholders at the ensuing Annual General Meeting, whereas Mr. Vipul Modi has resigned from the post of Director w.e.f 04th August, 2016 and while accepting the resignation of Mr. Vipul Modi, Board has placed on record its deep appreciation for his exceptional service and leadership as Promoter and Director of the Company.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening 33rdAnnual General Meeting. KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company in their meeting held 11th March, 2016 has appointed Mrs. Venkateswara Rao as Whole Time Director of the Company for term of 05 Years subject to approval of shareholders at ensuing Annual General Meeting. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. Board Meetings:

During the year under review, 5 (Five) Board Meetings were convened and held on 30th May, 2015,12th August, 2015, 07th November, 2015,11th February, 2016 and 11th March, 2016 in accordance with the provisions of the Companies Act, 2013 and rules made there under. 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

Mr. Siddharth Shah

Independent Director

5

5

Mr. Venkateswara Rao

Independent Director/Whole Time Director*

5

5

Mr. Vipul Modi

Non-Executive Director

5

5

Mrs. Leena Modi

Non-Executive Director

5

5

Mr. Ajit Ruwala

Additional Independent Director**

5

1

*Appointed as Whole Time Director on 11" March, 2016.

** Appointed as Additional Independent Director on 11" March, 2016.

b. Board Performance Evaluation:

(I) 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”.

At the meeting of the Board all the relevant factors that are material for evaluating the performance of individual Directors, the Board/ Committees were discussed in detail. A structured questionnaire each for evaluation was prepared and recommended to the Board by Nomination & Remuneration Committee for doing the required evaluation after taking into consideration the input received from the Directors covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance etc.

Separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution, qualifications, knowledge, skills and experience in the respective fields, honesty, integrity, ethical behavior and leadership, Independence of judgment, safeguarding the interest of the Company, attending the meetings regularly, understanding the business, regulatory, competitive and social environment, understanding strategic issues and challenges, bringing outside information and perspective to Board for deliberations and implications of Board decisions etc.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 11th February, 2016. The Directors expressed their satisfaction with the evaluation process.

(ii)The Board has, on the recommendation, of the Nomination & Remuneration Committee, framed a Nomination & Remuneration policy and Policy on fixation of criteria for selection & appointment of Directors & Senior Management Personnel. The Nomination & Remuneration Policy is annexed herewith as “Annexure I” to this Report.

c. Directors Training and Familiarization:

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and Corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the Company''s activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted. The Board has framed a Familiarization Programme for Independent Directors 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., through various programmes. STATUTORYAUDITORS:

M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai (FRN: 102777W)), were appointed as Statutory Auditors of the Company for a term of 02 (Two) years from the conclusion of the 32ndAnnual General Meeting held on 21" September, 2015 till the conclusion of the 34th Annual General Meeting, subject to ratification by Members at every subsequent Annual General Meeting. The consent from the existing members of the Company at the ensuing Annual General Meeting is sought by passing of an Ordinary Resolution included in AGM Notice for the Ratification of appointment of M/s J. B. Dudhela & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company who shall hold the office up to the conclusion of 34thAnnual Genera Meeting.

Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for a appointment.

AUDITORS''REPORT:

Note 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.

INTERNALAUDIT:

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 Company, Chartered Accountants, in their meeting held on 23rd May, 2016, as an Internal Auditor of Company. Internal Auditor submits his 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. SECRETARIALAUDIT REPORT FORTHE PERIOD ENDED 31st MARCH, 2016:

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 PCS Sandhya Malhotra, Proprietor, M/s SRM & Co., Company Secretaries (C.P No. 9928), to conduct Secretarial Audit for the year ended on 31" March, 2016.

Secretarial Audit Report issued by M/s SRM & Co., Company Secretaries in Form MR-3 is annexed herewith as Annexure II to this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BYTHE SECRETARIALAUDITORS:

The qualifications given under the Secretarial audit reportage about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules during the Audit period (01s April 2015-31" March, 2016). The Board of Directors in their meeting held on 11thMarch, 2016 has appointed Mr. Venkateswara Rao as Whole Time Director of the Company subject to approval of members at ensuing Annual General Meeting. With respect to appointment of Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals to hold on the office of Company Secretary and Chief Financial Officer.

