Indiaco Ventures Ltd Directors Report.

Dear Shareholders,

On behalf of the Board of Directors, we present the 32nd Annual Report together with the Audited Statement of Accounts of Indiaco Ventures Limited (?the Company ) and its subsidiaries for the year ended March 31, 2015.

1. Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below.

(Amount in Rupees)
Financial Year ended
Particulars Standalone Consolidated
2014-15 2013-14 2014-15 2013-14
Total Income 3873600 3875560 3873600 4342402
Less: Expenditure 26594727 8868807 26792375 11619334
Profit/(Loss) Before Tax (22721127) (4993247) (22918775) (7277292)
Tax expenses including deferred tax --
Profit / (Loss) for the year (22721127) (4993247.00) (22918775) (7277292)
EPS (1.23) (0.27) - -

The Company has earned Rs.3873600/- as income during the year and expenses are Rs.26594727/- Compared to previous year, the loss has increased considerably.

2. MANAGEMENT DISCUSSION AND ANALYSIS (MD and A)

FINANCIAL REVIEW:

Your Company is a primarily involved in the business of investments. The Company has earned Rs.3873600/- as income during the financial year under review. Total Expenses incurred during the year was Rs.26594727/- including depreciation due to which the Company incurred total loss of Rs. 2,27,21,127/-

BUSINESS REVIEW:

During the year under review, the Company has not changed its nature of business from 1st April 2014 to 31st March 2015.

RISK AND CONCERNS:

Your Company is exposed to competitive, business and environmental risks including interest rate volatility, economic cycles, market risk and credit risk. Your Directors are managing these risks by maintaining a conservative financial profile and by following prudent business and management practices.

ADEQUATE AND INTERNAL CONTROL:

A proper and adequate system of internal controls has been set up by the company to ensure that all activities are monitored and controlled against any unauthorized use or disposition of assets. Further it has been ensured that all the transactions are authorized, recorded and reported correctly.

HUMAN RESOURCE DEVELOPMENT:

During the financial year the Company had maintained cordial relations with all its employees and has taken utmost care of its employees deployed. All employees are aligned under our value system which propagates and practices open, transparent and honest, collaborative, honoring commitments and demanding excellence among them. The Company has no employees who received remuneration in excess of limits prescribed under section 197 of the Companies Act, 2013 read with the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

3. DIVIDEND & RESERVES:

In the absence of profits, your Directors are unable to recommend dividend for the period under review.

Reserves

The Company has incurred losses and as such has not transferred any amount to reserves.

4. SHARE CAPITAL

The Authorized Capital is Rs. 130,000,000/- and paid-up capital is Rs. 37,073,570/-. The Company has not issued any capital during the year.

5. Directors and Key Managerial Personnel

Mr. Suresh Siddheshwar Ingale, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mr. Avinash Laxman Deshmukh and Mr. Mohan Genaji Parmar have been appointed as an Independent Directors for term of 5 years. Mrs. Umaraje Gangadharrao Patwardhan has been appointed as Woman Director.

Also, Mr. Suresh Ingale and Mrs. Tanuja Bhugra / Sapra has been appointed as Chief Financial Officer and Company Secretary with effect from 30/09/2014 and 30/03/2015 respectively.

6. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto as Annexure 1. A certificate from the Statutory Auditors regarding compliance of conditions of Corporate Governance as stipulated under Corporate Governance Clause of the Listing Agreement is annexed to the report on Corporate Governance.

7. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DEPOSITS:

During the period under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under.

9. AUDITORS

M/s. V.C. Venkatraman & Associates, Chartered Accountants, Statutory Auditors of the Company having registration number FRN No. 111372W were appointed for the period of five years from the conclusion of Annual General meeting of 2013-2014 till the conclusion of the Sixth Annual General Meeting for the financial year ended 31st March 2019 subject to the ratification of the members at every general meeting. Accordingly, they hold office till the conclusion of the ensuing Annual general meeting; subject to ratification of their re-appointment by shareholders.

The Company has received a certificate from the statutory auditors to the effect that they are eligible for reappointment in terms of Section 141 of the Companies Act 2013. If re-appointed, M/s. V.C. Venkatraman & Associates, Chartered Accountants shall hold office for the remaining term of four years from the conclusion of ensuing Annual General Meeting till the conclusion of fifth following Annual General Meeting for the financial year ended 31st March 2019. The Shareholders are requested to pass the necessary resolution enabling re-appointment of the Auditors as aforesaid.

