DIRECTORS' REPORT

DEAR MEMBERS,

Your Directors are pleased to present the 20thAnnual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31 rt March, 2015.

1. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR

During the previous year our Revenue has increased up to Rs, 1081.53. Profit before tax also increased up to Rs. 1269.18 for the financial year.

2. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the previous year the company has not made any changes in its nature of business.

3. DIVIDEND

The strength of the Company lies in identification, execution and successful implementation of business projects. To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates. •

The Board of Directors considers this to be in the strategic interest of the company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2014 -2015.

4. TRANSFER TO RESERVES

For the financial year ended 31st March, 2015, your Company proposes to transferno amount to General Resep/e.

5. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements which shall be laid before the ensuing 20TH Annual General Meeting of the Company along with the. Company's financial statement under-sub section (2) of Section 129 i.e. Standalone Financial Statement of the Company.

In accordance with the Companies Act, 2013 and the provisions of Accounting Standard ('AS') 21, the Consolidated financial statements of the Company form part of this Annual Report

6. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors wish to present the details of Business operations done during the year under review:

a. Profitability

During the year the Company has made profit of Rs. 284 Lacs as compared to previous year loss of Rs. 33 Lacs.

b. Future Prospects including constraints affecting due to Government policies

We expect the capital markets to turn favorable and based on the various factors like macro economy condition, the Company is hopeful of significantly improved financial performance in the coming year and hope to provide booming results.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.The detail information on the meetings of the Board are included in the report on Corporate Governance which forms part of the Annual Report.

8. LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements in note no. 13 & 14 which forms part of the Annual Report.

9- DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year following Directors appointed and resigned in the Company.

Appointments

Mr. Kanji B. Rita who was appointed as a Whole Time Director and Mrs. Shilpa V. Solanki who was appointed as an Independent Director by the Board of Directors on the recommendation of Nomination and Remuneration Committee on 12lh November 2014 and 23rd March 2015 respectively, holds the said office till the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013, from a member proposing her candidature for reappointment.

Re-appointments

As per the provisions of Section 152(6) the Companies Act, 2013 Mr. Kamlesh S. Limbachiya, Whole Time Director retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Resignations

During the Year None of The Directors have resigned from the Directorship of the Company. However, he term of appointment Mr. Nagji K. Rita got expired as on 31.03.2015 and he has been redesignated as Chairman & Director.

Appointment of the Key Managerial Personnel

During the period under review the Company has appointed the following personnel as Key Managerial Personnel of the Company:

10- BOARD EVALUATION

Pursuant to the provisions of the Act, and Clause 49 of the Listing Agreement, a separate exercise was carried out to evaluate the performance of individual Directors' including the Chairman of the Board who were evaluated on parameters such level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process

11. FAMILIARIZATION PROGRAMME

The Company have conducted various session during the financial year to familiarize Independent Directors with the Company, their roles, responsibilities in the Company, and the technology and the risk management system of the Company. Further, the Directors are encouraged to attend to the training programmes being organized by various regulators/bodies/ lnstitution on above matters.

12. DECLARATION OF INDEPENDENT DIRECTORS

The company has received necessary declaration from each Independent Director under section 1^9(7) of the Companies Act, 2013,that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

13. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The above composition of the Audit Committee consists of independent Directors viz., Deepak Vaishnav, Ajay Khera & Bharat P. Shah who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. The details of the Whistle Blower Policy is explained in tKeorporate Governance Report and is also displayed on the website of the Company.

14. LISTING OF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited. The Annual Listing Fee for the year 2015-16 has been duly paid to the stock exchange

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

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

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2015 and the date of the Director's report i.e. 13th August, 2015

17. DETAILSOF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Pursuant to section 2(85), we have following subsidiary companies:

1. Inventure Finance Private Limited

2. Inventure Merchant Banker Services Private Limited

3. Inventure Commodities Limited

4. Inventure Wealth Management Limited

5. Inventure Insurance Banking Services Private Limited

The report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed form AOC -1 is furnished in Annexure Aand is attached to this report.