INTERNAL FINANCIALCONTROLS:

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. Based on their report of Internal Audit function, corrective actions in the respective area are undertaken & controls are strengthened. Significant audit observations &corrective action suggested are presented to the Audit Committee AUDITCOMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Name of Director

Category

Meetings held during Year

Meetings

attended

Mr. Siddharth Shah-Chairman

Independent Director

4

4

Mr. Venkateswara Rao

Independent Director

4

4

Mr. Vipul Modi

Non-Executive Director

4

4

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

The Broad terms of reference of Audit Committee are as follows:

- Review the Financial Statements before submission to the Board;

- To insure the objectivity, credibility and correctness of the Company''s financial reporting and disclosure processes;

- Review of policies and framework related to risk management, internal control and governance processes;

- Recommendation for appointment, remuneration and terms of appointment of auditors;

- Matter to be included in the Director''s Responsibility Statement;

- Changes, if any, in the accounting policies;

- Major accounting estimates and significant adjustments in financial statement;

- Compliance with listing and other legal requirements concerning financial statements;

- Interaction with statutory and internal auditors

- Recommendation for appointment, remuneration and terms of appointment of auditors.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report. There has also been no change in the nature of business of the Company.

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, the Company is not required to comply with 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 as required under the said Section.

SUBSIDIARIES, ASSOCIATE COMPANIESAND JOINTVENTURES:

As Company does not have any subsidiaries or joint ventures or Associates Companies, 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. PARTICULAR OF CONTRACTS OR A RRANGEMENTWITH RELATED PARTIES:

During the year ended on 3fMarch, 2016, our company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, read with Companies (Specification of Definitions Details) Rules, 2014, 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 hereunder.

During the year ended on 31st March, 2016, 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 17.17 to the standalone financial statements forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

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. Details of existing loans and investments made by your Company are given in the notes to financial statements.

VIGIL MECHANISM/WHISTLE BLOWERPOLICY FOR THE DIRECTORS AND EMPLOYEES:

In accordance with Section 177 of the Companies Act, 2013, the Company has adopted “Vigil Mechanism/Whistle Blower Policy'' for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY:

Your Company has an elabor a ted 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 organization 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.

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-III to this report. GENERALDISCLOSURE:

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. Details relating to deposits covered under ChapterV of the Act.

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

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

4. 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 Directors of

Intellivate Capital Ventures Limited

Sd/- Sd/-

Venkateswara Rao Leena Mod

Place : Mumbai Whole Time Director Additional Director

Date: 04 August, 2016 DIN: 03138031 DIN: 00796382


Mar 31, 2014

The Shareholders,

INTELLIVATE CAPITAL VENTURES LIMITED.

The Directors are pleased to present their 31stAnnual Report together with audited account statement for the year ended on the 31stMarch,2014.

1. BUSINESS ACTIVITY:

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

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

i) Total Receipt 9,95,746 14,17,508

ii) Profit/(Loss) before Depreciation 2,31,635 77,117

iii) Depreciation 17,513 23,693

iv) Profit/(Loss) Before Tax 2,14,122 53,424

a. Provision for Income Tax 60,000 7,000

b. Deferred Tax Assets/Liabilities/MAT Credit (1,475) 1,509

c. Fringe Benefit Tax - (6860)

v) Profit /(Loss) after tax 1,55,597 34,757

vi) Profit/(Loss) brought forward from previous year (s) 23,70,843 23,36,086

vii) Balance carried to the Balance Sheet 25,26,440 23,70,843

2. DIVIDEND:

Your directors do not recommend any dividend forthefinancial year 2013-14.

3. OPERATIONS:

During the year under review, your company has recorded total income of Rs.9,95,746/- showing a decrease as compared to last year, despite that company recorded a profit of Rs.1,55,597/-

4. AUDITORSAND 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 CompaniesAct, 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 CompaniesAct, 2013.

6. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION 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. INVESTORRELATIONS:

Your company continues to provide prompt investor service through quick resolution of investor grievances. Your company has designated an exclusive email id viz. secretarial@intellivatecapital.com, 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.

