INNOVENTIVE VENTURE LIMITED

Transcription

1 INNOVENTIVE VENTURE LIMITED [Erstwhile Platinum Ocean Energy Limited, Kayton Trade & Finance Limited] ANNUAL REPORT

2 INNOVENTIVE VENTURE LIMITED Board of Directors (As on ) Mr. Parag Mulye Mr. Pradeep Tupe Mr. Ramprasad Joshi Statutory Auditors R Kabra & Company Chartered Accountants 515, Tulsiani Chambers, Nariman Point, Mumbai Director Independent Director Independent Director Bankers Axis Bank Limited United Bank of India Registered Office R&TA Office No. 601 & 602, Karvy Computershare P. Ltd. Nucleus Mall, 1 Plot No , Vittal Rao Church Road, Camp, Nagar, Madhapur, Pune Hyderabad investor.grievance@innoventure.in Contents Notice of 27 th Annual General Meeting Directors Report Corporate Governance Report Management Discussion & Analysis Standalone Financials Auditors Report Balance Sheet Statement of Profit & Loss Account Cash Flow Statement Notes to Accounts Consolidated Financials Auditors Report Balance Sheet Statement of Profit & Loss Account Cash Flow Statement Notes to Accounts Proxy & Attendance Slip

3 NOTICE NOTICE is hereby given that the 27 th Annual General Meeting of Innoventive Venture Limited will be held on Thursday the 27 th Day of September, 2012 at a.m. at the registered office of the Company at Office No. 601 & 602, Nucleus Mall, 1 Church Road, Camp, Pune , Maharashtra, India to transact the following business: ORDINARY BUSINESS: 1. Adoption of Accounts To receive, consider and adopt the Audited Balance Sheet as at, and the Profit and Loss Account for the Financial Year ended 31 st March 2012 together with the Directors report and Auditors report thereon. 2. Reappointment of Mr. Pradeep Tupe To appoint a Director in place of Mr. Pradeep Tupe who retires by rotation and being eligible offers himself for re-appointment as a Director of the Company. 3. Appointment of Auditor To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and to authorize the Board / Audit Committee to fix their remuneration. SPECIAL BUSINESS: 4. Appointment of Mr. Parag Mulye as a Whole time Director, liable to retire by rotation To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution; RESOLVED THAT Mr. Parag Mulye who was appointed as an additional director by the Board of Directors of the Company ( the Board ), pursuant to Section 260 of the Companies Act, 1956 and who holds office up to the date of this Annual General Meeting and eligible for appointment to the office of Director, be and is hereby appointed as a Whole time Director of the Company liable to retire by rotation with immediate effect on such terms and conditions as may be mutually agreed by and between Mr. Parag Mulye & the Board. RESOLVED FURTHER THAT in accordance with the provisions of Sections 198, 269 and 309 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof, approval of the Company be and is hereby accorded to the appointment of Mr. Parag Mulye as a Whole time Director of the Company, for a period of 5 (five) years with immediate effect on the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Meeting, with liberty to the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions of appointment and / or remuneration, subject to the same not exceeding the limits specified under Schedule XIII to the Companies Act, 1956 or any statutory modification(s) or re-enactment thereof. RESOLVED FURTHER THAT notwithstanding anything stated above, wherein any financial year closing on or after 31 st March, 2012, the Company incurs a loss or its profits are inadequate, the Company shall pay Mr. Parag Mulye, the remuneration by way of salary, bonus and other allowances not exceeding the limits as specified under Para 2 of Section II, Part II of Schedule XIII of the Companies Act, 1956 (including any statutory modification(s) or enactment(s) thereof, for the time being in force), or such other limits as may be prescribed by the Government from time to time as minimum remuneration.

4 RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution." By Order of the Board of Directors For Innoventive Venture Limited Sd/- Director Place: Pune Date: 30 th August, 2012 NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL ONLY INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY. 2. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME APPOINTED FOR THE MEETING. 3. Pursuant to Section 173 of the Companies Act, 1956, an Explanatory Statement in respect of the business mentioned under Item No. 4 above, is annexed. 4. The Register of Members and Share Transfer Register will remain closed from 24 th September, 2012 to 27 th September, 2012 (both days inclusive) 5. Shareholders seeking any information with regard to accounts are requested to write to the Company at least 10 days before the meeting so that the information is made available by the management at the day of the meeting. 6. Investor Grievance Redressal: The Company has designated an exclusive ID viz. investor.relation@innoventure.in for the investor to register their complaints or go give any suggestion/feedback, if any. 7. The annual accounts of the subsidiary companies are available for inspection at the Registered Office of the Company and of the subsidiaries concerned and copies will be made available to Shareholders of Innoventive Venture Limited and its subsidiary companies upon request. 8. Pursuant to the requirements of the Listing Agreement of Stock Exchanges on Corporate Governance, the information about the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the Annexure to the Notice. 9. Corporate members intending to send their Authorised Representative(s) to attend the meeting are requested to send a certified copy of the Board Resolution / Power of Attorney authorizing their representatives to attend and vote on their behalf at the meeting. 10. Members are requested to bring their attendance slip and copy of the annual report at the meeting. 11. Innoventive Venture Limited is concerned about the environment and utilizes natural resources in a suitable way. The Ministry of Corporate Affairs (MCA), Government of India, has by its Circular Nos. 17/ 2011 and 18/ 2011, dated 21 st April, 2011 and 29 th April, 2011 respectively, permitted the Companies to send the official documents to their shareholders electronically as part of its green initiative in the Corporate Governance.

