intellivate capital advisors ltd share price Directors report

TO

THE MEMBERS OF THE COMPANY

Your Directors feel great pleasure in presenting 12th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS

(Rs. In Lakhs)

SR. NO.	PARTICULARS	STANDALONE		CONSOLIDATED
		CURRENT YEAR ENDED 31ST MARCH, 2023	PREVIOUS YEAR ENDED 31ST MARCH, 2022	CURRENT YEAR ENDED 31ST MARCH, 2023
1.	Total Revenue (Net)	110.58	110.00	110.58
2.	Other Income	25.78	11.89	25.78
3.	Total Income	136.36	121.89	136.36
4.	Profit before Depreciation & Amortization Expenses, Finance Cost and Tax	65.09	68.51	64.14
5.	Less : Depreciation and Amortization Expenses	-	-	-
6.	Finance Cost	-	-	-
7.	Profit before Tax	65.09	68.51	64.14
8.	Less: Provision for Tax	16.92	18.02	16.92
9.	MAT Credit Entitlement	3.23	-	3.23
10.	Profit after Tax	44.94	50.49	43.99
11.	Less :Prior period Tax	-	-	-
	Adjustment
12.	Profit for the year	44.94	50.49	43.99
	Earnings per share (Basic)	0.1425	0.1626	0.1395
	Earnings per share (Diluted)	0.1425	0.1626	0.1395
13.	Balance of Profit as per last Balance Sheet	153.79	103.30	-

2. REVIEW OF OPERATIONS

STANDALONE BASIS:

During the year under review, Companys revenue from operations stood at Rs. 1,10,58,000/- compared to Rs. 1,10,00,000/- in the previous year. The operating profit before tax stood at Rs. 65,09,000/- as against Rs. 68,51,000/- in the Previous Year. The Net Profit for the year stood at Rs. 44,94,000/- as against Rs. 50,49,000/- reported in the Previous Year.

CONSOLIDATED BASIS:

During the year under review, the company has made 100% acquisition in M/s. Sumathi Corporate Services Private Limited; one of its group companies on 16th March, 2023; accordingly, this years financial Statements are prepared on a consolidated basis (i.e. including the financials of its subsidiary and associate companies). Thus, companys revenue from operations on consolidated basis stood at Rs. 1,10,58,000/- during the year under review. The operating profit before tax on consolidated basis stood at Rs. 64,14,000/- during the year under review. The net profit for the year on a consolidated basis stood at Rs. 43,99,000/- during the year under review.

3. DIVIDEND

The Board of Directors at their meeting held on 30th May, 2023, has recommended payment of dividend at rate of 5% {i.e. Rs. 0.05/- per equity share having face value of Rs. 1/- (Rupee One Only)} each as a final dividend for the financial year ended 31st March, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company and shall be subject to deduction of income tax at source.

The total dividend amount for the financial year 2022-23, including the proposed final dividend, amounts of Rs. 0.05/- per equity share of the face value of Rs. 1/- (Rupee One Only) as against the Nil dividend for the previous financial year 2021-22.

4. RESERVES

No transfers to reserves were made, as no appropriations were required to be made during the financial year under review.

5. SHARE CAPITAL OF THE COMPANY

During the financial year under review; the board at its meeting held on 03rd January, 2023 subject to approval of the shareholders of the company, recommended preferential issue of securities to acquire 45,00,000 (Forty Five Lakh) equity shares of the Company having face value of Rs.10/- each representing 100% paid-up share capital ("Purchase Shares") of SUMATHI CORPORATE SERVICES PRIVATE LIMITED, an existing Group Company, for a total purchase consideration of upto Rs. 16,20,00,000/- (Rupees Sixteen Crores Twenty Lakhs Only) and issue of upto 34,86,298 (Thirty-Four Lakh Eighty-Six Thousand Two Hundred Ninety-Eight) Equity Shares of the Company having face value of Re. 1/- each for a cash consideration on a preferential basis ("Preferential Issue").

Resolutions with regard to the aforesaid matter, was duly approved by the shareholders vide an Extraordinary General Meeting dated 27th January, 2023. Thereafter, the board of directors having received the requisite approval from shareholders and the stock exchange (BSE Limited) approved the allotment of 98,58,892 Equity Shares of Rs. 1/- each to be issued at a price not less than Rs. 12/- to Promoters for consideration other than cash on a preferential basis pursuant to share swap and issue of 32,86,298 equity shares of Rs. 1/- each to be issued at a price not less than Rs. 12/- to non-promoter on a preferential basis.