8. FIXED DEPOSITS:

Your Company has notaccepted any publicdeposits within the meaning of the provisions of Section 73(1) of the Act read with the Companies Act (Acceptance of Deposits) Rules, 1975 and section 73 of Companies act, 2013. Therefore, no amount on account of principal or intereston Public Deposits was outstanding as on the Date of the Balance Sheet.

9. DIRECTORS:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Siddhartha P. Shah Independent Director, retires by rotation at the forthcoming Annual General Meeting and being eligible off himself for re- appointment. The Board recommends re-appointment of Mr. Siddhartha P. Shah.

The details of the Directors being recommended for re-appointment are provided in the notice of ensuing Annual General Meeting.

10. INDUSTRIAL RELATIONS

The relations between the employees and the Management have remained cordial .11. COMPLIANCE CERTIFICATE

The Compliance Certificate under section 383Aof the Act, and Rule 3 of the Companies (Compliance Certificate) Rules, 2001 is issued bySRM & Co., Practicing CompanySecretaryand forms part of this Report.

12. 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 therefrom.

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 of the state of affairs of the company at the end of the financial year and that of profitof the companyforthat period.

3. They had taken proper and sufficientcare 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.

13. 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 of the Companies Act, 2013, (the Accounts and other information of the subsidiaries) is not required.

14. 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 of the officers, staff and workers of the company.,

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

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


Mar 31, 2013

To The Members of INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 30th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2013.

1 FINANCIAL PERFORMANCE

(Amount in Rs.)

Particulars For The Year Ended 31.03.2013 31.03.2012

Total Income 14,17,508 1,070,57311

Total Expenditure 64,084 046''250

Profit / (Loss) for the year before tax & 53,424 24,324

Provision For Tax

turren Tax 7,000

Deferred Tax 717

MAT Credit entitlement 860 (4,635)

Profit/ (Loss) for the year before Prior 51,775 23,542

Trior Period Adjustments (17,018) 1

"Profit/(Loss) after Tax 34,757 24,494

2 DIVIDEND

In order to conserve resources, your; Board of Directors has not recommended any dividend'' for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs.14.18 Lacs during the year ended March 31st, 2013 as compared to Rs 10 71 Lacs in the previous year. During the fiscal 2013, the Company reported a Profit After tax of Rs.34, 757/- as compared to Rs. 24,494/- Lacs during the fiscal 2012.

4. DEMERGER

During the previous financial year, pursuant to the scheme of Arrangement U/s 391 to 394 and other applicable provisions of the Companies Act, 1956 there was a demerger ot Advisory Division, Chemical Division and Steel Division of the Company, which was sanctioned and approved by the Hon''ble High Court of judicature at Bombay on 16

December, 2011, and upon filing the said order with Registrar of Companies, with Maharashta on 20th January,2012, the said scheme was became effective. Accordingly all assests and liabilities of the Advisory division , Chemical division and Steel division stood transferred to the resultant companies i.e. Intellivate Capital Advisors Ltd., ICVL Chemicals Ltd. and ICVL Steels Ltd.. at book values and on a going concern basis on appointed dateIs April. 2011,

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2013. There were no unclaimed or unpaid deposits as on 31st March, 2013.

6. DIRECTORS:

Mrs. Leena Modi retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appomtment.

7. AUDITORS

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offers themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

& SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 *

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 s

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

V) that the directors have selected such accounting policies and applied them consistently '' and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss 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 said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors have prepared the annual accounts, on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & Oh Behalf Of The Board Of Directors Sd/-

VipuIJ Modi

Chairman

Date: 24th, May 2013

Place: Mumbai


Mar 31, 2012

To The Members of INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 29th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2012.

