Directors Report of Indiaco Ventures Ltd.

Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, we present the 32nd Annual Report together with the Audited Statement of Accounts of Indiaco Ventures Limited ("the Company") and its subsidiaries for the year ended March 31, 2015.

1. Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Amount in Rupees)

Financial Year ended

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Total Income 3873600 3875560 3873600 4342402

Less: Expenditure 26594727 8868807 26792375 11619334

Profit/(Loss) Before (22721127) (4993247) (22918775) (7277292) Tax

Tax expenses including -- — — — deferred tax

Profit / (Loss) for (22721127)(4993247.00) (22918775) (7277292) the year

EPS (1.23) (0.27)

The Company has earned Rs.3873600/- as income during the year and expenses are Rs.26594727/- Compared to previous year, the loss has increased considerably.

3. DIVIDEND & RESERVES:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

Reserves

The Company has incurred losses and as such has not transferred any amount to reserves.

4. SHARE CAPITAL

The Authorized Capital is Rs. 130,000,000/- and paid-up capital is Rs. 37,073,570/-. The Company has not issued any capital during the year.

5. Directors and Key Managerial Personnel

Mr. Suresh Siddheshwar Ingale, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mr. Avinash Laxman Deshmukh and Mr. Mohan Genaji Parmar have been appointed as an Independent Directors for term of 5 years. Mrs. Umaraje Gangadharrao Patwardhan has been appointed as Woman Director.

Also, Mr. Suresh Ingale and Mrs. Tanuja Bhugra / Sapra has been appointed as Chief Financial Officer and Company Secretary with effect from 30/09/2014 and 30/03/2015 respectively.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto as Annexure 1. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) 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 loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis; and

(e) 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.

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

8. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under.

9. AUDITORS

M/s. V.C. Venkatraman & Associates, Chartered Accountants, Statutory Auditors of the Company having registration number FRN No. 111372W were appointed for the period of five years from the conclusion of Annual General meeting of 2013-2014 till the conclusion of the Sixth Annual General Meeting for the financial year ended 31st March 2019 subject to the ratification of the members at every general meeting. Accordingly, they hold office till the conclusion of the ensuing Annual general meeting; subject to ratification of their re-appointment by shareholders.

The Company has received a certificate from the statutory auditors to the effect that they are eligible for re- appointment in terms of Section 141 of the Companies Act 2013. If re-appointed, M/s. V.C. Venkatraman & Associates, Chartered Accountants shall hold office for the remaining term of four years from the conclusion of ensuing Annual General Meeting till the conclusion of fifth following Annual General Meeting for the financial year ended 31st March 2019. The Shareholders are requested to pass the necessary resolution enabling re-appointment of the Auditors as aforesaid.

9. AUDITORS' REPORT:

The Auditors' Report on the Accounts of the Company for the period under review is self - explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is not required as the Company has no employees who received the remuneration in excess of limits specified prescribed under section 197 of the Companies Act, 2013.

11. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting Of Independent Directors:

Independent Directors of the Company met on 5th September 2014 to review the performance of non- independent directors, the Board as a whole and the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board effectively and reasonably perform their duties

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance valuation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

13. DECLARATION BY AN INDEPENDENT DIRECTORS:

Both the independent directors of the Company have given declaration under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

14. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. MANAGERIAL REMUNERATION:

Disclosure as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not annexed as none of the directors draw any remuneration. The details of remuneration of KMP is separately given.

16. STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial

statement of a company's subsidiaries is given as Annexure 2.

Further, brief about the business of the each of the Subsidiaries are given hereunder:-

a. Indiaco Telecom Private Limited

b. Indiaco Healthcare Private Limited

c. Indiaco Capital Private Limited

d. Indiaco Advisors Private Limited

17. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. P.C. Dhamne & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-3 to this report. The report is self-explanatory and do not call for any further comments.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed an internal auditor of the Company for the year 2014-15. The internal auditors have reviewed the processes for safeguarding the assets of the Company and also reviewed the operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

19. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

20. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

21. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure 4 .

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: NIL

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.:

The Company has adopted adequate procedures for ensuring the internal financial controls. The Company adheres best practices for safeguarding its assets, the prevention and detection of frauds and errors and timely preparation of reliable and accurate financial information.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into related party transaction, hence the disclosure in Form AOC 2 is not required.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 of the Companies Act 2013, the provisions of Corporate Social Responsibility Committee are not applicable to the Company.