Furthermore, pursuant to the above approval; the authorized share capital of the company was also increased from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakh Only) divided into 3,50,00,000 (Three Crore Fifty Lakh) equity shares of Rs. 1/- each to Rs. 4,51,00,000/- (Rupees Four Crore Fifty One Lakh Only) divided into 4,51,00,000 (Four Crore Fifty One Lakh) equity shares of Rs. 1/- each; pursuant to the preferential issue of equity shares.

Thus, the overall capital structure of the Company pre and post preferential issue of equity shares (on private placement basis) is as stated below:

PARTICULARS	PRE PREFERENTIAL ISSUE	POST PREFERENTIAL ISSUE
Authorized Share Capital	3,50,00,000/- divided into	4,51,00,000/- divided into
	3,50,00,000 equity shares of face value of Rs. 1/- each	4,51,00,000 equity shares of face value of Rs. 1/- each
No. of fully paid-up equity shares	3,10,54,810	4,22,00,000
Face value per share (in Rs.)	Rs. 1/-	Rs. 1/-
Issued, Subscribed and Paid- up Share Capital	Rs. 3,10,54,810/-	Rs. 4,22,00,000/-

6. DEMATERIALISATION OF EQUITY SHARES:

As per direction of SEBI and Bombay Stock Exchange Limited, the shares of the Company are under compulsory Demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE176N01021. Presently shares are held in electronic and physical mode (99.96% of shares in Demat, 0.04% in physical mode).

7. CHANGE IN MANAGEMENT AND CONTROL

During the financial year 2022-23 as well as till the date of this report, there were changes in the board of directors of the company. Accordingly, the changes and revised structure of Board of Directors is as follows:

SR NO.	NAME OF THE DIRECTORS	DESIGNATION	DIN	STATUS
1.	SUKUMAR REDDY GARLAPATHI	Managing Director	00966068	Promoter/ Chairman
2.	SAMPATH RAO NEMMANI	Executive Director	07999868	Non-Promoter
3.	PRATIK SURENDRAKUMAR	Non-Executive	08233777	Independent Director
4.	SHAH NIDHI JAIN	Non-Executive	09184058	Independent Director
5.	HETAL HARSHAL SOMANI (Appointed w.e.f. 29/08/2022)	Non-Executive	09720365	Independent Director
6.	HETANG ARUNKUMAR SHAH (Resigned w.e.f. 29/08/2022)	Non-Executive	02710970	Independent Director

Furthermore, during the year under review; the company has made 100% acquisition in M/s. Sumathi Corporate Services Private Limited; one of its group companies on 16th March, 2023 for consideration other than cash (through swap of shares) and for cash consideration.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report and is appended as Annexure I to this report.

9. ANNUAL RETURN:

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at www.caspianservices.in

10. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

11. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That 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 profit of the company for that period;

c. That the directors have taken proper and sufficient care 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. The Annual Accounts have been prepared on a going concern basis;

e. That 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; and f. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year. As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company was below the threshold limits stated above, thereby presently the Company is not required to comply with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

13. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

Steps taken or impact on conservation of energy The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

PARTICULARS	YEAR ENDED 31ST MARCH, 2023	YEAR ENDED 31ST MARCH, 2022
FOREIGN EXCHANGE EARNING	Nil	Nil
FOREIGN EXCHANGE OUTGO	Nil	Nil

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, the company had vide its 11th AGM dated 23rd September, 2023 passed a special resolution and increased the overall managerial remuneration of the directors of the company. In addition, the company had also increased the limit of managerial remuneration payable to Mr. Sukumar Reddy Garlapathi, Managing Director in excess of 5% of the net profits of the company.

Thus, considering the above; Mr. Sukumar Reddy Garlapathi, Managing Director of the company was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure III to this Report.

15. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

Further, during the financial year under review; the board at its meeting held on 03rd January, 2023 and after having obtained the requisite approval of shareholders of the company, and having received the requisite approval from the stock exchange (BSE Limited) has acquired 45,00,000 (Forty Five Lakh) equity shares of face value of Rs.10/- each representing 100% paid-up share capital ("Purchase Shares") of SUMATHI CORPORATE SERVICES PRIVATE LIMITED, one of its Group Company on 16th March, 2023; for a total purchase consideration of Rs. 13,37,42,280/- (Rupees Thirteen Crore Thirty Seven Forty Two Thousand Two Hundred and Eighty Only).

