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Directors Report of Intellivate Capital Ventures Ltd.

Mar 31, 2023

The Directors are pleased to present the 40th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

1. FINANCIAL RESULTS:

(Amount in Lakhs)

S. No.

Particulars

STANDALONE

CONSOLIDATED

Current Year ended 31st March, 2023

Previous Year ended 31st March, 2022

Current Year ended 31st March, 2023

1.

Revenue from Operations

49.15

-

6172.64

2.

Other Income

285.95

6.12

386.64

3.

Total Income

335.10

6.12

6559.28

4.

Employee Benefit Expense

15.78

4.49

1315.09

5.

Finance Cost

117.14

-

530.97

6.

Other Expenses

29.48

25.22

4347.06

7.

Total Expenses

162.40

29.71

6193.12

8.

Profit / (Loss) before Tax & Exceptional Items

172.70

(23.59)

366.16

9.

Exceptional items

-

-

83.77

10.

Profit before tax

172.70

(23.59)

449.93

11.

Tax Expense

43.70

(2.95)

102.21

12.

Profit before Comprehensive income

129.00

(20.64)

347.72

13.

Other Comprehensive Income

-

-

(15.51)

14.

Profit/(Loss) for the Year

129.00

(20.64)

332.21

15.

EPS

0.37

(0.07)

0.94

2. OPERATIONAL PERFORMANCE:

STANDALONE

Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31st March 2023 amounted to Rs.49.15 Lakhs and earned a net profit of Rs.129.00 Lakhs for the F.Y 202223 as against net loss of Rs.20.64 Lakhs in F.Y 2021-22.

CONSOLIDATED

During the year under review, the Revenue from Operations of the Company on a consolidated basis amounted to Rs.6172.64 Lakhs. The operations resulted in a net profit of Rs.332.21 Lakhs to the company for F.Y. 2022-2023.

3. PREFERENTIAL ISSUE OF WARRANTS

Post the closure of the year under review, the Company has issued 91,96,935 Convertible Equity Warrants on Preferential basis pursuant to the resolutions passed by the Board of Directors on 07th July, 2023 and subsequent to obtaining approval from the company''s members on 2nd August, 2023 to the Promoters/Other non-promoter persons at a price of '' 25/- each (including premium of Rs. 24/- per share).

Furthermore, The Company has also submitted an application for in-principle approval to the Bombay Stock Exchange (BSE) for this issuance and the said warrants will be converted into equity shares of the Company within 18 months from the date of Allotment.

4. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The financial performance of the subsidiaries are discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual Report as Annexure I.

In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company''s website and also open for inspection by any Member at the Company''s Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or by any Member of its Subsidiary, who may be interested in obtaining the same.

5. DIVIDEND:

During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31,2023 as the Company requires ploughing back of the profits to the working capital of the Company and expects better results in the coming years.

6. TRANSFER TO RESERVES:

Out of the amount of Rs.1312.9 Lakhs available for appropriation your Board approved transfer of Rs.1183.9 Lakhs to Securities Premium Reserves and the remaining amount of Rs.129 Lakhs in the Retained Earnings.

7. CAPITAL STRUCTURE OF THE COMPANY:

Share Capital Structure of the Company at the beginning of Financial year:-

S. No

Particulars

Equity Shares

Preference Shares

1.

Authorised Share Capital

15,00,00,000

-

2.

Paid Up Share Capital

2,91,00,000

-

3.

Value per Share

1

-

AUTHORISED SHARE CAPITAL

During the Financial year under review, there has been no change in Authorized Share Capital of the company except Reclassification in the Authorized Share Capital of the Company from 15,00,00,000 /- (Rupees Fifteen Crore only) comprising of 15,00,00,000 equity shares of Rs.1 each, reclassified to;

a) Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 1/- (Rupee One) each and

b) Rs. 5,00,00,000/- (Rupees Five Crore only) divided into 5,00,00,000 (Five Crore ) Preference Shares of Rs. 1/- (Rupees One) each.

PAIDUP SHARE CAPITAL

• Equity Share Capital

During the financial year under review, with the consent of Members of the Company, 1,39,28,226/-(One Crore Thirty Nine Lacs Twenty Eight Thousand Two Hundred Twenty Six Only) equity shares of the face value of Rs.1/- (Rupees One Only) each were offered and allotted on preferential basis.

The aforesaid equity shares were listed and admitted to dealing on the Stock Excanges from 06th December, 2022.

• Preference Share Capital

During the financial year under review, with the consent of Members of the Company, 3,32,91,901 (Three Crores Thirty Two Lacs Ninety One Thousand Nine Hundred and One Only), 10% Redeemable Non-Convertible Non-Cumulative Preference Shares (“RNCPS”) of face value of Rs.1/- each (Rupees One only) were offered and allotted on a Private placement basis.

Share Capital Structure of the Company at the end of Financial year:-

S. No

Particulars

Equity Shares

Preference Shares

1.

Authorised Share Capital

10,00,00,000

5,00,00,000

2.

