Mar 31, 2018
Dear Members,
The Directors are pleased to present the 23nd Annual Report of your Company together with the Audited Statement of Accounts and the Auditorsâ Report of your company for the financial year ended, 31st March, 2018. The summarized financial results for the year ended 31st March, 2018 are as under:
FINANCIAL HIGHLIGHTS
I. Consolidate Financial Information :
(Rs. In Lacs)
Particulars |
For the year ended |
|
March 31, 2018 |
March 31, 2017 |
|
Gross Income |
4,159.40 |
3452.96 |
Profit Before Depreciation, Interest & Tax |
1060.71 |
1327.30 |
Less: Depreciation |
78.62 |
95.81 |
Interest |
324.69 |
385.34 |
Profit Before Tax |
657.40 |
846.15 |
Current Tax |
212.98 |
152.61 |
Deferred Tax |
(8.09) |
190.95 |
Net Profit /(Loss)(after Minority Interest) |
453.90 |
51.27 |
Add: Profit brought forward from earlier years |
2112.74 |
2061.47 |
Adjustment arising on consolidation |
0 |
0 |
Profit available for appropriation |
2566.64 |
2112.74 |
Appropriations |
||
Proposed Dividend |
- |
- |
Interim Dividend |
- |
- |
Dividend Tax |
- |
- |
General Reserve |
- |
- |
Statutory Reserve |
49 |
- |
Balance carried to Balance sheet |
2517.64 |
2112.74 |
Basic and Diluted Earnings Per Share |
0.54 |
0.06 |
II Standalone Financial Information:
(Rs. In Lacs)
Particulars |
For the year ended |
|
March 31, 2018 |
March 31, 2017 |
|
Gross Income |
2880.48 |
2254.70 |
Profit Before Depreciation, Interest & Tax |
327.30 |
730.36 |
Less: Depreciation |
65.31 |
83.07 |
Interest |
88.68 |
126.57 |
Profit Before Tax |
173.30 |
520.72 |
Current Tax |
0 |
0 |
Deferred Tax |
56.16 |
107.53 |
Net Profit/(Loss) |
119.12 |
333.73 |
Add: Profit brought forward from earlier years |
215.13 |
(118.59) |
Profit available for appropriation |
215.13 |
|
Appropriations |
||
Proposed Dividend |
- |
- |
Interim Dividend |
- |
- |
Dividend Tax |
- |
- |
General Reserve |
- |
- |
Balance carried to Balance sheet |
334.25 |
215.13 |
Basic and Diluted Earnings Per Share |
0.14 |
0.40 |
1. OVERVIEW OF COMPANYâS FINANCIAL PERFOMANCE
The Profit after Tax for the current year is Rs. 119.12. The growth in profit is mainly driven by increase in net revenue from operations during the year. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.
2. CHANGE IN NATURE OF BUSINESS
During the previous year the company has made alterations in object by diversification in the present activities of the company by passing a special resolution dated 13/04/2018 through Postal ballot as per section 110 of companies act 2013.
3. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are is material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2017-18 and the date of this report.
Company have incorporated âInventure Developers Private limitedâ, wholly owned subsidiary. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.
4. SHARES
Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any Employee Stock Option or any preferential issue of Warrants or Convertible into Equity Shares along with your Company has not brought back any securities from Market.
5. CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of your Company for the financial year 2017-18 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued there under, applicable Accounting Standards and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the âListing Regulationsâ). The consolidated financial statements have been prepared on the basis of audited financial statements of your Company, its subsidiaries and associate companies, as approved by the respective Board of Directors.
6. SUBSIDIARIES
A separate statement containing the salient features of financial statements of all subsidiaries of your Company forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sundays and public holidays up to the date of the Annual General Meeting (âAGMâ) as required under Section 136 of the Companies Act, 2013.
Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this report have been uploaded on the website of your Company (www.inventuregrowth.com)
Company have incorporated âInventure Developers Private limitedâ, wholly owned subsidiary. The Company has invested Rs. 1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.
The financial performance of each of the subsidiaries included in the consolidated financial statements of your Company is set out in the Annexure A as AOC-1 to this Report. Additional details of the performance and operations of the subsidiaries along with details of the restructuring and investments made by your Company are set out in the Management Discussion and Analysis which also forms part of this report.
7. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companyâs various businesses viz., risk management systems and other material developments during the financial year 2017-18.