5 We request you to update your address with your depository Participant to ensure that the annual report and other documents reach you on preferred account By Order of the Board of Directors For Innoventive Venture Limited Sd/- Director Place: Pune Date: 30 th August, 2012

6 EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item No. 4 Mr. Parag Mulye was co-opted as an Additional Director of the Company with effect from 14 th February, 2012 pursuant to Section 260 of the Companies Act, Mr. Parag Mulye holds office of Director up to the date of Annual General Meeting. The Company has received a notice in writing from a member along with a deposit of Rs. 500/- proposing the candidature of Mr. Parag Mulye for the office of Director under the provisions of Section 257 of the Companies Act, Moreover, the Board recommends appointment of Mr. Parag Mulye as a Whole time Director of the Company with effect from forthcoming Annual General Meeting keeping in view the need of the Company. The appointment shall be for the period of 5 years with effect from 27 th September, 2012 which will expire on 26 th September, The terms of appointment of Mr. Parag Mulye as stated in this notice shall be treated as abstract under Section 302 of the Companies Act, Broad particulars of the terms of appointment of Mr. Parag Mulye are as under: (a) Salary The Basic Salary is NIL. (b) Perquisites and allowances: Medical Benefits, Leave Travel Concession, Club fees, other perquisites and amenities shall be provided as may be decided by the Board of Directors, from time to time. Note: The Board may alter the remuneration and perquisites subject to applicable provisions of the Companies Act, None of the Director other than Mr. Parag Mulye is interested or concerned in the resolution. The Board of Directors accordingly recommends the resolution as set out in Item no. 4 of the Notice for approval of Members. By Order of the Board of Directors For Innoventive Industries Ltd Sd/- Director Place: Pune Date: 30 th August, 2012

7 ANNEXURE PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGE, INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW: I. PARAG MULYE Mr. Parag Mulye is a Mechanical Engineer and has over 18 years of experience in the diverse sectors of industry and business. He is a co-promoter of Innoventive Industries Limited (IIL) after it was taken over by the current management in the year He has developed businesses right from its inception to implementation that includes, Engineering, Food, Agriculture Industry etc. He has been working in international business for past 5 years and has elevated IIL Groups exports from zero to millions in 3 years. He played a key role in the first overseas acquisition for IIL and is currently working as the International Business Advisor. He has hands-on experience in dealing with various international companies and trade, legal as well as government agencies. He is well aware of foreign policies, relevant stories and political developments in the news that may affect foreign businesses. He has developed a strong international network of associates that can provide accurate information on the business climate and markets in various countries. Public Companies (other than Innoventive Venture Limited) in which Mr. Parag Mulye holds directorship and committee memberships Directorships Arihant Auto Components P. Ltd. (subsidiary of a public company) Chairman of Board Committees NIL Member of Board Committees NIL Mr. Parag Mulye holds 566,435 equity shares of the Company. He is not related to any other Director on the Board of the Company as per Section 6 of the Companies Act, No other Director other than Mr. Parag Mulye is concerned or interested in the above item.

8 II. PRADEEP TUPE Mr. Pradeep Tupe, is an Independent Director of Innoventive Venture Limited. He holds a Diploma in Business Management. He has also passed AMIE (Section A& B) Examination and also a Diploma in Mechanical Engineering. He has worked with reputed companies such as KSB Pumps Ltd., Kirloskar Brothers Ltd., Rathi Industrial Equipment Co Ltd., Gujarat Steel Tubes Ltd. and Atlas Steel Tube Industries in the Marketing/Sales division in different capacities. He was the Chairman of Institution of Engineers (India) Maharashtra State Centre, covering Maharashtra and Goa. He served as the Vice President of Laghu Udyog Bharati, an all India organization for small scale industries. At present, he is the Co-ordinator at MIT Group of Institutions and Hon Secretary at All India Management Association. He is a Director of Charter Member of Rotary Club, Pune University and Chairman of Environmental Awareness of Rotary District He is also a Certified Lead Assessor for QMS (ISO 9001:2008). He is also an Independent Director of Innoventive Industries Limited. Public Companies (other than Innoventive Venture Limited) in which Mr. Pradeep Tupe holds directorship and committee memberships Directorships Chairman of Board Committees Member of Board Committees Innoventive Industries Limited Innoventive Industries Limited Shareholders / Investors Grievance, Share Allotment and Share Transfer Committee Innoventive Industries Limited Audit Committee Mr. Pradeep Tupe holds NIL equity shares of the Company.

