Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the audited statement of accounts of the Company for the financial year ended March31 2019.
FINANCIAL HIGHLIGHTS (STANDALONE)
The highlights of the standalone financial results for the financial year ended March31 2019 are as under:
| || ||Amount in Rs. Lakh |
| ||Year ended March 31 2019 ||Year ended March 31 2018 |
| ||(Ind AS) ||(GAAP) |
|Profit before Depreciation & Amortisation expenses and Tax ||13207.75 ||7195.65 |
|Less: Depreciation & Amortisation expenses ||406.33 ||165.03 |
|Profit before Tax ||12801.42 ||7030.62 |
|Less: Tax Expense ||2256.39 ||1818.65 |
|Profit after Tax ||10545.03 ||5211.97 |
|Add: balance of profit brought forward ||5991.20 ||1436.17 |
|Add: Other comprehensive income ||12.68 ||- |
|Amount available for appropriation ||16548.91 ||6648.14 |
|Appropriations || || |
|Interim Dividend on Equity Shares ||4631.28 ||- |
|Dividend distribution tax ||0.68 ||- |
|Balance of profit carried forward to Balance Sheet ||11916.95 ||6648.14 |
The total revenue of the Company during the financial year ended March 31 2019 stoodat Rs 317.11 crores with a net profit of Rs 105.45 crores. The Company proposes to retainthe entire amount of Rs 119.17 crores in the statement of profit & loss. Theconsolidated revenue of the Company stood at Rs 1997.28 crores and the consolidated netprofit stood at Rs 460.29 crores.
In keeping with the Company's policy of rewarding its shareholders the Board ofDirectors of the Company had for the financial year 2018-19 declared interim dividendof Re. 1/- per fully paid up equity share (face value of Rs 2/- per equity share) and aninterim dividend of Re. 0.25 per partly paid up equity share (face value of Rs 2 per sharewith paid up value of Re. 0.50 per share) in its meeting held on April 23 2018.
Further pursuant to the requirements of SEBI Circular no. SEBI/ LAD-NRO/GN/2016-17/008dated July 8 2016 the Dividend Distribution Policy of the Company is available on thewebsite of the Company i.e. https://www. indiabullsventures.com/investor/policies-codes/.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2018-19 Mr. Abhaya Prasad Hota (DIN: 02593219) (Ex-ManagingDirector of National Payments Corporation of India) has been appointed as an IndependentDirector on the Board of the Company for a period of three years w.e.f. August 25 2018and members of the Company in their 23rd Annual General Meeting held onSeptember 21 2018 had approved the appointment of Mr. Hota as an Independent Director fora term of three years w.e.f. August 25 2018 to August 24 2021 and he is not liable toretire by rotation.
In compliance with the applicable SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 which shall came into force w.e.f. April 12019 regarding age limit to 75 years for Independent Directors Brig.
Labh Singh Sitara (Retd.) (DIN: 01724648) independent director of the Company havingattained the age of over 75 years has resigned from the directorship of the Companyw.e.f. March 31 2019. The Board has placed on record its appreciation for thecontribution made by Mr. Sitara during his tenure of office.
To ensure continuity of guidance from (a) Mr. Shyam Lal Bansal (DIN: 02910086)(Ex-Chairman & Managing Director of Oriental Bank of Commerce) and (b) Mr. Alok KumarMisra (DIN: 00163959) (Ex-Chairman & Managing Director of Bank of India) the existingIndependent Directors of the Company whose existing term is upto August 27 2019 theBoard has recommended their re-appointment as Independent Directors of the Company foranother term of one year from August 28 2019 to August 27 2020. Keeping in view theirvast experience and knowledge the Board is of the view that their re-appointment asIndependent Directors on the Board will be in the interest of the Company.
All the Independent Directors have given declaration that they meet the criteria ofindependence laid down under Section 149 (6) of the Companies Act 2013 (the Act) and inRegulation 16(1)(b) of SEBI LODR Regulations.