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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

Conservation of Energy:

Company's energy consumption is minimum. As the company is engaged in financial services sector. the directors have nothing significant to report under this head.

Technology Absorption, Adaptation and Innovation:

The company has not undertaken any research and development activity hence the directors have nothing significant to report under this head.

Research and Development:

The Company has not undertaken any R & D Activity in any specific area during the year under review, and hence no cost has been incurred towards the same.

28. ACKNOWLEDGEMENT:

Your Directors are placed on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company.

For and on behalf of the Board For INDIACO VENTURES LIMITED

Sd/- Sd/- Place: Pune (Gopal Patwardhan ) (Suresh Ingale) Date:05/09/2015 Managing Director Director DIN: 00086757 DIN: 2202394

---

Mar 31, 2014

Dear members,

The Directors present the Thirty First Annual Report of the Company together with the Audited Accounts for the year ended March 31,2014.

FINANCIAL RESULTS:

Amount in Rs.

Particulars 2013-14 2012-13

Total Income 3875560.00 1194812.00

Less: Expenditure 8868807.00 8100117.00

Profit/(Loss) Before Tax (4993247.00) (6905305.00)

Tax expenses including deferred tax --- ---

Profit / (Loss) for the year (4993247.00) (6905305.00)

EPS (0.27) (0.37)

DIVIDEND:

There being no profits hence, the Board do not recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as of the Balance sheet date.

DIRECTORS:

Mr. Avinash Deshmikh was co-opted as an Additional Director of the Company on 8th November, 2013. It is proposed to regularize his appointment as an independent director of the company for the term of five consecutive years at the ensuing Annual General Meeting

Pursuant to Provisions of Section 150 (2) read with section 149 (10) of the Companies Act 2013 shareholders approval is sought for the Appointment of Mr. Mohan Parmar as independent director of the Company for the term of five consecutive years at the ensuing Annual General Meeting

Mrs. Umaraje Gangadharrao Patwardhan was co-opted as an Additional Director of the Company on 13th August, 2014. It is proposed to regularize her appointment at the ensuing members Meeting.

Mr. Gopal Patwardhan is liable to retire by rotation & being eligible has offered himself for reappointment.

Mr. Brain Brown has been disqualified under Section 283 of the Companies Act, 1956, to act as the Director of the Company on 10th February,2014, due to not attending three consecutive Board meeting of the Company without seeking leave of absence.

AUDITORS:

The Board recommends the appointment of M/s. V C Venkatraman & Co, Chartered Accountants, Pune in the ensuring Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2014-15 as statutory Auditors of the Company.

The said auditors if appointed shall hold office from the conclusion of this Annual General Meeting till the conclusion of Sixth Annual General Meeting i.e till the Annual general Meeting for the financial year to be ended 31st March 2019.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

During the year the company has not made much business and investments. The main business of the company is that of an investment company and majority of investments of the company are in the nature of strategic investments in its subsidiary companies.

CORPORATE GOVERNANCE:

It has always been the company''s endeavor to excel through better Corporate Governance and fair and transparent practices. As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached and forms part of this Report. We have documented our internal policies on corporate governance. The Management''s discussion & Analysis of the financial position of the Company is provided in this Annual report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

There were no employees employed during the year or part of the year, getting remuneration in excess of Rs. 500,000/- per month or Rs. 6,000,000/- per annum and particulars of which are required to be given pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

INVESTORS'' RELATIONS AND GRIEVANCES

Investors'' Relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders'' and Investors'' Grievance committee to address the issues relating to investors. There were no investor grievances pending as on 31st March, 2014. A detailed report on the above appears in Corporate Governance Report annexed to this Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, the Directors of the Company hereby state and confirm:

i. That in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. That they had selected such Accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Loss of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts on going concern basis.

LISTING OF SHARES

The Company''s shares continue to remain listed with Bombay Stock Exchange, (BSE LTD) where the shares are actively traded.

AUDITORS'' REPORT

The observations of Auditors in their report, read with the relevant notes to accounts are self- explanatory and do not require further explanation.