9 DIRECTORS REPORT To, The Members of, Innoventive Venture Limited, Pune The Directors hereby present the report on business and operations of the Company for the year ended 31 st March, FINANCIAL RESULTS (Rs. in Lacs except per share data) Particulars Turnover / Income Other Income Total Expenditures (Including extra-ordinary item) Interest and Finance Cost 0 0 Depreciation 0 0 Profit Before Tax (4.48) (53.32) Provision for Tax 0 0 Profit After Tax (4.48) (53.32) Balance Brought forward from last year (398.18) (344.86) Balance Carried over to Balance sheet (402.66) (398.18) EPS (Face value - Rs. 10/- per equity share) N. A. N. A. Note: Figures in bracket indicate negative figures. SUBSIDIARIES The Company has following three subsidiaries within the meaning of Section 4(1)(b)(ii) of the Companies Act, Aim Filtertech Private Limited (51% holding) Membrane Filters (India) Private Limited (51% holding) Opal Luxury Time Products Private Limited (51% holding). Financial Statements of the Subsidiary Companies The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement of attaching annual reports of subsidiary companies subject to certain conditions being fulfilled by the Company. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information at any time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any member at its registered office and those of the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition, from any shareholder. CHANGE IN THE PROMOTERS AND MANAGEMENT OF THE COMPANY Present promoters acquired the Company in the second half of financial year after complying applicable provision of SEBI Takeover Code under the leadership of Mr. Chandu Chavan. The Company carried out following activities during the period under review: - Altered / changed its Main Object clause of the Memorandum of Association;

10 - Name of the Company changed from Platinum Ocean Energy Limited to Innoventive Venture Limited (IVL); - The registered office of the Company changed from 153, Maker Chambers III, Nariman Point, Mumbai to Office No. 601 & 602, Nucleus Mall, 1 Church Road, Camp, Pune The current main object clause of the Company reflects its business operations as an investment company mainly dealing in equity shares and equity-related securities. As per regulatory framework for Core Investment Companies (CIC) where not less than 90% of their assets are in the form of investment in shares for the purpose of holding stake in the company is considered to be an CIC. The company though classifies as a CIC but is exempted from the registration as per following guidelines / notifications since the asset size is less than Rs. 100 Crores: DNBS (PD) CC.No. 206 / / dated January 5, 2011 Notification No. DNBS. (PD) 219/CGM(US)-2011 dated January 5, 2011 Notification No. DNBS.(PD) 220/CGM(US)-2011 dated January 5, 2011 Notification No. DNBS.(PD) 221/CGM(US)-2011 dated January 5, 2011 Current Promoter & Promoter Group of IVL comprises of following members: Mr. Chandu Chavan Mr. Ravindra Katre Mr. Sanjay Waghulade Mr. Sanjay Bhade Mr. Parag Mulye Mr. Shivaji Katke DIVIDEND The Directors of the Company do not recommend any dividend for the financial year ended 31 st March, PARTICULARS OF EMPLOYEES There are no employees receiving remuneration in excess of limits prescribed as per the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, DEPOSITS The Company has not accepted any fixed deposits within the meaning of Section 58A of the Companies Act, 1956 during the year under review. DIRECTORS During the financial year under report Mr. Anand Prakash Agrawal and Mr. Vaibhav Maloo, the Directors of the Company ceased to be Directors of the Company. The Board places on record its appreciation for the assistance and guidance provided by both the Directors during their tenure as Directors. Further, the Board of Directors appointed Mr. Parag Mulye as an Additional Director during the year. The Board seeks confirmation pursuant to Section 260 of the Companies Act, 1956 from Members for reappointment of Mr. Parag Mulye as Director of the Company at the ensuing Annual General Meeting. Additionally, the Board also seeks approval of members for appointment of Mr. Parag Mulye as a Whole Time Director of the Company.

