You are here » Home » Companies » Company Overview » Intellivate Capital Ventures Ltd

Intellivate Capital Ventures Ltd.

BSE: 506134 Sector: Financials
NSE: N.A. ISIN Code: INE512D01028
BSE 00:00 | 14 Nov 11.63 0
(0.00%)
OPEN

11.63

HIGH

11.63

LOW

11.63

NSE 05:30 | 01 Jan Intellivate Capital Ventures Ltd
OPEN 11.63
PREVIOUS CLOSE 11.63
VOLUME 1401
52-Week high 11.63
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.63
CLOSE 11.63
VOLUME 1401
52-Week high 11.63
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 34
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

TO

THE MEMBERS OF THE COMPANY

Your Directors are pleased to present the 39th Annual Report on the businessand operations of the Company together with the Audited Financial Statements for theFinancial Year ended 31st March 2022.

FINANCIAL RESULTS:

(Amount in Rs.)
S. No. Particulars Current Year ended 31st March 2022 Previous Year ended 31st March 2021
1. Total Revenue (Net) - 3300000
2. Other Income 612081 63144
3. Total Income 612081 3363144
4. Profit before Depreciation & Amortization Expenses Finance Cost and Tax (2359237) 1930878
5. Less : Depreciation and Amortization Expenses - -
6. Finance Cost - -
7. Profit / (Loss) before Tax (2359237) 1930878
8. Less: Provision for Tax - 516000
9. Deferred Tax Liability (294682) 216
10. (Excess)/Short Provision (70) (1091)
11. Profit after Tax (2064485) 1415753
12. Prior Period Adjustment -
13. Profit/(Loss) for the Year (2064485) 1415753
14. Balance of Profit as per last Balance Sheet 4429773 3014021
15. Balance Available for Appropriation 2365288 4429773
16. Balance of Profit carried to Balance Sheet 2365288 4429773

REVIEW OF OPERATIONS:

During the year under review the Company's Revenue from Operations is Nil as comparedwith Rs. 3300000/- in the previous financial year. The Operating profit before tax stoodat Rs. (2359237)/- as against Operating profit before tax of Rs. 1930878/- in thePrevious Year. The Net profit for the year stood at Rs. (2064485)/- as against Netprofit of Rs. 1415753/- reported in the Previous Year.

The Company continued to operate in the business of offering advisory services onseveral financial and corporate issues and there was no change in business activities.There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

DIVIDEND AND RESERVES:

The Board has not recommended any dividend for Financial Year 2021-22 in view of thecurrent market outlook; and in order to preserve cash.

SHARE CAPITAL OF THE COMPANY:

There was no change in share capital of the Company during the FY 2021-22. The paid upequity share capital of your Company as on 31st March 2022 was Rs.29100000/- (Rupees Two Crores Ninety One Lakh only) divided into 29100000 Equityshares of the face value of Rs. 1/- (Rupees One only) each. The said shares are listed onBSE Limited.

MANAGEMENT DISCUSSIONS AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company asrequired under Regulation 34 read with Schedule V of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as 'Listing Regulations') and as approved by the Board of Directors isprovided in a separate section and forms an integral part of this Report.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

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

e. that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. That the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE REPORT:

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the provisionsrelated to Corporate Governance as specified in Regulations 17 18 19 20 2122 23 2425 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D andE of Schedule V shall not apply to a listed entity having paid up Share Capital notexceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores as onthe last day of the previous financial year.

As on the last day of the previous financial year the paid up Share Capital and Networth of the Company was below the threshold limits stated above thereby presently theCompany is not required to comply with the above provisions of Corporate Governance.

Accordingly the Report on Corporate Governance and Certificate regarding compliance ofconditions of Corporate Governance are not made a part of the Annual Report.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Details regarding Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However Company continues to implement prudent practicesfor saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to takeprudential measures in respect of technology absorption adaptation and take innovativesteps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable

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

(Rs. in Lakhs)
Particulars Year ended 31st March 2022 Year ended 31st March 2021
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

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

CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 Cash Flow Statement isappended. As the Company does not have any Subsidiary Company or Associate Company orJoint Venture Company it is not required to publish Consolidated Financial Statement.

DIRECTORS/KMP

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of the independence as prescribed both undersection 149(6) of the Companies Act 2013 and under Regulation 16 (1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

During the period under review there were following changes in the Board of Directors& KMP of your Company:

Appointment

Mr. Anubhav Dham & Ms. Anamika Dham has been appointed as Additional Director ofthe Company in the Board meeting held on 26th November 2021 subject to approvalof shareholders in the ensuing Annual General Meeting.

