DIRECTORS' REPORT The Members SAVANI FINANCIALS LIMITED Your Directors have pleasure in presenting the Thirty-First Annual Report on the business and operations of the Company and the audited accounts for the financial year ended March 31, 2015. 2. DIVIDEND In view of accumulated losses your Directors do not propose any dividend for the year ended 31st March, 2015. 3. RESERVES The management has decided to plough back the profits earned during the year back into the company. 4. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR During the year, the Company has earned interest income on its investments aggregating to Rs. 16.30 lacs (Previous Year Rs. 14.61 lacs). The Company has registered net profit after tax of Rs. 7.12 lacs (Previous Year Rs. 11.44 lacs). The management is looking for opportunities to identify niche segments in which the Company can look for better business possibilities. The management is also exploring possibility of identifying new business opportunities to augment its resources. The company is engaged only in the business of providing financial services and accordingly there are no separate reportable segments as per Accounting Standard-17 dealing with segment reporting. 5. CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in nature of business. 6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND DATE OF THE REPORT. There has been no material changes and commitments that have occurred at end of the 31st March, 2015 up to the date of directors' report. 7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE. There are no significant and material orders passed by the regulators or courts or tribunals that will impact the going concern status of the company. 8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS Your company has adequate internal control procedures commensurate with the size of the company and the nature of its business. 9. DETAILS OF SUBSIDIARY COMPANY The Company does not have any subsidiary company. 10. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATED AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT: There are no subsidiaries, associated and joint venture companies, hence the above clause does not apply to the company. 11. DEPOSITS The Company is a non deposit accepting company, hence the above clause does not apply to the company. 12. AUDITORS Statutory Auditor: At the 30th Annual General Meeting (AGM) held on 29th September, 2014, the shareholders had approved the appointment of M/s SCA and Associates, Chartered Accountants as Statutory Auditors of the Company to audit the accounts of the Company for three consecutive financial years, between 2014-15 and 2016-17, subject to ratification at every AGM. The approval of members' is being sought for ratification of appointment of M/s SCA and Associates as Statutory Auditors from the conclusion of the 31st AGM till the conclusion of the 32nd AGM to be held in 2016, to examine and audit the accounts of the Company for the financial year 2015-16. Secretarial Auditor: Ms. Prabha Sharma, a Practicing Company Secretary was appointed as Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2014-15. The Secretarial Audit Report, in prescribed Form No. MR-3, is annexed to the Directors Report. 13. THE EXPLANATIONS OF THE BOARD ON EVERY QUALIFICATION/RESERVATION/ADVERSE REMARK/ DISCLAIMER MADE BY THE SECRETARIAL AUDITOR IN HER REPORT. With regard to registering the Company with at least one credit information Company as required with Reserve Bank of India, we have been advised that since the Company is a non-deposit accepting Company and has neither lending portfolio nor does it intend to do so in the coming financial year, the provisions of circular DNBS.(PD).CC.No.200/03.10.001/2010-11 dated September 17, 2010 is currently not applicable to the company and hence the company has not registered itself with any Credit Information Company. Considering the current scale of operations of the Company and since it does not have any other income apart from interest earned on fixed deposits, it does not presently have a Chief Financial Officer and an Internal Auditor as required under the Companies Act 2013. 14. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs.4,00,00,000/- During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2015, Mrs. Deepa Tracy, Managing Director and Mr. Manish Chaudhari, Director hold 10,45,525 shares each of the Company respectively. 15. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT - 9 is annexed to the Directors' Report 16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions relating to the disclosure of particulars relating to conservation of energy and technology absorption do not apply to your Company since it is engaged in the business of financial services. The Company had no foreign exchange earnings and outgo during the year. 17. CORPORATE SOCIAL RESPONSIBILITY The provisions of Section 135 relating to Corporate Social Responsibility is presently not applicable to your company. 18. DIRECTORS A) Change in directors and key managerial personnel 1. Mrs. Deepa Tracy has been appointed as a Managing Director of the Company for the period of five years with effect from 14th August, 2014 2. Mr. Manish Chaudhari retires by rotation and offers himself for re-appointment. 3. Mr. Samir Mehta and Mr. Suresh Mhatre were appointed as Independent Directors of the Company for a period of five years till 31st March, 2019. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. B) Formal Annual evaluation Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, as well as the evaluation of the working of its Audit and Share Committees. 19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS: During the year six Board Meetings and five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The company has a viigil mechanism in place for directors and employees to report genuine concerns. 21. NOMINATION AND REMUNERATION COMMITTEE The Company has a Nomination and Remuneration Committee. However no remuneration has been paid to the Directors during the year under review. 22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company does not have any loan and it has not given any guarantee and does not have any investments under section 186 during the year under review. 23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company does not have any material related party transactions as per Accounting Standard -18 "Related Party Disclosures", during the year. 24. MANAGERIAL REMUNERATION No remuneration has been paid to the Directors during the year under review. Hence, the above clause is not applicable to the company. 25. MANAGEMENT'S DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE REPORT The Securities and Exchange Board of India (SEBI) has issued a circular vide CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 in respect with the applicability and compliances of the Clause 49 of the Listing Agreement. As per the circular compliance with the provisions of the Clause 49 is not mandatory for the time being, in respect of the following class of the Companies: a. Companies having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year; Provided that where the provisions of Clause 49 becomes applicable to a company at a later date, such Company shall comply with the requirements of clause 49 within six months from the date of which the provisions become applicable to the company. b. Companies whose equity share capital is listed exclusively on the SME and SME-ITP Platforms. As per the circular your Company is within the ambit and exempted on the basis of the conditions prescribed in the circular and therefore compliances with the Clause 49 of the Listing Agreement is not applicable to the Company for the time being. As a consequence, Management's Discussion & Analysis report and Corporate Governance Report under Clause 49 of the Listing Agreement does not form part of the Annual Report for the Financial Year 2014-15. 26. RISK MANAGEMENT POLICY Your Company has constituted a Risk Management Committee to identify and mitigate material risks faced by the company from time to time. 27. DIRECTOR RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 the Directors confirm that: (i) In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed. (ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year. (iii) The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. (iv) The Directors have prepared the annual accounts on a going concern basis. (v) The Directors have laid down internal financial controls, which are adequate and are operating effectively. (vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 28. ACKNOWLEDGEMENT An Acknowledgement to all with whose help, cooperation and hard work the company is able to achieve the results. For and on behalf of the Board Deepa Tracy Managing Director (Din 00516615) Manish Chaudhari Director (Din 00516641) Place : Mumbai Date : 6th August, 2015 23, Exotic Palace, 601 Bianca B wing, Off Yari Road, Off Yari Road, Versova, Panch Marg, Andheri West Andheri West |