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Directors Report of Inventure Growth & Securities Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 20thAnnual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31 st March, 2015.

Financial highlights

I. Consolidate Financial Information : (Rs In Lacs)

For the year ended

Particulars March 31,2015 March 31, 2014

Gross Income 3447.98 2077.21

Profit Before Depreciation, 1873.52 404.19 Interest & Tax

Less: Depreciation 130.63 96.52

Interest 473.72 302.23

Profit Before Tax 1269.18 5.44

Current Tax 245.43 91.31

Deferred Tax 1.10 -64.14

Net Profit /(Loss)(after 1022.15 (21.73) Minority Interest)

Add: Profit brought 1744.72 1766.45 forward from earlier years

Adjustment arising on consolidation 0 0.05

Profit available for appropriation 2766.88 1744.72

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax - -

General Reserve - -

Statutory Reserve 145.00 0

Balance carried to Balance sheet 2621.88 1744.72

Basic and Diluted Earnings Per Share 1.22 (0.03)

II Standalone Financial Information:

(Rs. In Lacs)

For the year ended

Particulars March 31,2015 March 31,2014

Gross Income 2002.78 1430.86

Profit Before Depreciation, 738.60 290.63 Interest & Tax

Less: Depreciation 119.20 85.48

Interest 208.94 204.22

Profit Before Tax 410.46 0.93

Current Tax 82.00 31,00

Deferred Tax 44,43 2.97

Net Profit/( Loss) 284.03 (33.04)

Add: Profit brought forward 451,53 484.58 from earlier years

Profit available for appropriation 735.56 451.53

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax

General Reserve - -

Balance carried to Balance sheet 735.56 451.53

Basic and Diluted Earnings Per Share 0.34 (0.04)

1. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S

AFFAIR

During the previous year our Revenue has increased up to Rs, 1081.53. Profit before tax also increased up to Rs. 1269.18 for the financial year.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the previous year the company has not made any changes in its nature of business.

3. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014 -2015.

4. TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company proposes to transfemo amount to General Reserve.

5. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements which shall be laid before the ensuing 20TH Annual General Meeting of the Company along with the Company's financial statement under-sub section (2) of Section 129 i.e. Standalone Financial Statement of the Company.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the Consolidated financial statements of the Company form part of this Annual Report

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the Company has made profit of Rs. 284 Lacs as compared to previous year loss of Rs. 33 Lacs.

b. Future Prospects including constraints affecting due to Government policies

We expect the capital markets to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

7. NUMBER OF BOARD MEETINGS:

The board met 5 times on the following dates during the financial year 2014-2015.

Number of BM Dates

1st 27.05.2014

2nd 14.08.2014

3rd 12.11.2014

4th 10.02.2015

5th 23.03.2015

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The detail information on the meetings of the Board are included In the report on Corporate Governance which forms part of the Annual Report.

8. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION186

The particulars of loans, guarantees and investments have been disclosed in the financial statements in note no. 13 & 14 which forms part of the Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed and resigned in the Company.

Appointments

Mr. Kanji B. Rita who was appointed as a Whole Time Director and Mrs. Shilpa V. Solanki who was appointed as an Independent Director by the Board of Directors on the recommendation of Nomination and Remuneration Committee on 12th November 2014 and 23rd March 2015 respectively,holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment.

Re-appointments

As per the provisions of Section 152(6) the Companies Act, 2013 Mr. Kamlesh S. Limbachiya, Whole Time Director retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Resignations

During the Year None of The Directors have resigned from the Directorship of the Company. However, he term of appointment Mr. Nagji K, Rita got expired as on 31.03.2015 and he has been redesignated as Chairman & Director.

Appointment of the Key Managerial Personnel

During the period under review the Company has appointed the following personnel as Key Managerial Personnel of the Company:

Sr. No. Name of the Person Designation

1 Mr. Kamlesh S. Limbachiya Whole Time Director

2 Mr. Arvind Gala CFO

3 Mrs. Bhavi R. Gandhi Company Secretary

10. BOARD EVALUATION

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process

11. FAMILIARIZATION PROGRAMME

The Company have conducted various session during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programmes being organized by various regulators/bodies/lnstitution on above matters.

12. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

Sr. No. Name of the Member Designation

1 Deepak Vaishnav Chairman

2 Ajay Khera Member

3 Bharat P. Shah Member

4 Nagji K. Rita Member

5 Kamlesh Limbachiya Member

The above composition of the Audit Committee consists of independent Directors viz., Deepak Vaishnav, Ajay Khera & Bharat P. Shah who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The details of the Whistle Blower Policy is explained in the corporate Governance Report and is also displayed on the website of the Company.

14. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

16. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Director's report i.e. 13th August, 2015

17. DETAILSOF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to section 2(85), we have following subsidiary companies:

1. Inventure Finance Private Limited .

2. Inventure Merchant Banker Services Private Limited

3. Inventure Commodities Limited

4. Inventure Wealth Management Limited

5. Inventure Insurance Banking Services Private Limited

The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC -1 is furnished in Annexure Aand is attached to this report.

18. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblinkwww.inventuregrowth.com

19. AUDITORS Statutory Auditors

The term of office of M/s PHD & Associates, Chartered Accountants having firm Registration N0.11236W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company .The Board of directors of the company have, subject to the approval of members, decided to appoint Statutory Auditors M/s PHD & ASSOCIATES, Chartered Accountants, having firm registration No. 11236W pursuant to Section 139 of the Companies Act, 2013 .M/s PHD & ASSOCIATESare proposed to be appointed as Statutory Auditors for a period of Five years from the conclusion of Twentieth AGM till the conclusion of Twenty fifth AGM subject to ratification by members in every AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed D. M. Zaveri & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure B.

Internal Auditors

The Company continues to engage SHAH & RAMAIYA CHARTERED ACCOUNTANTS as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks made the either by the Auditors in their respective reports for the Financial Year ended 31st March,2015.

However the Secretarial Audit Report for the financial year ended 31stMarch, 2015 has an observation regarding amount to be spent as required under Section 135(5) of the Act for CSR Activities and explanation regarding the same is given in the heading'Corporate Social Responsibility'.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors state that

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

b. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 and of the profit and loss of the company for the year ended March 31, 2015.

c. Proper and sufficient care has been taken for the maintenance of adequate accounting records in * accordance with the provision of the Companies Act, 2013 for safeguarding assets of the company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis

e. Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively;

f. Proper system are devised to endure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, the extract of Annual Return as on 31st March, 2015 forms part of this Report as Annexure C.

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

The particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8of the Companies (Accounts) Rules, 2014in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure Dand is attached to this report

25. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. Details of the Vigil Mechanism policy are made available on the Company's website www.inventuregrowth.com

26. COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Risk Management Committee

(5) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year are provided in the report on Corporate Governance forms part of the Annual Report

27. RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigating steps. The committee will, on a quarterly basis, provide status updates to the Board of Directors of the company.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the Chairmanship of Mr.Kamlesh S. Limbachiya; has also been constituted to oversee the risk management process in the Company

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

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Bharat P. Shah, Independent Director. The other members of the Committee are Mr. Nagji K. Rita and Mr. KamleshS. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link www.inventuregrowth.com Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in Annexure E and forms part of this report.

The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalizing this report as the time was too short to identify suitable projects in line of the CSR policy and Company's philosophy regarding responsibility as Corporate citizen.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, BD14 annexed herewith as AnnexureF.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 60 lac per annum or Rs.

5 lac per month during the year ended March 31, 2015.

The Company has not paid any remuneration to its Non Executive Directors, except sitting fees for attending the meetings of the Board and Committee there of during the FY 2014-15. The details of the same is provided in the corporate governance Report forms part of the Annual Report.

30. OBLIGATION OF COMPANY LINDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-15, no complaints were received by the Company related to sexual harassment.

31. DEPOSITS (UNDERCHAPTER V):

We had not accepted any deposit from public during the year under review.

32. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SHARES WITH DIFFERENTIAL VOTING RIGHTS

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

d.EMPLOYEES STOCK OPTION PUN

The Company has not provided any Stock Option Scheme to the employees.

e. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

No Preferential Issue of warrants convertible into Equity Shares were issued during the year under review.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon.

35. ACKNOWLEDGEMENTS

The Board appreciates and places on record the contribution made by the employees during the year under review and the support received from the parent company. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, medical fraternity and business partners.

For Inventure Growth & Securities Limited

Place; Mumbai Date: 13.08.2015

Kanji B. Rita Kamlesh & Limbachiya (Managing Director) (Whole -Time Director)




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth annual report together with the audited accounts of your Company for the year ended March 31, 2014.