Board of Directors on the recommendation of the Nomination and Remuneration Committeeat its Meeting held on 14th February 2022 approved the appointment of Ms.Aarti Jain as Additional Director (Non-executive) Mr. Amit Gupta & Ms. Sehar Shaminas Additional Director (Independent) to hold office upto the date of the upcoming AnnualGeneral Meeting of the Company or the last date when Annual General Meeting should be heldsubject to the approval of the Members at the said Annual General Meeting to hold officeas an Independent Director for a term of 5 (five) consecutive years commencing from 14thFebruary 2022.

Board of Director on the recommendation of Nomination and Remuneration Committee at itsmeeting held on 14th February 2022 approved the appointment of Mr. NarenderKumar Sharma (M.No. 30675) as Company Secretary & Compliance Officer of the Companydesignated as Key Managerial Personnel.

Resignation

During the period under review the following Directors & KMP has resigned from theBoard w.e.f 14th February 2022.

A. Resignation of Mr. Anil Govindas Popat (DIN: 00762549) from the position ofIndependent Director.

B. Resignation of Mr. Paresh Tulsidas Vora (DIN: 00340858) from the position ofIndependent Director.

C. Resignation of Mr. Leena Vipul Modi (DIN: 00796382) from the position of Director.

D. Resignation of Mr. Amit Arvind Kumar Kesari (DIN: 00813960) from the position ofWhole Time Director.

E. Resignation of Mr. Riya Manish Sidhpura from the position of Chief FinancialOfficer.

Ms. Ranjeeta Dey has tendered her resignation from the post of Company Secretary &Compliance Officer w.e.f 09.09.2021.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Secretarial Standards on General Meetings (SS-2)issued by the Institute of Company Secretaries of India (ICSI) brief resume of theDirectors proposed to be appointed/re- appointed are given in the Notice convening 38thAnnual General Meeting of the Company.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2022 the Board had five membersthree of whom are non executive and non-independent director and two independentdirectors. One of the non executive and non independent director of the Board are women.The details of Board and committee composition tenure of directors areas of expertiseand other details are available in the Corporate governance report that forms part of thisIntegrated Annual Report.

The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website i.e. www.intellivatecapitalventures.in.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 25 of the ListingRegulations.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. A tentative annual calendar of the Board andCommittee Meetings is informed to the Directors in advance to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all theDirectors of the Company. The agenda of the Board / Committee meetings is circulated notless than 7 days prior to the date of the meeting. The agenda for the Board and Committeemeetings includes detailed notes on the items to be discussed at the meeting to enable theDirectors to take an informed decision.

During the year under review 05 (Five) Board Meetings were convened and held on 22ndJune 2021 13th August 2021 13th November 2021 26thNovember 2021 and 14th February 2021 in accordance with the provisions of theCompanies Act 2013 and rules made there under. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.

Name of Director Category Meetings held during Year Meetings Attended
Mrs. Leena Modi Non-Executive Director 5 4
Mr. Anil Popat Independent Director 5 4
Mr. Paresh Vora Independent Director 5 4
Mr. Amit Kesari Whole Time Director 5 4
Mr. Anubhav Dham Additional Director 5 1
Mr. Anamika Dham Additional Director 5 1

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors of the Company was held on 14thFebruary 2022 to review among other things the performance of non-independent directorsand the Board as whole evaluation of the performance of the Chairman and the flow ofcommunication between the Board and the management of the Company.

COMMITTEES OF THE BOARD:

The Company's Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

The Company through its Board of Directors has constituted Audit Committee as per theprovisions of Section 177 of the Companies Act 2013. During the financial year 2021-2204 (Four) meetings of Audit Committee were held on 22nd June 2021 13thAugust 2021 13th November 2021 and 14th February 2022.

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

Name of Director Position Meetings attended
Mr. Anil Popat Chairman 4
Mr. Paresh Vora 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 by the Board ofDirectors.

During the period under review Board of Directors has reconstitute the Audit Committeew.e.f. 14th February 2022 and the new composition of Board of Directors are asfollow:

S.No. Name of Member Designation
1 Sehar Shamin Chairman
2 Amit Gupta Member
3 Anubhav Dham Member

The terms of reference of the Audit Committee include the matters as specified underthe Companies Act 2013 and the rules made thereunder. The Committee acts as a linkbetween the Statutory/Internal Auditors and the Board of Directors of the Company.