11 In accordance with the provisions of Section 256 of the Companies Act, 1956 Mr. Pradeep Tupe retires by rotation in the forthcoming Annual General Meeting (AGM) and being eligible offers himself for the reappointment. The Board seeks approval of the shareholders for reappointment of Mr. Pradeep Tupe at the ensuing AGM. Pursuant to the requirement of the Listing Agreement of Stock Exchanges on Corporate Governance, the information about the Directors proposed to be appointed / re-appointed at the Annual General Meeting is given in the annexure to the Notice calling 27 th Annual General Meeting. NOTE ON CORPORATE GOVERNANCE Your Company is committed to implement sound corporate governance practices. A separate section on Corporate Governance is included in this Annual Report. AUDITORS M/s. R. Kabra & Co, Chartered Accountants retire at the ensuing Annual General Meeting. The Company has received a Certificate under section 224(1B) of the Companies Act, 1956 from M/s. R. Kabra & Co, Chartered Accountants mentioning therein that their appointment if made, will be within the prescribed limits as per section 224(1B) of the Companies Act, The auditors have also informed that they had subjected themselves to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI. The Board of Directors recommends their appointment. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE As the Company s operations do not involve any manufacturing or processing activities, the particulars as per Companies (Disclosures of particulars in the Report of the Board of Directors) Rules, 1998 regarding conservation of energy and technology absorption, are not applicable. The foreign exchange earnings and outgo during the year is NIL. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement under the section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: 1. that in the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review; 3. 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. that the Directors have prepared the accounts for the financial year ended on 31st March, 2012 on a `Going Concern basis.

12 CAUTIONARY STATEMENT The information and opinion expressed in the Report may contain certain forward-looking statements, which the management believes are true to the best of its knowledge at the time of its preparation. Actual results may differ materially from those either expressed or implied in the Report. Important factors that could make a difference to the Company s operations include, among others, economic condition in the domestic and the overseas market in which the Company operates, changes in the government regulations, tax laws and other statue and incidental factors ACKNOWLEDGEMENT The Board is thankful to the shareholders, bankers, Government Authorities etc. for their continued support and sincere co operation received during the year and look forward to their continued support. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Place: Pune PARAG MULYE PRADEEP TUPE Date: 30 th August, 2012 DIRECTOR DIRECTOR

13 ANNEXURE TO THE DIRECTOR'S REPORT Statement pursuant to Section 212 of the Companies Act, 1956 Relating to Subsidiary Company Sr. No. Particulars Aim Filtertech Private Limited Membrane Filters (India) Private Limited (Amount in Rs. Lacs) Opal Luxury Time Products Private Limited 1 Capital Reserve & Surplus , Total Assets 2, , , Total Liabilities 2, , , Investments Total Sales (Net) Profit Before Tax Provision for Tax Profit After Tax Proposed Dividend For Innoventive Venture Limited Date: August 30, 2012 Parag Mulye Pradeep Tupe Place: Pune Director Director

14 INNOVENTIVE VENTURE LIMITED (ERSTWHILE PLATINUM OCEAN ENERGY LIMITED, KAYTON TRADE & FINANCE LIMITED) CIN: L67190PN1985PLC Authorized Capital: Rs. 250,000,000/- (2,46,00,000 Equity shares of Rs.10/- each & 4,00,000 Preference Shares of Rs. 10/- each) Paid Up Capital: Rs. 151,550,360/- (15,155,036 Equity shares of Rs.10/- each) Period: F.Y

15 To, The Members, Innoventive Venture Limited, Office No. 601 & 602, Nucleus Mall, 1, Church Road, Camp, Pune Secretarial Compliance Certificate (Section 383-A of the Companies Act, 1956) [Companies (Compliance Certificate) Rules, 2001] [Period: ] I have examined the registers, records, books and papers of Innoventive Venture Limited, as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31 st March, In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure `A to this certificate, as per the provisions and the rules made there under and all entries therein have been recorded. 2. The Company has filed the forms and returns as stated in Annexure `B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities as per the provisions of the Act and the rules made there under. 3. The Company, being a public limited company, comment is not required. 4. The Board of Directors duly met 6 (Six) times respectively on , , , , and in respect of which meetings, proceedings were properly recorded and signed. The Company has not passed any circular resolution during the year under report. 5. The Company closed its Register of Members and Share transfer Books from 25 th August, 2011 to 27 th August, 2011 (both days inclusive) for the purpose of Annual General Meeting of the Company and necessary compliance of section 154 of the Act has been made. 6. The Annual General Meeting for the financial year ended on 31 st March, 2011 was held on 29 th August, 2011 after giving notice to the members of the Company and other concerned and the resolutions passed thereat were recorded in the Minutes Book maintained for the purpose. 7. No Extra Ordinary General meeting was held during the financial year under review. 8. The Company has not advanced any loans to its Directors or persons or firms or companies referred to under Section 295 of the Act. 9. The Company has not contravened the provisions of Section 297 of the Act in respect of contracts specified in that Section.

