Dear Members,
The Board of Directors (hereinafter referred to as the ‘Board') of your Company are pleased to present to you the 29thTwenty-Ninth Annual Report of the Company together with Audited Financial Statement of Accounts and the Auditors Report of your Company for the Financial Year ended on 31st March, 2024.
Financial Results
The Summary of Financial Results for Both Standalone and Consolidated Financial Result for the Financial Year 2023-24 in comparison to Financial Y ear 2022-2023 are given below:
(Rs in Lakhs)
OVERVIEW OF COMPANYS FINANCIAL PERFOMANCE.
STANDALONE:
Your company has earned a Profit of Rs.605.65 Lakhs (before OCI) for the current Financial year 2023 -2024 as compare to a profit of Rs. 420.35 Lakhs (before OCI).
CONSOLIDATED:
Your Company has earned a Profit of Rs. 1200.47 Lakhs (before OCI) for the current Financial year 2023 -2024 as compare to a profit of Rs. 926.26 Lakhs (before OCI)
CHANGE IN NATURE OF BUSINESS.
There is no change in nature of business of the Company.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY.
The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of the Annual Report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION O F THE COMPANY.
There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2023-2024 and the date of this report EXCEPT as stated below:
1. RESIGNATION OF M/S PPV & CO., (STATUTORY AUDITOR OF INVENTURE GROWTH AND SECURITIES LIMITED (‘THE COMPANY'):
The Members at the Annual General Meeting held on 26th December 2020 appointed M/S PPV & Co., (Firm Registration No 153929W) Chartered Accountants Mumbai, as Statutory Auditors of the Company, for first term of 5 years up to the Conclusion of Annual General Meeting to be held for the financial year 2024-25, however vide their resignation letters dated July 18, 2024, they have informed the Board regarding their inability to continue as the Statutory Auditor of your Company.
REASONS FOR RESIGNATION:
M/S PPV & Co., Chartered Accountants, decided of withdrawing their presences from audit practice under the existing proprietary firm structure and thereby discontinue with the audit and assurance practice, accordingly in view of the above decision the firm has tendered their resignation as the Statutory Auditor of your Company.
ACTIONS TAKEN BY THE BOARD:
The Board took the note of the comments made by Audit Committee in respect that the statutory auditors have not raised any concern or issue and there is no other reason other than as mentioned in the resignation letter.
Thereafter the Board at their meeting held on July 18, 2024, on the recommendation of the Audit Committee, has approved the appointment of M/s. CGCA & Associate LLP, Chartered Accountants (Firm Registration no. 123393W/W100755, LLPIN: AAX-4139) as the Statutory Auditor of the Company to fill the casual vacancy caused in the office of Statutory Auditor and recommended the said appointment for the approval of members' at the ensuing Annual General Meeting.
2. RESIGNATION OF M/S. PHD & ASSOCIATES., (STATUTORY AUDITOR OF INVENTURE FINANCE PRIVATE LIMITED ("IFPL") OR ("MATERIAL SUBSIDIARY") OF THE COMPANY:
The Members of the material subsidiary at the Annual General Meeting held on 26 th December 2020 appointed M/s. PHD & Associates (Firm Registration number: 111236W) Chartered Accountants, as Statutory Auditors of IFPL, for their second term of 5 years up to the Conclusion of Annual General Meeting to be held for the financial year 2024 - 25, however vide their resignation letters dated August 14, 2024, they have informed their inability to continue as the Statutory Auditor of IFPL.
SHARES.
Your Company has not issued any bonus Shares, securities with Differential Voting Rights, any SWEAT Equity, any Employee Stock Option or any preferential issue or Warrants or warrants Convertible into Equity Shares nor brought back any securities from Market.
DETAILS OF SHARES ISSUED POST THE END OF FINANCIAL YEAR 2023-24:
The Board of Directors of the Company at its meeting held on 21st August 2024, considered and approved the allotment of 21,00,00,000 fully paid up Equity Shares by the way of Right Issue to the existing shareholders of the Company of face value of Re. 1/- each for cash at a price of Rs. 2.33/- per Equity Share including a share premium of Rs. 1.33/- per Equity Shares.
