Inventure Growth & Securities Ltd.
|BSE: 533506||Sector: Financials|
|NSE: INVENTURE||ISIN Code: INE878H01016|
|BSE 00:00 | 24 Apr||Inventure Growth & Securities Ltd|
|NSE 05:30 | 01 Jan||Inventure Growth & Securities Ltd|
|BSE: 533506||Sector: Financials|
|NSE: INVENTURE||ISIN Code: INE878H01016|
|BSE 00:00 | 24 Apr||Inventure Growth & Securities Ltd|
|NSE 05:30 | 01 Jan||Inventure Growth & Securities Ltd|
Your Directors are pleased to present the 24th Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2019. The summarized financial results for the yearended 31st March 2019 are as under:
I. Consolidate Financial Information :
(Rs. In Lacs)
II Standalone Financial Information:
(Rs. In Lacs)
1. OVERVIEW OF COMPANY'S FINANCIAL PERFOMANCE.
The company has incurred a loss of Rs (558.62) for the financial year 2018-19.
2. CHANGE IN NATURE OF BUSINESS.
Company has altered Memorandum of Association by inserting following sub-clauses asclause 22 after existing sub-clause 21 under "Objects incidental or ancillary tothe attainment of the main objects" by way of Postal Ballot notice dated 12thFebruary 2018 as follows and all subsequent clauses be re-numbered accordingly:"(III) (B) The objects incidental or ancillary to the attainment of the main objects:
22. To promote one or more company(ies) directly or through its subsidiaries from timeto time which can engage in all activities related to real-estate sector including but notlimited to construction and development in accordance to the such applicable provisions ofthe regulatory authorities/act applicable if any; from time to time."
During the year the company has made Subscription of 2490000 Equity Shares of Rs.10/-each in lnventure Developers Private Limited (Wholly Owned Subsidiary Company) for thepurpose of diversification in the present activities of the company.
3. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.
There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2018-19 and the date ofthis report.
Company have invested in "Inventure Developers Private limited" wholly ownedsubsidiary. The Company has invested Rs. 24900000 in Wholly Owned Subsidiary Companyi.e. Inventure Developers Private Limited.
Company has not issued any bonus Shares securities with Differential Voting Rightsany SWEAT Equity any Employee Stock Option or any preferential issue of Warrants orConvertible into Equity Shares along with your Company has not brought back any securitiesfrom Market.
Based on the Company's performance the directors are pleased to recommend for approvalof the members a dividend of Rs. 0.25 per share for the financial year 2018-19. Thedividend on equity shares if approved by the members would involve a cash outflow of Rs.2.1 crores excluding dividend tax.
6. CONSOLIDATED ACCOUNTS.
In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (the Listing Regulations) Consolidated FinancialStatements and all its Subsidiaries and Associate Companies have been prepared for thefinancial year 2018-19 under the Report. The Audited Consolidated Financial Statementsalongwith the Auditor's Report thereon forms part of this Annual Report. The AuditedConsolidated Financial Statements presented by the Company includes the Financial Resultsof the all Subsidiaries.
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
The Company has 6 subsidiaries as follow
Inventure Finance Private Limited
Inventure Commodities Limited
Inventure Merchant banker Services Private Limited
Inventure Insurance Broking Private Limited
Inventure Wealth Management Limited
Name of the companies which have become subsidiary during the year:
INVENTURE DEVELOPERS PRIVATE LIMITED was incorporated with effect from June 8 2018.
A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Sundays and public holidays up to the date of the Annual GeneralMeeting (AGM') as required under Section 136 of the Companies Act 2013.
Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiaries andall other documents required to be attached to this report have been uploaded on thewebsite of your Company (www.inventuregrowth.com) The financial performance of each of thesubsidiaries included in the consolidated financial statements of your Company is set outin the Annexure A as AOC-1 to this Report. Additional details of the performanceand operations of the subsidiaries along with details of the restructuring and investmentsmade by your Company are set out in the Management Discussion and Analysis which alsoforms part of this report.
8. MANAGEMENT DISCUSSION AND ANALYSIS.
The Management Discussion and Analysis (MDA) report for the year under review of theoperations and state of the affairs of the Company and all its subsidiaries forms anintegral part of this Annual Report and gives details of the overall industry structureeconomic developments performance and state of affairs of Company's various businessesand other material developments during the financial year 2018-19.
9. TRANSFER TO RESERVE.
During the year under review no amount was transferred to General Reserve.
10. CORPORATE GOVERNANCE REPORT.
The Company is committed to maintain highest standards of corporate governance alignedwith the best practices. Pursuant to applicable provisions of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a detailed report on Corporate Governance.A Certificate from the Auditors confirming compliance of the conditions of CorporateGovernance as stipulated under the Listing Regulations forms Part to this report.
