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Intellivate Capital Ventures Ltd.

BSE: 506134 Sector: Financials
NSE: N.A. ISIN Code: INE512D01028
BSE 00:00 | 15 Jul 6.37 0






NSE 05:30 | 01 Jan Intellivate Capital Ventures Ltd
OPEN 6.37
52-Week high 6.40
52-Week low 3.00
P/E 127.40
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.37
CLOSE 6.37
52-Week high 6.40
52-Week low 3.00
P/E 127.40
Mkt Cap.(Rs cr) 19
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Intellivate Capital Ventures Ltd. (INTELLIVATECAPI) - Director Report

Company director report

Your Directors are pleased to present the 37th Annual Reporton the business and operations of the Company together with the Audited FinancialStatements for the Financial Year ended 31st March 2020.


S. No. Particulars Current Year ended 31st March 2020 Previous Year ended 31st March 2019
1. Total Revenue (Net) 3300000 3300000
2. Other Income 46947 43798
3. Total Income 3346947 3343798
4. Profit before Depreciation & Amortization Expenses Finance Cost and Tax 1692027 535521
5. Less : Depreciation and Amortization Expenses - -
6. Finance Cost - -
7. Profit before Tax 1692027 535521
8. Less: Provision for Tax 444000 140000
9. Deferred Tax Liability 572 -
10. (Excess)/Short Provision 3948 -
11. Profit after Tax 1243507 395521
12. Prior Period Adjustment (50000) -
13. Profit/(Loss) for the Year 1193507 395521
14. Balance of Profit as per last Balance Sheet 1820514 1424992
15. Balance Available for Appropriation 3014021 1820514
16. Balance of Profit carried to Balance Sheet 3014021 1820514


During the year under review the Company's Revenue from Operationsstood at same Rs. 3300000/- compared with Rs. 3300000/- in the previous year. TheOperating profit before tax stood at Rs. 1692027/- as against Operating profit beforetax of Rs. 535521/- in the Previous Year. The Net profit for the year stood at Rs.1193507/- as against Net profit of Rs. 395521/- reported in the Previous Year.

The Company continued to operate in the business of offering advisoryservices on several financial and corporate issues and there was no change in businessactivities. There are no material changes or commitments affecting the financial positionof the Company which have occurred between the end of the financial year and the date ofthis Report.


The Board has not recommended any dividend for Financial Year 2019-20in view of the current market outlook; and in order to preserve cash.


There was no change in share capital of the Company during the FY2019-20. The paid up equity share capital of your Company as on 31st March2020 was Rs. 29100000/- (Rupees Two Crores Ninety One Lakh only) divided into29100000 Equity shares of the face value of Rs. 1/- (Rupees One only) each. The saidshares are listed on BSE Limited.


The Management Discussion and Analysis Report on the operations of theCompany as required under Regulation 34 read with Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as 'Listing Regulations') and as approved by the Board ofDirectors is provided in a separate section and forms an integral part of this Report.


As required by Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return in form MGT-9 is annexed herewith as Annexure -I to this report.


During the year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.


To the best of knowledge and belief and according to the informationand explanations obtained by them your Directors make the following statement in terms ofSection 134(3) (c) of the Companies Act 2013:

a. that in the preparation of the Annual Financial Statements for theyear ended 31st March 2020 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;

b. that the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit of the company for that period;

c. that the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for

safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

d. the Annual Financial Statements have been prepared on a goingconcern basis;

e. that the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

f. that the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.


As per the provisions of Regulation 15(2) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theprovisions related to Corporate Governance as specified in Regulations 17 18 19 202122 23 24 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46and Para C D and E of Schedule V shall not apply to a listed entity having paid up ShareCapital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty FiveCrores as on the last day of the previous financial year.

As on the last day of the previous financial year the paid up ShareCapital and Net worth of the Company was below the threshold limits stated above therebypresently the Company is not required to comply with the above provisions of CorporateGovernance.

Accordingly the Report on Corporate Governance and Certificateregarding compliance of conditions of Corporate Governance are not made a part of theAnnual Report.


Details regarding Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 details regarding Conservation of EnergyTechnology Absorption Foreign Exchange Earnings and Outgo for the year under review areas follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations ofthe Company do not consume energy intensively. However Company continues to implementprudent practices for saving electricity and other energy resources in day-to-dayactivities.

b. Steps taken by the Company for utilizing alternate sources of energy- Though the activities undertaken by the Company are not energy intensive the Companyshall explore alternative sources of energy as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Companycontinues to take prudential measures in respect of technology absorption adaptation andtake innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year underreview are:

Particulars Year ended 31st March 2020 Year ended 31st March 2019
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil


During the year under review no employee was in receipt ofremuneration exceeding the limits as prescribed under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The necessary disclosure with respect to the remuneration of Directorsand employees as required under Section 197(12) of the Companies Act 2013 and Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beenappended as Annexure -II to this Report.