SUBSIDIARIES COMPANIES
The Company along with its subsidiaries offers a diversified range of services viz. lending and allied activities, merchant banking services, insurance services, wealth management services, real estate, and commodities trading.
The Company has total Six (6) Subsidiaries Companies as on date of this report Viz. "
Inventure Finance Private Limited Inventure Commodities Limited Inventure Wealth Management Limited Inventure Insurance Broking Private Limited Inventure Merchant Banker Services Private Limited Inventure Developers Private Limited.
The Company does not have any associate Company or joint venture as on date of this report.
The Company has consolidated its accounts with all the subsidiaries as required by Companies Act, 2013 and SEBI (LODR), Regulation 2015. The individual Financial Statement of all the above mentioned subsidiaries are placed on the website of the Company and can be easily accessed at
https://www.inventuregrowth.com/investorrelation?categoryId=3&subcategoryId=2 The Inventure finance private limited is the material subsidiary of the company as on the date of this report. Performance and financial position of each Subsidiaries:
As required under Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on the highlights of performance of subsidiaries and their contribution to the overall performance of the Company has been appended as "Annexure A" to this Report.
GROWTH & SECURITIES l.T D . I '.nhanciiiu; Fortunes, I‘'.nrichintr lives,
MANAGEMENT DISCUSSION AND ANALYSIS.
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is presented in a separate section forming part of the Annual Report.
CORPORATE GOVERNANCE REPORT.
The Company is committed to maintain highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance forms part of this Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditor confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed and forms part of the Annual Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There are no such significant and Material orders passed by the regulators or courts tribunals impacting the going concern status and Companies operations in future except there are some penalties & inspections which were ordered by Stock Exchanges which are as follows:
TRANSFER TO RESERVE.
During the year 2023-2024 your Company has not transfer any amount to reserve.
DIVIDEND
Your company has not proposed any dividend for the Financial Year 2023-2024.
BOARD OF DIRECTOR, COMMITTES AND KEY MANAGERIAL PERSONAL Composition of Board
The composition of the Board of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an optimum combination of Executive, Non-Executive and Independent Directors.
The Board of the Company has 6 (SIX) Directors comprising of 1 (One) Executive Chairman and Managing Director, 1 (One) Whole-time Directors, 1 (One) Executive Director and 3 (Three) Independent Directors. The complete list of Directors of the Company has been provided in the Report on Corporate Governance forming part of the Annual Report.
The Directors on the Board of the Company are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.
Director liable to retire by rotation
Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is li able to determination by retirement of directors by rotation. Accordingly, Mr. Kamlesh S. Limbachiya (DIN: 02774663) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re - appointment. The brief profile of Mr. Kamlesh S. Limbachiya is included in the notice of the AGM of the Company forming the part of this Report.
Meetings of the Board
During the year under review, the Board met 4 (Four) times to discuss and approve various matters including financials, Right Issue and other businesses. For further details, please refer to the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 (One Hundred and Twenty) days, as prescribed in the Companies Act, 2013 and the Listing Regulations.
Committees of Board
The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. Details with respect to the Composition, terms of reference and number of meetings held, etc. are included in the Report on Corporate Governance forming part of the Annual Report.
During the year under review, all the recommendations/submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.
Separate Meeting of Independent Directors
As stipulated in the Code of Conduct for Independent Directors under the Companies Act, 2013 and the Listing Regulations, a separate Meeting of the Independent Directors of the Company was held on February 05, 2024 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties.
Declaration by Independent Directors
All the Independent Directors of your Company have submitted their declaration of independence, as required, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors of your Company. Further, veracity of the above declarations has been assessed by the Board, in accordance with Regulation 25(9) of the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite qualifications, expertise & experience (including the proficiency) and competency in the business & industry knowledge, financial expertise, digital & information technology, corporate governance, legal and compliance, marketing & sales, risk management, leadership & human resource development and general management as required to fulfill their duties as Independent Directors.
Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs ("IICA"). These declarations/ confirmations have been placed before the Board. The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (Two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption. Accordingly, Mr. Surji Chheda and Mr. Pathik Shah are exempt to pass the online proficiency self-assessment test pursuant to the proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Mr. Rekhchand Thanvi has booked a slot to appear for the exam on 30th July, 2024.