9. AUDITORS REPORT:

The Auditors’ Report on the Accounts of the Company for the period under review is self explanatory and requires no comments.

10. PARTICULARS OF EMPLOYEES:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is not required as the Company has no employees who received the remuneration in excess of limits specified prescribed under section 197 of the Companies Act, 2013.

11. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year seven Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meeting Of Independent Directors:

Independent Directors of the Company met on 5th September 2014 to review the performance of non- independent directors, the Board as a whole and the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board effectively and reasonably perform their duties

12. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance valuation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

13. DECLARATION BY AN INDEPENDENT DIRECTORS:

Both the independent directors of the Company have given declaration under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement.

14. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

15. MANAGERIAL REMUNERATION:

Disclosure as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not annexed as none of the directors draw any remuneration. The details of remuneration of KMP is separately given.

16. STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiaries is given as Annexure 2.

Further, brief about the business of the each of the Subsidiaries are given hereunder:-

a. Indiaco Telecom Private Limited

b. Indiaco Healthcare Private Limited

c. Indiaco Capital Private Limited

d. Indiaco Advisors Private Limited

17. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. P.C. Dhamne & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-3 to this report. The report is self-explanatory and do not call for any further comments.

18. INTERNAL AUDIT & CONTROLS

The Company has appointed an internal auditor of the Company for the year 2014-15. The internal auditors have reviewed the processes for safeguarding the assets of the Company and also reviewed the operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

19. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

20. RISK MANAGEMENT POLICY:

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

21. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as

Annexure 4 .

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE: NIL

23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.:

The Company has adopted adequate procedures for ensuring the internal financial controls. The Company adheres best practices for safeguarding its assets, the prevention and detection of frauds and errors and timely preparation of reliable and accurate financial information.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into related party transaction, hence the disclosure in Form AOC 2 is not required.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per section 135 of the Companies Act 2013, the provisions of Corporate Social Responsibility Committee are not applicable to the Company.

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy:

Companys energy consumption is minimum. As the company is engaged in financial services sector. the directors have nothing significant to report under this head.

Technology Absorption, Adaptation and Innovation:

The company has not undertaken any research and development activity hence the directors have nothing significant to report under this head.

Research and Development:

The Company has not undertaken any R & D Activity in any specific area during the year under review, and hence no cost has been incurred towards the same.

Foreign Exchange Earning and Outgo:

The Company has neither earned nor spent any foreign exchange during the year.

28. ACKNOWLEDGEMENT:

Your Directors are placed on record their sincere gratitude to the Government, Bankers and business constituents for their continued and valuable co-operation and support to the Company.

For and on behalf of the Board
For INDIACO VENTURES LIMITED
Sd/- Sd/-
Place: Pune (Gopal Patwardhan ) (Suresh Ingale)
Date:05/09/2015 Managing Director Director
DIN: 00086757 DIN: 2202394

ANNEXURE 1

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CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance forms a part of the Annual Report besides being a compliance of the Listing Agreement:

1. COMPANYS PHILOSOPHY:

The Company’s philosophy on corporate governance is to ensure fairness to the stakeholders, empowerment of employees and collective decision-making and customers delight through transparency, full disclosures and business ethics in discharge of its corporate responsibilities.

2. BOARD OF DIRECTORS: a. Composition:

The Board comprises of Five Directors, out of which 2 are executive directors and 3 are non-executive directors. Out of 5, 2 are independent directors and thus, it meets the stipulated requirement of Corporate Governance.

b. The name of Directors and their attendance at each Board Meeting / last Annual General Meeting and number of

Directorship/ Chairmanship in other companies is given below:

Name of the Director Designation Category Attendance at the last AGM No. of Board meetings attended No. of Directorships in other companies as on 31.03.2015
Mr. Gopalrao Gangadharrao Patwardhan Managing Director Executive Yes 7 14
Mrs. Umaraje Gangadharrao Patwardhan Women Director Non Executive Yes 7 10
Mr. Suresh Siddheshwar Ingale Director Executive Yes 7 5
Mr. Avinash Laxman Deshmukh Independent Director Non Executive Yes 7 NA
Mr. Mohan Genaji Parmar Independent Director Non Executive No 7 4

During the year under review 7 (Seven) Board Meetings were held on 14/05/2014, 30/06/2014, 13/08/2014, 05/09/2014, 30/09/2014, 13/11/2014, 12/02/2015.