As required by Regulation 34(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 Cash FlowStatement is appended. As the Company does not have any Subsidiary Company or AssociateCompany or Joint Venture Company it is not required to publish Consolidated FinancialStatement.


The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of the independenceas prescribed both under section 149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. As per the provisions of the Companies Act 2013Independent Directors have been appointed for a period of five years and shall not beliable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act2013 read with Companies (Management & Administration) Rules 2014 and Articles ofAssociation of the Company Mr. Venkateswara Rao Whole Time Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for reappointment and your Board recommends his re-appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and Secretarial Standards on GeneralMeetings (SS-2)

issued by the Institute of Company Secretaries of India (ICSI) briefresume of the Directors proposed to be appointed/re-appointed are given in the Noticeconvening 37th Annual General Meeting.


There is no change in the board composition (Key Managerial Personnel)during the reporting period.


The Board meets at regular intervals to discuss and decide on Company /business policy and strategy apart from other Board business. A tentative annual calendarof the Board and Committee Meetings is informed to the Directors in advance to facilitatethem to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well inadvance to all the Directors of the Company. The agenda of the Board / Committee meetingsis circulated not less than 7 days prior to the date of the meeting. The agenda for theBoard and Committee meetings includes detailed notes on the items to be discussed at themeeting to enable the Directors to take an informed decision.

During the year under review 06 (Six) Board Meetings were convened andheld on 21st May 2019 10th June 2019 31st July 2019 13thAugust 2019 13th November 2019 and 13th February 2020 in accordancewith the provisions of the Companies Act 2013 and rules made there under. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings attended
Mr. Venkateswara Rao Whole Time Director 6 6
Mrs. Leena Modi Non-Executive Director 6 6
Mr. Siddharth Shah Independent Director 6 6
Mr. Ajit Ruwala Independent Director 6 6


As stipulated by the Code of Independent Directors under Schedule IV ofthe Companies Act 2013 a separate meeting of the Independent Directors of the Companywas held on 13th February 2020 to review among other things the performanceof non-independent directors and the Board as whole evaluation of the performance of theChairman and the flow of communication between the Board and the management of theCompany.


The Company's Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee


The Company through its Board of Directors has constituted AuditCommittee as per the provisions of Section 177 of the Companies Act 2013. During thefinancial year 2019-20 04 (Four) meetings of Audit Committee were held on 21stMay 2019 13th August 2019 13th November 2019 and 13thFebruary 2020.

The table below highlights the composition and attendance of theMembers of the Committee. The requisite quorum was present at all the Meetings.

Name of Director Position Meetings attended
Mr. Siddharth Shah Chairman 4
Mr. Ajit Ruwala Member 4
Mrs. Leena Modi Member 4

The Company Secretary acts as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted bythe Board of Directors.

The terms of reference of the Audit Committee include the matters asspecified under the Companies Act 2013 and the rules made thereunder. The Committee actsas a link between the Statutory/Internal Auditors and the Board of Directors of theCompany.

The terms of reference of the Audit Committee shall include but notlimited to the following:

a) To recommend the appointment/re-appointment/ re-placement and termsof appointment of the Auditors of the Company.

b) To review and monitor Auditor's independence and performance andeffectiveness of audit process.

c) To review with the Management the Quarterly Financial Results beforesubmission to the Board for approval.

d) Review the adequacy of internal control system. Finding of anyinternal investigations by the internal auditors in to matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature andreporting the matter to the Board.

e) Approval or any subsequent modification of transactions of theCompany with related parties.

f) Reviewing the Company's risk management policy.

g) To scrutinize inter-corporate loans and investments made by theCompany.

h) To evaluate the Internal Financial Controls and Risk ManagementSystems.

i) To carry out valuation of undertakings and the assets of theCompany wherever it is necessary.

j) To review with the management performance of Statutory andInternal Auditors adequacy of the Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessingthe qualifications experience and background etc. of the candidate.

m) To carry out any other function as may be assigned to AuditCommittee pursuant to any amendments to the Listing Regulations and the applicableprovisions of the Act.

n) To oversee the Company's financial reporting process and disclosureof the financial information to ensure that the financial statements are correctsufficient and creditable.

o) To review the following information/document:

> Management Discussion and Analysis of financial condition andresults of operation;

> Statement of significant related party transactions (as defined bythe Audit Committee) submitted by management;

> Management letter/letters of internal control weakness issued bythe Statutory Auditors;

> Internal audit reports relating to internal control weakness;

> Quarterly statement of deviation(s) including report of monitoringagency if applicable submitted to stock exchange(s) in terms of Regulation 32(1) of theListing Regulations.