Financial highlights

I. Consolidate Financial Information :

(Rs. In Lacs)

For the year ended

Particulars March 31, 2014 March 31, 2013

Gross Income 2077.21 3541.22

Profit Before Depreciation, 404.19 1653.42 Interest & Tax

Less: Depreciation 96.52 102.98

Interest 302.23 615.13

Profit Before Tax 5.44 935.31

Current Tax 91.31 226.85

Deferred Tax 64.14 2.59

Net Profit /(Loss)(after (21.73) 710.76 Minority Interest)

Add: Profit brought forward 1766.45 1145.2 from earlier years

Adjustment arising on consolidation 0.05 0.51

Profit available for appropriation 1766.45 1855.45

Appropriations

Proposed Dividend - -

Interim Dividend - -

Dividend Tax - -

General Reserve - -

Statutory Reserve - 89.00

Balance carried to Balance sheet 1766.45 1766.45

Basic and Diluted Earnings Per Share (0.03) 0.85

I . Standalone Financial Information of Inventure Growth and Securities Limited: (Rs. In Lacs)

For the year ended Particulars March 31, 2014 March 31, 2013

Gross Income 1430.86 2137.45

Profit Before Depreciation, 290.63 683.75 Interest & Tax

Less: Depreciation 85.48 97.91

Interest ~ 204.22 310.07

Profit Before Tax 0.93 275.77

Current Tax 31.00 74.60

Deferred Tax 2.97 1.99

Net Profit/(Loss) (33.04) 199.17

Add: Profit brought forward 484.58 285.40 from earlier years

Profit available for appropriation 451.53 484.58

Appropriations

Proposed Dividend - - Interim Dividend - -

Dividend Tax - -

General Reserve - -

Balance carried to Balance sheet 451.53 484.58

Basic and Diluted Earnings Per Share (0.04) 0.24

DIVIDEND:

During the year no dividend is declared by the Company.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year there were no changes in the Capital Structure of the Company so the Capital Structure of the Company is as follows:

Authorised Capital of Rs100,00,00,000/-(Rupees One hundred Crores Only) comprises of 10,00,00,000 (TEN Crores Only) Equity Shares of Rs.10/- each.

Paid up capital is Rs. 84,00,00,000/-(Rupees Eighty Four Crores Only) comprises of 8,40,00,000 (Eight Crores Forty Lacs Only) Equity Shares of Rs. 10/- each

The Shares of the Company got listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 4th August, 2011 and MCX-SX Stock Exchange Limited as on 4th December, 2013.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2014.

SUBSIDIARY COMPANIES

As at March 31, 2014, the Company has following Subsidiary Companies:

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Pursuant to Clause 49 of the Listing Agreement, the Company has appointed Shri. Bharat Popatlal Shah as Independent Director on the Board.

In accordance with the Provisions of Section 149 of the Companies Act,2013(the Act), the approval of the members for appointment of the aforesaid person as Independent Director for the purpose of the Act is sought in this annual General Meeting the necessary resolution for the appointment of independent Director is set out in the Notice convening the AGM.

Shri Harilal B. Rita and Shri Virendra D. Singh Non-Executive directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration as per monetary ceiling under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of energy, technology absorption. foreign exchange earnings and outgo

A. Conservation of energy

a. Energy Conservation measures taken - The operation of your company are not energy intensive.

b. Additional investments and proposal, if any, being implemented for reduction of consumption of energy - Not Applicable in view of the nature of the activity carried on by the company.

c. Impact of the measures taken at (a) & (b) above for reduction of energy consumption & consequent & impact on the cost of production of goods - Not Applicable in view of the nature of the activity carried on by the company.

d. Total energy consumption & energy consumption per unit of production as per form A to the annexure to the rules in respect of industries specified in the schedule thereto - Not Applicable in view of the nature of the activity carried on by the company.

B. TECHNOLOGY ABSORPTION:

Not Applicable in view of the nature of the activity carried on by the company.

AUDITORS'' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, Auditors of the Company, hold the office till the conclusion of this Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed there under, it is proposed to appoint M/s. PHD & Associates, Chartered Accountants, as the Auditors of the

Company from the conclusion of this Meeting till the conclusion of the Next Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

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

2. that 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 under review and of the profit of the Company for the year;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4363], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2014

ACKNOWLEDGEMENT

The Board of Directors wish to acknowledge the continued support and co-operation e extended by the Securities Exchange Board of India, Reserve Bank of India, Stock Exchanges, Commodity Exchanges, Ministry of Corporate Affairs, Forwards Market Commission, Other Government Authorities, Banks and other Stake holders. Yours Directors would also like to take this opportunity to express their expression for the dedicated efforts of the employees of the Company.