Key Managerial Personnel.
As on 31st March, 2024, Following are the Key Managerial Personnel.
D Mr. Kanji B. Rita -Chairman and Managing Director
D Mr. Kamlesh S. Limbachiya- Whole-Time Director
D Mrs. Lasha M. Rita- Director
D Ms. Shikha A. Mishra- Company Secretary and Compliance Officer
D Mr. Arvind J. Gala- Chief Financial Officer
F amiliarization Programmes
The Company has formulated a policy on ‘familiarization programme for independent directors'. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.
Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board / Committee Meetings. Meetings are done on regular basis to inform the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, review of Internal Audit, risk management framework, operations of subsidiaries.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, as amended from time to time, requires the Nomination and Remuneration Committee ("NRC") to formulate a Policy relating to the remuneration for the Directors, Key Managerial Personnel ("KMP"), Senior Management and other employees of the Company and recommend the same for approval of the Board.
Appointment Criteria and Qualifications:
1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or Senior Management and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Managing Director/Whole-time Director/Manager who has attained the age of seventy years.
Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.
The Company's Policy relating to Policy for Remuneration of the Directors, Key Managerial Personnel and Other Employees Annexure- B and is attached to this report.
Evaluation of Boards Performance:
Nomination and Remuneration Committee evaluated the performance of Board as a Whole and Independent Director. In their separate meeting evaluates the performance of Individual directors and chairman of the company. The criteria of performance evaluation are a ranking system i.e. by allocating ranking from 1 - 5 based on the skills such as participation in the meeting, contribution at the meeting, knowledge and skills, discharging own role, functions and duties and personal attributes. Evaluation of Performance of the Board, its committees, every Director and Chairperson, for the financial year 2023 -2024 has been conducted at the NRC Meeting and Independent director meeting.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a) That in the preparation of the annual financial statements for the year ended 31 st March 2024, the applicable Indian Accounting Standards have been followed along with proper explanation relating to material departures, if any;
b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual financial statement has been prepared on a going concern basis;
e) That internal financial control has been laid down to be followed by the Compan y and the internal financial control are adequate and are operating effectively;
f) That systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.
AUDITORS AND AUDITORS REPORT
A. STATUTORY AUDITORS
The Members at the Annual General meeting held on 26th December 2020 appointed appoint M/S PPV & Co., (Firm Registration No 153929W) Chartered Accountants Mumbai, as Statutory Auditors of the Company), for a term of 5 consecutive years up to the Conclusion of Annual General Meeting to be held for the financial year 2024-25.
The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.
Reporting of Fraud
During the year under review, the internal team of the Company has found that employee of the company has committed fraud over a period of time by siphoning Company's depository income aggregating to Rs 117.50 lacs and fraudulently transferring securities from certain DP accounts to his personal DP account.
Actions taken by the Management:
FIR was lodged against the fraudulent employee of the Company with the jurisdictional police.
Statutory Auditors' Report
The Statutory Auditors' Report issued by M/s. PPV &Co. Chartered Accountants, for the year under review contains following qualification, reservations, adverse remarks or disclaimer.
Qualification on Standalone Basis
We refer to note no. 3 to the Standalone financial results in respect of Exceptional item for which provision of Rs. 349 lakhs is made by the company on account of fraud committed on the company, by its employee. Since the company has not initiated a forensic audit for detailed investigation of the fraud, pending conversion of police compliant into First Information Report (FIR) and an inspection report of CDSL is awaited in respect of the alleged transfer of client's securities as on the date of this report, we are unable to comment on the quantum of the fraud and its expanded scope of operations which may include involvement of the securities of other clients. In the absence of sufficient appropriate audit evidence, we are unable to comment on the adequacy of the provision made for the year ended 31 March, 2024.
Company Reply: we have done a special audit through our internal audit on our DP process the report was issued on 17th May, 2024 and we have filled a police complaint and we are in touch with police authority for further course of action.