In accordance with the provisions of Section 152 of the Act and in terms of theMemorandum and Articles of Association of the Company Mr. Gagan Banga (DIN: 00010894)Non-Executive Director of the Company retires by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers himself for re-appointment. The Boardrecommends his re-appointment.
Present composition of the Board is provided in the Report on Corporate Governancepresented in a separate section forming part of this Annual Report. The brief resume ofthe Director(s) proposed to be appointed/reappointed nature of their expertise inspecific functional areas terms of appointment and names of companies in which they holddirectorships and memberships/chairmanships of Board Committees are provided in theNotice convening the 24th Annual General Meeting of the Company.
During the financial year 2018-19 the Company had:
(a) Issued and allotted an aggregate of 79639888 fully paid up equity shares of facevalue of Rs 2/- each i.e.
(i) 33800000 fully paid up equity shares allotted upon conversion of equivalentnumber of warrants
(ii) 45839888 fully paid up equity shares allotted to foreign companies/investors onpreferential basis.
(b) Issued and allotted an aggregate of 27985452 Compulsory Convertible Debenture offace value of Rs 550/- each to certain foreign investors convertible into 27985452fully paid up equity shares of the Company within 18 months of allotment.
(c) Forfeited 39195 partly paid up rights equity shares of the Company due tonon-payment of first call money by the concerned shareholders.
Subsequently from April 1 2019 till date of this report:
(i) The Company has received the second call money on 1199058 partly paid shares.
(ii) The Company has issued and allotted 6756616 fully paid up equity shares of facevalue Rs 2/- each of the Company to eligible employees upon exercise of options vested intheir favour under -'Indiabulls Ventures Limited Employees Stock Option Scheme - 2008' and'Indiabulls Ventures Limited Employees Stock Option Scheme - 2009'.
As a result of the aforesaid the paid up share capital of the Company stands increasedto Rs 1148731850.20 comprising of 528787506 fully paid up Equity Shares of face valueof Rs 2 each and 82765146 partly paid up Equity Shares of face value of Rs 2 each withpaid up value of Rs 1.10 each and 143972 partly paid up Equity Shares of face value ofRs 2 each with paid up value of Re. 0.80 each).
STATEMENT OF DEVIATION(S) OR VARIATION(S) PURSUANT TO REGULATION 32 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
Pursuant to Regulation 32 of the SEBI LODR Regulations statement of deviation for thequarter and year ended March 31 2019 on the utilization of proceeds of Rights Issue ofthe Company was placed before the Audit Committee in its meeting held on April 25 2019wherein the Audit Committee noted that there was no deviation as regards the utilizationof funds from the Objects stated in the Letter of Offer for Company's Rights Issue andpost its approval the same was submitted with the Stock Exchanges on April 25 2019.
EMPLOYEE STOCK OPTIONS
Presently stock options granted to the employees operate under the schemes namely;"Indiabulls Ventures Limited Employees Stock Option Scheme - 2008 and"Indiabulls Ventures Limited Employees Stock Option Scheme - 2009. During the yearunder review no stock option was granted to any employee. There has been no materialvariation in the terms of the options granted under any of these schemes and both theschemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014.The disclosures required to be made under Securities and Exchange Board of India (ShareBased Employee Benefits) Regulation 2014 and the Companies Act 2013 read with Rule 12 ofthe Companies (Share Capital and Debentures) Rules 2014 in respect of all existing ESOPSchemes of the Company have been placed on the website of the Companywww.indiabullsventures.com
During the year under review the Company has not accepted any deposits from thepublic falling within the ambit of Chapter V of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014.
LISTING WITH STOCK EXCHANGES
The Fully paid up Equity Shares (ISIN: INE274G01010) and partly paid up Rights EquityShares (ISIN: IN9274G01034) of the Company continue to remain listed at BSE Limited andNational Stock Exchange of India Limited. The listing fees payable to both the exchangesfor the financial year 2019-20 have been paid. The GD'issued by the Company continue toremain listed on Luxembourg Stock Exchange.
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT 2013 READWITH THE RELEVANT RULES AND SEBI LODR REGULATIONS
The information required to be disclosed pursuant to Section 134 and Section 197 of theCompanies Act 2013 read with the relevant rules (to the extent applicable) and SEBI LODRRegulations not elsewhere mentioned in this Report are given in "AnnexureA" forming part of this Report.