16 10. The Company has made necessary entries, required to be made, in the register maintain under Section 301 of the Companies Act, As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, members or Central Government. 12. The Company has not issued any duplicate Share Certificates during the financial year under review. 13. The Company : i. has delivered all the certificates on allotment of securities and on lodgment thereof for transfer / transmission or any other purpose in accordance with the provisions of the Act. ii. was not required to deposit any amount in a separate Bank Account as no dividend was declared during the financial year. iii. was not required to post warrants to any member of the Company as no dividend was declared during the financial year. iv. does not have any amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and which is required to be transferred to Investor Education and Protection Fund Account. v. has duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and the appointments of directors, additional directors and directors to fill casual vacancy have been made as per the provisions of the Act. The Company has not made appointment of any alternate director during the financial year under review. 15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager during the financial year under review. 16. The Company has not appointed any sole selling agents during the financial year under review. 17. The Company has obtained all the necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such authorities as prescribed under the various provisions of the Act as detailed below: (i) (ii) Shifting of Registered office of the Company from Mumbai to Pune from the jurisdiction of Registrar of Companies, Mumbai to Registrar of Companies, Pune within the State of Maharashtra; Alteration in the Object clause of the Memorandum of Association of the Company; (iii) Change in the Name of the Company. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

17 19. The Company has issued 14,420,036 equity shares during the financial year under review and complied with the provisions of the Act. 20. The Company has not bought back any shares during the financial year under review. 21. The Company has redeemed 313,500 Redeemable Preference Shares during the financial year under review after complying with the provisions of the Act. 22. There were no transactions necessitating the company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/ accepted any deposits including any unsecured loan falling within the purview of section 58A during the financial year under review. 24. The amount borrowed by the Company from Directors, members, public, financial institution, banks, and others during the financial year ended 31 st March, 2012 is within the borrowing limits of the Company. However the Company was not required to obtain the approvals from its members in the general meeting pursuant to Section 293(1)(d) of the Act. 25. The Company has made investment in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company s registered office from one State to another during the financial year under review. 27. The Company has altered the provisions of the Memorandum with respect to the objects of the Company during the financial year under review and complied with the provisions of the Act. 28. The Company has altered the provisions of the Memorandum with respect to name of the Company during the financial year under review and complied with the provisions of the Act. 29. The Company has not altered the provisions of the Memorandum with respect share capital of the company during the financial year under review. 30. The Company has altered its Articles of Association after obtaining approval of members by means of postal ballot during the financial year under review and the amendments to the Articles of Association have been duly registered with Registrar of Companies. 31. There was no prosecution initiated against or material show-cause notice(s) received by the Company and no material fines and penalties or any other punishment was imposed on the Company during the financial year under review, for the offences under the Act. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The provisions of Section 418 of the Act relating to deposit of both employee s and employer s contribution to Provident Fund with prescribed authorities are not applicable to the Company.

18 For Ritesh R. Mahajan Company Secretaries Ritesh R. Mahajan Proprietor Membership No: 6318 C P No: 6901 Date: 30 th August, 2012 Place: Pune

19 Annexure A Registers as maintained by the Company: 1. Register of Application and Allotment. 2. Register of Members u/s Register of Directors u/s Register of Directors Shareholdings u/s Minutes Book of Board & Committee Meetings u/s Minutes Book of General Meeting s u/s Register of Share Transfers. 8. Register of Contracts, Companies and firms in which the Directors are interested u/s Register of Charges u/s Books of Accounts. 11. Register of Investment u/s 372A

20 Annexure- B Forms and Returns as filed by the Company with Registrar of Companies during the financial year ended 31 st March 2012 is as below: Sr. No. Form No./ Return Filed under Section 1. Form 1A 20 & Form (A) 3. Form Form Form 1B 21 & Form 2 75(1) 7. Form 3 75(2) 8. Form 20B 159 Purpose of filing Application for availability / change of name Submission of documents with the Registrar Registration of Special resolution passed by the Members of the Company Registration of Special resolution passed by the Members of the Company Application for approval of the Central Government for change of name Return of Allotment For filing Particulars of contract relating to shares allotted as fully paidup otherwise than in cash For filing of Annual Return for FY Date of filling Whether filled within prescribed time Yes/ No 26/08/2011 NA NA 30/08/2011 Yes No 17/09/2011 Yes No 22/09/2011 Yes No 27/09/ /11/2011 Yes No 05/11/2011 Yes No 05/11/2011 Yes No 9. Form 17A Application for 08/11/2011 Yes No If delay in filing whether requisite additional fees paid Yes/ No

21 1AD 10. Form Form 23AC & 23 ACA XBRL Form Form 21 17A 14. Form (2) & 264(2) For Ritesh R. Mahajan Company Secretaries confirmation by RD for change of Registered Office Notice of redemption of Preference shares under section 80 of the Act For filing Balance Sheet and Profit & loss account and other documents with the Registrar for FY Notice of change in the situation of registered office. For filing certified copy of the Confirmation by the Regional Directors for change of registered office within the same state. Particulars of appointment of directors and changes among them 26/12/2011 Yes No 28/12/2012 Yes No 11/02/2012 Yes No 10/02/2012 Yes No 27/02/2012 Yes No Ritesh R. Mahajan Proprietor Membership No: 6318 Date: 30 th August, 2012 C P No: 6901 Place: Pune

