Dear Shareholders,

The behalf of the Board of Directors, it is our pleasure to present the Annual Report together with the Audited Statement of Accounts of IndiaNivesh Limited (“the Company”) and its subsidiaries for the year ended March 31, 2018.

Financial Performance

The summarized standalone and consolidated results of your Company are given in the table below:

(Rs. in Lakhs)

* previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year under review, the Company earned a total income of Rs. 5,99,68,187/- as compared to Rs. 1,55,84,886/- in the previous year. It is mainly due to profit on sale of investments and increase in the Interest income during the year. Further the total expenses during the year under review are Rs. 4,75,95,270/- as compared to Rs. 87,31,576/-. The increase in the interest expense on the borrowings has caused a sheer increase in the expenses during the year.

For the F.Y. 2017-18, your Company’s profit after tax stood at Rs. 1,00,19,696 /- vis-a-vis Rs. 60,23,342/- in the previous year.

Business Overview/State of the Company’s affairs

It is a Non- Banking Finance Company (NBFC) registered with Reserve Bank of India (RBI) engaged in the business of Inter-Corporate Deposits, Short Term Financing and Bridge Loans, acquisition and management of Stressed Assets, Investment in shares and securities, quoted as well as unquoted including the business of providing corporate advisory and it is also holding investments in its subsidiaries and other Group/Associate Companies

Withdrawal of the Scheme of Demerger

The Board of Directors of your Company at their meeting held on January 3, 2017 had approved the Scheme of Arrangement (Demerger) between IndiaNivesh Limited (“Demerged Company”) and IndiaNivesh Financial Advisors Limited (“Resulting Company”). The scheme had also been approved by BSE Limited (“BSE”) vide their observation letter dated March 20, 2017. The Scheme was further pending for the approval of National Company Law Tribunal, Mumbai.

The Board of Directors in their meeting held on March 19, 2018 has withdrawn the Scheme. As the Scheme was pending since long for statutory approvals, the feasibility of the business restructuring plans of the Company pursuant to the said Scheme of Arrangement got diminished.

Your Company shall draw up a fresh Scheme of Arrangement in near future for restructuring its business operations.

Information on Material changes and commitments occurred after the close of the year till date of this report which affects the financial position of the Company

There are no material changes or commitments affecting the financial position which have occurred between March 31, 2018 and August 14, 2018, being the date of this Report

Reserves

As per NBFC Guidelines, the Company proposes to transfer 20% of Net Profit after Taxation which amounts to Rs. 20,03,939/- out of the amount available for appropriations.

Dividend

Your Directors are pleased to recommend for the approval of the Members, a Final Dividend of 10% i.e. Re.0.10 per share on 3,77,50,000 equity shares of Re.1/- each of the Company for the financial year 2017-2018. The Final Dividend, if declared as above, would involve an outflow of Rs.37,75,000/- towards dividend and Rs.7,68,499/- towards dividend distribution tax resulting in total outflow of Rs. 45,43,499 /-

Management Discussion and Analysis

As required under regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company forms part of the Annual Report.

Share Capital / Finance

During the year under review, there was no change in the Capital Structure of the Company.

As on March 31, 2018, the issued, subscribed and paid up share capital of your Company stood at Rs.3,77,50,000/- comprising 3,77,50,000 Equity shares of Re.1/- each. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity shares. As on March 31, 2018, none of the Directors of the Company hold shares of the Company.

Consolidated Accounts

The Consolidated Financial Statement of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations. The Consolidated Financial Statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries, as approved by their respective Board of Directors.

Internal financial controls

The Company has in place adequate financial controls with reference to financial statements. The Internal financial controls are commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Directors and Key Managerial Personnel a) Retire by Rotation

Mr. Hemant Panpalia (DIN: 00008410), Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommends Mr. Hemant Panpalia for re-appointment.

b) Appointment of Additional Director

Mr. Tilak Raj Bajalia was appointed as Additional Director in the category of Independent Director on the Board of the Company w.e.f May 4, 2018 who holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Director of the Company. We seek your confirmation for appointment of Mr. Bajalia as an Independent Director for a term of five consecutive years from the date of the ensuing Annual General Meeting till the conclusion of 92nd Annual General Meeting to be held in the calendar year 2023.

c) Cessation

During the period under review, Mr. Jimmy Anklesaria, Independent Director has resigned from the Board w.e.f April 24, 2018 due to his other pre-occupations.

The Board placed on record its appreciation for the valuable contributions made by Mr. Jimmy Anklesaria during his tenure as Director of the Company.