For and on Behalf of the Board of Directors

Nagji K. Rita Registered Office:

Chairman & Managing Director 201, 2nd Floor, Date: 14.08.2014 Viraj Towers, Place: Mumbai Near Landmark, Western Express Highway, Andheri - East, Mumbai - 400 069.


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Seventeenth annual report together with the audited accounts of your Company for the year ended March 31, 2013.

Financial Results

(Rs. In Lacs)

For the year ended Particulars March 31, March 31, 2013 2012

Gross Income 2137.45 2958.83

Profit Before Depreciation, Interest & Tax 683.75 1323.02

Less: Depreciation 97.91 106.09

Interest 310.06 388.71

Profit Before Tax 275.77 828.22

Provision for Tax 74.60 255

Deferred Tax 1.99 6.18

Net Profit 199.17 567.04

Add: Profit brought forward from earlier years 285.40 262.43

Profit available for appropriation 484.57 829.47

Appropriations

Proposed Dividend - -

Interim Dividend - 210.00

Dividend Tax - 34.07

General Reserve - 300.00

Balance carried to Balance sheet 484.57 285.40

Basic and Diluted Earning Per Share 0.24 0.76



Review of Operations

During the year, the Company has achieved a Turnover of 35139.529 Crores in terms of volume in the Capital Market, Future & Option and Currency Derivatives Segments of Bombay Stock Exchanges Ltd., National Stock Exchange of India Ltd. and MCX Stock Exchange Ltd .

Gross Brokerage and Commission Income decreased by 24.57% to Rs.1089.23 lacs (Previous Year Rs. 1444.03 lacs )

Total Income from Operations decreased by 32.14 % to Rs. 1583.29 Lacs.

Profit after Tax (PAT) for the year was Rs. 199.17 Lacs as against Rs. 567.04 Lacs in previous year.

Detailed information on operational and financial performance is given in the Management Discussion and Analysis Report, which is annexed to the Directors Report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year under review, The Company has issued 63,00,000 Equity Shares as Bonus to the Shareholders of the Company in the ratio of 3:1 i.e. 3 new Equity Shares for every 1 Equity Share held, at the rate of Rs. 10/- per share which amounts to Rs 63 Crores. Thus, the Paid-up Share Capital of the Company stands increased to Rs. 84.00 Crores as against Rs 21.00 Crores in the previous year.

Fixed Deposits

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2013.

Subsidiary Companies

As at March 31, 2013, the Company has following Subsidiary Companies:

Inventure Finance Private Limited Non- Banking Financial Company registered with Reserve Bank of India

Inventure Commodities Limited Registered member of MCX, NCDEX,

NSEL and NMCE, dealing in commodities.

Inventure Wealth Management Limited The Company deals into providing

investment advisory services, financial planning and distribution of structured products, debt products, fixed deposits and mutual funds to HNI and retail clients.

Inventure Insurance Broking Private Limited The Company has a team of IRDA

certified advisors who cater the varied needs of customers in both life and general insurance space offered by major insurance companies in India.

Inventure Merchant Banker Services Private Limited

Business of Investment Banking and Merchant Banking in all its aspects, to Act as Lead Managers, Syndicate Member, Sub-Syndicate Member, Investment Advisors and Counsellors, Financial Advisors, Underwriters, Managers to Issues and offers, whether by way of public offer or otherwise of Securities.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Shri Pravin Gala, Shri H.M. Gajbhiye directors of the Company retire by rotation at the ensuing Annual General Meeting and eligible for re-appointment.

A brief resume of the Directors seeking re-election provided in Annexure attached to the Report.

PARTICULARS OF EMPLOYEES

The Company doesn''t have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY,TECHNOLOGYABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

The requirement of disclosure, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the steps taken for conservation of energy and technology absorption is not applicable to the Company as the Company does not own any manufacturing facility.

AUDITORS'' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting, has requested to consider their re-appointment at the ensuing AGM of the Company. A Certfiicate from the Auditors has been received to the effect that their re - appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

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

2. that 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 under review and of the profit of the Company for the year;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4363], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2013 is attached to this report for information of the Members.