22 REPORT ON CORPORATE GOVERNANCE 1. PHILOSOPHY ON CODE OF GOVERNANCE Innoventive Venture Limited believes in the concept of good Corporate Governance involving integrity, transparency and accountability. Further, the Company is committed to implement sound corporate governance practices to ensure transparency in its operations and maximize stakeholders value. It is the endeavor of the Company to continue its focus, energy and resources in creating, nurturing and safeguarding of shareholders wealth, along with ensuring protection of the interests of all its stakeholders. The Company has adopted the requirements of Corporate Governance under Clause 49 of the Listing Agreement entered into with Bombay Stock Exchange, the disclosure requirements of which are given in this report of Corporate Governance. 2. THE BOARD OF DIRECTORS Your Company has competent individuals comprising the Board of Directors (Board) of the Company. The Board along with its Committees provides guidance to the Company's management and directs and monitors the performance of the Company. The Board comprises of three Directors consisting of one Executive Director (who is a Co-promoter of the Company) and two Independent Directors. None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees (as specified in Clause 49 of the Listing Agreement) across all the companies in which they are Directors. None of the Directors of the Company are related to each other. During the financial year ended 31 st March, 2012, 6 (Six) Board meetings were held. The maximum interval between any two meetings was well within the maximum allowed gap of four months. The names and categories of the Directors on the Board, their attendance at Board meetings held during the Financial Year and at the last Annual General Meeting (AGM), as also the number of Directorships and Committee positions held by them in public limited companies as on 31 st March, 2012 are as follows: Name of the Director Category No. of Board Meetings attended in the year Attend ance at the last AGM Directorships in Public Companies including our Company* Committee positions in Public Companies including our Company Chairman Member No. of equity shares held Mr. Parag Mulye# Director 2 No 1 Nil Mr. Ramprasad Joshi Mr. Pradeep Tupe Independent Director Independent Director 6 Yes Nil 6 Yes Nil *It does not include: (a) Private Company (b) Private Company which is a subsidiary of a Public Company (c) Company formed or incorporated under section 25 of the Companies Act, 1956 and (d) Body Corporate / Company / Entity incorporated / established outside India. # Appointed as Additional Director under Section 260 of the Companies Act, 1956 w.e.f

23 Compensation: The Company has not paid any remuneration / compensation to the Directors during financial year Code of Conduct: The company has adopted the Code of Conduct for the Board and members of senior management personnel of the Company. It is in compliance with Clause 49 of the Listing Agreement. The Code covers the Board of Directors and all the senior management personnel one level below the Board. A copy of the Code has been put up on the Company s website 3. THE COMMITTEES OF THE BOARD The Board has constituted following Committees with specific terms of review to ensure expedient resolution of diverse matters. Currently, the Board has following committees: a. Audit Committee b. Shareholders / Investors Grievance Committee A. Audit Committee The terms of reference of the Audit Committee include ensuring compliance with statutory and regulatory provisions, discussions on quarterly, half yearly and annual financial results, interaction with statutory auditors, recommendation for re-appointment of auditors, internal audit, etc. The audit committee currently comprises of two Independent Directors and one Executive Director and is chaired by Mr. Pradeep Tupe, Independent Director. There were 4 (four) meetings of the Committee held during the year. The details of the composition of the committee are set out in the following table: Name of the Director Designation in the Committee Nature of Directorship in the Company Mr. Pradeep Tupe Chairman Independent Director Mr. Ramprasad Joshi Member Independent Director Mr. Parag Mulye Member Additional Director B. Shareholders / Investors Grievance Committee The functions and powers of the Committee include looking into the redressal of shareholders' and investors' complaints like transfer of shares, non-receipt of balance sheet, issue of duplicate / split / consolidated share certificates, etc. to ensure proper and timely attendance and redressal of investor queries and grievances. The Share Transfer & Shareholders / Investors Grievance Committee is chaired by Mr. Ramprasad Joshi. The Committee currently comprises three Directors including two Independent Directors. There were 2 meetings of the Committee held during the year. The details of the composition of the Committee and designation of the members are set out in the following table: Name of the Director Designation in the Committee Nature of Directorship in the Company Mr. Ramprasad Joshi Chairman Independent Director Mr. Pradeep Tupe Member Independent Director Mr. Parag Mulye Member Additional Director During the Financial Year there were no complaint(s) received from the Shareholders.

