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Inventure Growth & Securities Ltd.

BSE: 533506 Sector: Financials
NSE: INVENTURE ISIN Code: INE878H01016
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OPEN 14.10
PREVIOUS CLOSE 14.35
VOLUME 1498
52-Week high 24.00
52-Week low 13.05
P/E 140.20
Mkt Cap.(Rs cr) 118
Buy Price 14.02
Buy Qty 12.00
Sell Price 14.79
Sell Qty 121.00
OPEN 14.10
CLOSE 14.35
VOLUME 1498
52-Week high 24.00
52-Week low 13.05
P/E 140.20
Mkt Cap.(Rs cr) 118
Buy Price 14.02
Buy Qty 12.00
Sell Price 14.79
Sell Qty 121.00

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

Company director report

Dear Members

Your Directors are pleased to present the 23nd Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2018. The summarized financial results for the yearended 31st March 2018 are as under:

FINANCIAL HIGHLIGHTS

I. Consolidate Financial Information :

(Rs. In Lacs)

Particulars

For the year ended

March 31 2018 March 312017
Gross Income 4159.40 3452.96
Profit Before Depreciation Interest & Tax 1060.71 1327.30
Less: Depreciation 78.62 95.81
Interest 324.69 385.34
Profit Before Tax 657.40 846.15
Current Tax 212.98 152.61
Deferred Tax (8.09) 190.95
Net Profit /(Loss)(after Minority Interest) 453.90 51.27
Add: Profit brought forward from earlier years 2112.74 2061.47
Adjustment arising on consolidation 0 0
Profit available for appropriation 2566.64 2112.74
Appropriations
Proposed Dividend -

-

Interim Dividend - -
Dividend Tax

-

-

General Reserve

-

-

Statutory Reserve 49 -
Balance carried to Balance sheet 2517.64 2112.74
Basic and Diluted Earnings Per Share 0.54 0.06

II Standalone Financial Information:

(Rs. In Lacs)

Particulars

For the year ended

March 31 2018 March 312017
Gross Income 2880.48 2254.70
Profit Before Depreciation Interest & Tax 327.30 730.36
Less: Depreciation 65.31 83.07
Interest 88.68 126.57
Profit Before Tax 173.30 520.72
Current Tax 0 0
Deferred Tax 56.16 107.53
Net Profit/(Loss) 119.12 333.73
Add: Profit brought forward from earlier years 215.13 (118.59)
Profit available for appropriation 215.13
Appropriations
Proposed Dividend - -
Interim Dividend -

-

Dividend Tax -

-

General Reserve - -
Balance carried to Balance sheet 334.25 215.13
Basic and Diluted Earnings Per Share 0.14 0.40

1. OVERVIEW OF COMPANY'S FINANCIAL PERFOMANCE

The Profit after Tax for the current year is Rs. 119.12. The growth in profit is mainlydriven by increase in net revenue from operations during the year. The Company hasinvested Rs. 100000/- in Wholly Owned Subsidiary Company i.e. Inventure DevelopersPrivate Limited.

2. CHANGE IN NATURE OF BUSINESS

During the previous year the company has made alterations in object by diversificationin the present activities of the company by passing a special resolution dated 13/04/2018through Postal ballot as per section 110 of companies act 2013.

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

There are is material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year 2017-18 and the date ofthis report.

Company have incorporated "Inventure Developers Private limited" whollyowned subsidiary. The Company has invested Rs.

100000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers PrivateLimited.

4. 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.

5. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2017-18are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued there under applicable Accounting Standards and the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredto as the "Listing Regulations"). The consolidated financial statements havebeen prepared on the basis of audited financial statements of your Company itssubsidiaries and associate companies as approved by the respective Board of Directors.

6. SUBSIDIARIES

A separate statement containing the salient features of financial statements of allsubsidiaries of your Company forms part of consolidated financial statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013. Thefinancial statements of the subsidiary companies and related information are available forinspection by the members at the Registered Office of your Company during business hourson all days except Sundays and public holidays up to the date of the Annual GeneralMeeting ('AGM') as required under Section 136 of the Companies Act 2013.

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 )

Company have incorporated "Inventure Developers Private limited" whollyowned subsidiary. The Company has invested Rs.

