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Savani Financials Ltd.

BSE: 511577 Sector: Financials
NSE: N.A. ISIN Code: INE304E01010
BSE 00:00 | 06 Mar Savani Financials Ltd
NSE 05:30 | 01 Jan Savani Financials Ltd
OPEN 9.12
PREVIOUS CLOSE 9.12
VOLUME 20
52-Week high 10.05
52-Week low 8.70
P/E 182.40
Mkt Cap.(Rs cr) 4
Buy Price 9.12
Buy Qty 11.00
Sell Price 9.55
Sell Qty 80.00
OPEN 9.12
CLOSE 9.12
VOLUME 20
52-Week high 10.05
52-Week low 8.70
P/E 182.40
Mkt Cap.(Rs cr) 4
Buy Price 9.12
Buy Qty 11.00
Sell Price 9.55
Sell Qty 80.00

Savani Financials Ltd. (SAVANIFINANCIAL) - Director Report

Company director report

The Members

SAVANI FINANCIALS LIMITED

Your Directors have pleasure in presenting their Thirty-fifth Annual Report on thebusiness and operations of the Company and the Audited Financial Statements for thefinancial year ended March 31 2019.

1. Financial Results (Rs. in lacs)
2018-2019 2017-2018
Revenue from Operations & Other Income 12.51 14.97
Profit before Depreciation Finance Cost & Taxation 0.30 5.47
Less: Finance Cost
Less: Depreciation
Less: Income Tax
Profit after Tax 0.30 5.47
Balance brought forward from previous year (529.53) (535.00)
Available for appropriation (529.23) (529.53)
Appropriations
Transfer to General Reserve
Balance carried to Balance Sheet (529.23) (529.53)

2. Dividend:

In view of accumulated losses your Directors do not propose any dividend for the yearended 31st March 2019.

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 of company'saffair:

During the year the Company has earned operating income aggregating to Rs. 12.51 lacs(Previous Year Rs. 14.97 lacs). The Company has registered net profit after tax of Rs.0.30 lacs (Previous Year Rs. 5.47 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 has 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 nosignificant and material orders passed by the regulators or courts or tribunals that willimpact the going concern status and the Company's operations in future.

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.

No frauds have been reported by the Auditor.

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. Nilesh Lakhani and Associates (ICAI Firm Registration No. 113817W) CharteredAccountants who were appointed at 33rd Annual General Meeting held on 27thSeptember 2017 as Statutory Auditors of the Company for a period of 5 years commencingfrom the conclusion of the 33rd Annual General Meeting till the conclusion of the 38thAnnual General Meeting continues to hold the office as Statutory Auditors.

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 year2018-19. The Secretarial Audit Report in prescribed Form No. MR-3 is annexed to theDirectors' Report.

Cost Auditor

The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is presently not applicable tothe Company and accordingly such accounts and records have not been made and maintained.Hence no Cost auditor has been appointed.

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 it does not have a ChiefFinancial Officer and an Internal Auditor as required under the Companies Act 2013 as on31st March 2019.

The Company has since appointed a Chief Financial Officer on 10th April2019.

13. Share capital :

The Paid up Equity Share Capital as on March 31 2019 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 the Directors'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 aperiod of five years with effect from 14th August 2014. Her term as Managing Directorends on 13th August 2019. The Board of Directors at its meeting held on 16thMay 2019 proposed Mrs. Deepa Tracy re-appointment as Managing Director for a furtherperiod of 5 years with effect from 14th August 2019 subject to approval ofmembers. Mr. Samir Ramakant Mehta was appointed as an Independent Director on 28thAugust 1991 under the provisions of erstwhile Companies Act 1956 and under Clause 49 ofthe listing agreement. There after he was appointed as an Independent Director for aperiod of 5(five) years with effect from 1st April 2014 under the provisions ofCompanies Act 2013. He is now proposed to be re-appointed for a second term of 5(five)years with effect from 1st April 2019 subject to approval of the members at theensuing Annual General Meeting. Mr. Suresh Madhav Mhatre was appointed as an IndependentDirector on 11th May 2012 under the provisions of erstwhile Companies Act 1956 and underClause 49 of the listing agreement. There after he was appointed as an IndependentDirector for a period of 5(five) years with effect from 1st April 2014 underthe provisions of Companies Act 2013. He is now proposed to be re-appointed for a secondterm of 5(five) years with effect from 1st April 2019 subject to approval ofthe members at the ensuing Annual General Meeting.

Mr. Samir Ramakant Mehta and Mr. Suresh Madhav Mhatre are not disqualified from beingappointed as Directors in terms of Section 164 of the Act and have given their consent toact as Directors.

Mr. Manish Chaudhari Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible offers 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 02/04/2018 29/05/2018 08/08/201813/11/2018 and 12/02/2019. 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 2018-19
Mrs. Deepa Tracy 5/5
Mr. Manish Chaudhari 5/5
Mr. Suresh Mhatre 5/5
Mr. Samir Mehta 5/5

Independent Directors met once during the year on 12/02/2019.

Audit Committee Meetings

Four Audit Committee Meetings were held during the year under consideration. The datesof the said Meetings are 29/05/2018 08/08/2018 13/11/2018 and 12/02/2019. 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 2018-19
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 12/02/2019. 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 2018-19
Mr. Manish Chaudhari 1/1
Mr. Samir Mehta 1/1
Mr. Suresh Mhatre 1/1

Stakeholder Relation & Share Transfer Committee Meetings

Seven Stakeholder Relation & Share Transfer Committee Meetings were held during theyear under review. The dates of the said Meetings are 01/06/2018 29/06/2018 21/09/201819/10/2018 30/11/2018 28/12/2018 and 15/ 03/2019. The details of composition of theStakeholder Relation & Share Transfer Committee and attendance of the Directors at theStakeholder Relation & Share Transfer Committee Meetings are given below:

Name of the Directors Number of meetings attended/number of meetings held during the tenure of 2018-19
Mr. Suresh Mhatre 7/7
Mrs. Deepa Tracy 7/7
Mr. Samir Mehta 7/7

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 was 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(Rs. 4.00 Crores as at 31/03/2019) and Net Worth of the Company does not exceed Rs. 25Crores (Rs. 2.09 Crores as at 31/03/2019) as on the last day of the previous financialyear i.e. 31st March 2019.

28. Annual secretarial compliance – regulation 24A

Vide circular LIST/COMP/10/2019-20 dated 9th May 2019 the provisions ofRegulation 24A – Annual Secretarial Compliance does not apply to the company for thefinancial year ending 31st March 2019 since the paid up Equity Share Capital ofthe Company does not exceed Rs. 10 Crores (Rs. 4.00 Crores as at 31/03/2019) and Net Worthof the Company does not exceed Rs. 25 Crores (Rs. 2.09 Crores as at 31/03/2019) as on thelast day of the previous financial year i.e. 31st March 2019.

29. 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.

30. 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 2019the 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 accrual basis under thehistorical cost convention.

(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.

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal ) Act 2013. The company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace ( Prevention Prohibition and Redressal) Act 2013. Internal ComplainantsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy The following is a summary of sexual harassment complaints received anddisposed off during the year.

No of complaints received: Nil No of complaints disposed off: Nil

No cases were reported of any sexual harassment of women at workplace

32. Acknowledgment

Acknowledgment 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 Manish Chaudhari
Managing Director Director
DIN 00516615 DIN 00516641
Place : Mumbai
Date : 6th May 2019