Qualification on Consolidated Basis
1. We refer to note 3 to the consolidated financial results in respect of Exceptional Item for which provision of Rs. 349 Lakhs is made in Holding company on account of fraud committed on the Holding Company, by its employee. Since the Holding Company has not initiated a forensic audit for detailed investigation of the fraud, pending conversion of police compliant into First Investigation Report (FIR) and an inspection report of CDSL is awaited in respect of the alleged transfer of client's securities as on the date of this report, we are unable to comment on the quantum of the fraud and its expanded scope of operation which may include involvement of the securities of other clients. In the absence of sufficient appropriate audit evidence, we are unable to comment on the adequacy of the provision made for the year ended 31 March, 2024.
2. In one of the Subsidiaries of the Holding Company viz Inventure Finance Pvt. Ltd., the other auditor who audited the financial results of the subsidiary has issued a qualified audit report as under:
"The Company has not applied Expected Credit Loss (ECL) model for estimating the provisions required to be made against loans given, as per the requirements of Ind AS 109 - Financial Instruments, and Reserve Bank of India's Master Direction, "Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023" bearing reference RBI/DoR/2023-2024/106 DoR.FIN.REC.NO.45/03.10.119/2023-2024 dated 19th October 2023 and updated on 21st March, 2024, due to which, we are unable to ascertain the possible impact of financial results."
Company Reply: we will apply the provisions from coming financial year and take precautionary action not to repeat same in future.
Emphasis of Matter
In this regard, attention is drawn to:
1. The Note 4 to the Standalone financial results regarding the company having pledged its term deposits aggregating to Rs. 1,198.89 Lakhs for its wholly owned subsidiary to avail overdraft facility, with an outstanding amount of Rs. 907.17 Lakhs as at year end.
2. Security Deposit given to Dhairya Management Services Pvt. Ltd. being a related party transaction Rs. 500 Lakhs.
3. Attention is drawn to Note 5 to the standalone financial results in respect of investments of Rs.
6,649 Lakhs in Wholly owned subsidiaries.
The Management does not expect any material impact on the standalone financial results for the year ended 31 March, 2024 in respect ofthe above matter.
Our opinion is not modified in respect of this matter.
A. INTERNALAUDITORS
The Company continues to engage M/s. SHAH & RAMAIYA Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on ongoing basis to improve efficiency in operations.
B. SECRETARIALAUDITORS
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 has appointed D. M. Zaveri& Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure-C (1).
Secretarial Auditors Report:
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except as follows: -
a) There was delay in compliance of Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘the SEBI (LODR) Regulations, 2015') w.r.t. appointment of qualified company secretary who act as a Compliance Officer of the Company, Ms. Bhavi Gandhi had resigned as Company Secretary and Compliance Officer effective 13 January 2023 and the Company has appointed Ms. Shikha Mishra as the Company Secretary of the Company effective 20 June 2023.
b) During the year under review, the prior approval of shareholders under regulation 23 of the SEBI (LODR) Regulations, 2015 was not obtained in respect of material related party transaction security deposit of Rs.500 Lakhs given to Dhairya Management Services Pvt. Ltd., a related party of the Company. As represented by the management, the said approval is proposed to the shareholders in the ensuing Annual General Meeting to be held during year 2024.
c) An unpaid/ unclaimed dividend of Rs. 10,000 declared and paid for the financial year 2011-12 not yet transferred to the Investor Education and Protection Fund (‘IEPF') as on 31st March 2024. As represented by the management, the Company is in process for transferring the said amount to the IEPF.
Secretarial Audit of Material Subsidiaries
In terms of Regulation 24A of the Listing Regulations, the Secretarial Audit Report of material subsidiaries i.e. Inventure Finance Private Limited received from their respective Secretarial Auditors for the is annexed herewith as Annexure-C (2).
MAINTAINANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by Central Government u nder sub-section (1) of Section 148 of the Companies Act, 2013
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance on sexual harassment at workplace. The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace and has also constituted an Internal
Complaints Committee ("ICC") as stipulated by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity.
During the year under review, ICC had not received any complaint relating to sexual harassment ANNUAL RETURN
Pursuant to section 134(3)(a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed thereunder, The Annual Return of the Company in E-form MGT -7 is available on the website of the Company at https://www.inventuregrowth.com/investorrelation?categoryId=6&subcategoryId=18
LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Note no. 38 to the Standalone Financial Statements forming part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Arrangements or Contracts entered by the Company during the financial year with related parties were on an arm's length basis and in the ordinary course of business. All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year under review Company has not entered any contracts or arrangements with related party except the approval taken form the Audit committee on 9th February, 2023, Board on 30th January, 2023 and shareholders' approval through postal ballot was taken on 24th March, 2023 for purchase of office premises from K. R. Shoppers private limited in which Mr. Kanji Rita chairman & Managing director of the Company is director and Mr. Meet Rita husband of Mrs. Lasha Rita director of the Company is a director but the transaction is yet to be executed as on the date of this report.