ACKNOWLEDGEMENT

It is often normal to see a Company''s Board being credited for its stellar performance. However, Your Company''s Directors feel that they are simply the representatives of the myriad forces that architected the success of your Company, and therefore richly extend their appreciation to each and every such individual and entity. Specifically, the Board places on record its appreciation to the shareowners who kept their belief up and high in the Company, and allowed it to work with independence for the overall good, while offering their advice, guidance and opinion at each critical juncture. Same for the Company''s bankers who held consistent and strong belief in the Company''s Board, management and business approach and funded its requirements appropriately to ensure smooth working. Special note goes out to all the team members of the Company, who believed in the values and vision of the Company and worked cohesively to realize its objectives, unmindful of the challenges in the way. The Board warmly thanks the regulatory bodies, government departments, auditors, shareholders, financial institutions, vendors and all business associates of the Company for helping it navigate successfully. Lastly, but not the least, a big vote of thanks goes out to the Company''s customers who chose us repeatedly over others, appreciating our services while dismissing small lapses that may have occurred unintentionally.



For and on Behalf of the Board of Directors



Nagji K. Rita

Chairman & Managing Director



Date: 12/08/2013

Place: Mumbai



Registered Office:

201, 2nd Floor, Viraj Towers,

Near Landmark,

Western Express Highway,

Andheri - East,

Mumbai - 400 069.


Mar 31, 2012

The Directors have pleasure in presenting the Seventeenth annual report together with the audited accounts of your Company for the year ended March 31, 2012.

Financial highlights

Consolidate Financial Information:

(Rs. In Lacs)

For the year ended Particulars March 31, 2012 March 31, 2011

Gross Income 4143.57 4257.62

Profit Before Depreciation, Interest & Tax 2242.23 1889.37

Less: Depreciation 109.00 124.52

Interest 935.09 828.45

Profit Before Tax 1198.14 936.40

Provision for Tax 370.40 320.30

Deferred Tax 6.50 (2.78)

Net Profit (after Minority Interest) 824.92 621.21

Add: Profit brought forward from earlier years 900.61 747.61

Adjustment arising on consolidation (3.26) -

Profit available for appropriation 1722.27 1368.82

Appropriations

Proposed Dividend - 140.00

Interim Dividend 210.00 -

Dividend Tax 34.07 22.71

General Reserve 300.00 300.00

Statutory Reserve 33.00 5.50

Balance carried to Balance sheet 1145.20 900.61

Basic and Diluted Earnings Per Share 4.41 4.44

II Standalone Financial Information of Inventure Growth and Securities Limited:



(Rs. In Lacs)

For the year ended Particulars March 31, 2012 March 31, 2011

Gross Income 2958.83 3614.70

Profit Before Depreciation, Interest & Tax 1323.02 1415.79

Less: Depreciation 106.10 121.95

Interest 388.71 477.59

Profit Before Tax 828.22 816.25

Provision for Tax 255 265.00

Deferred Tax 6.18 (2.63)

Net Profit 567.04 553.88

Add: Profit brought forward from earlier years 262.43 171.26

Profit available for appropriation 829.47 725.14

Appropriations

Proposed Dividend - 140.00

Interim Dividend 210.00 -

Dividend Tax 34.07 22.71

General Reserve 300.00 300.00

Balance carried to Balance sheet 285.40 262.43

Basic and Diluted Earning Per Share 3.03 3.96

DIVIDEND

Yours Directors recommended interim dividend of Re.1 per share of face value of Rs.10 each to the shareholders of the Company in April .2012

CHANGE IN CAPITAL STRUCTURE AND LISTING OF EQUITY SHARES

During the year under review, 70,00,000 Equity Shares of Rs.10/- each at a price of Rs. 117/- per equity share (including premium of Rs.107/- per equity share) aggregating to Rs. 81.90 Crores were allotted pursuant to Initial Public Offer (IPO) of the Company. Thus, the Paid-up Share Capital of the Company stands increased to Rs.21.00 Crores as against Rs.14.00 Crores in the previous year.

The Shares of your Company got listed at Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 4th August, 2011.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet for the year ended 31 March, 2012.