c. Directors seeking appointment / re-appointment:

Mr. Suresh Siddheshwar Ingale retires by rotation and being eligible, has offered himself for re-appointment. As required by Clause 49 (G) (i) of the Listing Agreement, details of Directors seeking re-appointment / appointment are forming part of the notice of Annual General Meeting.

d. CFO Certification:

As required under Clause 49 V of the Listing Agreement with the Stock Exchanges, a Certificate on the Financial Statements for the financial year ended on 31st March, 2015 has been given to the Board of Directors.

e. CODE OF ETHICAL BUSINESS CONDUCT:

All the Directors and Senior Managerial Personnel have affirmed compliance with the Code of Ethical Business Conduct as approved and adopted by the Board of Directors and a declaration to that effect signed by the Managing Director is attached and forms part of this report.

f. Prohibition Of Insider Trading:

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a policy for Prohibition of Insider Trading for Directors and specified employees of the Company.

3. COMMITTEES OF THE BOARD:

i. AUDIT COMMITTEE:

To ensure the independence of the Committee, Audit Committee is composed of three members who are non- executive independent Directors and executive director viz. Mr. Avinash Laxman Deshmukh, Mr. Mohan Genaji Parmar and Mr. Suresh Siddheshwar Ingale respectively.

Mr. . Avinash Laxman Deshmukh was the Chairman of the Committee. Statutory Auditors, Head of Accounts Department are permanent invitees to the Committee meetings. The terms of reference of the Audit Committee are specified on the pattern as contained in Section 177 of the Companies Act, 2013 and also Clause 49 of the Listing Agreement.

The Audit Committee met Four times during the year on 14.05.2014, 13.08.2014, 13.11.2014, 12.02.2015.

The attendance of the members of the Committee is given below:

Name of Committee Directors Category Chairman Members No. of Meetings Attended
Mr. Avinash Laxman Deshmukh Non Executive Independent Director Chairman 4
Mr. Mohan Genaji Parmar Non Executive Independent Director Member 4
Mr. Suresh Siddheshwar Ingale. Executive Director Member 4

ii. STAKEHOLDERS GRIEVANCE COMMITTEE:

The Shareholders’/Investors’ Grievance committee was constituted to look into the redressal of investors’ complaints on various issues. The Chairman of the committee was Mr. Avinash Laxman Deshmukh. The members of the Committee were Mr. Mohan Genaji Parmar and Mr. Suresh Siddheshwar Ingale. No complaint of shareholders is pending in the records of the Company.

iii. NOMINATION AND REMUNERATION COMMITTEE [NRC]:

The Company has set up a Nomination and Remuneration Committee as per section 178 of the Companies Act, 2013.The NRC shall act in terms of reference specified by the Board which inter-alia includes -

i. Identify persons who are qualified to become directors and who may be appointed as Senior Management.

ii. Recommend to the Board for appointment and removal of Senior management.

iii. Carry out evaluation of every directors performance. iv. Formulate Criteria for determining qualifications, positive attributes and independence of director, Recommend to the Board a policy, relating to the remuneration for the directors, KMP and other employees ensuring the following -

- The level and composition of remuneration is reasonable to retain the directors of the quality required to run the Company successfully.

- Relationship of remuneration to performance is clear.

- Remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives.

NRC is composed of three members who are non- executive and independent Directors viz. Mr. Avinash Laxman Deshmukh, Mr. Mohan Genaji Parmar and Mrs. Umaraje Gangadharrao Patwardhan

The NRC met Two times during the year on 14.05.2014, 13.11.2014

The attendance of the members of the Committee is given below:

Name of Committee Directors Category No. of Meetings Attended
Avinash Laxman Deshmukh Non Executive Independent Director 2
Mr. Mohan Genaji Parmar Non Executive Independent Director 2
Mrs. Umaraje Gangadharrao Patwardhan Non Executive Independent Director 2

4. DIRECTORS REMUNERATION

Non Executive Directors have not been paid any remuneration during the financial year.

5. GENERAL BODY MEETINGS:

The details of last three Annual General Meetings are given below:

Financial Year General Meeting Location Date Time
2013-14 Annual General Meeting 214, Surya Plaza, LBS Road, Navi Peth, Pune- 411 030, Maharashtra 30/09/2014 11:30 a.m.
2012-13 Annual General Meeting 214, Surya Plaza, LBS Road, Navi Peth, Pune- 411 030, Maharashtra 30/09/2013 11:30 a.m.
2011-12 Annual General Meeting 214, Surya Plaza, LBS Road, Navi Peth, Pune- 411 030, Maharashtra 31/12/2012 11:00 a.m.

