You are here » Home » Companies » Company Overview » Inventure Growth & Securities Ltd

Inventure Growth & Securities Ltd.

BSE: 533506 Sector: Financials
NSE: INVENTURE ISIN Code: INE878H01024
BSE 00:00 | 28 Sep 2.80 -0.09
(-3.11%)
OPEN

2.86

HIGH

2.93

LOW

2.76

NSE 00:00 | 28 Sep 2.80 -0.05
(-1.75%)
OPEN

2.90

HIGH

2.90

LOW

2.75

OPEN 2.86
PREVIOUS CLOSE 2.89
VOLUME 2318275
52-Week high 4.70
52-Week low 1.45
P/E 31.11
Mkt Cap.(Rs cr) 235
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.86
CLOSE 2.89
VOLUME 2318275
52-Week high 4.70
52-Week low 1.45
P/E 31.11
Mkt Cap.(Rs cr) 235
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inventure Growth & Securities Ltd. (INVENTURE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 25th Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the Financial Year ended 31st March 2020.

The summarized financial results for the year ended 31st March 2020 are asunder:

FINANCIAL HIGHLIGHTS

I Standalone Financial Information:

Particulars

For the year ended

March 31 2020 March 31 2019
Gross Income 2172.56 8563.03
Profit Before Depreciation Interest & Tax 627.88 (502.23)
Less: Depreciation 42.28 62.10
Interest 120.11 47.45
Profit Before Tax 465.49 (61180)
Current Tax 43.86 4.79
Deferred Tax (10.85) (114.33)
Net Profit/(Loss) 432.48 (502.26)
Add: Profit brought forward from earlier years 778.37 280.63
Profit available for appropriation 1210.86 (221.63)
Appropriations
Last year devident paid (210) -
Last year devident tax paid (3.70) -
Proposed Dividend - -
Interim Dividend - -
Dividend Tax - -
General Reserve - (1000.00)
Balance carried to Balance sheet 997.16 778.37
Basic and Diluted Earnings Per Share (0.51) (0.67)

II Consolidate Financial Information :

Particulars For the year ended
March 31 2020 March 31 2019
Gross Income 3063.12 9533.35
Profit Before Depreciation Interest & Tax 289.88 (245.27)
Less: Depreciation 59.88 76.12
Interest 235.41 146.10
Profit Before Tax (5.41) (467.49)
Current Tax 183.99 10.86
Deferred Tax (194.25) (110.38)
Net Profit /(Loss)(after Minority Interest) 4.86 (367.96)
Add: Profit brought forward from earlier years 2956.32 2360.27
Adjustment arising on consolidation - -
Profit available for appropriation 2708.02 1992.31
Appropriations
Last year devident paid (210) -
Last year devident tax paid 43.17 -
Proposed Dividend - -
Interim Dividend - -
Dividend Tax - -
General Reserve - (1000.00)
Statutory Reserve - 36.00
Balance carried to Balance sheet 2708.02 2956.31
Basic and Diluted Earnings Per Share (0.08) (0.51)

1. OVERVIEW OF COMPANY'S FINANCIAL PERFOMANCE.

STANDALONE:

The company has incurred a Profit of Rs. 432.49 ( before OCI) lakhs for the financialyear 2019-20. CONSOLIDATED: The company has incurred a Profit of Rs. 4.86 ( before OCI)lakhs for the financial year 2019-20.

COVID-19 outbreak was declared a pandemic by the World Health Organization on March 112020. The Indian Government announced a 21-day complete lockdown on March 24 2020 acrossthe country to contain the spread of the virus. The lockdown was thereafter extended fromtime to time with gradual relaxations. Stock Broking services being part of CapitalMarket operations were declared as essential services. During the period the Companyfaced no business interruption on account of the lockdown.

2. SILVER JUBILEE YEAR

The year 2020 marked as 25 years of the Company's operations. From being a pure equitybroking player the Company driven by professional entrepreneurs has emerged as one ofthe leading financial services players offering a wide bouquet of services that includeequity broking Commodity Broking Institutional Broking Mutual Fund Services MerchantBanking Services and Research Analysis.

3. CHANGE IN NATURE OF BUSINESS.

There is no change in nature of business of the Company

4. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY.

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2019-20 and the date ofthis report.