The terms of reference of the Audit Committee shall include but not limited to thefollowing:

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

b) To review and monitor Auditor's independence and performance and effectiveness ofaudit process.

c) To review with the Management the Quarterly Financial Results before submission tothe Board for approval.

d) Review the adequacy of internal control system. Finding of any internalinvestigations by the internal auditors in to matters where there is suspected fraud orirregularity or a failure of internal control systems of a material nature and reportingthe matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with relatedparties.

f) Reviewing the Company's risk management policy.

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

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company wherever it isnecessary.

j) To review with the management performance of Statutory and Internal Auditorsadequacy of the Internal Control System.

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

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

m) To carry out any other function as may be assigned to Audit Committee pursuant toany amendments to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company's financial reporting process and disclosure of the financialinformation to ensure that the financial statements are correct sufficient andcreditable.

o) To review the following information/document:

> Management Discussion and Analysis of financial condition and results ofoperation;

> Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

> Management letter/letters of internal control weakness issued by the StatutoryAuditors;

> Internal audit reports relating to internal control weakness;

> Quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1) of the ListingRegulations.

(II) NOMINATION AND REMUNERATION COMMITTEE:

The Company through its Board of Directors has constituted Nomination and remunerationCommittee (hereinafter referred as "NRC") as per the provisions of Section 178of the Companies Act 2013. During the financial year 2021-22 03 (Three) meetings of NRCwere held on 13th August 2021 26th November 2021 and 14thFebruary 2022.

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

Name of Director Position Meetings attended
Mr. Anil Popat Chairman 3
Mr. Paresh Vora Member 3
Mrs. Leena Modi Member 3

The Company Secretary acts as the Secretary to the Committee.

During the period under review Board of Directors has reconstitute the Nomination andRemuneration Committee w.e.f. 14th February 2022 and the new composition ofBoard of Directors are as follow:

S.No. Name of Member Designation
1 Sehar Shamin Chairman
2 Amit Gupta Member
3 Anubhav Dham Member

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

a) To lay down criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board of Directors a policy relating tothe remuneration of the Directors Key Managerial Personnel and other employees.

b) To formulate a criteria for evaluation of performance of Independent Directors andthe Board of Directors.

c) To recommend remuneration to be paid to a Director for any service rendered by himto the Company which are of a professional nature and provide an opinion whether suchDirector possess the requisite qualification for the practice of such profession.

d) To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardof Directors their appointment and removal.

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

f) To recommend to the Board the appointment and removal of the Directors includingIndependent Directors.

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

The Board of Directors has framed "Remuneration and Nomination Policy" whichlays down a framework in relation to remuneration of Directors Key Managerial Personneland Senior Management of the Company. This policy also lays down criteria for selectionand appointment of Board Members. The said Policy is annexed herewith as Annexure - IIIto this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company through its Board of Directors has constituted Stakeholders RelationshipCommittee as per the provisions of Section 178 of the Companies Act 2013. During thefinancial year 2020-21 03 (Three) meetings of Stakeholders Relationship Committee wereheld on 22nd June 2021 13th August 2021 and 13thNovember 2021.

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

Name of Director Position Meetings attended
Mr. Anil Popat Chairman 3
Mr. Paresh Vora Member 3
Mrs. Leena Modi Member 3

The Company Secretary acts as the Secretary to the Committee. Ms. Ranjeeta Dey CompanySecretary is designated as the "Compliance Officer" who oversees the redressalof the stakeholders' grievances.

During the period under review Board of Directors has reconstitute the StakeholderRelationship Committee w.e.f. 14th February 2022 and the new composition ofBoard of Directors are as follow:

S.No. Name of Member Designation
1 Sehar Shamin Chairman
2 Amit Gupta Member
3 Anubhav Dham Member

Stakeholders Relationship Committee is empowered to oversee the redressal ofStakeholders complaints pertaining to transfer of shares non-receipt of annual reportsnon-receipt of declared dividends issue of duplicate certificates transmission /demat /remat of shares and other miscellaneous grievances.

The detailed particulars of Stakeholders complaints handled by the Company and itsRegistrar & Share Transfer Agent during the year 2021-22 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

ACQUISITION/TAKEOVER

During the period under review M/s Amfine Capital Management Private Limited("Acquirer 1) Mr. Aniubhav Dham ("Acquirer 2) & Ms. Anamika Dham("Acquirer 3) through the Share Purchase Agreement dated 27th Aug 2021pursuant to the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011acquired 21314629 corresponding to 73.25% of the equity and voting share capital of theCompany along with substantial control of equity stake and control over the management ofthe Company.