SUBSIDIARIES

As on 31st March 2014 the company has four subsidiaries viz. IndiaCo Telecom Private Limited, IndiaCo Healthcare Private Limited, IndiaCo Capital Private Limited, IndiaCo Advisors Private Limited.

The board presents audited standalone financial statements of the subsidiaries and as prepared in compliance with the accounting standards and listing agreement as prescribed by Securities and Exchange Board of India (SEBI).

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption “Management Discussion & Analysis” describing the Company''s plan, projections and expectations may constitute “forward looking statement” within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government authorities and Bankers for the assistance, co-operation and encouragement they extended to the Company and also appreciate the trust reposed by them in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the company.

For and on behalf of the Board of Directors of INDIACO VENTURES LIMITED

Sd/- Sd/- Suresh Ingale Gopal Patwardhan Director Director

Place: Pune Date: 5th September,2014

---

Mar 31, 2013

To, The Members,

The Directors present the Thirtieth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS:

Amount in Rs. Particulars 2012-13 2011-12

Total Income 1194812.00 (1445994.66)

Less: Expenditure 8100117.00 13236578.26

Profit/(Loss) Before Tax (6905305.00)(14682572.92)

Tax expenses including 4795000.00 deferred tax

Profit / (Loss) for the year (6905305.00) (9052630.92)

EPS (0.37) (0.49)

DIVIDEND:

There being no profits the Board do not recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as of the Balance sheet date.

DIRECTORS:

During the period, Mr. Kamlesh Thakur who was appointed as the Director of the Company on 28th May, 2012 has resigned from the directorship of the Company on 14th February,2013. The Board places on record its recognition of the services rendered by him during his tenure as member of the Board.

Mr. Gopal Patwardhan was co-opted as an Additional Director of the Company on 28th May, 2013. It is proposed to appoint him as Director at the ensuing members Meeting.

Mr. Suresh Ingale is liable to retire by rotation & being eligible has offered himself for reappointment.

AUDITORS:

The Board recommends the appointment of M/s. V C Venkatraman & Associates, Chartered Accountants, Pune till the conclusion of Annual General Meeting and to fix their remuneration for conducting the statutory Audit of the financial year 2013 -14 as Statutory Auditors of the Company. The members are requested to appoint the auditors of the company. The said auditors if appointed shall hold the office from the conclusion of the annual general meeting till the conclusion of the next annual general meeting. The Audit Committee has recommended their appointment and the annual audit fees.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

During the year the company has not made much business and investments. The main business of the company is that of an investment company and majority of investments of the company are in the nature of strategic investments in its subsidiary companies.

CORPORATE GOVERNANCE:

It has always been the company''s endeavor to excel through better Corporate Governance and fair and transparent practices. As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached and forms part of this Report. We have documented our internal policies on corporate governance.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

There were no employees employed during the year or part of the year, getting remuneration in excess of Rs. 500,000/- per month or Rs. 6,000,000/- per annum and particulars of which are required to be given pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

INVESTORS'' RELATIONS AND GRIEVANCES

Investors'' Relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders'' and Investors'' Grievance committee to address the issues relating to investors. There were no investor grievances pending as on 31st March, 2013. A detailed report on the above appears in Corporate Governance Report annexed to this Report.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, the Directors of the Company hereby state and confirm:

i. That in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. That they had selected such Accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Loss of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts on going concern basis.

LISTING OF SHARES

The Company''s shares continue to remain listed with Bombay Stock Exchange, (BSE LTD) where the shares are actively traded.

AUDITORS'' REPORT

The observations of Auditors in their report, read with the relevant notes to accounts are self- explanatory and do not require further explanation.

SUBSIDIARIES

As on 31st March 2013 the company has four subsidiaries viz. IndiaCo Telecom Private Limited, IndiaCo Healthcare Private Limited, IndiaCo Capital Private Limited, IndiaCo Advisors Private Limited.

The board presents audited standalone financial statements of its subsidiaries and as prepared in compliance with the accounting standards and listing agreement as prescribed by Securities and Exchange Board of India (SEBI).

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government authorities and Bankers for the assistance, co-operation and encouragement they extended to the Company and also appreciate the trust reposed by them in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the company.

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption "Management Discussion & Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.