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

PARTICULARS FOR THE YEAR ENDED

31.03.2012 31.03.2011

Total Income 1,070,573 150,778,365

Total Expenditure 1,046,250 146,910,952

Profit / (Loss) for the year before tax &b 24,323 3,867,413

Provision For Tax

Current Tax 4,700 700,000

Deferred Tax 717 4,361

MAT Credit entitlement 48,468

Profit/ (Loss) for the year before Prior 23,541 3,114,584

Prior Period Adjustments 952 1,095

Profit / (Loss) after Tax 24,493 3,115,679

Add : Balance brought forward from last (804,086)

' 2,336,086 2,311,593

Less: Appropriations Balance Carried to Balance Sheet 2,336,086 2,311,593

Basic & Diluted Earnings per Share 0.11

2. DIVIDEND

In order to conserve resources, your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs. 10.71 Lacs during the year ended March 31, 2012 as compared to Rs. 1507.78 Lacs in the previous year. During the fiscal 2012, the company reported a Profit before tax of Rs.24,323 as compared to Rs.38.67 Lacs during the fiscal 2011.

4. DEMERGER

The High Court of Judicature at Bombay has approved the Scheme of Arrangement between Indelicate Capital Ventures Limited, the Demerged Company and Indelicate Capital Advisors Limited, the First Resulting Company and ICVL Chemicals Limited, the Second Resulting Company and ICVL Steels Limited, the Third Resulting Company vide its order dated 16th December, 2011.

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2012. There were no unclaimed or unpaid deposits as on 31st March, 2012.

6. DIRECTORS:

Mr. Siddharth Shah retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

7. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

8. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss 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 said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors have prepared the annual accounts, on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

VIPULJ MODI CHAIRMAN

Date : 27th August, 2012

Place : Mumbai


Mar 31, 2011

The Members of

INTELLIVATE CAPITAL VENTURES LTD

The Directors have pleasure in presenting the 28' Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2011.

1. FINANCIAL PERFORMANCE

(Amount in Rs.)

PARTICULARS FOR THE YEAR ENDED

31.03.2011 31.03.2010

Total Income 150,778,365 20,08,396

Total Expenditure 146,910,952 19,52,079

Profit / (Loss) for the year before tax & Prior 38,67,413 56,317

Period items

Provision For Tax

Current Tax 7,00,000 (9,000)

Deferred Tax 4,361 -

MAT Credit entitlement 48,468 -

Profit/ (Loss) for the year before Prior Period 31,14,584 47,317 items

Prior Period Adjustments 1,095 -

Profit / (Loss) after Tax 31,15,679 47,317

Add : Balance brought forward from last year (8,04,086) (8,51,403)

23,11,593 (8,04,086)

Less: Appropriations - -

Balance Carried to Balance Sheet 23,11,593 (8,04,086)

Basic & Diluted Earning per Share 4.41 0.10

2. DIVIDEND

Your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs.1507.78 Lacs during the year ended 2011 as compared to Rs.20.08 Lacs in the previous year. During the fiscal 2011, the company reported a Profit before tax of Rs.38.67 Lacs compared to Rs. 0.56 Lacs during the fiscal 2010. The Company is operating in four segments i.e. Consulting, Trading in Steel, Trading in Chemicals and Investments.

4. DEMERGER

The Board of Directors of the Company at its meeting held on 12th May, 2011 has, in-principle, approved the demerger of Advisory Division, Chemical Division and Steel Division of Intellivate Capital ventures Limited (the Demerged Company) into Intellivate Capital Advisors Limited (the First Resulting Company)l, ICVL Chemicals Limited (the Second resulting Company) and ICVL Steels Limited (the Third Resulting Company) respectively with effect from appointed date i.e. 1st April, 2011, subject to the requisite approvals including Shareholders, Creditors, Stock Exchanges, the HonTjle High Court of Bombay and other authorities, as may be required for the purpose. The Company has obtained in principal approval from BSE and is in process of filing application with High Court.

5. RIGHT ISSUE

Pursuant to Letter of Offer dated 26th February 2011 the Company has made right issue of 24,25,000 equity shares (Face Value : Rs.10/-) at a premium of Rs.40/- per share aggregating to Rs.1212.50 Lacs. The issue has been fully subscribed and the share has been allotted on 26 March 2010 to the applicants. The Company has received Rs.1212.50 Lacs pursuant to right issue till March 2011 and the same are utilized as under :

Particulars As on 30/06/2011

Rs. In Lacs

Projected Actual

Sources of Fund

Proceeds of Righ Issue 1,212.50 1,212.50

Internal Accruals 172.50 68.73

1,385.00 1,281.23

Expansion of the existing advisory business 100.00 -

Information Technology Systems 20.00 0.36

Strategic Investments in Companies and trading in 1,000.00 681.41 securities

General Corporate Purposes 250.00 (179.23)

Issue Expenses 15.00 9.13

Total 1,385.00 511.67

6. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2011. There were no unclaimed or unpaid deposits as on 31st March, 2011.

