| The Members,
FINAVENTURE CAPITAL LIMITED
The Directors present their Twenty Ninth Annual Report of the Company
together with the Balance Sheet and Statement of Profit and Loss of the
Company for the financial year ended March 31, 2014.
FINANCIAL RESULTS
The financial highlights for the year under review are presented below:
(in Rs Lacs)
PARTICULARS F.Y. 2013-14 F.Y. 2012-13
Total Income (1882.73) 3179.41
Profit (Loss) before Interest, Tax
and Depreciation (1909.84) 3122.15
Less: Depreciation 0 0
Profit (Loss) before Interest and Taxation (1909.84) 3122.15
Less: Finance Charges 139.40 0.63
Profit (Loss) before Taxation (2049.24) 3121.52
Less: Pre operative & Prel. Expenses w/off 0 24.90
Less: Prior period expenses 0.04 1.81
Less: Provision for Taxation 0 0
- Tax for Previous Year 0 0
- Current Year 0 14.22
Profit (Loss) after Taxation (2049.27) 3080.59
Less : Provision for dividend 0 0
Less: Dividend distribution tax 0 0
Balance Carried to Balance Sheet (2049.27) 3080.59
Earnings Per Share (Rs. per share) (19.40) 29.16
REVIEW OF OPERATIONS:
Your Directors are pleased to inform the Members that the Company has
earned Net Loss of Rs. 20,49,27,000/- as against Net Profit of Rs.
30,80,59,461/- for the corresponding previous year. Your Directors are
further hopeful to continue this increasing trend in coming future.
DIVIDEND:
In view of the requirement of funds for any future expansion of
business operations of the Company, your Board of Directors think fit
not to recommend any dividend for the year ending 31st March, 2014.
DIRECTORS:
In consonance with the provisions of the newly enacted Companies Act,
2013 and taking into consideration the composition of the Board of
Directors, Dr. Kannan Vishwanath retires by rotation and being eligible
offers himself for reappointment at the forthcoming Annual General
Meeting.
The Companies Act, 2013 (the Act) provides for appointment of
independent directors. Sub-section (10) of Section 149 of the Companies
Act, 2013 (effective from April 1, 2014) provides that independent
directors shall hold office for a term of up to five consecutive years
on the Board of a company; and shall be eligible for re-appointment on
passing of ordinary resolution by the shareholders of the company.
Sub-section (1) states that no independent director shall be eligible
for more than two consecutive terms of five years. Sub-section (13)
states that the provisions of retirement by rotation as defined in
sub-sections (6) and (7) of Section 152 of the Act shall not apply to
such independent directors.
The non-executive independent directors were appointed as directors
liable to retire by rotation under the provisions of the erstwhile
Companies Act, 1956. The Board of Directors has been advised that non
executive (independent) directors so appointed would continue to serve
the term that was ascertained at the time of appointment as per the
resolution pursuant to which they were appointed. Therefore, it stands
to reason that only those non-executive (independent) directors who
will complete their present term at the ensuing AGM of the Company in
September 2014, being eligible and seeking re-appointment, be
considered by the shareholders for re-appointment for the first term of
upto five consecutive years upto March 31, 2019.
Non-executive (independent) directors who do not complete their term at
the ensuing AGM, will continue to hold office till the expiry of their
term (based on retirement period calculation) and thereafter would be
eligible for re-appointment for a fixed term in accordance with the
Companies Act, 2013.
Based on the above, Dr. Ullooppee Badade was appointed as an
Independent Director of the Company for a term of five consecutive
years effective from April 1, 2014 upto March 31, 2019.
AUDITORS & AUDITORS REPORT:
M/s. Agarwal, Desai & Shah, Chartered Accountants, Mumbai retire as
Statutory Auditors of the Company at the forthcoming Annual General
Meeting and have given their consent for re-appointment.
Your Directors recommend that they be re-appointed to hold office till
the conclusion of next Annual General Meeting.
As required under the provision of Section 139(1)of the Companies Act,
2013, the company has obtained a written certificate from M/s. Agarwal,
Desai & Shah, Chartered Accountants, to the effect that re-appointment,
if made, would be in conformity with the limits specified in the said
section.
AUDITORS REPORT:
The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Direc- tors, do not call for
further comments.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
1956, the Board of Directors of the Company hereby state and confirm
that:
(i) In the preparation of the Annual Accounts for the financial year
ended on March 31, 2014, the applicable Accounting Standards had been
followed along with proper explanations relating to material
departures;
(ii) 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 of
the Company for that period;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 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.
FIXED DEPOSITS:
The Company has not accepted any fixed deposits during the year ended
March 31, 2014.
PARTICULARS OF EMPLOYEES:
The information required under Sub-Section (2A) of Section 217 of the
Companies Act, 1956 read with Com- panies (Particulars of Employees)
Rules, 1975 duly amended by the Companies (Particulars of Employees)
Rules, 2011 for the year ended 31st March, 2014 is not applicable to
the Company as none of the employees is drawing remuneration more than
the limits presently specified under the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND EXPENDITURE:
Considering the nature of activities of the company, the information
required to be disclosed pursuant to Section 217(1) (e) of the
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988 relating to the conservation of energy and
technology absorption do not apply to the Company. Hence, no comment is
being made on energy conservation. There is no foreign technology
involved/absorbed. During the year under review, the company has not
earned or spent any foreign exchange.
CORPORATE GOVERNANCE:
The Company continues to remain committed for high standards of
corporate governance. The report of corpo- rate governance as per the
requirement of the listing agreement with the stock exchange forms part
of this report as Annexure. The company has complied with all the
requirements of the corporate governance and the same is certified by
Statutory Auditors.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:-
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchange in India, is presented in a separate section forming part of
the Annual Report.
APPRECATION & ACKNOWLEDGEMENT:
The Directors take this opportunity to express their gratitude and
thanks to the Shareholders at large and all its esteemed clients,
Banks, Staff and all the concerned authorities for their continued
support and cooperation.
For and On behalf of the
Board of Directors
KANNAN VISHWANATH
MANAGING DIRECTOR
Place: Mumbai BALKRISHNA PARAB
Date: 14/08 /2014 DIRECTOR
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