Paid Up Share Capital

4,30,28,226

3,32,91,901

3.

Value per Share

1

1

8. DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2023, 4,30,17,226 Equity Shares representing 99.97 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE512D01028.

The Equity shares of the Company are listed on BSE Limited.

9. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2022, September 30th, 2022, December 31st, 2022 and March 31st, 2023 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.

The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.

10. CHANGE OF REGISTERED OFFICE

During the financial year under review, the company did not changed its Registered Office.

However, after the financial year the company has changed the registered office of the Company:

From 1104, A Wing, Naman Midtown, 11th Floor Senapati Bapat Marg, Prabhadevi Mumbai-400013 to 120, SV Road, Reporters Bungalow Near Shopper''s Stop Opp. Bata, Ground Floor, Andheri West, Mumbai-400058 with effect from 07th July, 2023.

11. MANAGEMENT DISCUSSIONS AND ANALYSIS:

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.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

13. CHANGE IN NATURE OF BUSINESS:

During the Financial Year under review, the board of director in its meeting held on 20 May, 2022 has proposed to change the main object of the company. Subsequently, with the approval of the members, company has changed its main object of the company and ventured into the Restaurant and Food Service industry.

Considering the size and market opportunity available in the Indian Food Service Market and for the Company''s business growth, sustainability and to enhance earnings, the board shortlisted few best suitable opportunities available with the Company for acquisition of a Restaurant and Food Service Business.

14. 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.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

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 Financial Statements for the year ended 31st March, 2023, 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 Financial Statements 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.

16. 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 is Rs. 4,30,28,226 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.

17. 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 Lakhs)

Particulars

Year ended 31st March, 2023

Year ended 31st

March, 2022

Foreign exchange earning

Nil

Nil

Foreign exchange Outgo

Nil

Nil

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company''s website under the web link www.intellivatecapitalventures.in.

Details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in notes to the Financial Statements.

19. AUDITORS AND THEIR REPORT:(I) STATUTORY AUDITORS:

M/s K.J Shah & Associates. (Firm Registration No. 127308W), Chartered Accountants, were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the 34th AGM held to hold office till the conclusion of 39th AGM of the Company.

On August 13, 2022, M/s K.J. Shah & Associates, Chartered Accountants, resigned from their position as the auditors of the company, as their tenure has ended during the 39th Annual General Meeting (AGM) of the Company.

The Board appointed M/s Walker Chandiok & Co. LLP, as new Statutory Auditor of the Company for a period of five years with the consent of the members of the Company until the conclusion of the 44th Annual General Meeting to be held for the financial year 2026-27.

The Statutory Auditors'' Report on the Standalone Financial Statements and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are selfexplanatory and therefore do not call for any further comments. The Audit report for the FY 2022-23 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

(II) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s Chatterjee & Chatterjee, Chartered Accountants (FRN: 001109C), to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2023.

(III) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s K. Rahul & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2023.

The Secretarial Audit Report given by M/s K. Rahul & Associates, Practising Company Secretaries, in Form MR-3, for the Financial Year 2022-23 is annexed to this report as Annexure III. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report.

20. PARTICULARS OF EMPLOYEES AND 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.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure -IV to this Report.

21. 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.

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, if a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has Subsidiary company and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017.

The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report. In accordance with Section 129 of the Companies Act, 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing Annual General Meeting along with the Financial Statements of the Company.

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: As on 31.03.2023, Composition of Board and KMPs were as under:

Name

Designation

Mr. Anubhav Dham

Non-Executive Director

Ms. Anamika Dham

Non-Executive Director

Ms. Aarti Jain

Non-Executive Director

Mr. Amit Gupta

Non-Executive Independent Director

Ms. Sehar Shamim

Non-Executive Independent Women Director

Mr. Manish Makhija

Chief Financial Officer

Mr. Narender Kumar Sharma

Company Secretary & Compliance Officer

Appointments & Cessations during the Financial Year 2022-23:

Name

Designation

Change

Mr. Manish Makhija

Chief Financial Officer

• Appointed as Chief Financial Officer of the company on 20th of May, 2022

Appointments & Cessations after the end of Financial Year i.e., March 31, 2023 till the date of this Report:

There were no other appointments/ resignations of Directors/KMP after the financial year.

23. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Ms. Anamika Dham, (DIN: 02656824) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

24. INDEPENDENT DIRECTORS DECLARATION:

The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made thereunder and Regulations 16 & 25 of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and their names in the data bank of Independent Directors are maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.

25. 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, 07 (Seven) Board Meetings were convened and held on 20th May, 2022, 30th May, 2022, 13th August, 2022, 20th October, 2022, 05th November 2022, 14th November, 2022 and 14th February, 2023 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. Anubhav Dham

Non-Executive Director

7

7

Ms. Anamika Dham

Non-Executive Director

7

7

Ms. Arti Jain

Non Executive Director

7

7

Mr. Amit Gupta

Independent Director

7

7

Ms. Sehar Shamim

Independent Director

7

7

26. 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 20th October, 2022 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) AUDIT COMMITTEE:

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 2022-23, 06 (Six) meetings of Audit Committee were held n 20th May, 2022, 30th May, 2022, 13th August, 2022, 05th November, 2022, 14th November, 2022, 14th February

2023.

