DIRECTOR'S REPORT To, The Members, Intellivate Capital Ventures Limited 1. Your Directors feel great pleasure in presenting 32nd Annual Report of your Company comprising the Audited Financial Statements fortheyearended March 31,2015. 1. FINANCIAL HIGHLIGHTS: 2. RESULTS OF OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS: • Revenue from operations increased by 8.40% to Rs. 1,079,377. . PBDITdecreased by0.74% to Rs. 229,916. • Profit before taxdecreased by3.14% to Rs. 207,391. • NetProfitdecreasedby9.75%toRs. 140,433. • No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. 3. DIVIDEND: No dividend has been declared forthefinancial year 2014-15. 4. SHARE CAPITAL OF THE COMPANY: There were no changes in the share capital of the Company. The Authorised capital of the company is Rs. 150,000,000 (Rupees Fifteen Crore) and the paid up capital of the Company is Rs. 29,100,000 (Rupees Two Crore Ninety one Lacs) divided into 29,100,000 (Two Crore Ninety one Lacs) equity shares of Re.1 (One) each.The company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31,2015, none of the Directors of the company hold instruments convertible into equity shares of the company. 5. DIRECTORS: In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Leena Modi, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment and your Board recommends her re-appointment. The Board of Directors of the Company appointed Mr. S.V.Rao as an Additional (Independent) Director of the Company for a period of five years w.e.f. 14th November, 2014 subject to approval of shareholders atthe ensuing Annual General Meeting. The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges. As stipulated under the Clause 49 of the Listing Agreement with BSE Limited, brief resume of the Directors proposed to be appointed/re-appointed are given in the Notice convening Annual General Meeting. 6. PUBLIC DEPOSITS: During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. 7. EXTRACTOFANNUALRETURN: An extract of Annual Return in Form MGT9 is appended to this Report as Annexure 1. 8. LISTING OF SHARES ON BOMBAY STOCK EXCHANGE LIMITED: The Equity shares of the Company are listed on Bombay Stock Exchange Ltd (BSE) and admitted for trading w.e.f. 03rd August, 2001. 9. MEETINGS OF THE BOARD: The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The notice of Board meeting is given well in advance to all the Directors of the Company. Usually, meetings of the Board are held in Mumbai, Maharashtra. The agenda of the Board / Committee meetings is circulated 7 day prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met FIVE times during year the details of which are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013. 10. DIRECTORS'RESPONSIBILITY STATEMENT: Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3) (c) of the CompaniesAct, 2013 state that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 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 the company at the end of the financial year and of the profit of the company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. NOMINATION &REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 12. REMARKSONQUALIFICATION BYSECRETARIALAUDITOR The qualifications given under the Secretarial audit report are about the Non Appointment of Key Managerial Personnel under section 203 of Companies Act, 2013 read with applicable rules and Non Appointment of Internal Auditor of the Company under section 138 of CompaniesAct, 2013 read with applicable rules during the Audit period (01st April 2014-31* March, 2015). The Board in their meeting held on 30thMay, 2015 has already appointed M/s. I. P. Mehta and Company, Chartered Accountants as an Internal Auditor of the Company for Financial year 2015-16. With respect to appointment of Whole time Director/ Managing Director/Chief Executive Officer, cognizance must be had to the nature and volume of business of the Company, however, the Company is making all efforts now to engage a whole time director. Regarding Company Secretary and Chief Financial Officer, the Board is still looking for competent individuals and shall soon place them in office. 13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013 All contracts/arrangements/transactions entered by the Company during the financial yearwith related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Companyon materialityofrelated partytransactions. Your Directors draw attention of the members to Note 16.15 and Note 16.16 to the financial statement which sets out related partydisclosures. 14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: The details of loans, guarantee or investment under Section 186 of the Companies Act, 2013 is given under Notes to Accounts of financial statements. 15. ANNUALPERFORMANCEEVALUATIONBYTHEBOARD: Pursuant to the provisions of the CompaniesAct, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The Board has devised questionnaire to evaluate the performances of each of executive and non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas: I. Attendance of Board Meetings and Board Committee Meetings; ii. Quality of contribution to Board deliberations; iii. Strategic perspectives or inputs regarding future growth of Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management. 