As a result of which the Original Promoters do not hold any Equity Shares of theCompany and have ceased the control Over the Company.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance. The performance evaluation ofthe Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors and Non-Executive Director. The Board ofDirectors expressed their satisfaction with the evaluation process.

DIRECTORS TRAINING AND FAMILIARIZATION:

The Directors are regularly informed during meetings of the Board and Committees of theactivities of the Company its operations and issues facing in business of offeringadvisory services on several financial and corporate cases. Considering the longassociation of the Directors with the Company and their seniority and expertise in theirrespective 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review Company is not required to transfer any Amount or Shareto the Investor Equation and Protection fund.

DETAILS OF FRAUD REPORT BY AUDITOR:

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

AUDITORS:

(I) STATUTORY AUDITORS:

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

Members are requested to note that vide Notification dated 07th May 2018issued by the Ministry of Corporate Affairs ratification of the Appointment of StatutoryAuditors at every Annual General Meeting is no longer required. Hence approval of theMembers for the ratification of Auditor's appointment is not being sought at the ensuingAnnual General Meeting.

Notes on financial statement referred to in the Auditor's Report are self-explanatoryand do not call for any further comments. The Auditor's Report does not contain anyqualification reservation or adverse remark.

(II) INTERNAL AUDITORS:

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

During the period under review Internal Auditor of the Company has resigned from theCompany w.e.f. 14th February 2022.

Based on the report of internal audit till there resignation functions undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and corrective actions thereon are presented to the AuditCommittee of the Board.

(III) 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 Board of Directorsin the Meeting held on 14th February 2022 has appointed M/s. K Rahul &Associates Company Secretaries to conduct Secretarial Audit for the financial year2021-22

Secretarial Audit Report issued by the M/s. K Rahul & Associates CompanySecretaries in Form MR- 3 is annexed herewith as Annexure IV and forms an integralpart of this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

COST AUDIT AND COST REPORT

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place Internal Financial Control system commensurate with size& complexity of its operations to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory&statutory compliances. During the year under review no material or seriousobservation has been received from the Internal Auditors of the Company for inefficiencyor inadequacy of such controls.

Internal Auditors' comprising of professional Chartered Accountants monitor &evaluate the efficacy of Internal Financial Control system in the company its compliancewith operating system accounting procedures & policies at all the locations of thecompany. The Audit Committee of the Board of Directors and Statutory Auditors areperiodically apprised of the internal audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

As the Company is not having net worth of rupees five hundred Crores or more orturnover of rupees one thousand Crores or more or a net profit of rupees five Crores ormore during any financial year the Company is not required to comply with the provisionsof Section 135 of the Companies Act 2013 with the regard to the formation of the CSRCommittee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES ASSOCIATE COMPANIES AND JOINT VENTURES:

As Company does not have any subsidiaries or Associates Companies or joint ventures itis not required to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014.

RELATED PARTY TRANSACTIONS:

The Company has formulated a policy on Related Party Transactions for purpose ofidentification and monitoring of such transactions. The said policy on Related PartyTransactions is approved by the Board. During the year ended on 31st March2022 our company has entered into transactions with related parties as defined underSection 2(76) of the Companies Act 2013 read with applicable rules made there underwhich 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 2022 there were no transactions withrelated parties which qualify as material transactions. The details of the related partytransactions as required under Accounting Standard-18 are set out in to the AuditedFinancial Statements forming part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Audited Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act 2013 the Board has adopted vigilmechanism in the form of Whistle Blower Policy to deal with instances of fraud ormismanagement if any and to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimization on rising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports etc.

RISK MANAGEMENT POLICY:

Your Company has an elaborated risk Management procedure and adopted systematicapproach to mitigate risk associated with accomplishment of objectives operationsrevenues and regulations. Your Company believes that this would ensure mitigating stepsproactively and help to achieve stated objectives. The entity's objectives can be viewedin the context of four categories Strategic Operations Reporting and Compliance. TheRisk Management process of the Company focuses on three elements viz. (1) RiskAssessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee 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 risk that the organisation faces. The key risks and mitigatingactions are also placed before the Audit Committee of the Company. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. TheCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.

GENERAL DISCLOSURE:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

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

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

3. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.

Your Directors further states that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013.

ACKNOWLEDGEMENT:

The Board of Directors wishes to express its gratitude and record its sincereappreciation for the commitment and dedicated efforts put in by all the employees. YourDirectors 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
Anubhav Dham
Chairman
DIN:02656812
Place: Gurgaon
Date: 30th May 2022

.