DIRECTORS' REPORT To The Members, The Board of Directors is pleased to present herewith the Seventh Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2016. The Management Discussion and Analysis has also been incorporated into this report. HIGHLIGHTS OF PERFORMANCE - Operating Revenues for the year increased by around 5% to Rs.367.34 Lacs as compared to Rs.350.56 Lacs in 2014-15. - Profit after tax for the year fell by around 2% to Rs.190.62 Lacs as compared toRs.194.83 Lacs in 2014- 15. DIVIDEND To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year. SHARE CAPITAL During the year, there is no change in the company's share capital. RESERVES The Whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves. LOANS. GUARANTEES & INVESTMENTS Nothing contained in Section 186 of the Companies Act, 2013, except sub-section (1) shall apply to the company, it being engaged mainly in the business of financing Further the company has not made any investment through more than two layers of investment companies, which is prohibited under sub-section (1). DEPOSITS The Company has never accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act. RELATED PARTY TRANSACTIONS The Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence, no separate annexure in Form No. AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given. INTERNAL FINANCIAL CONTROLS The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. RISK MANAGEMENT POLICY There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed. PERFORMANCE EVALUATION Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/Regulations, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its all Committees. DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Changes in Directors and Key Managerial Personnel Mr. Ashok Premji Gohil, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment. Further, there were no changes in Directors by way of appointment, re-designation, death or disqualification, variation made or withdrawn. B. Declaration by an Independent Director(s) and re-appointment, if any : All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that thgr meet the criteria of independence as provided in sub-section BOARD MEETINGS During the year under review, the Company has conducted 4 Board Meetings on 23rd April 2015, 6th August 2015, 15th October 2015 and 28th January 2016. The intervening gap between the Meeting was within the period prescribed under the Companies Act, 2013. AUDITORS M/s. Nitin Pota & Associates, Chartered Accountants, being eligible, offer themselves for re-appointment. If reappointed, it will be within the prescribed limits specified in Section 139 of the Companies Act, 2013. Members are requested to appoint the auditors and to fix their remuneration. SECRETARIAL AUDIT As required under Section 204 of the Companies Act, 2013, Secretarial Audit Report as obtained from M/s. Sanjay Dholakia & Associates, Practising Company Secretary for the financial year 2015-16 is annexed as Annexure 1 and forms part of the Board Report. OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR There are no qualifications contained in the Auditors Report and Secretarial Audit Report and therefore, there are no further explanations to be provided for in this Report. EXTRACT OF ANNUAL RETURN The extract of Annual Return in Form No.MGT-9, as provided under sub-section (3) of Section 92 of the Companies Act, 2013, is annexed as Annexure 2 and forms part of the Board Report. CHANGE IN THE NATURE OF BUSINESS. IF ANY: There was no Change in nature of business. MATERIAL CHANGES AND COMMITMENTS There are no material changes having taken place affecting the financial position of the Company from the date of closure of financial year till the signing of Accounts. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: There were no significant and material orders passedby the regulators or courts or tribunals impacting the going concern status and Company's operations in future. DIRECTORS' RESPONSIBILITY STATEMENT As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that: a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; c. the directors had taken proper and sufficientcare for the maintenance of adequate accounting recods in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and e. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT. TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy: (i) The steps taken or impact on conservation of energy : Though our operations are not energy intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments. (ii) The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. (iii) The capital investment on energy conservation equipments: Not applicable Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. B. Technology absorption: (i) The efforts made towards technology absorption: Not applicable (ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not applicable (iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company. CORPORATE RESPONSIBILITY STATEMENT (CSR) The provisions of Section 135 of the Companies Act, 2013 regarding the provisions of Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters. MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE & DEVELOPMENTS, OPPORTUNITIES & THREATS, SEGMENT WISE PERFORMANCE, OUTLOOK, RISKS & CONCERNS As per estimates provided by the International Monetary Fund (April 2016), World GDP growth decelerated to 3.1% in 2015 from 3.4% in 2014. Global economic activity weakened amid increasing financial market volatility, especially in the second half of 2015. The Indian economy consolidated the gains achieved in restoring macroeconomic stability, a process that began in FY 2014-15. India is the oasis in a desert: Where most economies are facing headwinds to growth, concerted efforts by the government and RBI have enabled a right mix of growth and inflation to emerge. The government's efforts at reviving capex amid its focus on infrastructure sectors like roads, railways, ports, and power are creating new avenues for growth. IMD's forecast for above normal monsoon after 2 consecutive years of below par performance is likely to give a boost to consumption. The company's main business during the year was lending short term funds and investment in term deposits, shares and other securities, for earning business income and capital gains in line with continuation of business activities of its amalgamating companies. All the activities of the Company are currently related to the same during the year. As such, there are no separate reportable segments. The management is expecting to close in on a new business venture soon. Your company has displayed strong financial health across macroeconomic cycles withstanding domestic and global adversaries, coming out stronger and confident of its execution skills and competency. The management keeps a close view on churning the assets, wherever necessary, to improve overall yields on the loan book of your company, demonstrating strong credit appraisal & structuring skills, sectoral knowledge and relationship management. An ongoing challenge faced by the finance industry is increasing stress and asset quality concerns. Preservation of capital has been focused priority for your company .The Company is exposed to specific risks that are particular to its business, including operational risk, market risk and credit risk. The management continuously assesses the risks and monitors the business and risk management policies to minimize the risk. CORPORATE GOVERNANCE The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the auditors confirming the compliance, is annexed as Annexure 3 and forms part of this Annual Report. AUDIT COMMITTEE The Audit Committee was constituted on 23rd August, 2011. The Committee now comprises Nitin Parikh as Chairman, with Jagdish Mehta, Rajesh Maheswari and Falguni Mehta as members. The Managing Director and the Chief Financial Officer are permanent invitees to the meetings. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. VIGIL MECHANISM The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof. NOMINATION AND REMUNERATION COMMITTEE The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Directors' and Senior Managements' appointment and payment of remuneration including criteria for determining their qualifications, positive attributes and independence of a Director. STAKEHOLDERS' RELATIONSHIP COMMITTEE The Committee comprises of Rajesh Maheswari as Chairman, with Nitin Parikh, Jagdish Mehta and Falguni Mehta as members of the Committee. The main function of the Committee is to review and redress various investors' complaints and express its satisfaction with the Company's performance in dealing with their grievances; the company's share transfer system, transfers, transmissions, split, consolidation, etc. MANAGERIAL REMUNERATION 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 - It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. 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 - The Company has no such employee drawing remuneration more than that mentioned under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES Your Company does not have any Subsidiaries or Joint Ventures or Associate companies, as defined under the Companies Act, 2013. ACKNOWLEDGEMENT Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the conmitted services of Executives and Staff of the Company Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in By order of the Board of Directors, For Fervent Synergies Limited Vijay P. Thakkar Chairman & Managing Director DIN: 01276104 Registered Office: B/7-8, Satyam Shopping Centre, M G Road, Ghatkopar (E) Mumbai - 400077 Place : Mumbai Date : May 2, 2016 |