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Intellivate Capital Ventures Ltd.

BSE: 506134 Sector: Financials
NSE: N.A. ISIN Code: INE512D01028
BSE 00:00 | 08 Feb 7.52 0






NSE 05:30 | 01 Jan Intellivate Capital Ventures Ltd
OPEN 7.52
52-Week high 9.50
52-Week low 6.51
Mkt Cap.(Rs cr) 22
Buy Price 7.17
Buy Qty 48.00
Sell Price 7.52
Sell Qty 500.00
OPEN 7.52
CLOSE 7.52
52-Week high 9.50
52-Week low 6.51
Mkt Cap.(Rs cr) 22
Buy Price 7.17
Buy Qty 48.00
Sell Price 7.52
Sell Qty 500.00

Intellivate Capital Ventures Ltd. (INTELLIVATECAPI) - Director Report

Company director report



Your Directors are pleased to present the 35th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the FinancialYear (FY) ended 31st March 2018.


(Amount in Rs.)

S. No. Particulars Current Year ended 31st March 2018 Previous Year ended 31st March 2017
1. Total Revenue (Net) 1440372 905587
2.Profit before Depreciation & Amortization Expenses Finance Cost and Tax (1347686) 87445
3. Less : Depreciation and Amortization Expenses - -
4. Finance Cost - -
5. Profit before Tax (1347686) 87445
6. Less: Provision for Tax 136347 27150
7. Profit after Tax (1484033) 60295
8. Prior Period Adjustment - (4035)
9. Profit/(Loss) for the Year (1484033) 56260
10. Balance of Profit as per last Balance Sheet 2909025 2852765
11. Balance Available for Appropriation 1424992 2909025
12. Rate of Proposed/Paid Dividend - -
13. Proposed/paid Dividend - -
14. Transfer to General Reserve - -
15. Balance of Profit carried to Balance Sheet 1424992 2909025


During the year under review the Company`s Gross Revenue from operations stood atRs.1440372/- compared with Rs. 905587/- in the previous year. The Operating lossbefore tax stood at Rs. 13 47686/- as against Operating Profit before tax of Rs.87445/- in the Previous Year. The Net Loss for the year stood at Rs. 14 84033/- asagainst Net Profit of Rs. 56260/-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.


The Board has not recommended any dividend for Financial Year 2017-18 in view of thecurrent market outlook; and in order to preserve cash. In view of the exceptionalcircumstances during the year 2017-18 and the good reserves position no amount has beentransferred to reserves.


There was no change in share capital of the Company during the FY 2017-18. The paid upequity share capital of your Company as on 31st March 2018 was Rs. 29100000/- (RupeesTwo Crores Ninety One Lakh only) divided into 29100000 Equity shares of the face valueof Rs. 1/- (Rupees One only) each. The said shares are listed on BSE Limited.


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.


As required by Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of theAnnual Return inform MGT-9 is annexed herewith as Annexure - I to this report.

Further as required by amended Section 134(3)(a) the annual return referred to insub-section (3) of section 92 will be placed on Company's website after conclusion of ensuingAnnual General Meeting of theCompany.


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


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 CompaniesAct 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31stMarch 2018 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. theAnnual 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.


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 theAnnual Report.


Details regarding Conservation of Energy TechnologyAbsorption 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 Companydo not consume energy intensively. However Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy – Thoughthe activities undertaken by the Company are not energy intensive the Company shallexplore alternative 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.

(Rs. in Lakhs)

Particulars Year ended 31 st March 2018 Year ended 31 st March 2017
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil


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.


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 Statements.


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. As per the provisions of the Companies Act 2013 Independent Directors have beenappointed for a period of five years and shall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Venkateswara Rao Whole Time Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment and your Board recommends his re-appointment.

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 35thAnnual General Meeting.


The Board of Directors of the Company has:

• appointed Ms. Ranjeeta Dey as Company Secretary and Compliance Officer of theCompany with effect from 30th May 2017 upon recommendation of Nomination and RemunerationCommittee.

• appointed Ms. Meera Kapur as Chief Financial Officer of the Company with effectfrom 11th August 2017 upon recommendation of Nomination and Remuneration CommitteeandAudit Committee.

• noted the resignation of Ms. Meera Kapur from the post of Chief ComplianceOfficer with effect from 21st November 2017.

• appointed Ms. Riya Sidhpura as Chief Financial Officer of the Company witheffect from 21st November 2017 upon recommendation of Nomination and RemunerationCommittee andAudit Committee.