Familiarisation Programme for Independent Directors

The Company conducts suitable familiarisation programme for Independent Directors so as to associate themselves with the nature of the industry in which the Company operates and business model of the Company in addition to regular presentations on financial statements and other relevant data. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations and RBI regulations with regard to their roles, rights and responsibilities as Directors of the Company.

The details of familiarization programme of Independent Directors have been disclosed on the website of the Company under the web link https://www.indianivesh.in/CmsApp/MediaGalary/docs/635805043248400000_Familiarization_Progra m_for_Independent_Directors.pdf

Details of Board meetings

Nine (9) meetings of the Board of Directors were held during the year, the details of which are provided in report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Directors’ Responsibility Statement

Pursuant to Section 134(3) (C) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief, make following statements that:

(a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed along with proper explanation relating to material departures;

(b) such accounting policies have been selected 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 as at March 31, 2018 and profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

(f) the systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company as prescribed by SEBI in Chapter IV read with Schedule V of Listing Regulations together with a Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(7) of the Companies Act, 2013 and Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Policy

The Board of the Directors has framed the 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 Nomination and Remuneration Policy is annexed at the end of the Corporate Governance Report.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure I.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed Ms. Priyanka Lahoti, Practicing Company Secretaries (CP No. 8654) to undertake Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report in Form MR-3 is included as Annexure II and forms an integral part of this report. The said Report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Subsidiary, Associate and Joint Ventures Companies

The total number of subsidiaries as on March 31, 2018 is 5. There are no associate or Joint Venture Companies within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient features of the financial statement of company’s subsidiaries in Form AOC-1 is given as Annexure III.

Brief particulars about the business of each of the Subsidiaries Companies are given hereunder:-

a. IndiaNivesh Securities Limited (INSL)

The Company is into the business of stock broking, research analysts, investment banking, depository services, IPOs and mutual fund distribution, advisory. The Company is registered as a Stock Broker with SEBI and has memberships of BSE, NSE, MSEI in all segments i.e. Capital market, futures & options and currency derivative segment. INSL is a registered Depository Participant with CDSL and NSDL and with AMFI for Mutual Fund distribution. INSL is also into Paper Distribution (including equity IPO’s, capital gain bonds, fixed deposits, mutual funds, and other financial products). It has a licence to act as a Research Analysts and has a large customer base including but not limited to banks, institutions, FIIs, mutual funds, insurance companies, primary dealers, large corporates, public sector undertakings, provident fund trusts.

The Company is also into investments in shares of listed and / or unlisted companies / entities and shares and other securities of group companies / limited liability partnership firm from where investments are being carried out.

b. IndiaNivesh Commodities Private Limited (INCPL)

INCPL is a trading cum clearing member of Multi-Commodities Exchange and National Commodities & Derivatives Exchange of India. INCPL has been providing commodities trading facilities to both corporate and retail clients since 2005.

c. Siddhi Multi-Trade Private Limited (SMTPL)

The Company is engaged in the business of Multi Trading (Dismantling of Assets) acquired in auction by banks, DRT, official liquidator, ARC, PSU and private parties. Company has developed expertise in this line with experienced team of professionals specializing in assessment of land, building material, plant & machinery and other items, participate in auction process and resolution of the asset.

d. IndiaNivesh Capitals Limited (ICL)

ICL has been registered with the Reserve Bank of India (RBI) as a Non-Banking Finance Company (NBFC) under registration no. 05.0140 dated March 20, 1998. ICL is engaged in the business of inter alia extending short term finance and bridge loans and Investment in shares and securities.

e. IndiaNivesh Shares and Securities Private Limited (INSSPL)

INSSPL carries out the business of wealth management.

Pursuant to the approval of the Scheme of Arrangement (Demerger) between IndiaNivesh Securities Limited and IndiaNivesh Shares & Securities Private Limited by the Hon’ble National Company law Tribunal, Mumbai Bench on June 7, 2017 the proposed business of the Company shall be to carry out the business of stock broking, research analysts, investment banking, depository services, IPOs and mutual fund distribution, advisory. It shall also include business of (i) equity capital markets (ii) futures and options market (iii) currency derivative broking (iv) stock broking (retail, HNI as well as institutional), (v) distribution of third party products (including equity IPO’s, capital gain bonds, fixed deposits, mutual funds, and other financial products), (vi) advisory services in relation to (i) to (v) and research activities. Also it will undertake the investment business that includes investments in shares of listed and / or unlisted companies / entities and shares and other securities of group companies / limited liability partnership.

To carry on the above businesses, the Company is in the process of obtaining approvals from various regulatory authorities.