5. SHARES.

Company has not issued any bonus Shares securities with Differential Voting Rightsany SWEAT Equity any Employee Stock Option or any preferential issue of Warrants orConvertible into Equity Shares along with your Company has not brought back any securitiesfrom Market.

6. CONSOLIDATED ACCOUNTS.

In compliance with the Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 (the Listing Regulations) Consolidated financialstatements of the Company and all of its subsidiaries and associate have been preparedfor the year under report. The audited Consolidated financial statements along with theauditors' report thereon forms part of this Annual report. The consolidated financialstatements presented by the Company include the financial results of all its subsidiariesand associate. The audited standalone financial statements of these entities have beenreviewed by the Audit Committee and the Board.

7. SUBSIDIARIES.

The Company has total Six(6) Subsidiaries Companies"

Inventure Finance Private Limited Inventure Commodities Limited Inventure WealthManagement Limited Inventure Insurance Broking Private Limited

Inventure Merchant Bankers Services Private Limited Inventure Developers PrivateLimited

Any member desirous of obtaining a copy of the said financial statements may write tothe Company Secretary at the Registered Office of your Company. The financial statementsincluding the consolidated financial statements financial statements of subsidiaries andall other documents required to be attached to this report have been uploaded on thewebsite of your Company (www.inventuregrowth.com) The financial performance of each of thesubsidiaries included in the consolidated financial statements of your Company is set outin the Annexure A as AOC-1 to this Report. Additional details of theperformance and operations of the subsidiaries along with details of the restructuring andinvestments made by your Company are set out in the Management Discussion and Analysiswhich also forms part of this report.

8. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis (MDA) report for the year under review of theoperations and state of the affairs of your Company and all of its subsidiaries orassociate is given in a separate section of this Annual Report and forms part of thisAnnual Report.

9. CORPORATE GOVERNANCE REPORT.

The Company is committed to maintain highest standards of corporate governance alignedwith the best practices. Pursuant to applicable provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed report on CorporateGovernance forms part of this Report. The Company is in compliance with the variousrequirements and disclosures that have to be made in this regard. A certificate from theAuditors confirming compliance of the conditions of Corporate Governance as stipulatedunder the Listing Regulations forms part of the Annual Report.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS.

A) In connection with the Show Cause Notice dated 30/06/2016 under Section 11(1)11(4) 11A and 11B of SEBI Act1992 in the matter relating to public issue received fromSEBI The SEBI Whole Time Member has passed an Order against The Company Its Directorsand KMP of the Company as follows:

The Company filed an Appeal at Securities Appellate Tribunal as on challenging theOrder of SEBI. Proceedings at SAT has done and Final Order by SAT as follows:

The SEBI Order passed against all the Independent Directors i.e. Mr. Ajay Khera Mr.Deepak Vaishnav Mr. S. Jambunathan Mr. H M Gajbhiye Mr. Arun Joshi and Mr. Pravin Galahas been set aside.

The restraint imposed on the Company and Executive Directors was reduced from 4 yearsto 3 years.

The Company Executive Directors and KMPs had filed Review Applications on 01.11.2019against the SAT

Order dated 10.10.2019. The SAT hearing for Review Applications was completed on05.02.2020 and order passed as follow;

All The review applications has been dismissed and the debarment period has beenreduced from 4 years to 3 years. The Comapny has filed and Appeal at Supreme Court againstthe SAT Order.

B) Further in respect of Notice on 31/10/2018 under Rule 4(1) of SEBI (Procedure forHolding Inquiry and imposing penalties by adjudicating Officer) Rules 1995 read withSection 151 of the SEBI Act 1992 Personal Hearing is done at SEBI as on 26.02.2020.Final Order from Adjudication Officer was passed as on 31.08.2019.

The Company had filed an Appeal against the Order at Securities Appellate Tribunal andHon'ble SAT has passed the Order as on 26.02.2020 as follows:

The Hon'ble SAT has instructed Adjudication Officer of SEBI to decide the matter freshin light of the SAT Order as on 10.10.2019 and set aside the order passed by AO of SEBI.

C) Show Cause Notice from SEBI dated 21st April 2020 received on 26thAugust 2020 under Regulation 25 (1) of the Securities and Exchange Board of India(Intermediaries) Regulation 2008 in the matter of Inspection of Inventure Growth andSecurities Limited – Stock Broker and Depository Participant.

