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Savani Financials Ltd.

BSE: 511577 Sector: Financials
NSE: N.A. ISIN Code: INE304E01010
BSE LIVE 14:34 | 20 Nov 11.50 0.23
(2.04%)
OPEN

11.50

HIGH

11.50

LOW

11.50

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.50
PREVIOUS CLOSE 11.27
VOLUME 11
52-Week high 14.69
52-Week low 6.35
P/E 54.76
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.71
Sell Qty 489.00
OPEN 11.50
CLOSE 11.27
VOLUME 11
52-Week high 14.69
52-Week low 6.35
P/E 54.76
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 10.71
Sell Qty 489.00

Savani Financials Ltd. (SAVANIFINANCIAL) - Director Report

Company director report

The Members

SAVANI FINANCIALS LIMITED

Your Directors have pleasure in presenting their Thirty-Third Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2017.

1. FINANCIAL RESULTS (Rs. in lacs)
2016-2017 2015-2016
Revenue from Operations & Other Income 17.35 19.57
Profit before Depreciation Finance Cost & Taxation 7.29 9.44
Less: Finance Cost
Less: Depreciation
Less: Income Tax
Profit after Tax 7.29 9.44
Balance brought forward from previous year (542.29) (551.73)
Available for appropriation (535.00) (542.29)
Appropriations
Transfer to General Reserve
Balance carried to Balance Sheet (535.00) (542.29)

2. DIVIDEND

In view of accumulated losses your Directors do not propose any dividend for the yearended 31st March 2017.

3. TRANSFER TO RESERVES

During the current financial year there were no transfers made to reserves.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/ STATE OFCOMPANY’S AFFAIR

During the year the Company has earned operating income aggregating to Rs. 17.35 lacs(Previous Year Rs. 19.57 lacs). The Company has registered net profit after tax of Rs.7.29 lacs (Previous Year Rs. 9.44 lacs). The management is looking for opportunities toidentify niche segments in which the Company can look for better business possibilities.The management is also exploring possibility of identifying new business opportunities toaugment its resources.

The Company is engaged only in the business of providing financial services andaccordingly there are no separate reportable segments as per Accounting Standard-17dealing with Segment Reporting.

5. CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in nature of business of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND DATE OF THE REPORT.

There is no material change and commitment affecting the financial position of theCompany which has occurred between end of the financial year under review and the date ofthis Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.There are no significant and material orders passed by the regulators or courts ortribunals that will impact the going concern status and the Company’s operations infuture.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operationswhich also ensures that all assets are safeguarded and transactions are authorizedrecorded and reported correctly.

9. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or an Associate Company.

10. DEPOSITS

The Company is a Non-deposit accepting company. The Company has not accepted anydeposits from public.

11. AUDITORS

Statutory Auditor :

M/s. SCA and Associates Chartered Accountants the Statutory Auditors of the companyholds the office of the Statutory Auditors till the conclusion of the forthcoming AnnualGeneral Meeting. The Company is proposing to appoint M/s. Nilesh Lakhani and AssociatesChartered Accountants (ICAI Firm Registration No. 113817W) Chartered Accountants asStatutory Auditors for a period of 5 years commencing from the conclusion of the 33rdAnnual General Meeting till the conclusion of the 38th Annual General Meeting. M/s. NileshLakhani and Associates have consented to the said appointment and confirmed that theirappointment if made would be within the limits mentioned under Section 141(3) (g) of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014.

Secretarial Auditor:

The Board of Directors appointed Ms. Prabha Sharma Practicing Company Secretary asSecretarial Auditor to conduct Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report in prescribed Form No. MR-3 is annexed to theDirectors’ Report.

12. THE EXPLANATIONS OF THE BOARD ON EVERY QUALIFICATION / RESERVATION / ADVERSE REMARK/ DISCLAIMER MADE IN THE AUDIT REPORT AND THE SECRETARIAL AUDIT REPORT.

Audit Report:

There is no adverse remark reservation or qualification in the Audit Report for theyear under review.

Secretarial Audit Report :

a) With regard to registering the Company with at least one Credit Information Companyas required by Reserve Bank of India the Company has been advised that since the Companyis a non-deposit accepting Company and has neither lending portfolio nor does it intend todo so in the coming financial year the provisions of circularDNBS.(PD).CC.No.200/03.10.001/2010-11 dated September 17 2010 is currently not applicableto the Company and hence the Company has not registered itself with any Credit InformationCompany.

b) Considering the current scale of operations of the Company and since it does nothave any other income apart from interest earned on fixed deposits it does not presentlyhave a Chief Financial Officer and an Internal Auditor as required under the CompaniesAct 2013.

13. SHARE CAPITAL

The Paid up Equity Share Capital as on March 31 2017 was Rs. 40000000/-. TheCompany has not issued shares with differential voting rights nor sweat equity sharesnor offered any shares under Employee Stock Option Scheme. The Company has not bought backany of its securities during the year under review.

14. LISTING FEES

The Company has paid necessary Listing Fees to BSE Ltd.

15. EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT – 9 is annexed to theDirectors’ Report.

16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The provisions relating to the disclosure of particulars relating to conservation ofenergy and technology absorption do not apply to the Company since it is engaged in thebusiness of financial services. The Company had no foreign exchange earnings and outgoduring the year.

17. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility are presently not applicable to the Company.

18. DIRECTORS

A) Change in Directors and key managerial personnel

Mrs. Deepa Tracy is the Managing Director of the Company who was appointed for a periodof five years with effect from 14th August 2014. Mr. Samir Mehta and Mr. Suresh Mhatreare Independent Directors of the Company and shall hold office for a period of five yearstill 31st March 2019.

Mr. Manish Chaudhari Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offer himself for re-appointment.

B) Declaration of independence by Independent Directors

The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as requiredunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

C) Formal Annual Evaluation

The Board of Directors of the Company has carried out annual performance evaluation ofits own performance its committees and individual directors. The results of theevaluation are satisfactory and adequate and meet the requirement of the Company.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS:

Board Meetings

Five Meetings of the Board of Directors of the Company were held during the year underconsideration. The dates of the said Meetings are 01/04/2016 27/05/2016 08/08/201609/11/2016 and 06/02/2017. The details of composition of the Board and attendance ofDirectors at the Board Meetings are given below:

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2016-17
Mrs. Deepa Tracy 5/5
Mr. Manish Chaudhari 4/5
Mr. Suresh Mhatre 5/5
Mr. Samir Mehta 4/5

Independent Directors met once during the year on 04/02/2017.

Audit Committee Meetings

Four Audit Committee Meetings were held during the year under consideration. The datesof the said Meetings are 27/05/2016 08/08/2016 09/11/2016 and 04/02/2017. The details ofcomposition of the Audit Committee and attendance of the Directors at the Audit CommitteeMeetings are given below :

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2016-17
Mr. Samir Mehta 4/4
Mrs. Deepa Tracy 4/4
Mr. Suresh Mhatre 4/4

Nomination & Remuneration Committee Meetings

One Nomination & Remuneration Committee Meeting was held during the year underconsideration on 04/08/2016. The details of composition of the Nomination &Remuneration Committee and attendance of the Directors at the Nomination &Remuneration Committee Meetings are given below :

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2016-17
Mr. Manish Chaudhari 1/1
Mr. Samir Mehta 1/1
Mr. Suresh Mhatre 1/1

Stakeholder Relation & Share Transfer Committee Meetings

Four Stakeholder Relation & Share Transfer Committee Meetings were held during theyear under consideration. The dates of the said Meetings are 12/04/2016 21/06/201612/07/2016 and 26/08/2016. The details of composition of the Stakeholder Relation &Share Transfer Committee and attendance of the Directors at the Stakeholder Relation &Share Transfer Committee Meetings are given below:

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2016-17
Mr. Samir Mehta 4/4
Mrs. Deepa Tracy 4/4
Mr. Suresh Mhatre 4/4

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has a vigil mechanism in place to report genuine concerns.

21. NOMINATION & REMUNERATION POLICY

The Board has adopted on the recommendation of the Nomination & RemunerationCommittee a policy for selection and appointment of Directors Senior Management andtheir remuneration.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year there is no loan given investment made guarantee given or securityprovided by the Company covered under Section 186 of the Companies Act 2013.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There is no contract or arrangements made during the year with related parties whichrequires disclosure under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014.

24. MANAGERIAL REMUNERATION

No remuneration has been paid to the Directors during the year under review andaccordingly relevant disclosures are not applicable to the Company.

25. PARTICULARS OF EMPLOYEES

None of employees during the year under review or part of it has drawn salary abovethe limits specified under the Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

26. MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed to this Report.

27. CORPORATE GOVERNANCE REPORT

The provisions of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 relating to Corporate Governance Report are presently not applicable tothe Company as Paid up Equity Share Capital of the Company does not exceed Rs. 10 Crores(Paid up Equity Share Capital of the Company is Rs. 4.00 Crores) and Net Worth of theCompany does not exceed Rs. 25 Crores (Net Worth of the Company is Rs. 2.04 Crores) as onthe last day of the previous financial year i.e. 31st March 2017.

28. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. In theBoard’s view there are no material risks which may threaten the existence of theCompany.

29. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3)(c) of the Companies Act 2013 theDirectors confirm that:

(i) In preparation of the annual accounts for the financial year ended March 31 2017the applicable accounting standards have been followed.

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year.

(iii) The Directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 were adequate andoperating effectively. (vi) The Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and such systems were adequate and operatingeffectively.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.

31. ACKNOWLEDGEMENT

Acknowledgement to all with whose help cooperation and hard work the Company is ableto achieve its results.

For and on behalf of the Board of Directors
SAVANI FINANCIALS LIMITED
Deepa Tracy Suresh Mhatre
Managing Director Director
Din 00516615 Din 00002856
Place : Mumbai
Date : 9th August 2017