SUBSIDIARY COMPANIES

As at March 31, 2012, the Company has following Subsidiary Companies:

Inventure Finance Private - Non- Banking Financial Company Limited registered with Reserve Bank of India (RBI) and classified as Loan Company

Inventure Commodities Limited - Registered member of MCX, NCDEX, NSEL and NMCE - dealing in commodities. The Company undertakes commodity broking activities.

Inventure Wealth Management - The Company deals into providing Limited investment advisory services, financial planning and distribution of structured products, debt products, fixed deposits and mutual funds to HNI and retail clients.

Inventure Insurance Broking - The Company has a team of Private Limited IRDA certified advisors who cater the varied needs of customers in both life and general insurance space offered by major insurance companies in India.

Inventure Merchant Banker - Business of Investment Banking and Service Private Limited Merchant Banking in all its aspects, to Act as Lead Managers, Syndicate Member, Sub-Syndicate Member, Invest- ment Advisors and Counsellors, Financial Advisors, Underwriters, Managers to Issues and offers, whether by way of public offer or otherwise of Securities.

FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

DIRECTORS

Shri Arun N. Joshi , Shri Deepak M. Vaishnav and Shri Ajay Khera directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Shri Arun N. Joshi, Shri Deepak M. Vaishnav and Shri Ajay Khera, were appointed as Additional Directors w.e.f 24th December, 2009 .They hold office upto the date of ensuing Annual General Meeting. They are eligible for appointment as Directors of the Company.

The Company has received notices in writing from Members proposing the candidature for the office of Directors under the provision of Section 257 of the Companies Act, 1956, for Shri Harilai B. Rita , Shri. Dilip C. Shah.

A brief resume of the Directors seeking re-election and also of the Directors appointed during the year is provided in Annexure attached to the Report.

PARTICULARS OF EMPLOYEES

The Company doesn't have any employee drawing remuneration as per monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

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

The requirement of disclosure, in terms of Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to the steps taken for conservation of energy and technology absorption is not applicable to the Company as the Company does not own any manufacturing facility.

Foreign Exchange Earning and Outgo (Rupees in Lacs)

Sr. No. Particular Current year Previous year

1 Foreign Exchange earned NIL NIL

2 Foreign Exchange outgo NIL NIL

AUDITORS' REPORT

Observations made by the Auditor in their Report, have been appropriately dealt with in the notes forming part of the accounts for the year, which are self-explanatory and therefore do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. PHD & Associates, Chartered Accountants, who retires on the conclusion of this Annual General Meeting, has requested to consider their re-appointment at the ensuing AGM of the Company. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such an appointment within the meaning of sub section (3) and (4) of Section 226 of the Companies Act, 1956.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA), the Directors of the Company confirm the following: -

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

2. that 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 under review and of the profit of the Company for the year;

3. that 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;

4. that the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The report on Corporate Governance together with the certificate from M/s. D.M. Zaveri & Co, Practicing Company Secretary [FCS No.4364], confirming the compliance of the Corporate Governance is attached to this report for information of the Members.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of financial condition

and results of operations of the Company is given as a separate statement forming part of this Annual Report.

CEO/CFO Statement

The CEO/CFO certification of the financial statements for the year ended 31st March, 2012 is attached as Annexure to the report.

ACKNOWLEDGEMENT

It is often normal to see a Company's Board being credited for its stellar performance. However, Your Company's Directors feel that they are simply the representatives of the myriad forces that architected the success of your Company, and therefore richly extend their appreciation to each and every such individual and entity. Specifically, the Board places on record its appreciation to the shareowners who kept their belief up and high in the Company, and allowed it to work with independence for the overall good, while offering their advice, guidance and opinion at each critical juncture. Same for the Company's bankers who held consistent and strong belief in the Company's Board, management and business approach and funded its requirements appropriately to ensure smooth working. Special note goes out to all the team members of the Company, who believed in the values and vision of the Company and worked cohesively to realize its objectives, unmindful of the challenges in the way. The board warmly thanks the regulatory bodies, government departments, auditors, financial institutions, vendors and all business associates of the Company for helping it navigate successfully. Lastly, but not the least, a big vote of thanks goes out to the Company's customers who chose us repeatedly over others, appreciating our services while dismissing small lapses that may have occurred unintentionally.

For and on Behalf of the Board of Directors

Nagji K. Rita

Chairman & Managing Director

Date: 14/08/2012

Place: Mumbai

Registered Office: 201, 2nd Floor, Viraj Towers,Western Express Highway, Andheri - East,Mumbai - 400 069.

 
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