For and on behalf of the Board of Directors of INDIACO VENTURES LIMITED

Sd/- Sd/- Suresh Ingale Mohan Parmar

Director Director

Place: Pune

Date: 14th August,2013

---

Mar 31, 2012

To, The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

Particulars 2011-12 2010-11

Total Income (1445994.66) 59,73,799.03

Less: Expenditure 13236578.26 2,01,73,160.83

Profit/(Loss) Before Tax (14682572.92) (1,41,99,361.80)

Tax expenses including 4795000.00 43,44,000 deferred tax

Profit / (Loss) for the year (9052630.92) (83,74,692.80)

EPS (0.53)

The due date to convene Annual General Meeting for the financial year ended 31st March, 2012 was 29th September, 2012. However, the financial accounts of the Company were not ready and as such the Company got extension from the Registrar of Companies, Pune to hold Annual General Meeting upto 31st December 2012.

DIVIDEND:

There being no profits the Board do not recommend any dividend for the year under review.

DEPOSITS:

The Company has not accepted any deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as of the Balance sheet date.

DIRECTORS:

As the members of the Company are aware of the sad demise of the Vice Chairman & Managing Director of the Company, Mr. Ramchandra alias Rahul Patwardhan on 1st July, 2012. The Board places on record the gratitude for the services rendered by him during his tenure as member of the Board. The Board of Directors of the Company, employees and its members convey our deepest condolences to the bereaved family.

During the period, Mrs. Monali Patwardhan who was appointed as the Director of the Company on 27th April, 2011 has resigned from the directorship of the Company on 12th November, 2012. The Board places on record the gratitude for the services rendered by her during her tenure as member of the Board.

Mr. Shyam Rajamani Iyer has resigned from the Board of the Company. The Board places on record the gratitude for the services rendered by him during his tenure as member of the Board.

Mr. Dhiren Shah who was appointed as the Director of the Company on 27th October, 2010 has resigned from directorship of the Company on 12th November, 2012. The Board places on record the gratitude for the services rendered by him during his tenure as member of the Board.

Mr. Suresh Ingale and Mr. Mohan Parmar were co-opted as additional Directors of the Company on 12th November, 2012. It is propsoed to regularise their appointment at the ensuing meeting of members.

Mr. Brian Lee Brown is liable to retire by rotation & being eligible has offered himself for reappointment.

AUDITORS:

It is propose to appoint M/s V C Venkatraman & Co., Chartered Accountants as auditors of the Company for the financial year 2012-2013 at the ensuing Annual General Meeting and fix their remuneration. M/s V C Venkatraman & Co., Chartered Accountants who has expressed their willingness and confirm their eligibility to be appointed as auditors of the company as per the provisions of Sec. 224 of the Companies Act, 1956. The members are requested to appoint the auditors of the company. The said auditors if appointed shall hold the office from the conclusion of the annual general meeting till the conclusion of the next annual general meeting. The audit committee has recommended their appointment and the annual audit fees.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

During the year the company has not made much business and investments. The main business of the company is that of an investment company and majority of investment of the company are in the nature of strategic investment in its subsidiary companies.

CORPORATE GOVERNANCE:

It has always been the company''s endeavor to excel through better Corporate Governance and fair and transparent practices. As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. The Auditors certificate on the compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached and forms part of this Report. We have documented our internal policies on corporate governance. The Management''s discussion & Analysis of the financial position of the Company is provided in this Annual report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

There were no employees employed during the year or part of the year, getting remuneration in excess of Rs. 500,000/- per month or Rs. 6,000,000/- per annum and particulars of which are required to be given pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

INVESTORS'' RELATIONS AND GRIEVANCES

Investors'' Relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders'' and Investors'' Grievance committee to address the issues relating to investors. There were no investor grievances pending as on 31st March, 2012. A detailed report on the above appears in Corporate Governance Report annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, the Directors of the Company hereby state and confirm:

i. That in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. That they had selected such Accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the Loss of the Company for that period;

iii. That they had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts on going concern basis.

LISTING OF SHARES

The Company''s shares continue to remain listed with Bombay Stock Exchange, where the shares are actively traded.

AUDITORS'' REPORT

The observations of Auditors in their report, read with the relevant notes to accounts are self explanatory and do not require further explanation.