8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
In connection with the Show Cause Notice dated 30/06/2016 under Section 11(1), 11(4), 11A and 11B of SEBI Act,1992 in the matter relating to public issue received from SEBI, the Company has received further Notice on 31/10/2017 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and imposing penalties by adjudicating Officer) Rules, 1995 read with Section 151 of the SEBI Act, 1992 and written submission pursuant to personal hearing held on 30/10/2017 was filed with SEBI on 10/11/2017.
The Company has received letter dated 06/06/2018 from Registrar of Companies (ROC) under section 206(4) of the Companies Act, 2013 for furnishing of information in respect of Initial Public offer and the Company has filed detailed submission along with relevant information and documents on 21/06/2018.
No significant and/ or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Companyâs operation in future.
9. TRANSFER TO RESERVE
During the year under review, no amount was transferred to General Reserve.
10. 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 do not recommended any dividend for the financial year 2017-18.
11. CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms Part to this report together with a Certificate from the Statutory Auditors of the Company confirming compliance is annexed as Annexure-C to this report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Kamlesh S. Limbachiya, Whole Time Director, is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 23nd AGM of your Company. Your Directors recommend his re-appointment as Whole Time Director of your Company.
During the year under review, there is change in the Board of Directors of the Company
Shri Kanji B. Rita is Re-appointed as a managing director for a period of 3years with effect from 13th August 2018 to 12th August 2021 and Mr. Meet K. Rita is appointed as Whole Time Director of the Company for a period of 3 Years w.e.f. 21st August 2018 to 20th August 2021.
Shri Nagji K. Rita, Non-Executive Director has resigned from the Company w.e.f 4th August 2018.
The Independent Directors of your Company hold office up to 31st March, 2019 and are not liable to retire by rotation.
Shri Kanji B. Rita, Chairman & Managing Director and Shri Kamlesh S. Limbachiya, Whole Time Director, Mrs. Bhavi Gandhi, Company Secretary and Mr. Arvind Gala, CFO are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).
13. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.
The Managing Director & Whole Time Director of your Company does not receive remuneration from any of the subsidiaries of your Company.
14. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:
(a) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2018 and of the profit and loss of the Company for the financial year ended 31st March, 2018;
(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a âgoing concernâ basis;
(e) Proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
15. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force).
16. EVALUATION OF BOARDâS PERFORMANCE:
Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. The criteria applied in the evaluation process are detailed in the Corporate Governance Report which forms part of this report.
The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process based on the recommendation of the Nomination & Remuneration Committee
17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
During the financial year 2017-18 the Board met for 4 times and there were 4 Audit committee Meetings held. The details of the meetings of the Board of Directors and its Committees, convened are given in the Corporate Governance Report which forms a part of this report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The Company has complied with the Secretarial Standard as issued by the ICSI.
18. AUDITORS AND AUDITORSâ REPORT
A. STATUTORY AUDITORS
M/s PHD & Associates, Chartered Accountants having firm Registration No.11236W were re-appointed at the 20th Annual General Meeting held on 24th September, 2015 as the statutory auditors of the Company to hold office until the conclusion of Annual General Meeting to be held in the calendar year 2020 subject to ratification by the members in every Annual General Meeting .The Company has received a letter from the auditors to the effect that their re-appointment, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013, they fulfill the criteria provided in Section 141 of the Companies Act, 2013 and are not disqualified for their re-appointment.
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 governance and operations.
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.
C. 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. There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018
19. EXPLANATION OR COMMENTS ON QUALIFICATIONS, OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS RESERVATIONS
There was no qualification, reservation or adverse remarks made by either by the auditor in their respective report for the financial year ended 31st March 2018.
There was no qualification, reservation or adverse remarks made by secretarial auditor in their report for the financial year ended 31st March 2018.
20. COMMITTEES OF THE BOARD
There are currently four committees of the board, as indicated below:
1. Audit committee
2. Nomination and Remuneration committee
3. Stakeholder Relationship committee
4. Corporate Social Responsibility Committee
Details of all the committees, along with their charters, composition and meeting held during the year are provided in the report on corporate governance forms part of the Annual Report
21. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure D to this report.
22. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2018, are set out in Note no. 13 & 29 to the Standalone Financial Statements forming part of this report.
Company have incorporated âInventure Developers Private limitedâ, wholly owned subsidiary. The Company has invested Rs.1,00,000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers Private Limited.
23. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188
All related party transections that were entered into during the financial year were on armâs length basis and were in 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 refer note-31 of Balance sheet. Further, there are not materially significant related party transections made by the company with promoters, key managerial personal or other persons which may have potential conflict with interest of the company.
The policy on the materiality of the related party transection and also on dealing with the related party transections as approved by the audit committee and board of directors is available on the web link www.inventuregrowth.com
24. VIGIL MECHANISM
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. Your Company has an ethics employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company directly to the Chairman.
Any incidents that are reported are investigated and suitable action taken in line with the whistle blower policy. The Whistle Blower Policy is also available on your Companyâs website (www.inventuregrowth.com)
25. 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 B. Rita and Mr. Kamlesh S. 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.
The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company. Implementation by the company on its corporate social responsibility initiatives are Annexure- E in this Report.
26. FAMILIARIZATION PROGRAMME
The Company has conducted various sessions 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 programs being organized by various regulators/bodies/institutions on above matters.
27. LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited, National Stock Exchange of India Limited and Metropolitan Stock Exchange of India. The Annual Listing Fee for the year 2017-18 has been duly paid to the stock exchange.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars required by the Section 134(3)(m) of the Companies Act, 2013 (âthe Actâ) read with rule 8 (3) of the Companies (Accounts) Rules, 2014 in 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.
29. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Companyâs Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directorsâ 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- F and is attached to this report.
30. RISK MANAGEMENT POLICY
The company has devised and implemented a mechanism for Risk management and has developed a risk management policy. The policy work towards creating a risk register, identifying internal and external and implementing risk mitigating steps. The committee will, on quarterly basis, provides status update to the board of directors of the company.
In line with the new regulatory requirement, the company has formally framed a risk management policy to identify and assess the key risk area, monitor and report compliance and effectiveness of the policy and procedures.
31. 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, 2014 is annexed herewith as Annexure- G.
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) 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. 102 lakh per annum or Rs. 8.5 lakh per month during the year ended March 31, 2018.
The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2017-18. The details of the same are provided in the corporate governance Report forms part of the Annual Report.
32. OBLIGATION OF COMPANY UNDER 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 2017-18, no complaints were received by the Company related to sexual harassment.
33. DEPOSITS (UNDER CHAPTER V):
Company has not accepted any deposit from public during the year under review.
34. 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 was observed
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
35. APPRECIATION
Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.
For Inventure Growth & Securities Limited
Sd/- sd/-
Kanji B. Rita Kamlesh S Limbachiya
(Chairman & Managing Director) (Whole -Time Director)
Place: Mumbai
Date: 04.08.2018
Mar 31, 2016
Dear Members,
The Directors are pleased to present the 21stAnnual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.
FINANCIAL HIGHLIGHTS
Consolidate Financial Information :
(Rs. In Lacs)
Particulars |
For the year ended |
|
|
March 31, 2016 |
March 31, 2015 |
Gross Income |
1926.29 |
3447.98 |
Profit Before Depreciation, Interest & Tax |
20.8 |
1873.52 |
Less: Depreciation |
102.93 |
130.63 |
Interest |
584.87 |
473.72 |
Profit Before Tax |
(667.50) |
1269.18 |
Current Tax |
253.76 |
245.43 |
Deferred Tax |
(428.71) |
1.10 |
Net Profit /(Loss)(after Minority Interest) |
(490.40) |
1022.15 |
Add: Profit brought forward from earlier years |
2621.88 |
1744.72 |
Adjustment arising on consolidation |
0 |
0 |
Profit available for appropriation |
2131.47 |
2766.88 |
Appropriations |
|
|
Proposed Dividend |
- |
- |
Interim Dividend |
- |
- |
Dividend Tax |
- |
- |
General Reserve |
- |
- |
Statutory Reserve |
70 |
145.00 |
Balance carried to Balance sheet |
2061.47 |
2621.88 |
Basic and Diluted Earnings Per Share |
(0.58) |
1.22 |
II Standalone Financial Information:
Particulars |
For the ye |
ar ended |
|
March 31, 2016 |
March 31, 2015 |
Gross Income |
734.09 |
2002.78 |
Profit Before Depreciation, Interest & Tax |
(1651.84) |
738.60 |
Less: |
Depreciation |
|
92.91 |
119.20 |
|
|
Interest |
|
335.43 |
208.94 |
|
Profit Before Tax |
(1223.50) |
410.46 |
Current Tax |
- |
82.00 |
Deferred Tax |
(367.07) |
44.43 |
Net Profit/(Loss) |
(854.15) |
284.03 |
Add: Profit brought forward from earlier years |
735.56 |
451.53 |
Profit available for appropriation |
(118.59) |
735.56 |
Appropriations |
|
|
Proposed Dividend |
- |
- |
Interim Dividend |
- |
- |
Dividend Tax |
- |
- |
General Reserve |
- |
- |
Balance carried to Balance sheet |
(118.59) |
735.56 |
Basic and Diluted Earnings Per Share |
(1.02) |
0.34 |
1. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR
During the financial year 2015-16 (hereinafter referred as the year)our Revenue has decreased up to Rs. 734.09. Profit before tax also is Rs. -1223.50 for the financial year.
2. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the 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 2015-2016.
4. TRANSFERTO RESERVES
For the financial year ended 31st March, 2016, your Company proposes to transfer no 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 21stAnnual 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 loss of Rs. 854.15Lacs.
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 4 times on the following dates during the financial year 2015-2016.
Number of BM |
Dates |
1st |
30.05.2015 |
2nd |
13.08.2015 |
3rd |
07.11.2015 |
4th |
12.02.2016 |
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 SECTION 186
The particulars of loans, guarantees and investments have been disclosed in the financial statements in note the Annual Report.
9. BOARD EVALUATION
Pursuant to the provisions of the Act, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 judgment 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
10.DECLARATIQN OF INDEPENDENT DIRECTORS
The company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act, 2013, which he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. 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 forms 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 company employees and the Company. The detail of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.
12. LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited, National Stock Exchange of India Limited and Metropolitan Stock Exchange of India. The Annual Listing Fee for the year 2016-17 has been duly paid to the stock exchange.
13. 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 was observed.
14. 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, 2016 and the date of the Director''s report i.e. 11th August, 2016
15. DETAILS OF 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 A and is attached to this report.
16. 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
17. AUDITORS Statutory Auditors
The term of office of M/s PHD & Associates, Chartered Accountants having firm Registration No.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 ratify the appointment of 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 & ASSOCIATES are proposed to be appointed as Statutory Auditors for a period of one year from the conclusion of Twenty first AGM till the conclusion of Twenty second 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.
18. 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 either by the Auditors in their respective reports for the Financial Year ended 31stMarch,2016.
However the Secretarial Audit Report for the financial year ended 31stMarch, 2016 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''.
19. 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 2016 and of the profit and loss of the company for the year ended March 31, 2016.
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 is devised to endure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
20. EXTRACT OF ANNUAL RETURN:
Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2016 forms part of this Report as Annexure C.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars required by the Section 134(3)(m) of the Companies Act, 2013 (âthe Actâ) read with rule 8of the Companies (Accounts) Rules, 2014 in 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.
22. 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 D and is attached to this report
23. 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 aremade available on the Company''s website www.inventuregrowth.com
24. COMMITTEES OFTHE BOARD
There are currently four Committees of the Board, as indicated below:
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholders Relationship Committee
(4) 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
25. 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 R Shah, Independent Director. The other members of the Committee are Mr. Nagji K. Rita and Mr. Kamlesh S. 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.comAnnual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014.
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
26. 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, 2014 is annexed herewith as Annexure-E
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. 105 lakh per annum or Rs. 8.5 lakh per month during the year ended March 31,2016.
The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2015-16. The details of the sameare provided in the corporate governance Report forms part of the Annual Report.
27. OBLIGATION OF COMPANY UNDER 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 2015-16, no complaints were received by the Company related to sexual harassment.
28. DEPOSITS (UNDER CHAPTER V):
We had not accepted any deposit from public during the year under review.
29. SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. 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.
e. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
f. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES
No Preferential Issue of warrants convertible into Equity Shares were issued during the year under review.
30. CORPORATE GOVERNANCE
A separate section on Corporate Governance standards followed by the Company, as stipulated under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 and certain disclosures as required under the Companies Act, 2013 including the Auditors'' Certificate thereon.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34(2)(e) of Securities And Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed separately forms part of the Annual Report.
No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operation in future.
32. 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:11.08.2016
Kanji B. Rita Kamlesh S Limbachiya
(Managing Director) (Whole -Time Director)
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.