DIRECTORS' REPORT To, The Members, Finkurve Financial Services Limited Your Directors take the pleasure in presenting their Report and Audited Financial Statement of the Company along with Auditors' Report thereon for the year ended 31st March, 2015. BUSINESS OVERVIEW Your company being classified as a Loan Company is providing long term and short term loans to other corporate/firms. No further opportunity has come to diversify the business of the Company as business of financing is no more lucrative. However your board is in constant look out for the new business avenues which can be taken with the existing business. BUSINESS PERFORMANCE: During the year under review your Company earned total revenue of Rs. 198 Lacs as against Rs. 30 Lacs in the previous year. The profit before Tax was Rs. 17.25 Lacs as against loss of Rs. 36.76 Lacs in the previous year. The Net profit of Rs. 14.21Lacs has been carried to the Balance Sheet. Your Directors expect a better performance in the coming years. DIVIDEND: Your directors are not recommending any payment on account of dividend. TRANSFER TO RESERVES: The Board of Directors has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Statement of Profit and Loss. FIXED DEPOSITS: Your Company does not accept fixed deposits from public and to this effect an undertaking is given to the Reserve Bank of India. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Mrs. Riddhi Tilwani (DIN: 06910038) was appointed as an Independent Director of the Company w.e.f. 01.07.2014. Mr. Santosh Dakare was appointed as the Chief Financial Officer of the Company w.e.f. 01.07.2014. Mr. Kishor Sangani (DIN: 02564181), Independent Director of the Company, resigned w.e.f. 01.07.2014 due to personal reasons. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ketan Kothari (DIN: 00230725), Director of the Company who retires by rotation and being eligible, offer himself for re-appointment. DECLARATION BY INDEPENDENT DIRECTORS: The Company received declaration made by the Independent Directors of the Company that they fulfill the criteria given under Section 149(6) of the Companies Act, 2013 and other applicable provisions. MANAGEMENT DISCUSSION AND ANALYSIS: Pursuant to Clause 49 of the Listing Agreement with the stock exchanges, the Management Discussion & Analysis Report for the year under review is given under a separate section and forms part of the Annual Report. DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed 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 sufficient care for 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; (d) the directors had prepared the annual accounts on a going concern basis; (e) 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 (f) 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. BOARD MEETINGS: During the year, Six Board 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. LOANS, GUARANTEES AND INVESTMENTS: Particulars of loans, guarantees and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Accounts. CORPORATE SOCIAL RESPONSIBILITY: CSR is not applicable to our Company as on date. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All related party transactions done by the Company during the financial year were at arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year, your Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements. To identify and monitor significant related party transactions Company has also framed a policy on the related party transactions and the same is available on the Company website i.e., www.finkurve.com SUBSIDIARIES, ASSOCIATES & JOINT VENTURES: The Company has two material non listed Indian subsidiary companies. The requirement of appointing Independent Director of the Company on the Board of Directors of the subsidiary Company has been duly complied with. The requirements of the Clause 49 of the Listing Agreement with regard to subsidiary companies have been complied with. Statement containing salient features of the financial statement of subsidiaries is attached in Form AOC-1 in Annexure I. The Company also have one associate Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no significant material orders passed by the Regulators / Courts/tribunals which would impact the going concern status of the Company and its future operations. AUDITORS AND AUDITOR'S REPORT: M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends the reappointment of M/s. Ladha Singhal & Associates, Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company. The Auditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks. ANNUAL PERFORMANCE EVALUATION BY BOARD: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 to the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. RISK MANAGEMENT: The Board of Directors of your Company has, on recommendation of the Risk Management Committee framed and adopted a policy on Risk Management of the Company. The broad terms of reference of the Committee are stated in the Corporate Governance Report. NOMINATION AND REMUNERATION POLICY The Board of Directors of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The contents of the policy are stated in the Corporate Governance Report. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014: The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished herewith. EXTRACT OF ANNUAL RETURN: Pursuant to the Section 92(3) of the Companies Act, 2013 extract of the annual Return is annexed to this report as Annexure - II. CORPORATE GOVERNANCE: Your Company has taken adequate steps to ensure that all mandatory provisions of 'Corporate Governance' as provided in the listing agreement of the Stock Exchanges with which the Company's shares are listed, are duly complied with. A separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached as Annexure III to this Report. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: The Board had appointed Mr. Mayank Arora, Proprietor of Mayank Arora & Co., Company Secretaries in Whole time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The report of the Secretarial Auditor is annexed to this report as Annexure - IV. The Secretarial Aduditors' Report for the financial year 2014-15 does not contain any qualification, reservation or adverse remarks. BUSINESS RISK MANAGEMENT: Pursuant to Section 134(3)(n) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the Corporate Governance report forming part of the Board Report. At present the Company has not identified any element of risk which may threaten the existence of the Company. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: Whistle Blower Policy is formulated to encourage all employees and directors of the Company to report any unethical behavior, actual or suspected fraud or violation of the Code of the Company and to provide a secure environment to such employees acting in good faith and safeguarding them from any adverse action by the management. This policy is in line with the requirements of the revised Clause-49 of the Listing Agreement with the Stock Exchanges and the provisions of the Companies Act, 2013 (Subsection 9 of Section 177) read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, which stipulated that every Listed Company shall establish a "Vigil Mechanism". PARTICULARS OF EMPLOYEES: The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY: No material changes and commitments affecting the financial position of the Company occurred in between the end of the previous financial year till the end of this financial year to which the statements relate on the date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The Company being engaged in the financial services, does not have any energy utilization or technology absorption. The Company during the year under consideration has not earned or spent any foreign exchange. ACKNOWLEDGMENT: Your Company and its Directors wish to extend their sincerest thanks for the co-operation received from shareholders, bankers and other business constituent during the year under review. Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all employees of the Company. For and on behalf of the Board of Directors Sd/- Ketan Kothari Chairman (DIN: 00230725) Place: Mumbai Date: 13th August, 2015 |