The Company through its Board of Directors has constituted Nominationand remuneration Committee (hereinafter referred as "NRC") as per the provisionsof Section 178 of the Companies Act 2013. During the financial year 2019-20 02 (Two)meetings of NRC were held on 21st May 2019 13th August 2019.

The table below highlights the composition and attendance of theMembers of the Committee. The requisite quorum was present at all the Meetings.

Name of Director Position Meetings attended
Mr. Siddharth Shah Chairman 2
Mr. Ajit Ruwala Member 2
Mrs. Leena Modi Member 2

The Company Secretary acts as the Secretary to the Committee.

The broad terms of reference of the NRC as approved by the Board arein compliance with Section 178 of the Companies Act 2013 which are as follows:

a) To lay down criteria for determining qualifications positiveattributes and independence of a Director and recommend to the Board of Directors a policyrelating to the remuneration of the Directors Key Managerial Personnel and otheremployees.

b) To formulate a criteria for evaluation of performance of IndependentDirectors and the Board of Directors.

c) To recommend remuneration to be paid to a Director for any servicerendered by him to the Company which are of a professional nature and provide an opinionwhether such Director possess the requisite qualification for the practice of suchprofession.

d) To identify persons who are qualified to become Directors and whomay be appointed in Senior Management in accordance with the criteria laid down andrecommend to the Board of Directors their appointment and removal.

e) To decide whether to extend or continue the term of appointment ofthe Independent Director on the basis of the report of performance evaluation ofIndependent Directors.

f) To recommend to the Board the appointment and removal of theDirectors including Independent Directors.

g) Carrying out functions as delegated by the Board of Directors fromtime to time.

The Board of Directors has framed "Remuneration and NominationPolicy" which lays down a framework in relation to remuneration of Directors KeyManagerial Personnel and Senior Management of the Company. This policy also lays downcriteria for selection and appointment of Board Members. The said Policy is annexedherewith as Annexure - III to this report.


The Company through its Board of Directors has constituted StakeholdersRelationship Committee as per the provisions of Section 178 of the Companies Act 2013.During the financial year 2019-20 04 (Four) meetings of Stakeholders RelationshipCommittee were held on 21st May 2019 13th August 2019 13thNovember 2019 and 13th February 2020.

The table below highlights the composition and attendance of theMembers of the Committee. The requisite quorum was present at all the Meetings.

Name of Director Position Meetings attended
Mr. Siddharth Shah Chairman 4
Mr. Ajit Ruwala Member 4
Mrs. Leena Modi Member 4

The Company Secretary acts as the Secretary to the Committee. Ms.Ranjeeta Dey Company Secretary is designated as the "Compliance Officer" whooversees the redressal of the stakeholders' grievances.

Stakeholders Relationship Committee is empowered to oversee theredressal of Stakeholders complaints pertaining to transfer of shares non-receipt ofannual reports non-receipt of declared dividends issue of duplicate certificatestransmission /demat / remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by theCompany and its Registrar & Share Transfer Agent during the year 2019-20 are as under:

Nature of Complaints Opening at the beginning of year Received during the - year Redressed Pending at the end of year
Non-receipt of Share Certificate Nil Nil -- Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant Nil Nil -- Nil
Non-receipt of Annual Report Nil Nil -- Nil
Others Nil Nil -- Nil
Total Nil Nil -- Nil


Pursuant to the provisions of the Act and the Listing Regulations astructured questionnaire was prepared after taking into consideration the various aspectsof the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance. The performanceevaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-IndependentDirectors was carried out by the Independent Directors and Non-Executive Director. TheBoard of Directors expressed their satisfaction with the evaluation process.


The Directors are regularly informed during meetings of the Board andCommittees of the activities of the Company its operations and issues facing in businessof offering advisory services on several financial and corporate cases. Considering thelong association of the Directors with the Company and their seniority and expertise intheir respective areas of specialisation and knowledge of the Company's activities theirtraining and familiarization were not considered necessary and accordingly no suchprogrammes were conducted. The Board has framed a Familiarization Programme forIndependent Directors to familiarize the Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various programmes.


As per auditors' report no fraud u/s 143 (12) reported by the auditor.


The company is having website i.e. www.intellivatecapitalventures.inand annual return of the company has been also published on such website.