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 Director

Position

Meetings attended

Ms. Sehar Shamim

Chairman

6

Mr. Anubhav Dham

Member

6

Mr. Amit Gupta

Member

6

The Company Secretary acts 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 include the matters as specified under the Companies Act, 2013 and the rules made thereunder. The Committee acts as a link between the Statutory/Internal Auditors and the Board of Directors of the Company.

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 202223, 01 (One) meeting of NrC held on 20th May, 2022.

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 Director

Position

Meetings attended

Ms. Sehar Shamim

Chairman

1

Mr. Anubhav Dham

Member

1

Mr. Amit Gupta

Member

1

The Company Secretary acts 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, 2013 which are as follows:

a) Formulation of the 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) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

o use the services of an external agencies, if required;

o consider candidates from a wide range of backgrounds, having due regard to diversity; and o Consider the time commitments of the candidates.

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

d) 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.

e) 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.

f) 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

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

h) Carrying out any other function as prescribed under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 and rules made there under.

(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 2022-23, 02 (Two) meetings of Stakeholders Relationship Committee were held on 13th August, 2022.

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 Director

Position

Meetings attended

Ms. Sehar Shamim

Chairman

1

Mr. Anubhav Dham

Member

1

Mr. Amit Gupta

Member

1

The Company Secretary acts as the Secretary to the Committee.

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 year 2022-23 are as under:

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

27. ANNUAL PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the Individual Directors, the Chairman of the Company, etc pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

Outcome of the Evaluation

The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees'' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.

28. 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 specialisation 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.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.

30. DETAILS OF FRAUD REPORT BY AUDITOR:

There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.

31. COST AUDIT AND COST REPORT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate financial control system and framework in place to ensure: -

1. The orderly and efficient conduct of its business;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.

The internal auditors of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.

The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

33. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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.

During the year under review, the Company subscribed to Equity Share Capital in the following Companies:

34. INVESTMENT IN SUBSIDIARIES:

Name of The Company

Amount of capital Infused in Equity Shares (Rs. In Lakhs)

NIR Advisors Private Limited (w. e. f. 01st June 2022)*

11.00

Boutonniere Hospitality Private Limited (w. e. f. 05th November 2022)

4885.91

Barista Coffee Company Limited (w. e. f. 05th November 2022)

2,897.98

Welgrow Hotels Concept Private Limited (w. e. f. 05th November 2022)

10.00

Kaizen Restaurants Private Limited (w. e. f. 05th November 2022)

1.00

So Indulgent India Private Limited (w. e. f. 05th November 2022)

35.00

*During the Financial Year 2022-23, Intellivate Capital Ventures Limited acquired 1,10,000 (100%) Equity Shares with a face value of Rs.10/- each from the shareholders of NIR Advisors Private Limited at total purchase consideration of Rs 11 Lakhs. This acquisition made NIR Advisors Private Limited a wholly-owned subsidiary of Intellivate Capital Ventures Limited. However, on 14.02.2023, the Company decided to divest and dispose of its shares, thereby ending the status of NIR Advisors Private Limited as a wholly-owned subsidiary.

35. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The Company has following Subsidiary Companies as on March 31, 2023:

S. No.

Name of the Company

Status

% holding

Applicable Section

1.

BOUTONNIERE HOSPITALITY PRIVATE LIMITED

Subsidiary

95.55

2(87)

2.

BARISTA COFFEE COMPANY LIMITED

Step down Subsidiary

88.35

2(87)

3.

WELGROW HOTELS CONCEPT PRIVATE LIMITED

Step down Subsidiary

100

2(87)

4.

KAIZEN RESTAURANTS PRIVATE LIMITED

Step down Subsidiary

100

2(87)

5.

SO INDULGENT INDIA PRIVATE LIMITED

Step down Subsidiary

70

2(87)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the Subsidiary Companies.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of 31st March 2023 form part of the Notes to the financial statements provided in this Annual Report.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a mechanism through which all the stakeholders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle Blower Policy which has been approved by the Board of Directors of the Company and during the year under review the Company has not received any complaint(s) under the said policy.

38. 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.

39. POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31,2023, the Board had five members, three of whom are non-executive and non-independent director and two independent directors. One of the non-executive and non-independent director of the Board is woman.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website i.e. www.intellivatecapitalventures.in.

40. POLICY ON SEXUAL HARASSMENT

During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2022-23, no complaints was received by the committee.

41. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (‘IBC’):

During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.

42. ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at www.intellivatecapitalventures.in.

43. INVESTOR RELATIONS:

Your Company always endeavors to promptly respond to shareholders'' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors'' grievances.

44. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

45. 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.

46. 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.


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. [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.

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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