Thus, now, the company has a wholly owned subsidiary namely; Sumathi Corporate Services Private Limited (SCSPL) w.e.f. 16th March, 2023 and as such acquisition was made in the last quarter of financial year 2022-23; this years financial statements are prepared on a consolidated basis (i.e. including the financials of its subsidiary and associate companies).

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2022-23, there were changes in the board of directors of the company.

Mr. Hetang Arunkumar Shah had resigned from his office of post of Independent Director w.e.f. 29th August, 2022 and Mrs. Hetal Harshal Somani was appointed as the Independent Director of the company w.e.f. 29th August, 2022.

Accordingly, at present, the structure of Board of Directors is as follows:

SR. NO.	DESIGNATION	NAME OF DIRECTORS
1	Executive Director	Mr. Sampath Rao Nemmani (w.e.f. 06/09/2021)
2	Independent Director (Non-Executive)	Mr. Hetang Arunkumar Shah (upto 29/08/2022)
		Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022)
3	Independent Director (Non-Executive)	Mr. Pratik Surendrakumar Shah (w.e.f .30/10/2021)
4	Independent Director (Non-Executive)	Ms. Nidhi Jain (w.e.f. 30/10/2021)
5	Managing Director	Mr. Sukumar Reddy Garlapathi (w.e.f. 1/10/2021)

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Sampath Rao Nemmani, Director of the Company, retires by rotation at the ensuing Annual

General Meeting and being eligible, has offered himself for re-appointment and your Board recommends his re- appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re- appointed are given in the Notice convening 12th Annual General Meeting of the Company.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the Key Managerial Personnel of the company.

18. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board/Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 08 (Eight) Board Meetings were convened and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR	CATEGORY	MEETINGS HELD DURING YEAR	MEETINGS ATTENDED
Mr. Sukumar Reddy Garlapathi	Managing Director	8	8
Mr. Sampath Rao Nemmani	Executive Director	8	8
Mr. Hetang Arunkumar Shah	Independent Director	3	3
Mr. Pratik Surendrakumar Shah	Independent Director	8	8
Ms. Nidhi Jain	Independent Director	8	8
Mrs. Hetal Harshal Somani	Independent Director	5	5

Moreover, during the year under review; the company has held an Extraordinary General Meeting of members on 27th January, 2023 through Video Conferencing (VC) and Other Audio Visual Means (OAVM) seeking members approval for the purpose of increasing authorised share capital of the company, enhancing the limits under u/s. 186 of the Companies Act, 2013 and for raising of funds and issuance and swap (consideration other than cash) of securities on preferential basis for consideration payable partly in cash and partly for consideration other than cash.

19. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 29th August, 2022 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

20. COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

(I) AUDIT COMMITTEE:

During the year under review, the committee was re-constituted on 29th August, 2022 by appointment of Mrs. Hetal Harshal Somani as a member of committee in place of Mr. Hetang Arunkumar Shah who resigned from his office of directorship and membership w.e.f. 29th August, 2022. Hence, presently, the audit committee comprises of Mr. Pratik Surendrakumar Shah as chairman, Mrs. Hetal Harshal Somani, Ms. Nidhi Jain and Mr. Sukumar Reddy Garlapathi as members of the Audit committee. Moreover, during the financial year 2022-2023, 05 (Five) meetings of Audit Committee were held on 28th May, 2022; 9th August, 2022; 9th November, 2022; 03rd January, 2023 and 13th February, 2023. The below table highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

NAME OF MEMBERS	DESIGNATION	EXPERTISE	TERMS OF REFERENCE & FUNCTIONS OF THE COMMITTEE	MEETINGS ATTENDED
Mr. Hetang Arunkumar Shah (Upto 29/08/2022)	Member	Majority members are Non-executive. Chairman is Independent Director and majority is independent. One member has thorough financial and accounting knowledge.	The functions of the Audit Committee are as per Company Law and Listing Regulations prescribed by SEBI which include approving and implementing the audit procedures, review of financial reporting system, internal control procedures and risk management policies.	2
Mrs. Hetal Harshal Somani(w.e.f. 29/08/2022)	Member			3
Mr. Pratik Surendrakumar Shah	Chairman			5
Ms. Nidhi Jain	Member			5
Mr. Sukumar Reddy Garlapathi	Member			5

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The Committee also acts in terms of reference and directions of the Board from time to time.

The Committee acts as a link between the management, external and internal auditors and the Board of Directors of the Company.