D) Show Cause Notice from SEBI dated 21st April 2020 received on 26thAugust 2020 Notice under Rule 4 of the Securities Contracts {Regulation) Procedure forHolding Inquiry and Imposing Penalties) Rules 2005 read with Section 23-1 of theSecurities Contracts (Regulation) Act 1956 and under Rule 4 of the SEBI (Procedure forHolding Inquiry and Imposing Penalties) Rules1995 read with Section 15-1 of theSecurities and Exchange Board of India Act 1992 in the matter of Inspection of lnventureGrowth and Securities Limited -Stock Broker and Depository Participant.

The order for the above mentioned Notice is awaited.

11. TRANSFER TO RESERVE.

There is also no specific statutory requirement to transfer any sum to General reserve.Your Directors therefore have not proposed any sum for transfer to Reserves during thisYear.

12. DIVIDEND.

Your Company has not proposed any dividend for the year 2019-2020.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

Mr. kanji Bachubhai Rita Chairman & Managing Director of the Company is liable toretire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of theCompanies Act 2013 read with the Companies (Appointment and Qualification of Directors)Rules 2014 and the Articles of Association of your Company and being eligible haveoffered herself for reappointment. Appropriate resolution for her re–appointment isbeing placed for your approval at the ensuing AGM. The brief resume of the Directors andother related information has been detailed in the Notice convening the 25thAGM of your Company. Your Directors recommend his re–appointment as Chairman &Managing Director of the Company.

After the financial year under review there is change in the Board of Directors of theCompany

Mr. Dilip C. Shah Non-Executive Independent Director (DIN:05202642) of the Companyceased to be a Director u/s 167 of w.e.f 15th July 2020.

Mr. Ajay Khera Non Executive Independent Director (DIN: 00695146) of the Company hasresigned w.e.f 18th August 2020. The Board places on record its deepappreciation for the valuable contributions made by Mr. Ajay Khera.

Due to Resignation of Two Independent Directors of the Company composition of Board ofDirectors is not in accordance with Regulation 17 of SEBI (Listing Obligations andDisclosure Requirements) 2015 Hence to comply with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) 2015 Mr. Meet Kanji Rita Whole Time Directorand Mr. Harilal Bachubhai Rita Non Executive Director has resigned from the Company w.e.f12th September 2020.

All the Independent Directors have given declaration that they meet the criteria ofindependence laid down under Section 149 of the Companies Act 2013 and the ListingRegulations. Every Independent Director of the Company have affirmed that they haveregistered themselves under Independent Director Database and they will pass onlineproficiency test as may be required or applicable to them individually. The IndependentDirectors of Company hold office up to September 2022 and are not liable to retire byrotation.

Shri Kanji B. Rita Chairman & Managing Director and Shri Kamlesh S. LimbachiyaWhole Time Director Mrs. Bhavi Gandhi Company Secretary and Mr. Arvind Gala CFO are theKey Managerial Personnel of your Company in accordance with the provisions of Sections2(51) 203 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 (including any statutory modification(s) orre–enactment(s) for the time being in force).

14. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre–enactment(s) for the time being in force) Further details of Directors includingremuneration remuneration policy criteria for qualification independence; performanceevaluation of the Board Committees and Directors; meetings committees and other detailsare given in the Corporate Governance Report which is integral part of this Annual andBoard's Report. Remuneration policy is posted in investors corporate governance sectionon the Company's website or link: www.inventuregrowth.com and salient features of the sameare mentioned in the Corporate Governance Report.

The Managing Director & Whole Time Directors of your Company does not receiveremuneration from any of the subsidiaries of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual financial statements for the year ended 31March 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that accounting policies have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31 March 2020 and of the profit of theCompany for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

16. EVALUATION OF BOARD'S PERFORMANCE:

Nomination and Remuneration Committee and the Board adopted performance evaluationpolicy for Board Committees and Directors with intents to set out criteria manners andprocess for the performance evaluation. The policy provides manners to evaluateperformance of the Board committees independent directors non-independent directors andchairman. Criteria in this respect includes; Board composition mix of skill experiencemembers' participation and role attendance suggestions for effective functioning boardprocess policies and others. The evaluation process includes review discussion andfeedback from directors and rating on questioners through online software based system.Evaluation of Performance of the Board its committees every Director and Chairpersonfor the financial year 2019-20 has been done following the manner and process as per thepolicy which includes discussion feedback assessment and rating on questioners. Themanner in which the evaluation has been carried out has also been explained in theCorporate Governance Report which forms part of this Annual Report