In the ensuing Annual General Meeting no resolution is proposed for approval by postal ballot.

There was no special resolution passed in the meetings held in last 3 years.

6. SUBSIDIARY COMPANIES:

The Company does not have any material non-listed Indian Subsidiary Companies whose turnover or net worth exceeds 20% of Consolidated turnover or net worth respectively of the Company.

7. DISCLOSURES:

During the year, there was no significant transaction with the Directors, management, their relatives etc. that have any potential conflict with the interest of the Company at large.

There has been no major instances of the non-compliance by the Company on any matter related to capital market during the last three years.

No treatment different from accounting standards prescribed by the Institute of Chartered Accountants of India, has been followed while preparing the financial statements.

The Company has complied with the mandatory requirements of clause 49 of the Listing Agreement and has not followed the non mandatory requirements.

8. RELATED PARTY TRANSACTIONS:

The Company has not entered into any related party transactions during the year under review.

9. MEANS OF COMMUNICATION

The Company communicates with the shareholders at large through its Annual Report, publication of financial results and by filing of various reports and returns with the statutory bodies like Stock Exchanges and Registrar of Companies. The quarterly results are published in newspapers.

e-mail id : cs@indiaco.com

10. GENERAL INFORMATION FOR SHAREHOLDERS

i. Annual General Meeting:
Date: 30.09.2015
Time: 10.00 A.M.
Venue: Regd. Office: 214, Surya Plaza, LBS Road, Navi Peth, Pune- 411 030

ii Tentative Financial Calendar 2014-15 (Subject to change)

First Quarterly Results : July, 2015
Second Quarterly Results : October, 2015
Third Quarterly Results : January, 2016
Fourth Quarterly Results : May, 2016

Annual General Meeting for the year ending 31st March 2016 September 2016 iii. Date of Book Closure : 24.09.2015 to 30.09.2015 (Both days inclusive) iv. Listing:

The securities of the Company are listed on the following Stock Exchanges:

1. The Bombay Stock Exchange Ltd.,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.

- The Company has paid the listing fees. v. Stock Code

The Stock Exchange Mumbai : 506131

vi. Stock Market Data:

The monthwise highest, lowest and closing stock prices vis a vis BSE sensex during the Financial Year 2014-15 are given below:

Share Price of the Company
Month Highest Lowest Closing
Year (In Rs.) (In Rs.) (In Rs.)
(2014-15)
Apr-14 3.22 2.54 2.64
May-14 2.59 1.76 1.96
Jun-14 3.99 2.05 3.71
Jul-14 4.08 3.57 4.00
Aug-14 5.37 4.10 4.35
Sept-14 4.56 3.68 3.86
Oct-14 4.25 3.67 4.04
Nov-14 4.23 3.82 3.82
Dec-14 4.01 3.26 3.77
Jan-15 4.55 3.95 4.33
Feb-15 4.72 4.12 4.49
Mar-15 4.47 3.70 4.07

vii. Information regarding dividend payment:

Due to absence of profits, the Board has not recommended the dividend for the period ending 31st March, 2015.

viii. Registrar and Share Transfer Agent:

Pursuant to the circular issued by the Securities and Exchange Board of India, the work related to Share Transfer Registry in terms of electronic mode is dealt with:

Universal Capital Securities Private Limited. 21, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (E), Mumbai- 400093.

ix. Share Transfer System

The Company’s shares are covered under the compulsory dematerialization list and are transferable through the depository system. During the period under review, there was no request of transfer of shares in physical form.

x. Dematerialization of Shares

As on 31st March 2015, 72.81 % of the Share Capital were dematerialized comprising of 13496615 shares.

xi Address for Correspondence

214, Surya Plaza, LBS Road, Navi Peth, Pune- 411 030

xii. Compliance Officer: Tanuja Bhugra

DECLARATION UNDER CLAUSE 49

All Board Members and senior management have affirmed compliance with the code of conduct as adopted by the Board of Directors of the Company.

For and on behalf of the Board
For INDIACO VENTURES LIMITED
Sd/- Sd/-
Place: Pune (Gopal Patwardhan ) (Suresh Ingale)
Date:05/09/2015 Managing Director Director
DIN: 00086757 DIN: 2202394

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