Accordingly, the particulars of contracts or arrangements with related party referred to in sub section
(1) of Section 188 Is not applicable on the Company.
Details of the related party transactions during the year as required under Listing Regulations and Indian accounting standards are given in note 37 to the standalone financial statements. The policy on dealing with the Related Party Transactions Including determining material subsidiaries is available on the Company's website or link: https://www.inventuregrowth.com/investorrelation?categoryId=2
VIGIL MECHANISM
The Company has a whistle blower policy laying down a vigil mechanism to deal with instances of unethical behavior, fraud or mismanagement. The said policy has been explained in the corporate governance report and also displayed on the Company's website or Link: https://www.inventuregrowth.com/investorrelation?categoryId=2
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social Responsibility (CSR) Committee under the Chairmanship of Mr. Surji D. Chheda, Independent Director. The other members of the Committee are Mr. Kanji B. Rita and Mr. Kamlesh S. Limbachiya. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy. The detailed CSR Policy is available on web link https://www.inventuregrowth.com/investorrelation?categoryId=2
Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed herewith and forming the part of this Annual Report and marked as Annexure D. The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company
LISTING OF SECURITIES
The Equity Shares of the Company are presently listed on BSE Limited and National Stock Exchange of India Limited. The Annual Listing Fee for the year 2024-2025 has been duly paid to the Stock Exchange.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.
The particulars required by the Section 134(3)(m) of the Companies Act, 2013 ("the Act") read with rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not furnished considering the nature of activities undertaken by the Company during the year.
Foreign Exchange Earning and Outgo
Your Company has no foreign exchange earnings and outgo.
Leveraging Digital Technology
Innovative ideas and technology is introduced continuously to provide great user experience to our customers, business associates and employees. In association with the IT Team, the Company with active support from management has been investing time and effort in information technology solutions to demonstrate technological leadership.
RISK MANAGEMENT POLICY.
The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. Exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact the Company's ability to achieve its strategic and financial objectives. Whenever necessary, the Board reviews the risks and suggests steps to be taken to control and mitigate the same through appropriate framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Annual Report. The Company has framed a Risk Management Policy to identify and assess the key risk areas monitor and report compliance and effectiveness of the policy and procedure.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES.
Relations with employees across all the offices and units continued to be cordial.HR policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Your Company had 106 permanent employees as on 31 st March 2024.
The statement containing particulars of employees as required under Section197 (12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure E and forms part of this Report. The Company has not paid any remuneration to its Non-Executive Directors, except sitting fees for attending the meetings of the Board and Committee thereof during the FY 2023-2024. The details of the same are provided in the corporate governance Report forms part of the Annual Report.
DEPOSITS (UNDER CHAPTER V):
During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended.
INTERNAL FINANCIAL CONTROLS SYSTEMS ANDADEQUACY.
The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Company's internal control systems commensurate with the nature of its business, the size and complexity of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Senior Management are periodically apprised of the internal audit findings and corrective actions taken. Audit provides a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the Listing Regulations, all the Directors & Senior Management of the Company have affirmed compliance with the Code of Conduct of the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.
PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company Securities.
The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading is available on the Company's website www.inventuregrowth.com.
OTHER DISCLOSURES
1. There are no proceedings, either filed by the Company or filed against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts during the FY 2023-24.
2. There was no instance of one-time settlement with any Bank or Financial Institution APPRECIATION AND ACKNOWLEGEMENT.
Your Directors would like to take this opportunity to express sincere gratitude to the customers, bankers and other business associates for the continued cooperation and patronage. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory Bodies and the Stock Exchanges. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees at all levels to the growth and profitability of your Company's business. The Directors also wish to express their gratitude to the valued shareholders for their unwavering trust and support.