17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2019-20 the Board met for 6(Six) times and there were 4 Auditcommittee Meetings held. The details of the meetings of the Board of Directors and itsCommittees convened are given in the Corporate Governance Report which forms a part ofthis report.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The Company has complied with the Secretarial Standard as issued bythe ICSI.

18. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and all other applicable provisions of theCompanies Act 2013 ("the Act") read with Rule 3(7) of the Companies (Audit andAuditors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force)M/s PHD & Associates Chartered Accountants having firmRegistration No.11236W were re-appointed at the 20th Annual General Meetingheld on 24th September 2015 as the statutory auditors of the Company and theyare retiring on conclusion of Annual General Meeting to be held in the calendar year 2020.

Therefore as per provisions of Companies Act 2013 The Company has proposed M/S PPV& Co. Chartered Accountants (Firm Registration No 153929W) as Statutory Auditor ofthe Company to hold the office from the conclusion of ensuing Annual General Meeting tillthe conclusion of Annual General Meeting to be held in the Year 2025. In accordance withthe amendment to section 139 of the Act the requirement of ratification of appointment bymembers every year is no longer required.

M/S PPV & Co. Chartered Accountants (Firm Registration No 153929W) have confirmedtheir eligibility and qualification required under section 139 and 141 and otherapplicable provisions of the Companies Act 2013 and the Companies (Audit and Auditors)Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force for their continuation as statutory auditors.

In terms of the Listing Regulations the Auditors have confirmed that they hold a validcertificate issued by the Peer Review Board of the ICAI.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

Change In Accounting Policy

As per MCA Notification G.S.R. 365 (E) dated 30.03.2016 stock broking companies werecovered under Non-Banking Finance Companies and the IND-AS was applicable to NBFC listedentities having net worth below Rs 500 crores effective from April 2019. Accordingly theCompany has adopted Indian Accounting Standards (IND - AS) with effect from April 1 2019.The effective date of such transition is April 1 2018.

B. INTERNAL AUDITORS

The Company continues to engage SHAH & RAMAIYA Chartered Accountants as itsInternal Auditor. During the year the Company continued to implement their suggestionsand recommendations to improve the control environment. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Internal Auditors findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed D. M. Zaveri & Co. a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as Annexure-B. Reply to the observations made in SecretarialReport;a) The observation given in respect of delay in submission of Annual Report atStock Exchange the delay was unintentional and was occured inadvertently and Companyensures compliance of the same in future. B) The observation given in respect of delay infiling of Outcome of Board Meetingthe delay was unintentional and occured inadvertently.

19. EXPLANATION OR COMMENTS ON QUALIFICATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADEBY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS RESERVATIONS

There was no qualification reservation or adverse remarks made by either of theauditor in their respective report for the Financial Year ended 31st March2020.

There was no qualification reservation or adverse remarks made by secretarial auditorin their report for the Financial Year ended 31st March 2020.

20. MAINTAINANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013

21. COMMITTEES OF THE BOARD

There are currently four committees of the board as indicated below:

1. Audit committee

Audit Committee of the Board has been constituted as per the Listing Regulations andsection 177 of the Companies Act 2013. Constitution meetings attendance and otherdetails of the Audit Committee are given in Corporate Governance Report which is part ofthis Report.

2. Nomination and Remuneration committee

Nomination and Remuneration committee of the Board has been constituted as per theListing Regulations and section 178 of the Companies Act 2013. Constitution meetingsattendance and other details of the Committee are given in Corporate Governance Reportwhich is part of this Report.

3. Stakeholder Relationship committee

Stakeholder Relationship committee of the Board has been constituted as per the ListingRegulations and section 178 of the Companies Act 2013. Constitution meetings attendanceand other details of the Committee are given in Corporate Governance Report which is partof this Report.