18. PARTICULARS OF CONTRACT AND ARRANGEMENT UNDER SECTION 188

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company,

INVENTURE GROWTH & SECURITIES LIMITED

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors is available on the weblink <http://weblinkwww.inventuregrowth.com>

19. AUDITORS Statutory Auditors

The term of office of M/s PHD & Associates, Chartered Accountants having firm Registration N0.11236W as Statutory Auditors of the Company will expire with the conclusion of ensuing Annual General Meeting of the Company .The Board of directors of the company have, subject to the approval of members, decided to appoint Statutory Auditors M/s PHD & ASSOCIATES, Chartered Accountants, having firm registration No. 11236W pursuant to Section 139 of the Companies Act, 2013 .M/s PHD & ASSOCIATE Sare proposed to be appointed as Statutory Auditors for a period of Five years from the conclusion of Twentieth AGM till the conclusion of Twenty fifth AGM subject to ratification by members in every AGM.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company 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 B.

Internal Auditors

The Company continues to engage 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 an ongoing basis to improve effici ency in operations.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualifications, reservations or adverse remarks madetbRs. either by the Auditors in their respective reports for the Financial Year ended Sl^March^OlS.

However the Secretarial Audit Report for the financial year ended 31stMarch, 2015 has an observation regarding amount to be spent as required under Section 135(5) of the Act for CSR Activities and explanation regarding the same is given in the heading 'Corporate Social Responsibility'.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors state that

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. Appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March 2015 and of the profit and loss of the company for the year ended March 31, 2015.

c. Proper and, sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding 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. Proper internal financial controls were followed by the company and such internal financial controls are adequate and were operating effectively; , ,

f. Proper system are devised to endure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. EXTRACT OF ANNUAL RETURN: growth a. securities ltd. Pursuant to section 134(3){a) and Section 92(3) of Companies Act, 2013 read with relevant Rules framed there under, the extract of Annual Return as on 31st March, 2015 forms part of this Report as Annexure C.

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

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

Foreign Exchange Earning and Outgo

Your Company has no foreign exchange earnings and outgo.

24. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure Dand is attached to this report

25. VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the Vigil Mechanism. Details of the Vigil Mechanism policy aremade available on the Company's website www.inventuregrowth.com

26. COMMITTEES OF THE BOARD

There are currently five Committees of the Board, as indicated below:

(1) Audit Committee

(2) Nomination and Remuneration Committee

(3) Stakeholders Relationship Committee

(4) Risk Management Committee

(5) Corporate Social Responsibility Committee

Details of all the Committees, along with their charters, composition and meetings held during the year are provided in the report on Corporate Governance forms part of the Annual Report

27.RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigating steps. The committee will, on a quarterly basis, provide status updates to the Board of Directors of the company.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. A Risk Management Committee under the Chairmanship of Mr.Kamlesh S. Limbachiya,'-has also been constituted to oversee the risk management process in the Company

28. 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. Bharat P. Shah, Independent Director, The other members of the Committee are Mr. Nagji K. 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 www.inventuregrowthxomAnnual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in Annexure E and forms part of this report.

The Company is finding out suitable ways and means to undertake CSR activities. The Company could not undertake CSR activities before finalizing this report as the time was too short to identify suitable projects in line of the CSR policy and Company's philosophy regarding responsibility as Corporate citizen.

The Company confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, BD14 annexed herewith as AnnexureF.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 60 lac per annum or Rs. 5 lac per month during the year ended March 31, 2015.

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 2014-15. The details of the sameis provided .in the corporate governance Report forms part of the Annual Report.

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

The company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal complaints committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-15, no complaints were received by the Company related to sexual harassment.

31. DEPOSITS (UNDERCHAPTER V):

We had not accepted any deposit from public during the year under review.

32. SHARES

a BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review, c. SHARES WITH DIFFERENTIAL VOTING RIGHTS r .

The company has not issued equity shares with differential voting rights during the period under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review,

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. PREFERENTIAL ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

No Preferential Issue of warrants convertible into Equity Shares were issued during the year under review.

33. CORPORATE GOVERNANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement and certain disclosures as required under the Companies Act, 2013 including the Auditors' Certificate thereon,

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49(VIII)(D)(1) of the Listing Agreement is enclosed separately forms part of the Annual Report.

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

35. ACKNOWLEDGEMENTS

The Board appreciates and places on record the contribution made by the employees during the year under review and the support received from the parent company. The Board also places on record their appreciation of the support of all stakeholders particularly shareholders, customers, suppliers, medical fraternity and business partners.

For Inventure Growth & Securities Limited

Kanji B. Rita (Managing Director)

Kamlesh S Limbachiya  (Whole -Time Director)

Place; Mumbai

Date: 13.08.2015