Fervent Synergies Ltd Management Discussions.

INDUSTRY STRUCTURE & DEVELOPMENTS, OPPORTUNITIES & THREATS, SEGMENTWISE PERFORMANCE, OUTLOOK, RISKS & CONCERNS

As per estimates provided by the International Monetary Fund (April 2016), World GDP growth decelerated to 3.1% in 2015 from 3.4% in 2014. Global economic activity weakened amid increasing financial market volatility, especially in the second half of 2015. The Indian economy consolidated the gains achieved in restoring macroeconomic stability, a process that began in FY 2014-15.

India is the oasis in a desert: Where most economies are facing headwinds to growth, concerted efforts by the government and RBI have enabled a right mix of growth and inflation to emerge. The government’s efforts at reviving capex amid its focus on infrastructure sectors like roads, railways, ports, and power are creating new avenues for growth. IMD’s forecast for above normal monsoon after 2 consecutive years of below par performance is likely to give a boost to consumption.

The company’s main business during the year was lending short term funds and investment in term deposits, shares and other securities, for earning business income and capital gains in line with continuation of business activities of its amalgamating companies. All the activities of the Company are currently related to the same during the year. As such, there are no separate reportable segments. The management is expecting to close in on a new business venture soon.

Your company has displayed strong financial health across macroeconomic cycles withstanding domestic and global adversaries, coming out stronger and confident of its execution skills and competency. The management keeps a close view on churning the assets, wherever necessary, to improve overall yields on the loan book of your company, demonstrating strong credit appraisal & structuring skills, sectoral knowledge and relationship management.

An ongoing challenge faced by the finance industry is increasing stress and asset quality concerns. Preservation of capital has been focused priority for your company .The Company is exposed to specific risks that are particular to its business, including operational risk, market risk and credit risk. The management continuously assesses the risks and monitors the business and risk management policies to minimize the risk.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the auditors confirming the compliance, is annexed as Annexure 3 and forms part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted on 23rd August, 2011. The Committee now comprises Nitin Parikh as Chairman, with Jagdish Mehta, Rajesh Maheswari and Falguni Mehta as members. The Managing Director and the Chief Financial Officer are permanent invitees to the meetings. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013 and has defined the policy on Directors’ and Senior Managements’ appointment and payment of remuneration including criteria for determining their qualifications, positive attributes and independence of a Director.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Committee comprises of Rajesh Maheswari as Chairman, with Nitin Parikh, Jagdish Mehta and Falguni Mehta as members of the Committee. The main function of the Committee is to review and redress various investors’ complaints and express its satisfaction with the Company’s performance in dealing with their grievances; the company’s share transfer system, transfers, transmissions, split, consolidation, etc.

MANAGERIAL REMUNERATION

A. Details of the ratio of the remuneration of each director to the median employee’s remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

B. Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - The Company has no such employee drawing remuneration more than that mentioned under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any Subsidiaries or Joint Ventures or Associate companies, as defined under the Companies Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the conmitted services of Executives and Staff of the Company Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.

Registered Office: By order of the Board of Directors,
B/7-8, Satyam Shopping Centre, For Fervent Synergies Limited
M G Road, Ghatkopar (E)
Mumbai - 400077
Vijay P. Thakkar
Place : Mumbai Chairman & Managing Director
Date : May 2, 2016 DIN: 01276104