4. Corporate Social Responsibility Committee

Details of all the committees along with their charters composition and meeting heldduring the year are provided in the report on Corporate Governance forms part of theAnnual Report

22. EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure - C to this Report and is also available on the Company's websiteURL: www.inventuregrowth.com

The details forming part of the extract of the Annual Return as on 31stMarch 2020 in Form MGT – 9 in accordance with Section 92(3) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 are set out herewithas Annexure C to this report.

23. LOANS GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT 2013

Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2020 are set out in Note no. 44 to the StandaloneFinancial Statements forming part of this report.

24. RELATED PARTY TRANSACTIONS

Arrangements or transactions entered by the Company during the financial year withrelated parties were on an arm's length basis and in the ordinary course of business. Allrelated party transactions are placed for approval before the Audit Committee and alsobefore the Board wherever necessary in compliance with the provisions of the Act andListing Regulations. During the year the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material inaccordance with the policy of the Company on material related party transactions or undersection 188(1) of the Act. Accordingly there are no particulars to report in Form AOC-2.Details of the related party transactions during the year as required under ListingRegulations and Indian accounting standards are given in note 43 to the standalonefinancial statements. The policy on dealing with the Related Party Transactions includingdetermining material subsidiaries is available on the Company's website or link:www.inventuregrowth.com

25. VIGIL MECHANISM

The Company has a whistle blower policy laying down a vigil mechanism to deal withinstances of unethical behavior fraud or mismanagement. The said policy has beenexplained in the corporate governance report and also displayed on the Company's websitewww.inventuregrowth.com.

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

Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Boardhas constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship ofMr. Bharat P. Shah Independent Director. The other members of the Committee are Mr. KanjiB. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors based on therecommendations of the Committee formulated a CSR Policy. The detailed CSR Policy isavailable on web link www.inventuregrowth.com Annual report on CSR as required underCompanies (Corporate Social Responsibility Policy) Rules 2014.

The Company confirms that the implementation and monitoring of the CSR Policy is incompliance with the CSR objectives and Policy of the Company. Implementation by thecompany on its corporate social responsibility initiatives are Annexure D in this

Report.

27. FAMILIARIZATION PROGRAMME

The Company's Policy on programme and measures to familiarize Independent Directorsabout the Company its business updates and development includes various measures viz.issue of appointment letters containing terms duties etc. management informationreports presentation and other programmes as may be appropriate from time to time. ThePolicy and programme aims to provide insights into the Company to enable IndependentDirectors to understand the business functionaries business model and others matters.The said Policy and details in this respect is displayed on the Company's website.

28. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited National StockExchange of India Limited and Metropolitan Stock Exchange of India. However Company hasmade an application for Voluntary Delisting of Shares at Metropolitan Stock Exchange ofIndia Limited confirmation is awaited from the Exchange. The Annual Listing Fee for theyear 2019-2020 has been duly paid to the Stock Exchange.

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO.

The particulars required by the Section 134(3)(m) of the Companies Act 2013 ("theAct") read with rule 8 (3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not furnished considering the natureof activities undertaken by the Company during the year under review.

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

30. LEVERAGING DIGITAL TECHNOLOGY

Innovative ideas and technology is introduced continuously to provide great userexperience to our customers business associates and employees. In association with the ITTeam the Company with active support from management has been investing time and effortin information technology solutions to demonstrate technological leadership.

31. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF

THEIR DUTIES.

The Company's Policy relating to appointment of Directors payment of Managerialremuneration including criteria for determining Directors' qualifications positiveattributes independence of Directors and other related matters as provided under Section178(3) of the Companies Act 2013 is furnished in Annexure- E and is attached tothis report.

32. RISK MANAGEMENT POLICY.

The Company has laid down a well-defined risk management mechanism covering the riskmapping and analysis risk exposure potential impact and risk mitigation measures.Exercise is being carried out to identify evaluate manage and monitor the principalrisks that can impact the Company's ability to achieve its strategic and financialobjectives. Whenever necessary the Board reviews the risks and suggests steps to be takento control and mitigate the same through appropriate framework. Details on the riskelements which the Company is exposed to are covered in the Management Discussion andAnalysis which forms part of this Annual Report. The Company has framed a Risk ManagementPolicy to identify and assess the key risk areas monitor and report compliance andeffectiveness of the policy and procedure.

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.