M/s. K. J. Shah & Associates Chartered Accountants Mumbai (FRN:127308W) were appointed as Statutory Auditors of the Company for a term of 05 (Five)years from the conclusion of the 34th Annual General Meeting till theconclusion of 39th Annual General Meeting of the Company subject toratification by Members at every subsequent Annual General Meeting.

Members are requested to note that vide Notification dated 07thMay 2018 issued by the Ministry of Corporate Affairs ratification of the Appointment ofStatutory Auditors at every Annual General Meeting is no longer required. Hence approvalof the Members for the ratification of Auditor's appointment is not being sought at theensuing Annual General Meeting.

Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.


Pursuant to Provision of Section 138 of Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board of Directors on recommendation of AuditCommittee has re-appointed M/s. I. P. Mehta and Co. Chartered Accountants as an InternalAuditor of Company. Internal Auditors submits their reports on quarterly basis to theAudit Committee.

Based on the report of internal audit function undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions thereon are presented to the Audit Committee of theBoard.


Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard has appointed Mr. Sanjay Maurya Proprietor of M/s. Maurya & Associates CompanySecretaries to conduct Secretarial Audit for the financial year ended on 31stMarch 2020.

Secretarial Audit Report issued by Mr. Sanjay Maurya Proprietor ofM/s. Maurya & Associates Company Secretaries in Form MR-3 is annexed herewith asAnnexure IV and forms an integral part of this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.


The company has in place Internal Financial Control systemcommensurate with size & complexity of its operations to ensure proper recording offinancial and operational information & compliance of various internal controls &other regulatory &statutory compliances. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountantsmonitor & evaluate the efficacy of Internal Financial Control system in the companyits compliance with operating system accounting procedures & policies at all thelocations of the company. The Audit Committee of the Board of Directors and StatutoryAuditors are periodically apprised of the internal audit findings and corrective actionstaken. Audit plays 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.


As the Company is not having net worth of rupees five hundred Crores ormore or turnover of rupees one thousand Crores or more or a net profit of rupees fiveCrores or more during any financial year the Company is not required to comply with theprovisions of Section 135 of the Companies Act 2013 with the regard to the formation ofthe CSR Committee and undertaking of Social Expenditure as required under the saidSection.


As Company does not have any subsidiaries or Associates Companies orjoint ventures it is not required to give disclosure in Form AOC-1 Pursuant to firstproviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules2014.


The Company has formulated a policy on Related Party Transactions forpurpose of identification and monitoring of such transactions. The said policy on RelatedParty Transactions is approved by the Board. During the year ended on 31stMarch 2020 our company has entered into transactions with related parties as definedunder Section 2(76) of the Companies Act 2013 read with applicable rules made thereunder which were in the ordinary course of business & on arms' length basis & inaccordance with the provisions of the Companies Act 2013 and Rules issued there under.

During the year ended on 31st March 2020 there were notransactions with related parties which qualify as material transactions. The details ofthe related party transactions as required under Accounting Standard-18 are set out inNote 18 to the Audited Financial Statements forming part of this Annual Report.


Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to AuditedFinancial Statements.


Pursuant to Section 177 of the Companies Act 2013 the Board hasadopted vigil mechanism in the form of Whistle Blower Policy to deal with instances offraud or mismanagement if any and to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on rising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc.


Your Company has an elaborated risk Management procedure and adoptedsystematic approach to mitigate risk associated with accomplishment of objectivesoperations revenues and regulations. Your Company believes that this would ensuremitigating steps proactively and help to achieve stated objectives. The entity'sobjectives can be viewed in the context of four categories Strategic OperationsReporting and Compliance. The Risk Management process of the Company focuses on threeelements viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assistthe Board in (a) Overseeing and approving the Company's enterprise wide risk managementframework; and (b) Overseeing that all the risk that the organisation faces. The key risksand mitigating actions are also placed before the Audit Committee of the Company.Significant audit observations and follow up actions thereon are reported to the AuditCommittee. The Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.


Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Companyunder ESOS.

3. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company operations infuture.

Your Directors further states that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal ) Act 2013.


The Board of Directors wishes to express its gratitude and record itssincere appreciation for the commitment and dedicated efforts put in by all the employees.Your Directors take this opportunity to express their grateful appreciation for theencouragement cooperation and support received by the Company from the local authoritiesbankers clients suppliers and business associates. The directors are thankful to theesteemed shareholders for their continued support and the confidence reposed in theCompany and its management.

For and on behalf of the Board of Directors
For Intellivate Capital Ventures Limited
Sd/- Sd/-
Venkateswara Rao Leena Modi
Whole time Director Director
DIN: 03138031 DIN: 00796382
Place: Mumbai
Date:12th August 2020