SUBSIDIARIES

As on 31st March 2012 the company has four subsidiaries viz. IndiaCo Telecom Private Limited, IndiaCo Healthcare Private Limited, IndiaCo Capital Private Limited, IndiaCo Advisors Private Limited.

The board presents audited consolidated financial statements incorporating the duly audited financial statements of the subsidiaries and as prepaid in compliance with the accounting standards and listing agreement as prescribed by Securities and Exchange Board of India (SEBI).

Central Government vide circular dated 8th February 2011 issued directions u/s 212 of the Companies Act, 1956 granting general permission to all the companies for not attaching the annual accounts of subsidiary companies under certain conditions.

Accordingly the board of directors of the Company at its meeting held on 12th November 2012 decided not to attach annual accounts of its subsidiaries. The company has attached annual accounts, the audited consolidated financial statement as required by the said circular.

Further the company undertakes that the annual accounts of the subsidiary companies and the related detailed information shall be made available to the shareholders on demand at any point of time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any shareholder at the registered office of the company.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government authorities and Bankers for the assistance, co-operation and encouragement they extended to the Company and also appreciate the trust reposed by them in the Company and look forward to their continued patronage. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the company.

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption "Management Discussion & Analysis" describing the Company''s plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.

For and on behalf of the Board of Directors

of INDIACO VENTURES LIMITED

sd/- sd/-

Suresh Ingale Mohan Parmar

Director Director

Place: Pune

Date: 07th December, 2012

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the Audited Accounts for the year ended March 31,2010.

FINANCIAL RESULTS

Particulars 2009-10 2008-09

Total Income 50,314,751.25 3,58,84,340

Less: Expenditure 19,024,274.44 2,05,70,202

Profit/(Loss) Before Tax 31,290,476.81 1,53,14,138

Tax expenses including deferred tax (45,56,000) (35,35,000)

Profit / (Loss) for the year 26,734,476.81 1,17,79,138

EPS 1.56* 6.92



* Post bonus 1:1 and sub- division of Face value of Rs. 10/- into face value of Rs. 2/- each.

DIVIDEND:

The Board of Directors has decided not to recommend any dividend in the year under review and plough back the profits earned in the business activities for future growth of the company.

DEPOSITS:

The Company has not accepted any deposits pursuant to the provisions of Section 58A of the Companies Act, 1956 and as such, no amount of principal or interest was outstanding as of the Balance sheet date.

DIRECTORS:

During the period, Mr. Sasha Mirchandani and Mr. Vinayak Bhattacharjee have resigned from the Board of the Company. The Board places on record the gratitude for the services rendered bythemduringtheirtenure as members of the Board.

Both Mr. Sasha Mirchandani & Mr. Vinayak Bhattacharjee are now on IndiaCo Advisory board.

In accordance with the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rahul Patwardhan and Mr.

Dhananjay Bendre are liable to retire by rotation & are eligible for reappointment.

AUDITORS:

The auditors M/s S.J. Agrawal & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility & willingness to accept office, if reappointed.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The detailed analysis of the operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis Section which forms part of the Annual Report.

CORPORATE GOVERNANCE:

It has always been the companys endeavour to excel through better Corporate Governance and fair and transparent practices. As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance forms part of the Annual Report. The

Auditors certificate on the compliance of Corporate Governance norms as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached and forms part of this Report. We have documented our internal policies on corporate governance. The Managements discussion & Analysis of the financial position of the Company is provided in this Annual report and is incorporated here by reference.

PARTICULARS OF EMPLOYEES PURSUANTTO SECTION 217 (2A) OF THE COMPANIES ACT, 1956:

There were no employees employed during the year or part of the year, getting remuneration in excess of Rs. 200,000/- per month or Rs. 2,400,000/- per annum and particulars of which are required to be given pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

EMPLOYEES STOCK OPTION SCHEME 2007 & 2009 (ESOS):

Pursuant to the resolution passed by the members at the Annual General Meeting held on 21st September, 2007 and 29th of September,2009, the company has introduced Employee Stock Option Scheme, 2007 and 2009 respectively (referred to as "the scheme") to enable the employees of IVL and its subsidiaries to participate in the future growth and financial success of the Company.