AUDITOR'S & AUDIT REPORT:
A. STATUTORY AUDITORS
M/s PHD & Associates Chartered Accountants having firm Registration No.11236W werere-appointed at the 20th Annual General Meeting held on 24th September 2015 as thestatutory auditors of the Company to hold office until the conclusion of Annual GeneralMeeting to be held in the calendar year 2020.They fulfill the criteria provided in Section141 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 itsInternal Auditor. During the year the Company continued to implement their suggestionsand recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Internal Auditors findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing 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 hasappointed D. M. Zaveri & Co. a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Reportis annexed herewith as Annexure B. There was no qualification reservation oradverse remarks made by either by the auditor in their respective report for the financialyear ended 31st March 2019.
11. EXPLANATION OR COMMENTS ON QUALIFICATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADEBY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS RESERVATIONS
There was no qualification reservation or adverse remarks made by either by theauditor in their respective report for the financial year ended 31st March 2019.
There was no qualification reservation or adverse remarks made by secretarial auditorin their report for the financial year ended 31st March 2019.
12. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by Central Governmentunder sub- section (1) of Section 148 of the Companies Act 2013.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL.
Shri. Harilal Rita Director is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible have offered himself forreappointment. Appropriate resolution for his reappointment is being placedfor your approval at the ensuing AGM. The brief resume of the Directors and other relatedinformation has been detailed in the Notice convening the 24th AGM of your Company. YourDirectors recommend his reappointment as Non Executive Director of your Company.
During the year under review there is change in the Board of Directors of the Company
Shri Nagji K. Rita Non-Executive Director has resigned from the Company w.e.f. 4thAugust 2018.
Mrs. Lasha Meet Rita Non-Executive Non-Independent Director has been appointed in thecompany w.e.f. 31st January 2019.
Mr. Meet Rita Whole Time Director has been appointed in the company w.e.f. 21st August2018.
The Independent Directors of your Company hold office up to September 2019 and are notliable to retire by rotation.
Shri Kanji B. Rita Chairman & Managing Director and Shri Kamlesh S. LimbachiyaWhole Time Director Mr. Meet K. Rita Whole Time Director Mrs. Bhavi Gandhi CompanySecretary and Mr. Arvind Gala CFO are the Key Managerial Personnel of your Company inaccordance with the provisions of Sections 2(51) 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (includingany statutory modification(s) or reenactment(s) for the time being in force).
14. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) of the Companies Act 2013 (including any statutorymodification(s) or reenactment(s) for the time being in force) the Directors ofyour Company confirm that:
(a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or reenactment(s) for the time being inforce) have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2019 and of the profitand loss of the Company for the financial year ended 31st March 2019;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or reenactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern' basis;
(e) Proper internal financial controls laid down by the Directors were followed by yourCompany 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 werein place and that such systems were adequate and operating effectively.
15. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) orreenactment(s) for the time being in force) the process for evaluation of theannual performance of the Directors/ Board/ Committees was carried out. The criteriaapplied in the evaluation process are detailed in the Corporate Governance Report whichforms part of this report.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process based on the recommendation of the Nomination& Remuneration Committee.
16. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orreenactment(s) for the time being in force) The silent aspects covered in theNomination and Remuneration Policy has been outlined in the Corporate Governance Reportwhich forms part of this report.
The Managing Director & Whole Time Directors of your Company does not receiveremuneration from any of the subsidiaries of your Company.
17. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of Section149(6) of the Companies Act 2013 read with the Schedules and Rules issued thereunder aswell as Regulation 16(1) (b) of Listing Regulations (including any statutorymodification(s) or reenactment(s) for the time being in force).
18. COMMITTEES OF THE BOARD
There are currently four committees of the board as indicated below:
1. Audit committee
The members of the committee met 4 times i.e. 17.05.2018 04.08.2018 14.11.2018 and30.01.2019 during the financial year.
2. Nomination and Remuneration committee.
The Remuneration Committee met 3 times i.e. 4th August 2018 21st August 2018 and 30thJanuary 2019 during given period.
3. Stakeholder Relationship committee.
There is no Stakeholder Relationship committee meeting held during the year.
4. Corporate Social Responsibility Committee.
There is no CSR committee meeting held during the year.
Details of all the committees along with their charters composition and meeting heldduring the year are provided in the report on corporate governance forms part of theAnnual Report.
19. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
During the financial year 2018-19 the Board met for 5 times and there were 4 Auditcommittee Meetings held. The details of the meetings of the Board of Directors and itsCommittees convened are given in the Corporate Governance Report which forms a part ofthis report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
20. LOANS GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2019 are set out in Note no. 13 & 18 to the StandaloneFinancial Statements forming part of this report.
Company have invested in "Inventure Developers Private limited" wholly ownedsubsidiary. The Company has invested Rs. 2490000 Equity Shares of Rs.10/- each in WhollyOwned Subsidiary Company i.e. Inventure Developers Private Limited.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure C to this Report and is also available on the Company'swebsite URL: www.inventuregrowth.com
The details forming part of the extract of the Annual Return as on 31st March 2019 inForm MGT 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as AnnexureC to this report.
22. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188
All related party transactions that were entered into during the financial year were onarm's length basis and were in ordinary course of the business and that the provisions ofsection 188 of the Companies act 2013 are not attracted. Thus disclosure in form AOC-2 isnot required refer note-31 of Balance sheet. Further there are not materially significantrelated party transections made by the company with promoters key managerial personal orother 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 withthe related party transections as approved by the audit committee and board of directorsis available on the web link www.inventuregrowth.com.
23. VIGIL MECHANISM
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations. Your Company has an ethics employees can raiseconcerns regarding any discrimination harassment victimization any other unfairpractice being adopted against them or any instances of fraud by or against your Companydirectly to the Chairman.
Any incidents that are reported are investigated and suitable action taken in line withthe whistle blower policy. The Whistle Blower Policy is available on your Company'swebsite (www.inventuregrowth.com)
24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship ofMr. Bharat P. Shah Independent Director. The other members of the Committee are Mr. KanjiB. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors based on therecommendations of the Committee formulated a CSR Policy. The detailed CSR Policy isavailable on web link www.inventuregrowth.com Annual report on CSR as required underCompanies (Corporate Social Responsibility Policy) Rules 2014.
The Company confirms that the implementation and monitoring of the CSR Policy is incompliance with the CSR objectives and Policy of the Company. Implementation by thecompany on its corporate social responsibility initiatives are Annexure D in thisReport.
25. FAMILIARIZATION PROGRAMME
The Company has conducted various sessions during the financial year to familiarizeindependent Directors with the Company their roles responsibilities in the Company andthe technology and the risk management system of the Company. Further the Directors areencouraged to attend to the training programs being organized by variousregulators/bodies/institutions on above matters.
26. LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited National StockExchange of India Limited and Metropolitan Stock Exchange of India. The Annual Listing Feefor the year 2018-19 has been duly paid to the Stock Exchange.
27. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.
The particulars required by the Section 134(3)(m) of the Companies Act 2013 ("theAct") read with rule 8 (3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not furnished considering the natureof activities undertaken by the Company during the year under review.
Foreign Exchange Earning and Outgo
Company has no foreign exchange earnings and outgo.
28. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES.
The Company's Policy relating to appointment of Directors payment of Managerialremuneration including criteria for determining Directors' qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 is furnished in Annexure E and is attached tothis report.
29. RISK MANAGEMENT POLICY.
The company has devised and implemented a mechanism for Risk management and hasdeveloped a risk management policy. The policy provides for constitution of a riskcommittee which will work towards creating a risk register identifying internal andexternal and implementing risk mitigating steps. The committee will on quarterly basisprovides status update to the board of directors of the company.
In line with the new regulatory requirement the company has formally framed a riskmanagement policy to identify and assess the key risk area monitor and report complianceand effectiveness of the policy and procedures. A risk management committee under thechairmanship of Mr. Kamlesh S. Limbachiya has also been constituted to oversee the riskmanagement process in the company
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure F.
The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is not applicable to the Company as therewas no employee drawing remuneration of Rs. 102 lakh per annum or Rs. 8.5 lakh per monthduring the year ended March 31 2019.
The Company has not paid any remuneration to its Non-Executive Directors exceptsitting fees for attending the meetings of the Board and Committee thereof during the FY2018-19. The details of the same are provided in the corporate governance Report formspart of the Annual Report.
31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.
An Internal complaints committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
During the year 2018-19 The Company has 130 employees and no complaints were receivedby the Company related to sexual harassment.
32. PUBLIC DEPOSITS (UNDER CHAPTER V):
We had not accepted any deposit from public during the year under review.
33. INTERNAL FINANCIAL CONTROLS SYSTEMS AND ADEQUACY.
The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The Company'sinternal control systems commensurate with the nature of its business the size andcomplexity of its operations.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Audit Committee of the Board of Directors Statutory Auditors and the SeniorManagement are periodically apprised of the internal audit findings and corrective actionstaken. Audit provides a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
34. 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 SEBIThe SEBI Whole Time Member has passed an Order against The Company Its Directors and KMPof the Company as follows:
1. They shall not access the securities market or buy sell or otherwise deal in thesecurities market either directly or indirectly for a period of 4 years from the date ofthe order.
2. They shall not associate themselves with any listed company or company proposing tolist or any registered intermediary in the capacity of a director key managementpersonnel or partner (in case of a partnership firm) for a period of 4 years with effectfrom January 1 2019.
3. CFO & CS were warned/ cautioned to exercise due care & diligence in futureSEBI vide its order dated 6th August 2018 The Company filed an Appeal at SecuritiesAppellate Tribunal as on challenging the Order of SEBI. Proceedings at SAT have done andFinal Order from SAT is awaited.
Further in respect of Notice on 31/10/2017 under Rule 4(1) of SEBI (Procedure forHolding Inquiry and imposing penalties by adjudicating Officer) Rules 1995 read withSection 151 of the SEBI Act 1992 Personal Hearing is done at SEBI as on 25th March2019. Final Order from Adjudication Officer is awaited.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.
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