(a) Statutory Auditors
M/s Walker Chandiok & Co LLP (Firm Regn. No. 001076N/N500013) (a member of GrantThornton International) the statutory auditors of the Company were appointed by themembers in their 22nd Annual General Meeting held on September 29 2017 for aperiod of five years i.e. until the conclusion of the 27th Annual GeneralMeeting of the Company.
The Notes to the Accounts referred to in the Auditors' Report are self - explanatoryand therefore do not call for any further explanation. No frauds have been reported by theAuditors of the Company in terms of Section 143(12) of the Companies Act 2013.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with therules made thereunder the Company has appointed M/s A. K. Kuchhal & Co. a firm ofCompany Secretaries in practice as its Secretarial Auditors to conduct the secretarialaudit of the Company for the Financial Year 2018-19. The Company has provided allassistance facilities documents records and clarifications etc. to the SecretarialAuditors for conducting their audit. The Report of Secretarial Auditors for the FinancialYear 2018-19 is annexed as "Annexure 1" and forming part of this Report.The Report is self - explanatory and therefore do not call for any further explanation.
The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure2" and forming part of this Report.
(c) Cost Records
The Company is not required to prepare and maintain cost records pursuant to Section148(1) of the Companies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken projects in the area of Nutrition as per its CSR Policy (availableon your Company's website https://www.indiabullsventures.com/ investor/policies-codes/)and the details are contained in the Annual Report on CSR Activities given in "Annexure3" forming part of this Report. The project is in accordance with Schedule VIIof the Companies Act 2013 read with the relevant rules. For details regarding the CSRCommittee please refer to the Corporate Governance Report forming part of Annual Reportfor the financial year 2018-19.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI LODR Regulations Management's Discussion andAnalysis Report (MDA) for the year under review is presented in a separate sectionforming part of this Annual Report. The disclosures made under MDA are to be read togetherwith this Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of SEBI LODR Regulations a separate section on CorporateGovernance Practices followed by the Company together with a certificate from apracticing Company Secretary confirming compliance form part of this Annual Report whichis to be read together with this Report.
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 of the SEBI LODR Regulations a separate section on theBusiness Responsibility Report (BRR) is presented in a separate section forming part ofthis Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Companies Act 2013:
a) that in the preparation of the annual accounts for the year ended March 31 2019the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
b) that such accounting policies as mentioned in the Notes to the Financial Statementshad been selected and applied consistently and judgments and estimates have been made thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2019 and the profit and loss of the Company for the yearended on that date;
c) that proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual accounts had been prepared on a going concern basis;
e) that proper internal financial controls were in place and that such financialcontrols were adequate and were operating effectively; and
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
The Company's Environmental Management System (EMS) focuses on assessing theenvironmental cost of the Company's services and activities and seeks to reduce oreliminate the negative impact and increase their positive effects. Environmentalsustainability is important to the Company and is one of the reasons behind the Company'spush to digitize its processes.
Electronic copies of the Annual Report for Financial year 2018-19 and Notice of the 24thAGM are being sent to all the members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report for Financial year 2018-19 and Notice ofthe 24th AGM are being sent in the permitted mode.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice of the 24thAGM. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2014 as substituted by Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of SEBI LODRRegulations. The instructions for remote e-voting are provided in the Notice convening the24th AGM.
Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functional areasand the efficient utilization of all its resources for sustainable and profitable growth.Your Directors wish to place on record their appreciation of the contributions made andcommitted services rendered by the employees of the Company at various levels. YourDirectors also wish to express their gratitude for the continuous assistance and supportreceived from the investors clients bankers regulatory and government authoritiesduring the year.
| ||For and on behalf of the Board of Directors |
| ||Divyesh B. Shah ||Pinank Jayant Shah |
|Date: July 31 2019 ||Whole-time Director & CEO ||Executive Director |
|Place: Mumbai ||DIN:00010933 ||DIN:07859798 |