Relations with employees across all the offices and units continued to be cordial. HRpolicies of the Company are focused on developing the potential of each employee. Withthis premise a comprehensive set of HR policies are in place aimed at attractingretaining and motivating employees at all levels. Your Company had 110 permanent employeesas on 31 March 2020.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith as Annexure Gand forms part of this Report.

The Company has not paid any remuneration to its Non-Executive Directors exceptsitting fees for attending the meetings of the Board and Committee thereof during the FY2019-20. The details of the same are provided in the corporate governance Report formspart of the Annual Report.

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

An Internal complaints committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

During the year 2019-20 no complaints were received by the Company related to sexualharassment.

35. DEPOSITS (UNDER CHAPTER V):

During the year your Company has not accepted and/or renewed any public deposits interms of the provisions of Section 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 as amended.

36. INTERNAL FINANCIAL CONTROLS SYSTEMS AND ADEQUACY.

The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The Company'sinternal control systems commensurate with the nature of its business the size andcomplexity of its operations.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Audit Committee of the Board of Directors Statutory Auditors and the SeniorManagement are periodically apprised of the internal audit findings and corrective actionstaken. Audit provides a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

37. APPRECIATION.

Your Directors would like to take this opportunity to express sincere gratitude to thecustomers bankers and other business associates for the continued cooperation andpatronage. Your Directors gratefully acknowledge the ongoing co-operation and supportprovided by the Government Regulatory Bodies and the Stock Exchanges. Your Directorsplace on record their deep appreciation for the exemplary contribution made by theemployees at all levels to the growth and profitability of your Company's business. TheDirectors also wish to express their gratitude to the valued shareholders for theirunwavering trust and support.

For Inventure Growth & Securities Limited
Sd/- Sd/-
Mr. Kanji B. Rita Mr. Kamlesh S Limbachiya
(Chairman & Managing Director) (Whole -Time Director)

Place: Mumbai Date: 12.09.2020

Global Macro Environment

The Financial Year 2019-20 (FY20) has been an eventful year for the global economy.Trade tensions between US and China geopolitical worries in the Middle East anduncertainty around the United Kingdom's exit from the European Union stand out among manyother key developments. However nothing could have prepared us for what was coming next.In mere weeks starting from February 2020 the onset of the Covid-19 pandemic turned theworld upside down touching every facet of society from national economies and globaltrade to our daily lives. Oil prices fell to unprecedented levels due to severe demanddestruction and disagreements between OPEC and Russia on production cuts. In view of theabove developments International Monetary Fund (IMF) revised down its global GDP growthforecast for Calendar Year (CY) 2020 to -4.9% from +3.3%. It expects the growth rate tobounce back to 5.4% in CY2021 owing to a low base and forecasted normalization of economicactivity. However there remains extreme uncertainty around the timing and speed of thisglobal recovery forecast. With a view to cushion the economic impact most global centralbanks reduced the policy rates significantly. US Fed reduced the target fed fund rate by150 bps (in addition to 75 bps rate cut in 9MFY20) and brought it down to near zero inMarch 2020.

India Macro Environment

While India was one of the fastest growing major economies in the world growing at 6.1%in FY 19 hiding behind this number was a story of a progressive decline - with GDP growthslowing down to 3.1% by Q4 of FY 20 and 4.2% for the year. This was due to a fall inaggregate demand and rising unemployment partly caused by a slowdown in credit offtakebecause of issues in the NBFC sector which suffered from reduced funding options afterthe IL & FS implosion.

However the recessionary trends witnessed in FY20 have significantly worsened in thefirst quarter of FY21 with the Covid-19 pandemic outbreak. To stall the transmission ofthe virus India declared a centrally-imposed national lockdown towards the end of March2020 which continues in some parts of the country. It created a massive humanitariancrisis among temporary migrant labourers who were suddenly left without a source oflivelihood in the cities and hence had to return to their homes in the countryside. Thereal impact of the lockdown will be felt in FY 20- 21 especially in the first half. Asthe economy opens up gradually GDP will continue to be impacted due to muteddiscretionary consumption and postponement of private capex.