24 4. GENERAL BODY MEETINGS A) Location and time, where last three Annual General Meetings (AGMs) were held: Financial Year Details of Location , Maker Chambers III, Nariman Point, Mumbai , Maker Chambers III, Nariman Point, Mumbai , Maker Chambers III, Nariman Point, Mumbai Date of Meeting Time of Meeting 29/08/ A.M. 30/09/ A.M. 30/09/ A.M. B) At the AGM held on 29 th August, 2011 one Special Resolution was passed to issue shares on preferential basis. Further, the Company has not passed any special resolution in its Annual General Meeting held on 30/09/2010 and 30/09/2009. C) There was one Postal Ballot conducted by the Company during the year. Following are the details of postal ballot. (i) Company has passed following Special Resolutions through Postal Ballot. Shifting of registered office of the Company from 153, Maker Chambers III, Nariman Point, Mumbai to Office No. 601 & 602, Nucleus Mall, 1 Church Road, Camp, Pune Alteration in the main object clause of the Memorandum of Association of the Company. Change of name of the Company from Platinum Ocean Energy Limited to Innoventive Venture Limited. Inter -Corporate Investment under Section 372A of the companies Act, 1956 and other applicable provision of the Act. Details of Voting by Postal Ballot The result of Postal Ballot for the special resolution of shifting of registered office of the Company is as below: Particulars No. of Postal Ballot Forms No. of Equity Shares Percentage a) Total Postal Ballot Forms received b) Less: invalid Postal Ballot Forms (as per register) c) Net valid Postal Ballot Forms (as per register) NIL NIL d) Postal Ballot Forms with assent for resolution e) Postal Ballot Forms with dissent for resolution NIL NIL NIL

25 The result of Postal Ballot for the special resolution of Alteration in the object clause of the Memorandum of Association of the Company is as below: Particulars No. of Postal Ballot Forms No. of Equity Shares Percentage a) Total Postal Ballot Forms received b) Less: invalid Postal Ballot Forms (as per register) c) Net valid Postal Ballot Forms (as per register) NIL NIL d) Postal Ballot Forms with assent for resolution e) Postal Ballot forms with dissent for resolution NIL NIL NIL The Result of Postal Ballot for the special resolution of Change in name of the Company is as below: Particulars No. of Postal Ballot Forms No. of Equity Shares Percentage a) Total Postal Ballot forms Received b) Less: invalid Postal Ballot forms (as per register) c) Net valid Postal Ballot forms (as per register) d) Postal Ballot forms with assent for resolution e) Postal Ballot forms with dissent for resolution NIL NIL NIL NIL NIL The result of Postal Ballot for the special resolution of Inter Corporate Investment is as below: Particulars No. of Postal Ballot Forms No. of Equity Shares Percentage a) Total Postal Ballot forms Received b) Less: invalid Postal Ballot forms (as per register) c) Net valid Postal Ballot forms (as per register) d) Postal Ballot forms with assent for resolution NIL NIL

26 e) Postal Ballot forms with dissent for resolution NIL NIL NIL (ii) Person conducted the Postal Ballot process Mr. Rameshchandra Mishra, Company Secretary was appointed as Scrutinizer to conduct the Postal Ballot process (iii) Proceedings of Postal Ballot The Postal Ballot Notice issued pursuant to Section 192A of the Companies Act, 1956, for passing the special Resolution by postal ballot, was dispatched to the members of the Company on 10 th August, The Board of Directors at its meeting held on 05 th August, 2011 has appointed Mr. Rameshchandra Mishra, Company Secretary, as Scrutinizer to receive and scrutinize the completed ballot forms received from the Members and for conducting the Postal Ballot process in a fair and transparent manner. The Postal Ballot Forms along with postage prepaid business reply envelops were dispatched to its members whose name(s) appeared in the Register of Members as on 05 th August, Particulars of all the Postal Ballot Forms received by the Scrutinizer from the members were entered in a register separately maintained for this purpose. The Postal Ballot forms were kept in Scrutinizer s safe custody in a sealed and tamper proof ballot boxes before commencing the scrutiny of such Postal Ballot Forms. The Postal Ballot boxes were opened on 12 th September, 2011 in the presence of Scrutinizer and shareholding was matched / confirmed with the Register of Members. All Postal Ballot Forms received up to close of working hours on 10 th September, 2011, the last date and time fixed by the Company for receipt of the forms, were considered for the purpose of scrutiny by the Scrutinizer. No envelop pertaining to Postal Ballot Forms returned undelivered. The Scrutinizer did not find any defaced or mutilated ballot papers. Thereafter, Scrutinizer submitted report showing results of Postal Ballot. The result of the Postal Ballot is as mentioned above. 5. DISCLOSURES i. There are no materially significant related party transactions which have potential conflict with the interest of the Company at large. ii. iii. iv. As per our knowledge, no penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities, on any matter related to capital markets. The Company has not adopted any Whistle Blower Policy. Clause 49 of the Listing Agreement mandates the company to obtain a certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in the Clause. We have obtained a certificate to this effect and the same is included in this Annual Report. Further, the Company has not complied with non-mandatory requirements as prescribed in Annexure 1D to Clause 49. v. The Executive Director of the Company have certified to the Board, the specified matters, as required under Clause 49 V of the Listing Agreement. 6. MEANS OF COMMUNICATION The Company ensures that all information regarding the Company s position be accessible to the stakeholders to enable them to accurately assess its future potential through various means. The quarterly and annual results are forwarded to Bombay Stock Exchange on regular basis. Further, the results are generally published