All options vest in a graded manner and those are to be exercised within a specific time period. The Company has used the intrinsic value method to account for the compensation cost of stock to employees of the Company. Intrinsic value is the amount by which the quoted market price of the underlying shares on the date prior to the date of the grant exceeds the exercise price of the option.

Disclosures in respect of the IndiaCo Ventures Limited Employee Stock Option Scheme, 2007 and Employee Stock Option Scheme, 2009 in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, are set out in Annexure II to this Report and forms part of this report.

INVESTORSRELATIONS AND GRIEVANCES

Investors Relations have been cordial during the year. As a part of compliance, the Company has formed Shareholders and Investors Grievance committee to address the issues relating to investors. There were no investor grievances pending as on 31st March, 2010. A detailed report on the above appears in Corporate Governance Report annexed to this Report.

DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, the Directors of the Company hereby state and confirm:

i. That in the preparation of the Annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. That they had selected such Accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give 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;

iii. That they had taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That they had prepared the annual accounts on going concern basis.

We recognize that we have a corporate social responsibility towards a diverse group of stakeholders including shareholders, employees, business partners, local communities, and society at large, including special interest groups that represents public interest concerns such as Non- Governmental organizations {NGOs). Our investment decisions take account of economic, environmental, and social impacts and their management. The interests of shareholders do not necessarily take precedence over the interests of other stakeholder groups and our business strategy is designed to promote social justice in the workplace.

In all its operations the Company will always comply with local laws and regulatory requirements, and make representations to the relevant authorities if it believes that policies & practices of host governments undermine our policies. We undertake environmental & social impact assessments prior to undertaking any new investment and evaluate these impacts regularly to ensure that they are responsibly managed on an ongoing basis. We expect our joint venture & alliance partners to respect our policies. Their concurrence with the principles upheld by our policies is an important factor in our decision to form or remain in a relationship with them.

It is our policy to support social investment, in partnership with professional social development organizations, government agencies and NGOs, that contribute to the sustainable development goals of the communities. It is our policy that all our business activities will be undertaken so that they contribute to sustainable development goals and do not detract from them.

IndiaCo promotes education and entrepreneurship at the grassroots level. Under its academic bridge program "Innovate with IndiaCo", your company has been actively engaged in a special initiative to promote development and entrepreneurial spirit in India. The objective of this program is to facilitate exchange of resources between the entrepreneurs, the academic community & investors, forthe purpose of innovation, invention and creating sustainable business enterprises.

IndiaCo has been associated with the top business schools in India and we actively mentor the businesses which emerge from e- cells and help bridge the gap between startups and venture capitalists. IndiaCo has also been working alongside various education and social entrepreneurship related initiatives for economical development in rural areas to foster economic growth in India. Your companys work in entrepreneurial development has been recognized by various multilateral agencies including the World Bank.

IndiaCo continues to support pre-school and primary education with emphasis on the underprivileged sections of the local community. For the past 5 years, IndiaCo companies have been supporting Identity Foundation, an NGO dedicated to educating and nurturing deprived children.

IndiaCo is pleased to report that through Identity foundation, you have touched the lives of numerous children and contributed to a better future for them. While your Vice-Chairman and Managing Director continues to be personally committed to Identity Foundations activities in Pune, partners include a few of the citys leading corporate houses, the Pune Municipal Corporation and companies, partners, friends and corporate partners.

Your company and its employees continue to contribute a part of their monthly salary to Identity Foundation.

Employment and social justice in the workplace

We aim to provide our staff with safe working conditions as well as just & competitive conditions and terms of employment. This means respect for individuals regardless of ethnic origin, creed, age or gender. We are an equal opportunities employer. We try to recruit, train and promote from within the country of operation. We respect the right of individual employees to have access to fair grievance procedures. Through training and appraisal, we encourage staff to develop their own professional skills to the mutual advantage of both the individual and company.

All employees must be responsible forthe following:

- co- operate with any measures introduced to ensure equal opportunity;

- report any suspected discriminatory acts or practices;

- not to induce or attempt to induce others to practice unlawful discrimination;

- not to victimize anyone as a result of them having reported or provided evidence of discrimination;

- notto harass, abuse orintimidate others on account of their race, creed, colour, etc.;

- not to canvass job applicants in an attempt to discourage them from applying or taking up a post.