Particulars of Loans, Guarantees or Investments

The provisions of Section 186 of the Act pertaining to investment and lending activities is not applicable to the Company, since the Company is a Non-Banking Financial Company whose principal business is acquisition of securities.

Details of guarantees and/or security in connection with loans to other bodies corporates or persons as covered under the provisions of Section 186 of the Act, are given in the Notes to the Financial Statements.

Risk Management Policy

The Company has formulated a Risk Management Policy. The Company through its Risk Management Committee identifies, evaluates, analyses and prioritise risks in order to address and minimize such risks. This facilitates identifying high level risks and implement appropriate solutions for minimizing the impact of such risks on the business of the Company. The Committee submits its recommendations and comments for Board’s review and necessary action.

Corporate Social Responsibility (CSR)

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

Vigil Mechanism / Whistle Blower Policy

The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct. The details of the Vigil Mechanism policy have been provided in the Corporate Governance Report and also disclosed on the website of the Company viz https://www.indianivesh.in/CmsApp/MediaGalary/docs/635724981029843750_Whistleblowerpolicy-IndiaNivesh.pdf

Evaluation of the Board, its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015, the Company has devised the policy for performance evaluation of the Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of non-executive directors and executive directors.

The evaluation of all the directors and Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in Corporate Governance Report section in this Annual Report.

Statutory Auditors, their Report and Notes to Financial Statements

The members had at the Annual General Meeting held on September 30, 2015, approved the appointment of M/s. CLB & Associates, Chartered Accountants (Firm Registration No. 124305W), as Statutory Auditors of the Company for the next four (4) financial years i.e. 2015-2016 to 2018-2019.

Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the aforesaid appointment needs to be ratified by the members at the forthcoming Annual General Meeting. Accordingly, the Board of Directors recommends to the shareholders the ratification of appointment of M/s. CLB & Associates, Chartered Accountants, as the Statutory Auditors of the Company for the financial year ending on March 31, 2019.

M/s. CLB & Associates, Chartered Accountants have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by Peer Review Board of the Institute of Chartered Accountants of India.

The observations and comments given by the Auditors in their report read together with notes on financial statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Related Party Transactions

The Company has laid down Related Party Transaction Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transaction as approved by the Board is uploaded on the Company’s weblink viz. https://www.indianivesh.in/CmsApp/MediaGalary/docs/635724981975625000_RelatedPartyTransacti onsPolicy.pdf

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. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. 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.

Details of the transactions with Related Parties are provided in the accompanying financial statements of the Company. The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as ‘Annexure IV’ to this Report.

Significant and material orders passed by the Regulators

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Transfer of Amounts to Investor Education and Protection Fund

In terms of Section 205C of the Companies Act, 1956, a sum of Rs.3,20,778/- lying with the Company as unclaimed dividend for the financial year 2009-10 (Final Dividend) i.e. for a period of seven years from the date they become due for payment were transferred during the period under review to the Investor Education and Protection Fund.

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. September 29, 2017), with the Ministry of Corporate Affairs.

Particulars of Employees and related disclosures

A) Details of the ratio of the remuneration of each Director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Notes: 1. The remuneration to Directors includes sitting fees paid to them for the financial year 2017-18. There is no change in the sitting fees for attending Board and Committee meetings.

2. Mr. Dinesh Nuwal and Mr. Hemant Panpalia, the Promoter Directors and Mrs. Sona Hadkar, the Non-Executive Non -Independent Director have waived off the sitting fees payable to them for the Meetings attended by them from the financial year 2016-17.

Notes:-

i) Median remuneration of employees of the Company during the financial year 2017-2018 was Rs. 36,66,699/-.

ii) Median remuneration of employees of the Company during the financial year 2016-2017 was Rs.20,99,182/-. In the financial year, there was increase of 74.67% in the median remuneration of employees due to increase in the remuneration of one of the key managerial personnel.

iii) There were 2 confirmed employees on the rolls of the Company as on March 31, 2018.

iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 36.50% whereas the increase in the managerial remuneration for the same financial year was 200%.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

During the year under consideration, none of the employees of the company was in receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, particulars as required under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been provided.

Public Deposits

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

Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the company for utilising alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development.

(C) Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings and outgoings during the year under review.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2017-2018:

Acknowledgement

Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, members, financial institutions, banks, Government and other associated with the activities of the Company. Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

For and on behalf of the Board

IndiaNivesh Limited

Sd/- Sd/-

Date: August 14, 2018 Rajesh Nuwal Dinesh Nuwal

Place: Mumbai Managing Director & CFO Director

(DIN:00009660) (DIN:00500191)