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Savani Financials Ltd.

BSE: 511577 Sector: Financials
NSE: N.A. ISIN Code: INE304E01010
BSE LIVE 11:38 | 22 Sep 11.25 -0.15
(-1.32%)
OPEN

11.25

HIGH

11.25

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11.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.25
PREVIOUS CLOSE 11.40
VOLUME 100
52-Week high 14.69
52-Week low 6.35
P/E 59.21
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.97
Sell Qty 61.00
OPEN 11.25
CLOSE 11.40
VOLUME 100
52-Week high 14.69
52-Week low 6.35
P/E 59.21
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 11.97
Sell Qty 61.00

Savani Financials Ltd. (SAVANIFINANCIAL) - Director Report

Company director report

The Members

SAVANI FINANCIALS LIMITED

Your Directors have pleasure in presenting their Thirty-Second Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2016.

1. FINANCIAL RESULTS

(Rs. in lacs)

2015-2016 2014-2015
Revenue from Operations & Other Income 19.57 16.30
Profit before Depreciation Finance Cost & Taxation 9.44 7.12
Less: Finance Cost
Less: Depreciation
Less: Income Tax
Profit after Tax 9.44 7.12
Balance brought forward from previous year (551.73) (558.85)
Available for appropriation (542.29) (551.73)
Appropriations
Transfer to General Reserve
Balance carried to Balance Sheet (542.29) (551.73)

2. DIVIDEND

In view of accumulated losses your Directors do not propose any dividend for the yearended 31st March 2016.

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. 19.57 lacs(Previous Year Rs. 16.30 lacs). The Company has registered net profit after tax of Rs.9.44 lacs (Previous Year Rs. 7.12 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 OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL 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 COURTS ORTRIBUNALS 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 REFERENCE TO THEFINANCIAL 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 :

At the 30th Annual General Meeting (AGM) held on 29th September 2014 the shareholdershad approved the appointment of M/s. SCA and Associates Chartered Accountants asStatutory Auditors of the Company to audit the accounts of the Company for threeconsecutive financial years between 2014-15 and 2016-17 subject to ratification at everyAnnual General Meeting. The approval of members is being sought for ratification ofappointment of M/s. SCA and Associates as Statutory Auditors from the conclusion of the 32ndAGM till the conclusion of the 33rd AGM to be held in 2017 to examine andaudit the accounts of the Company for the financial year 2016-17.

Secretarial Auditor :

The Board of Directors appointed M/s. Sanjay Sangani & Co. Practicing CompanySecretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for thefinancial year 2015-16. The Secretarial Audit Report in prescribed Form No. MR-3 isannexed to the Directors’ Report.

12. THE EXPLANATIONS OF THE BOARD ON EVERY QUALIFICATION / RESERVATION / ADVERSEREMARK/ 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.

c) The Code of practices and procedures for fair disclosure of unpublished pricesensitive information was not submitted to the Stock Exchanges due to inadvertence.

13. SHARE CAPITAL

The Paid up Equity Share Capital as on March 31 2016 was Rs. 40000000/-. TheCompany has not issued shares with differential voting rights nor sweat equity shares noroffered any shares under Employee Stock Option Scheme. The Company has not bought back anyof its securities during the year under review.

14. LISTING FEES

The Company has paid necessary Listing Fees to BSE Ltd. The Company has not receivedany intimation from Ahmedabad Stock Exchange regarding amount payable towards Listing Feesfor the year 2016-17 and the Company is following up the matter with the Exchange.

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 holds position of Managing Director of the Company for the period offive years with effect from 14th August 2014. Mr. Samir Mehta and Mr. Suresh Mhatre holdposition as Independent Directors of the Company for a period of five years till 31stMarch 2019. There is no change in the above position

Mrs. Deepa Tracy retires by rotation at the ensuing Annual General Meeting and beingeligible offers herself for re-appointment. Mr. Manish Chaudhari Director of the Companywho retired by rotation was re-appointed at the Annual General Meeting held on 28thSeptember 2015.

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 03/04/2015 19/05/2015 06/08/201509/11/2015 and 09/02/2016. 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 2015-16
Mrs. Deepa Tracy 5/5
Mr. Manish Chaudhari 5/5
Mr. Suresh Mhatre 5/5
Mr. Samir Mehta 2/5

Independent Directors met once during the year on 06/02/2016.

Audit Committee Meetings

Four Audit Committee Meetings were held during the year under consideration. The datesof the said Meetings are 19/05/2015 04/08/2015 06/11/2015 and 06/02/2016. 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 2015-16
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/ 2015. 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 2015-16
Mr. Manish Chaudhari 1/1
Mrs. Samir Mehta 1/1
Mr. Suresh Mhatre 1/1

Stakeholder Relation & Share Transfer Committee Meetings

Shareholder Grievance & Share Transfer Committee was renamed and reconstituted asStakeholder Relation & Share Transfer Committee on 03/04/2015. Four StakeholderRelation & Share Transfer Committee Meetings were held during the year underconsideration. The dates of the said Meetings are 19/05/2015 04/08/2015 06/11/2015 and06/02/2016. The details of composition of the Audit Committee and attendance of theDirectors at the Audit Committee Meetings are given below :

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2015-16
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 Croresand Net Worth of the Company does not exceed Rs. 25 Crores as on the last day of theprevious financial year i.e. 31st March 2015.

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 2016the 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 compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.

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
Place : Mumbai Managing Director Director
Date : 27th May 2016 Din 00516615 Din 00002856