7. DIRECTORS:

Mr. Vipul J Modi retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

8. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the. conclusion of ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

9. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 3 83 A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

10. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

11. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss 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 said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors have prepared the annual accounts, on a going concern basis.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & on behalf of the Board of Directors

Sd/-

VIPULJ MODI

CHAIRMAN

Date : 27/08/2011

Place : Mumbai


Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report of the Company and the audited Annual Accounts for the year ended 31st March, 2010.

1. FINANCIAL PERFORMANCE

Amount in Rs.

PARTICULARS FOR THE YEAR ENDED

31.03.2010 31.03.2009

Total Income 20,08,396 1,451,737

Total Expenditure 19,52,079 1,367,628

Profit / (Loss) for the year

before tax & Prior Period items 56,317 84,109

Provision For Tax

Current Tax (9,000) (15,000)

MAT Credit entitlement - 48,468

Profit/ (Loss) for the year before Prior Period items 47,317 117,577

Prior Period Adjustments - 18

Profit / (Loss) after Tax 47,317 117,595

Add : Balance brought forward from last year (8,51,403) (968,998)

(8,04,086) (851,403)

Less: Appropriations

Balance Carried to Balance Sheet (8,04,086) (851,403)

Basic & Diluted Earning per Share 0.10 0.47

2. DIVIDEND

Your Board of Directors has not recommended any dividend for this year.

3. REVIEW OF OPERATIONS

Total Revenues were Rs. 20.08 Lacs during the year ended 2010 as compared to Rs. 14.52 Lacs in the previous year. During the fiscal 2010, the company reported a Profit before tax of Rs 0.56 Lacs compared to Rs. 0.84 Lacs during the Fiscal 2009.

4. RIGHT ISSUE

Pursuant to Letter of Offer dated 26fth February 2010 the Company has made right issue of 24,25,000 equity shares (face value Rs.10/- each) at a premium of Rs.40/- per share aggregating to Rs.1212.50 Lacs. The issue has been fully subscribed and the share has been allotted on 26" March 2010 to the applicants. The Company has received Rs.303.13 Lacs as application money pursuant to right issue and the same are utilized towards right issue expenses of Rs. 9.13 lacs and balance amount towards investment in shares and securities

5. DEPOSITS

Your Company has not accepted or renewed any fixed deposits from the public, during the financial year ended 31st March, 2010. There were no unclaimed or unpaid deposits as on 31s1 March, 2010.

6. DIRECTORS :

Mrs. Leena Vipul Modi retires by rotation at the ensuing annual general meeting and being eligible, offers herself for re-appointment.

7. AUDITORS:

M/s. J. B. DUDHELA & CO., Chartered Accountants, auditors of the company retires at the conclusion of ensuing Annual General Meeting and offer themselves for re- appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

8. SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to the provisions of Section 383A of the Companies Act, 1956 the necessary Secretarial Compliance Certificate is attached herewith.

9. STATEMENT UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 :

There was no employee drawing the remuneration of or over the limit as prescribed under the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended to date. Hence, the statement of particulars of employees as prescribed under that section is not annexed herewith.

10. STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956 :

Pursuant to the provisions contained in sub-section (2AA) of Section 217 of the Companies Act, 1956, your directors state -

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

b) that the directors have selected such accounting polices 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 or loss 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 said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) that the directors have prepared the annual accounts, on a going concern basis.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The Company did not have any activity related to conservation of energy, technology absorption. There was neither Foreign Exchange Earning nor Foreign Exchange outgo during the year under review.

For & on behalf of the Board of Directors

sd/-

VIPUL J MODI

CHAIRMAN

Date : 15/07/2010 Place : Mumbai

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