(II) NOMINATION AND REMUNERATION COMMITTEE

During the year under review, the committee was re-constituted on 29th August, 2022 by appointment of Mrs. Hetal Harshal Somani as a member of committee in place of Mr. Hetang Arunkumar Shah who resigned from his office of directorship and membership w.e.f. 29th August, 2022. Hence, presently, the Nomination and Remuneration Committee comprises of Ms. Nidhi Jain as a Chairperson, Mrs. Hetal Harshal Somani and Mr. Pratik Surendrakumar Shah as members of the Audit committee. Moreover, during the financial year 2022-2023, 05 (Five) meetings of Nomination and Remuneration Committee were held on 28th May, 2022; 29th August, 2022; 9th November, 2022; 03rd January, 2023; and 13th February, 2023. The below table highlights the composition and attendance of members of the Committee. The requisite quorum was present at the Meeting.

NAME OF MEMBERS	DESIGNATION	FUNCTIONS OF THE COMMITTEE	MEETINGS ATTENDED
Mr. Hetang Arunkumar Shah (Upto 29/08/2022)	Member	All members are Non- executive.	1
Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022)	Member	The Committee is vested with the responsibilities to function as per SEBI Guidelines and recommends to the Board Compensation Package for the Managing Director. It also reviews from time to time the overall Compensation structure and related policies with a view to attract, motivate and retain employees.	4
Mr. Pratik Surendrakumar Shah	Chairman		5
Ms. Nidhi Jain	Member		5

The Company Secretary has acted as the Secretary to the Committee.

The Committee is empowered with the role and powers as prescribed under Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Section 178 of the Companies Act, 2013 and Nomination & Remuneration Policy of the Company. The Committee also acts in terms of reference and directions of the Board from time-to-time.

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The said Policy is annexed herewith as Annexure - II to this report.

(III) STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review, the committee was re-constituted on 29th August, 2022 by appointment of Mrs. Hetal Harshal Somani as a Chairperson of committee in place of Mr. Hetang Arunkumar Shah who resigned from his office of directorship and membership w.e.f. 29th August, 2022. Hence, presently, the Stakeholders Relationship Committee comprises of Mrs. Hetal Harshal Somani, as a Chairperson; Mr. Sukumar Reddy Garlapathi and Mr. Pratik Surendrakumar Shah as members of the Audit committee. Moreover, during the financial year 2022-2023, 04 (Four) meetings of Stakeholders Relationship Committee were held on 28th May, 2022; 29th August, 2022; 9th November, 2022; and 13th February, 2023. The below table highlights the composition and attendance of the members of the Committee. The requisite quorum was present at the Meeting.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Mr. Hetang Arunkumar Shah (Upto 29/08/2022)	Chairman	1
Mrs. Hetal Harshal Somani (w.e.f. 29/08/2022)	Chairman	3
Mr. Pratik Surendrakumar Shah	Member	4
Mr. Sukumar Reddy Garlapathi	Member	4

The Company Secretary has acted as the Secretary to the Committee.

The SRC Committee deals with stakeholder relations and redressal of investors complaints pertaining to share transfer, non-receipt of annual reports, dividend payments, issue of duplicate share certificate, transmission of shares and other miscellaneous complaints. In accordance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

Board has authorized the Companys Registrar and Transfer Agent (RTA) PURVA SHAREGISTRY (INDIA) PVT. LTD. to approve the share transfers / transmissions and to comply with other formalities in relation thereto in coordination with the Compliance Officer of the Company. All the investors complaints, which cannot be settled at the level RTA and the Compliance Officer, will be placed before the Committee for final settlement.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share Transfer Agent during the year 2022-23 are as under:

NATURE OF COMPLAINTS	OPENING AT THE BEGINNING OF YEAR	RECEIVED DURING THE YEAR	REDRESSED	PENDING AT THE END OF YEAR
Non-receipt of Share Certificate	Nil	Nil	--	Nil
Non-receipt of Dividend/ Interest/ Redemption Warrant	Nil	Nil	--	Nil
Non-receipt of Annual Report	Nil	Nil	--	Nil
Others	Nil	Nil	--	Nil
Total	Nil	Nil	--	Nil

21. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

22. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

• build an understanding of the Companys processes and

• fully equip Directors to perform their role on the Board effectively.

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.

23. DETAILS OF FRAUD REPORT BY AUDITOR:

As per the statutory auditors report, no frauds u/s 143 (12) were reported for F.Y. 2022-23.