16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There was no significant or material order was passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company’s operations in future. 17. AUDIT COMMITTEE AND ITS COMPOSITION The composition of the Audit Committee is as under and the same has been given in Corporate Governance Report as required under Clause 49 of the Listing Agreement, which is annexed to this report. The Audit Committee of the Company reviews the reports to be submitted with the Board of Directors with respect to auditing and accounting matters. It also supervises the Company's internal control and financial reporting process. As on March 31,2015, the Audit Committee comprised of Mr. Siddhartha P. Shah (Independent Director), Mr. S. V. Rao (Independent Director), and Mr. Vipul Modi (Non-Executive Director). Mr. Siddhartha P. Shah is the Chairman of AuditCommittee of the Company. 18. WHISTLE BLOWER POLICY: The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for directaccess to the Chairman of the AuditCommittee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the Corporate Governance Report. We affirm that during the financial year 201415, no employee or directorwas denied access to the Audit Committee. 19. SECRETARIALAUDITREPORT: Pursuant to the provisions of Section 204 of the CompaniesAct, 2013, the Secretarial Audit Report received from M/s. SRM and Co., Practising Company Secretary is annexed and forming part of this report. 20. INTERNALAUDIT: The Board of Directors has appointed M/s. I. P. Mehta and Co., Chartered Accountants, in their meeting held on 30- May, 2015, as its Internal Auditor. Internal Auditor has given their reports on quarterly basis to the Audit Committee. Based on the report of internal auditfunction undertake corrective action in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the AuditCommittee of the Board. 21. INTERNALFINANCIALCONTROL: The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control. 22. CORPORATE GOVERNANCE REPORT: Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchange, the following have been made a part of the Annual Report and are attached to this report: • Management Discussion and Analysis Report • Corporate Governance Report • Auditors'Certificate regarding compliance of conditions of Corporate Governance • Director's Declaration 23. RISKMANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputationaland other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved bytheCommittee. 24. Details of policy developed and implemented by the company on its corporate social responsibility initiatives The provisions of Corporate Social Responsibility are notapplicable to the company. 25. COMMITTEES OF THE BOARD: During the year, in accordance with the Companies Act, 2013, the Board constituted five Committees of the Board, as follows: 1. Audit Committee 2. Stakeholders' Relationship Committee 3. Nomination and Remuneration Committee 4. Independent Directors Committee 5. Risk Management 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", a part of this Annual Report. 26. PARTICULARSOFREMUNERATION: There were no employees drawing more than aggregate remuneration as specified under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975, as amended. Detail of remuneration paid to all the directors are provided in the "Report on Corporate Governance", a part of this Annual Report. 27. AUDITORS AND AUDITORS REPORT: M/s J. B. Dudhela& Co., Chartered Accountants, Mumbai the Statutory Auditors of your Company hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend the re-appointment of M/s. J. B. Dudhela & Co., Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of Thirty Fourth Annual General Meeting of the Company and to audit financial statements from financial year 2015-16 to 201617 The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 28. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company did not have any activity related to conservation of energy, technology absorption. There were neither a foreign exchange earnings nor outgo during the year under review within the provisions of section 134(3)(m) of Companies act, 2013. 29. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has constituted an Internal Compliant Committee under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee. 30. ACKNOWLEDGMENT: Your Directors wish to place on record their gratitude for the continued co-operation and patronage extended by the esteemed customers. The Directors would also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the year under report by our bankers, customers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees atall levels during the year under report. For & on behalf of the Board of Directors Intellivate Capital Ventures Limited Sd/-Leena Modi Director Sd/-Vipul Modi Director Place: Mumbai Date :12th August 2015 |