Business ethics and conduct policy

Integrity, honesty and fairness are fundamental to the way we conduct our business. IndiaCo staff should avoid accepting hospitality or gifts that might appear to place them under an obligation. All business transactions must be properly recorded and accounted for. We expect the same. We expect the same ethical standards to be applied in all of our business relationships in all areas of operation and we promote our business ethics and conduct policy with all of our business associates.

LISTING OF SHARES

The Companys shares continue to remain listed with Bombay Stock Exchange, where the shares are actively traded.

SHARE CAPITAL

During the year the Company sub- divided its share capital by reducing the face value of its equity shares from 10/- each to * 2/- each. The Company also made a bonus issue of equity shares in the ratio of 1:1 to the shareholders. The authorized capital of the Company is 13,00,00,000 divided into 6,50,00,000 shares of" 2/- each after the sub- division. During the year under review the Company made allotment of 22,625 Equity Shares of 2/- each to the employees who exercised the options granted to them under the ESOP scheme 2007 and made an application for allotment of shares. The shares so allotted have been listed.

INTERNAL CONTROL SYSTEM

The Company has in place adequate systems of internal control to ensure compliance with policies and procedures. The Board is responsible for developing, maintaining and regularly reviewing the groups system of internal controls including those related to financial reporting. This system is designed to meet the particular needs of the Company but by their nature can only provide reasonable but not absolute assurance against material misstatement or loss. The key procedures in the control system have been in place for the year under review and up to the date of approval of the Annual Report and Financial statements.

Management of business risks- This is an ongoing process, that identifies, evaluates and manages the risks faced by the Company. This is based on each business unit and corporate function producing a risk matrix which identifies the key business risks, the probability of those risks occurring, their impact if they do occur and the actions being taken to manage those risks to the desired level. The directors receive assurance directly from the business units and functional management through the completion of annual declarations confirming compliance with the Companys policies, procedures and risk management processes. These processes are designed to manage rather than eliminate risk of failure to achieve business objectives.The effective operation of internal control procedures is reviewed by planned audits. The Companys internal control system comprises audit and compliance by in- house internal audit division supplemented by internal audit checks from S. K. Doshi & Company, Chartered Accountants. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by the direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Manangement Structure

The Board has overall responsibility for the Company. Each Executive Director has been given responsibility for specific aspects of the Companys affairs.

Delegation of authority

Responsibility levels are communicated throughout the Company as part of corporate accounting. Segregation of duties as well as other control procedures are set out.

Quality & Integrity of Personnel

The integrity & competence of personnel is ensured through high recruitment standards and subsequent training.

Financial Reporting

The Companys internal control over financial reporting includes policies & processes that pertain to the maintenance of financial records that, in reasonable detail, accurately and fairly reflect transactions and the assets or liabilities position at a given balance sheet date.

Budgetary Proces

There is a comprehensive budgeting system with an annual budget covering capital expenditure, cash flow, the income statement and balance sheet. Monthly results are reported against budget, and revised forecasts for the year are prepared regularly. Separate approval processes and limits are in place for unbudgeted expenditure items.

AUDITORS REPORT

The observations of Auditors in their report, read with the relevant notes to accounts are self- explanatory and do not require furtherexplanation.

HUMAN RESOURCE DEVELOPMENT

Your Company takes great pride in the commitment, competence and vigor shown by its workforce in all realms of business. The Company continues to take new initiatives to further align its HR policies to meet the growing needs of its business. Company has adopted an HR manual covering rights and obligations of its employees.

SUBSIDIARIES

A brief profile of the subsidiary Companies

IndiaCoTelecom Private Limited

IndiaCo Telecom Private Limited (ITPL) is a subsidiary of IndiaCo Ventures Limited. IndiaCo Telecom Pvt. Limited has been formed as a special purpose vehicle focusing on investing in companies manufacturing telecom infrastructure hardware products like antennas, couplers, VoIP products and handsets, telecom infrastructure products and services e.g. operation & maintenance and software applications and mobile content, m-commerce, application development, and content delivery platforms. Your company has already invested in two companies and considering further investment in 3-4 potential opportunities.