24. AUDITORS

(I) STATUTORY AUDITORS:

M/s MAAK & Associates, Chartered Accountants, Ahmedabad (FRN: 135024W), were appointed as Statutory Auditors of the Company for a term of 05 (Five) years from the conclusion of the 10th Annual General Meeting held on 30th September, 2021 till the conclusion of the 15th Annual General Meeting.

Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS:

Pursuant to Provision of Section 138 of Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of Audit Committee has appointed M/s. Shah Sanghvi & Associates and Company, Chartered Accountants as an Internal Auditor of Company. The Internal Auditors submit their reports on quarterly basis to the Audit Committee.

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

(III) SECRETARIAL AUDITORS:

a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Mukesh Jiwnani, Practicing Company Secretary and Proprietor of M/s. Mukesh J. & Associates, to conduct Secretarial Audit of the company for the financial year ended on 31st March, 2023.

b) Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries in Form MR- 3 is annexed herewith as Annexure IV and forms an integral part of this Report.

Further, the below table provides a brief on clarification provided by the management in respect of observations made by secretarial auditor in the Secretarial Audit for the year ended 31st March, 2023:

Reference No.	Secretarial Auditors Observations	Companys Reply
2	As required under regulation 13 of SEBI (LODR), 2015, The Listed Entity is required to file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter, However the Company has not filed such statement for the quarter ended 30th September, 2022 within 21 days from the end of the quarter.	With reference to the remark of secretarial auditor, we herewith clarify that the said delay in filing was unintentional and further, filing of investor grievance in XBRL mode under Regulation 13 (3) of SEBI (LODR) Regulations, 2015 was a recent amendment made by the stock exchange (BSE Limited) and therefore; as soon as the company came to know about the said compliance; it had made the XBRL mode compliance.
		Further, the company has assured that no such instances of delayed compliance shall occur in future.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory & statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditors comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays 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.

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

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As the Company is not having net worth of Rupees Five Hundred Crores or more, or turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

27. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

During the year under review, the Company has made 100% acquisition in one of its group companies namely; Sumathi Corporate Services Private Limited and consequently the said company has become, the Wholly Owned Subsidiary of Caspian Corporate Services Limited.

Consequently, now the company is required to give disclosure in Form AOC-1 pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014. The same is annexed as Annexure V to the report.

28. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2-

Annexure VI.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement for the F.Y. 2022-23.

30. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

During the year under review, the following material changes and commitments have taken place affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The company has received approval from the stock exchange (BSE Limited) for re - classification of certain existing promoters to public category under Regulation 31A of the SEBI (LODR) Regulations, 2015; (Application dated: 26/02/2022). During the year under review; the company after having obtained shareholder approval vide approved by the shareholders vide an Extraordinary General Meeting dated 27th January, 2023 and on receipt of requisite approval from the stock exchange (BSE Limited) has made acquisition of 45,00,000 (Forty Five Lakh) equity shares of face value of Rs.10/- each representing 100% paid-up share capital ("Purchase Shares") of SUMATHI CORPORATE SERVICES PRIVATE LIMITED, an existing Group Company, for a total purchase consideration of Rs. 13,37,42,280/- (Rupees Thirteen Crore Thirty Seven Lakh Forty Two Thousand Two Hundred and Eighty Only) partly by way of swap of equity shares and partly by way of cash consideration on a preferential basis ("Preferential Issue").

Furthermore, pursuant to the above acquisition; now the company has a new wholly owned subsidiary company i.e. SUMATHI CORPORATE SERVICES PRIVATE LIMITED w.e.f. 16th March, 2023. Accordingly, as a result of such acquisition made in the last quarter of financial year 2022-23, the company has prepared this years financial statements on a consolidated basis and further, the company shall prepare its financial statement on consolidated basis only.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2023. We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

32. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

33. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

34. Details of Application made or proceeding pending under Insolvency And

Bankruptcy Code 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

35. Details of Difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions.

During the year under the review, there has been no one time settlement of loans taken from banks and financial institutions.

36. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

37. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

	For and on behalf of CASPIAN CORPORATE SERVICES LIMITED
	(Formerly known as Intellivate Capital Advisors Limited)
	SD/-	SD/-
	SUKUMAR REDDYGARLAPATHI	SAMPATH RAO NEMMANI
	MANAGING DIRECTOR	DIRECTOR
	DIN: 00966068	DIN: 07999868
Place: Telangana
Date: 30/08/2023