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 30thMay 2017 11th August 2017 14th November 2017 21st November 2017 and 14th February 2018in accordance with the provisions of the Companies Act 2013 and rules made thereunder.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

Name of Director Category Meetings held during Year Meetings attended
Mr. Venkateswara Rao Whole Time Director 5 5
Mrs. Leena Modi Non-Executive Director 5 5
Mr. Siddharth Shah Independent Director 5 5
Mr. Ajit Ruwala Independent Director 5 5


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 2018 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.


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 Audit Committee as per theprovisions of Section 177 of the Companies Act 2013. During the financial year 2017-1805 (Five) meetings of Audit Committee were held on 30th May 2017 11th August 2017 14thNovember 2017 21st November 2017 and 14th February 2018.

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

Name of Directors Position Meetings attended
Mr. Siddharth Shah Chairman 5
Mr. Ajit Ruwala Member 5
Mrs. Leena Modi Member 5

The Company Secretary acts as the Secretary to the Committee.

All the recommendations made by theAudit Committee were accepted by the Board ofDirectors.

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 theAudit Committee shall include but not limited to thefollowing:

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

b) To review and monitorAuditor'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 InternalAuditorsadequacy 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 theAct.

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 andAnalysis of financial condition and results ofoperation;

• Statement of significant related party transactions (as defined by theAuditCommittee) submitted by management;

• Management letter/letters of internal control weakness issued by theStatutoryAuditors;

• 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.


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 2017-18 03 (Three) meetings of NRCwere held on 30th May 2017 11th August 2017 and 21st November 2017.

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. Siddharth Shah Chairman 3
Mr. Ajit Ruwala Member 3
Mrs. Leena Modi Member 3

The Company Secretary acts as the Secretary to the Committee

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 - II tothis report.


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 2017-18 04 (Four) meetings of Stakeholders Relationship Committee wereheld on 30th May 2017 11th August 2017 14th November 2017 and 14th February 2018.

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. 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 CompanySecretary is designated as the "Compliance Officer" who oversees the redressalof the stakeholders' grievances.

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 2017-18 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 Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its Committees and individualdirectors. Pursuant to the provisions of the Act and the Listing Regulations theNon-Executive Non-Independent Directors and the Executive Directors of the Company wereevaluated by the Independent Directors of the Company in a separate meeting of IndependentDirectors held during the year.

The Company has devised criteria for performance evaluation of Independent DirectorsBoard/Committees and other individual Directors which includes criteria for performanceevaluation of Non-Executive Directors and Executive Directors. Performance evaluation hasbeen carried out as per the "Policy on Criteria for performance appraisal/ evaluationprocess of Independent Directors and Board".

Annual evaluation of the performance of the Board its Committees and of individualdirectors has been made. The Board has devised questionnaire to evaluate the performancesof each of Executive Non-Executive and Independent Directors. Such questions are preparedconsidering the business of the Company and the expectations that the Board have from eachof the Directors. The Board of Directors expressed their satisfaction with the evaluationprocess.


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.



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 39th Annual GeneralMeeting of the Company subject to ratification by Members at every subsequentAnnualGeneral 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 ofAuditor's appointment is not being sought at theensuingAnnual General Meeting. Notes on financial statement referred to in the Auditor'sReport are self-explanatory and do not call for any further comments. TheAuditor's Reportdoes not contain any qualification reservation or adverse remark.


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 InternalAuditor ofCompany. InternalAuditors submits their reports on quarterly basis to theAudit Committee.

Based on the report of internal audit function undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.


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 hasappointed Mrs. Sandhya Malhotra Proprietor of M/s. SRM & Co. Company Secretaries(C.P No. 9928) to conduct SecretarialAudit for the financial year ended on 31st March2018.

Secretarial Audit Report issued by M/s. SRM & Co. Company Secretaries (C.P No.9928) in Form MR-3 is annexed herewith as Annexure - III and forms an integralpart of this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.


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 theAuditCommittee of the Board.


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.


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


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 March 2018 ourcompany has entered into transactions with related parties as defined under Section 2(76)of the Companies Act 2013 read with applicable rules made thereunder which were in theordinary course of business & on arms' length basis & in accordance with theprovisions of the CompaniesAct 2013 and Rules issued thereunder.

During the year ended on 31st March 2018 there were no transactions with relatedparties which qualify as material transactions. The details of the related partytransactions as required under Accounting Standard-18 are set out in Note 21.1 to theAudited Financial Statements forming part of thisAnnual Report.


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


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.


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.


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.


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
Sd/- Sd/-
Venkateswara Rao Leena Modi
Place : Mumbai Whole Time Director Director
Date : 9 th August 2018 DIN: 03138031 DIN: 00796382