100000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers PrivateLimited.

The financial performance of each of the subsidiaries included in the consolidatedfinancial statements of your Company is set out in the Annexure A as AOC-1 to this Report.Additional details of the performance and operations of the subsidiaries along withdetails of the restructuring and investments made by your Company are set out in theManagement Discussion and Analysis which also forms part of this report.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses viz. risk management systems and othermaterial developments during the financial year 2017-18.

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

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 from SEBIthe Company has received further Notice on 31/10/2017 under Rule 4(1) of SEBI (Procedurefor Holding Inquiry and imposing penalties by adjudicating Officer) Rules 1995 read withSection 151 of the SEBI Act 1992 and written submission pursuant to personal hearing heldon 30/10/2017 was filed with SEBI on 10/11/2017.

The Company has received letter dated 06/06/2018 from Registrar of Companies (ROC)under section 206(4) of the Companies Act 2013 for furnishing of information in respectof Initial Public offer and the Company has filed detailed submission along with relevantinformation and documents on 21/06/2018.

No significant and/ or material orders were passed by any regulator or court ortribunal impacting the going concern status and the Company's operation in future.

9. TRANSFER TO RESERVE

During the year under review no amount was transferred to General Reserve.

10. DIVIDEND

The strength of the Company lies in identification execution and successfulimplementation of business projects. To strengthen the long term prospectus andsustainable growth in assets and revenue it is important for the company to evaluatevarious opportunities in the different business vertical in which Company operates.

The Board of Directors considers this to be in the strategic interest of the companyand believe that this will greatly enhance the long term shareholder value. The Companyexpects better results for the coming year. In order to fund this development andimplementation projects conservation of fund is of vital importance. Therefore yourDirectors do not recommended any dividend for the financial year 2017-18.

11. CORPORATE GOVERNANCE REPORT

The detailed report on Corporate Governance as stipulated under Regulation 34 (3) readwith Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms Part to this report together with a Certificate from the Statutory Auditors ofthe Company confirming compliance is annexed as Annexure-C to this report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Kamlesh S. Limbachiya Whole Time Director is liable to retire by rotation at theensuing AGM pursuant to the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible have offered himself for re-appointment.Appropriate resolution for his re-appointment is being placed for your approval at theensuing AGM. The brief resume of the Directors and other related information has beendetailed in the Notice convening the 23nd AGM of your Company. Your Directors recommendhis re-appointment as Whole Time Director of your Company.

During the year under review there is change in the Board of Directors of the Company

Shri Kanji B. Rita is Re-appointed as a managing director for a period of 3years witheffect from 13th August 2018 to 12th August 2021 and Mr. Meet K. Rita is appointed asWhole Time Director of the Company for a period of 3 Years w.e.f. 21st August 2018 to 20thAugust 2021.

Shri Nagji K. Rita Non-Executive Director has resigned from the Company w.e.f 4thAugust 2018.

The Independent Directors of your Company hold office up to 31st March 2019 and arenot liable to retire by rotation.

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).

13. 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) The salient aspects covered in theNomination and Remuneration Policy has been outlined in the Corporate Governance Reportwhich forms part of this report.

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

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourCompany confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March2018 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2018 and of the profitand loss of the Company for the financial year ended 31st March 2018;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 (includingany statutory modification(s) or re-enactment(s) for the time being in force) forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a 'going concern' basis;

(e) Proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

15. DECLARATION GIVEN BY INDEPENDENT DIRECTOR:

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of Section149(6) of the Companies Act 2013 read with the Schedules and Rules issued thereunder aswell as Regulation 16(1) (b) of Listing Regulations (including any statutorymodification(s) or reenactments) for the time being in force).

16. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out. The criteria applied inthe evaluation process are detailed in the Corporate Governance Report which forms part ofthis report.

The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process based on the recommendation of the Nomination& Remuneration Committee

17. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

During the financial year 2017-18 the Board met for 4 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 by the ICSI.

18. AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

M/s PHD & Associates Chartered Accountants having firm Registration No.11236W werere-appointed at the 20th Annual General Meeting held on 24th September 2015 as thestatutory auditors of the Company to hold office until the conclusion of Annual GeneralMeeting to be held in the calendar year 2020 subject to ratification by the members inevery Annual General Meeting .The Company has received a letter from the auditors to theeffect that their re-appointment to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of next Annual General Meeting if made would bewithin the prescribed limits under section 141(3)(g) of the Companies Act 2013 theyfulfill the criteria provided in Section 141 of the Companies Act 2013 and are notdisqualified for their re-appointment.

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 governance and operations.

Their scope of work includes review of processes for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per thedirections of Audit Committee on an ongoing 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. There was no qualification reservation or adverse remarksmade by either by the auditor in their respective report for the financial year ended 31stMarch 2018

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 by theauditor in their respective report for the financial year ended 31st March 2018.

There was no qualification reservation or adverse remarks made by secretarial auditorin their report for the financial year ended 31st March 2018.

20. COMMITTEES OF THE BOARD

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

1. Audit committee

2. Nomination and Remuneration committee

3. Stakeholder Relationship committee

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

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March 2018 inForm MGT - 9 in accordance with Section 92(3) of the Companies Act 2013 read withCompanies (Management and Administration) Rules 2014 are set out herewith as Annexure Dto this report.

22. 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 2018 are set out in Note no. 13 & 29 to the StandaloneFinancial Statements forming part of this report.

Company have incorporated "Inventure Developers Private limited" whollyowned subsidiary. The Company has invested Rs.

100000/- in Wholly Owned Subsidiary Company i.e. Inventure Developers PrivateLimited.

23. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transections that were entered into during the financial year were onarm's length basis and were in ordinary

course of the business and that the provisions of section 188 of the Companies act 2013are not attracted. Thus disclosure in form AOC-2 is not required refer note-31 of Balancesheet. Further there are not materially significant related party transections made bythe company with promoters key managerial personal or other persons which may havepotential conflict with interest of the company.

The policy on the materiality of the related party transection and also on dealing withthe related party transections as approved by the audit committee and board of directorsis available on the web link www.inventuregrowth.com

24. VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations. Your Company has an ethics employees can raiseconcerns regarding any discrimination harassment victimization any other unfairpractice being adopted against them or any instances of fraud by or against your Companydirectly to the Chairman.

Any incidents that are reported are investigated and suitable action taken in line withthe whistle blower policy. The Whistle Blower Policy is also available on your Company'swebsite (www.inventuregrowth.com )

25. 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. NagjiB. 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- E in this Report.

26. FAMILIARIZATION PROGRAMME

The Company has conducted various sessions during the financial year to familiarizeindependent Directors with the Company their roles responsibilities in the Company andthe technology and the risk management system of the Company. Further the Directors areencouraged to attend to the training programs being organized by variousregulators/bodies/institutions on above matters.

27. 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. The Annual Listing Feefor the year 2017-18 has been duly paid to the stock exchange.

28. 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.

29. 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- F and is attached to thisreport.

30. RISK MANAGEMENT POLICY

The company has devised and implemented a mechanism for Risk management and hasdeveloped a risk management policy. The policy work towards creating a risk registeridentifying internal and external and implementing risk mitigating steps. The committeewill on quarterly basis provides status update to the board of directors of the company.

In line with the new regulatory requirement the company has formally framed a riskmanagement policy to identify and assess the key risk area monitor and report complianceand effectiveness of the policy and procedures.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure- G.

The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is not applicable to the Company as therewas no employee drawing remuneration of Rs. 102 lakh per annum or Rs. 8.5 lakh per monthduring the year ended March 312018.

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 FY2017-18. The details of the same are provided in the corporate governance Report formspart of the Annual Report.

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

The company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the sexual harassment of women at the workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal complaints committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2017-18 no complaints were received by the Company related to sexualharassment.

33. DEPOSITS (UNDER CHAPTER V):

Company has not accepted any deposit from public during the year under review.

34. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed

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 auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.

35. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

For Inventure Growth & Securities Limited

Place: Mumbai Date: 04.08.2018

Sd/- sd/-

Kanji B. Rita Kamlesh

(Chairman & Managing Director)

S Limbachiya

(Whole -Time Director)