Finaventure Capital Ltd Directors Report

To,

The Members,

FINAVENTURE CAPITAL LIMITED

Your 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 Directors, 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 Companies (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 corporate 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.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-

Managements 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
	MANAGINGDIRECTOR
Place: Mumbai	BALKRISHNA PARAB
Date: 14/08 /2014	DIRECTOR