27 in Financial Express, Loksatta, etc. Moreover, the Company s website serves as a key awareness facility for all its stakeholders, allowing them to access information at their convenience. The website displays information such as Profile of the Company, its subsidiaries, shareholding pattern, etc. 7. GENERAL SHAREHOLDER INFORMATION A. Annual General Meeting: Date Time Venue 27 th September, a.m. Office No. 601 & 602, Nucleus Mall, 1 Church Road, Camp, Pune B. Financial Year: 1 st April, 2011 to 31 st March, 2012 C. Date of Book Closure: (Pursuant to Clause 16 of the Listing Agreement) 24 th September, 2012 to 27 th September, 2012 (both days inclusive) D. Listing on Stock Exchanges: The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE). The Stock Code of the script is Further, the shares of the Company are admitted for trading under both the Depository Systems in India NSDL (National Securities Depository Limited) and CDSL (Central Depository Services (India) Limited). The ISIN of the Company is INE322N The Shares are not frequently traded on the BSE. As such, stock market data is not available. Further, as on 31 st March, 2012, all the shares were in physical mode. E. Shareholding Pattern: Shareholding Pattern of the Company as on 31 st March, 2012 is as mentioned below: Sr. No. Category of Shareholders No. of Shares Held Percentage of total Shareholding 1. Promoter & Promoter Group Resident Individuals including HUF Bodies Corporate Total F. Investor Correspondence In order to facilitate quick and timely redressal of the grievances / queries, the Investors and Shareholders may contact at the below mentioned address for any assistance. Further, complaints or queries relating to the shares can be forwarded to the Company s investors relations IDs as detailed below: 1. innoventive.venture@gmail.com 2. investor.relation@innoventure.in or can be forwarded to the registered office of the Company or to the Registrar and Transfer Agents of our Company at M/s Karvy Computershare Private Limited as detailed below:

28 Innoventive Venture Limited Office No. 601 & 602, Nucleus Mall, 1 Church Road, Camp, Pune Tel No Fax No investor.relation@innoventure.in Registrar & Share Transfer Agent Karvy Computershare Private Limited 17-24, Vittal Rao Nagar, Madhapur, Hyderabad Andhra Pradesh, India. Tel No Fax No

29 To The Members of Innoventive Venture Limited We have examined the compliance of conditions of Corporate Governance by Innoventive Venture Limited for the year ended 31 st March, 2012 as stipulated in Clause 49 of Listing Agreement of the said Company with Stock Exchanges in India. The compliance of conditions of Corporate Governance is the responsibility of management. Our examination was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither audit nor an expression of opinion on the financial statement of the company. In our opinion and to the best of our information and according to the explanations given to us, we certify that, the Company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement. We further state that, such compliances is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Ritesh R. Mahajan Company Secretaries Ritesh R. Mahajan Proprietor Membership No: 6318 C P No: 6901 Place: Pune Date: Declaration under Clause 49 I (D) (ii) by the Director of affirmation by the Board of Directors and Senior Management of Compliance with the Code of Conduct To, The members, I, Parag M. Mulye, Director of the Company, do hereby declare that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Board of Directors and Senior Management of Innoventive Venture Limited for the year Sd/- Parag M. Mulye Director

30 MANAGEMENT DISCUSSION AND ANALYSIS STRUCTURE OF THE COMPANY AND THE BUSINESS Innoventive Venture Limited (IVL) is a Core Investment Company holding more than 90% of its assets in investments in shares of Group Companies. IVL has fresh new approach to both traditional and emerging markets. The Company has created a diversified investment portfolio which presents the optimal balance between the return on investment and future growth. RISKS AND CONCERNS IVL's income will mainly come from the dividends that may be receivable on investments held by it / may be held in future or from profits earned on sale of such investments. Any adverse impact on the industries of which securities are held by Innoventive Venture, also have a bearing on the performance of Innoventive Venture. Any slowdown in the growth of Indian economy or future volatility in global financial market, could also adversely affect the businesses in which IVL has invested INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has well established internal control system commensurate with its size and nature of business which provides for efficient use and safeguarding of resources, accurate recording of transactions and custody of assets, compliance with prevalent statues, adherence to applicable accounting standards and policies which include controls for facilitating the above. Cautionary Statement Statements in this management discussion and analysis describing the Company's objectives, projections, estimates and expectations may be 'forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations include a downtrend in the industry - global or domestic or both, significant changes in political and economic environment in India, applicable statues, litigations etc. DISCLOSURES BY MANAGEMENT TO THE BOARD All disclosures relating to financial and commercial transactions where Directors may have a potential interest are provided to the Board and the interested Directors do not participate in the discussions nor do they vote on such matters.