Moody's downgraded India's sovereign rating to Baa3/Outlook negative (June 2020) fromBaa2/Outlook Negative. Earlier in November 2019 Moody had revised the outlook to Negativefrom Stable while keeping the rating unchanged at Baa2. The revised rating is same asrating of other International rating agencies S&P and Fitch which are at BBB-. Fitchhas also revised India's rating outlook to Negative from Stable in June 2020. It isestimated that GDP will contract by ~6% in FY 20-21. In FY 21-22 assuming 12 months ofnormal economic activity reported growth rate is likely to be over 7%.

Both the Reserve Bank of India (RBI) and the Government have taken concerted efforts toreduce the impact of the Covid-19 crisis. The RBI reduced key rates including Repo rate to4% Reverse Repo to 3.35% and (Cash Reserve Ratio) CRR to 3%. It also unveiled anunprecedented Moratorium policy on loans given by banks and NBFCs applicable to the periodApril to August 2020. Further the government arranged for a fiscal stimulus up to Rs. 20lakh crore which included loan guarantees for NBFCs provision of cheap credit to NBFCsand Micro small and medium enterprises (MSME) and increased the thresholds forclassifying companies as MSME.

Industry Overview

Market had a roller coaster ride in FY2020. Both Sensex and Nifty closed at an all-timehigh of 42273 and 12430 respectively in the month of January. Then came corona virus andas the pandemic rampaged across the world Sensex and Nifty ended the year with largenegative returns. With India in midst of a complete lockdown Sensex and Nifty closed at29469 and 8598 levels respectively in March 2020.

FIIs sold massively during the month of March 2020 with net equity outflows of R 620billion but still ended FY2020 with net inflows of R 65 billion. The size of outflow inMarch 2020 was highest ever in one month and was around 0.4% of Indian marketcapitalization. DIIs also witnessed net inflows of R 1293 billion which was 79% higherthan the previous year.

The Price to EPS (P/E) that signifies the valuation of the market and the VIX of theindex that indicates the volatility in the market and is used to measure the level ofrisk fear or stress in the market showed extreme fluctuations post the Covid-19 pandemic.The PE of the index fell to a 5 year low while the VIX rose to a 10 year high.

The average daily traded volumes (ADTO) for the equity markets during FY2020 stood at R14.44 lakh crores up 45% YoY from R 9.93 lakh crores in FY2019. The overall Cash marketADTO reported growth of 11% YoY at R 39068 crores in FY2020. Amongst cash marketparticipants retail constitutes 52% of total cash volume institution constitutes 25% oftotal cash volume and prop constitutes 23%. The proportion of DII in the cash market was10.1%.

The increase in demat accounts during the year stood at 13% with total number ofaccounts as on March 2020 at 4.08 crores. The revival in market sentiments is expected togive push to the primary market activities and overall volumes. Even though Indianequities witnessed continued net inflows from FIIs for most of the part of the financialyear with November recording the highest since March 2019 still the total net inflowsfor FY2020 saw a major decline from the previous year. This was mainly due to the highestever sell-off by FIIs in the month of March led by coronavirus-induced jitters. Contraryto that net inflows from DIIs in March was highest ever recorded. Despite volatilitiesand uncertainties Indian households are seen to hold the interest in equity and equityproducts with expectations of higher returns than traditional fixed income products.

About us

Inventure Growth and Securities Limited (the Company) Incorporated in June 1995started as Public Limited Company with membership on Bombay Stock Exchange and NationalStock Exchange. Inventure sees its role as "creating wealth diversification with aresearch-driven approach" for client base of more than 40000 that includescorporations institutions and individuals.

The Company has its Head Office in Mumbai have completed 24 years of operationsproviding a 360 degree view of your financial needs and planning. It has one-stop shop forall your financial needs operating in different segments such as cash and derivativestrading currency futures and a registered depository participant with Central DepositoryService (India) Limited (CDSL). The Company operates with vide range of products andservices across various asset classes like mutual funds real estate debt insurance andmany more.