IndiaCo Healthcare Private Limited

IndiaCo has recently created a special purpose vehicle (SPV) in the healthcare sector, which is a subsidiary of IndiaCo Ventures Limited. We have identified the key areas within the sector which are growing exponentially and have decided to integrate them into our focus areas. We are primarily looking at tertiary services in the healthcare segment, including diagnosis and treatment of disease and disability in sophisticated large research, specialized intensive care units, advanced diagnostic support services, specialist cancer care, neurosurgery, burns care and plastic surgery, research in biotechnology, stem cell technology, etc.

OPERATIONS

IndiaCo has two revenue streams Direct and Consolidated. The direct Revenue comes from the Advisory Group and from Investment Group, and the Consolidated revenue comes from its subsidiaries i.e. aggregation vehicles & from IndiaCo Advisors Pvt. Ltd, which is engaged in fund advisory business. IndiaCo also has strategic group which evaluates deals and opportunities based on relationships and advises the Advisory or investment group to pursue the opportunities.

In FY 2009-10 company took active steps to hire professional team to launch its Private Equity fund and also focused on generating revenue though Investment banking deals. Company is planning to launch its Energy efficiency fund for which it expects support from International agencies and intends to launch the fund by September 2010.

OUTLOOK

The Companys activities comprise mainly of providing financial services, capital (investment) and operational expertise to select industry verticals. The market for such services and investments in India remains buoyant and the company is geared to face the challenges of a liberalized and growing economy. India remains an attractive destination for domestic as well as foreign investors and the inflow of foreign capital is supporting the countrys march towards economic prosperity. IndiaCo is leveraging its network of associates to raise capital (both domestic and foreign) for investments into the various growth sectors of the economy such as Telecom, Health Care, Clean Energy, Manufacturing, IT & ITES and Real Estate. The company is aggressively pursuing investment opportunities and has lined up an attractive deals bucket in almost all of the above sectors.

With the markets improving company is confident to launch its Private Equity funds and actively engage in Fund advisory business. Company will also take decisions on exit from existing investments either partially or fully based on valuation of its portfolio companies.

OPPORTUNITIES

India and China are two investment destinations for investors across the globe and the preferred option is India. Company has been focusing on Indian market for investments and with all International Funds and Institutions focusing on India, company expects to close its Private Equity Funds in FY 11. IndiaCo has the requisite pedigree, track record, team and the core competence to harvest these opportunities in a manner beneficial to all the stakeholders involved. Your company is engaging right talent to ensure it achieves its aim to be come worlds largest Financial Services Company in years to come.

THREATS

The opening up of the financial sector to foreign Venture Capital/ Private Equity remains a threat to the companys business, due to the increasing competition in the market. These foreign firms have access to huge amounts of investment capital and this may impact the quality of investment opportunities available to the company. With the increased liquidity in the markets, a small number of good investment opportunities are being aggressively chased by a huge amount of capital, and hence your company may be forced to look at investment avenues other than those mandated earlier.

RISKS & CONCERNS

The Company does not foresee any major threats or risks, yet there exist certain macroeconomic challenges in sustaining the growth momentum. The turmoil in global financial markets and the unexpected swings in the sensex have caused company valuations to plummet drastically and create uncertain environment. In spite of this, the private equity market in India continues to provide positive indicators. Your company has been able to partially insulate itself from any severe effects, as it invests primarily in private companies which are not listed on the stock exchange. Thus, the volatility of the secondary markets does not have a direct negative affect on ourfinancials. We are able to assure our shareholders of steady and resilient growth

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government authorities and Bankers for the assistance, co-operation and encouragement they extended to the Company and also appreciate the trust reposed by them in the Company and look forward to their continued patronage. The Directors are also grateful and pleased to place on record their appreciation for the excellent continuing support, guidance, cooperation and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuring an excellent all around operational performance. The Board also expresses its appreciation of the understanding and support extended by the shareholders and employees of the company..

CAUTIONARY STATEMENT

Statements made in the report, including those stated under the caption "Management Discussion & Analysis" describing the Companys plan, projections and expectations may constitute "forward looking statement" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied.

For and on behalf of the Board of Directors

sd/- sd/- sd/-

Rahul Patwardhan DhananjayBendre DeeptiDhebane

Vice Chairman &

Managing Director Executive Director Company Secretary

Place: Pune

Date: 27.08.10