The Company encourages it's customers to make right decisions for your portfolio. Itprovides its valuable services to its customers with a trusted pedigree of employees subbrokers and authorized persons it is our constant endeavor to provide services intransparent manner. Inventure today has managed to create a good network of clientele inMaharashtra and Gujarat. Trading under the symbols NSE: INVENTURE BSE: 533506 Inventurehelps retails customers to diversify their portfolios in almost all available financialservices. It covers:

1. Retail Broking

2. Financial Product Distribution

3. Institutional Broking

4. Mutual Fund Investments

Investing money is just not enough. You have to monitor and ensure your investmentshelp you build a robust financial portfolio. Hence we continuously strive to empower theretail customer community by understanding their financial needs. Being present in theentire life cycle of the customers' hard earned money Inventure provides all financialproducts on a single platter. The Company started diversifying its business and differentline of activities through its subsidiary companies.Today under the umbrella of Inventurewe have six wholly owned subsidary companies.

Subsidary businesses are largely divided into:

Non-banking finance. Commodity Broking. Merchant Banking Activities.Real estate activities.

Inventure Finance Private Limited

Inventure Finance Private Limited is a non-banking finance company (NBFC). The Companyis engaged in lending and allied activities. It focuses on consumer lending small andmedium-sized enterprises (SME) lending commercial lending Its SME lending productsinclude loan against property and business loans. Its commercial lending products includeinter corporate deposits (ICD) loan against securities and financial institutions grouplending business. Its retail lending products include Business Loanssalaried personalloans and gold loans.

Inventure Commodities Limited

Inventure Commodities Limited is a trading-cum-clearing member of the leading nationalcommodity exchanges - MCX & NCDEX. Our offerings include Commodities Broking ServicesHedging Solutions and Arbitrage Desk to meet the requirements of all kinds of marketparticipants. The Commodities Broking Services cater to the retail private investorsegment while the Hedging Services are offered through our corporate desk to theproducing/consuming firms that have either direct or economic exposure to the underlyingcommodity. Our offerings also include Arbitrage products that are backed by our experts.ICL offers a range of services to mitigate risk and provide assurance to clients operatingin India. Our mission is to provide trade financiers with specialist risk mitigation andassurance services at strategic points along the commodity value chain key benefits oftrading in commodities are portfolio diversification inflation protection hedge againstevent bases risk etc. creating a secure environment for the successful conduct of trade

Inventure Insurance Broking Private Limited

Inventure Insurance Broking Services Private Limited is driven by a vision to providetransparent and reliable insurance broking services for all types of Life InsuranceGeneral Insurance and Risk Management Solutions. We are committed to provide honesttimely and research-backed information and insurance services to our customers.

Inventure Merchant Bankers Services Private Limited

Inventure Merchant Bankers Service Private Limited has a comprehensive package ofservices like issue management leasing and hire purchase loan syndication merger andacquisitions stockbroking treasury management portfolio management etc. These servicesencompass Project Advisory and Loan Syndication Structured Debt Placement CapitalMarkets Mergers & Acquisitions Private Equity and Stressed Assets Resolution. We area complete solutions provider offering diversified financial advisory and investmentbanking services innovative ideas and unparalleled execution to our client base acrossall stages of the business cycle. Customer centric approach of Inventure Merchant BankersService Private Limited with a dedicated professional team has helped carve a niche foritself in financial services arena and won confidence of its clients. Inventure MerchantBanking Service Private Limited is registered with SEBI. With years of experience incapital markets activity this elite division of ours is dedicated in providingservices/assistance related to Issue Management merger and amalgamation of listedCompany Buybacks delisting in Compliance with norms of SEBI.

Inventure Wealth Management Limited

Inventure Wealth Management Limited gained investor trust by managing funds as per itsinvestment objectives and have been able to deliver superior risk adjusted returns. Theconsistent long term performance was achieved on the strength of fundamentals processdriven investment approach with enough flexibility for the fund managers to manage theirfunds in their respective unique style and insight. We strive hard to deliver consistentperformance over the benchmark across all our products thereby creating customersatisfaction. We have a dedicated team of employee offering a broad range of investmentproducts across asset classes with varying risk parameters that cater to needs of variouscustomer segments.

Inventure Developers Private Limited

Inventure Developers Private Limited is engaged in Real Estate related activities. Itcarry on business as builders developers general construction contractors purchasetake over acquire and to sell or advertise transfer adapt manage franchisecommercialize run use maintain and in all aspects deal in any type of properties. Itsbusiness also includes take on lease or otherwise fiats offices buildings or likestructure along with equipment plant and machinery furniture and fixtures and to assignthe rights title and interest in any type of properties in India or elsewhere eitheralone or jointly with one or more persons companies government.

.