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Directors Report of Finaventure Capital Ltd.

Mar 31, 2014

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


Mar 31, 2012

To, The Members OF FINAVENTURE CAPITAL LIMITED

The Directors present their Twenty Seventh Annual Report of the Company together with the Balance sheet and Profit and Loss account of the company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The financial highlights for the year under review are presented below:

(Rs. in Lacs)

PARTICULARS F.Y. 2011-12 F.Y. 2010-11

Total Income - 0.82

Profit (Loss) before Interest, Tax and Depreciation (45.57) (21.72)

Less: Depreciation - -

Profit (Loss) before Interest and Taxation (45.57) (21.72)

Less: Finance Charges 0.13 0.06

Profit (Loss) before Taxation (45.70) (21.77)

Less: Pre operative & Prel. expense. w/off 6.83 6.83

Less: Prior period expenses - 0.34

Less: Provision for Taxation - -

- Tax for Previous Year 2009-10 0.96 -

- Current Year - -

Profit (Loss) after Taxation (53.49) (28.95)

Less : Provision for dividend - -

Less: Dividend distribution tax - -

Balance Carried to Balance Sheet (53.49) (28.95)

Earnings Per Share (Rs. per share) (0.51) (0.27)

REVIEW OF OPERATIONS:

The Company has incurred Net Loss of Rs.53.49 lacs as against Net Loss of Rs.28.95 lacs for the corresponding previous year.

DIVIDEND:

Due to losses for the year under review, your Board is unable to recommend any dividend for the financial year 2011-2012.

DIRECTORS:

During the year under review, Mr. Kashi Vishwanathan and Mr. Balkrishna Parab retire by rotation and being eligible offer themselves for reappointment at the forthcoming Annual General Meeting.

COMPANY SECRETARY & COMPLIANCE OFFICER:

Ms. Smita Tambe, has tendered her resignation as the Company Secretary & Compliance Officer of the Company and Mr. Yogesh Khakre is appointed as the Company Secretary & Compliance Officer in her place w.e.f. June 30, 2012.

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 end of Annual General Meeting.

As required under the provision of section of the Companies Act, 1956, 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, 2012, the applicable accounting standards had been followed along with proper explanations relating to material departure;

(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, 2012.

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, 2012 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 exchanges form part of this report as Annexure. The company has complied with all the requirements of the corporate governance and the same is certified by Practicing Company Secretary.

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 Exchanges in India, is presented in a separate section forming part of the Annual Report.

DEPOSITORY SYSTEM:

As the members are aware, the Company's shares are tradable in electronic form. As on March 31, 2012, 96.94% of the Company's total paid-up Capital representing 10241642 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

APPRECIATION & 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

Kashi Vishwanathan

Chairman

Place: Mumbai Dr. Kannan Vishwanath

Date : 13/08/2012 Managing Director


Mar 31, 2010

The Directors present their Twenty Fifth Annual Report of the company together with the Balance sheet and Profit and Loss account of the company for the financial year ended March 3t, 2010.

FINANCIAL RESULTS

The financial highlights for the year under review are presented below:

(Rs. in Lacs)

PARTICULARS FY 2009-10 FY 2008-09

Total Income 75.00 06.34

Profit (Loss) before Tax and Depreciation 61.90 (22.93)

Less: Depreciation - -

Profit (Loss) before Taxation 61.90 (22.93)

Less: Pre operative & Prel. expnes. w/off 06.83 -

Less: Prior period expenses 00.60 -

Less: Provision for Taxation 07.94 -

Profit (Loss) after Taxation 46.53 (22.93)

Less : Provision for dividend. 10.57 -

Less: Dividend distribution tax . 01.79 -

Balance Carried to Balance Sheet 37.17 (22.93)

Earning Per Share (Rs. per share) 00.44 (00.64)"

REVIEW OF OPERATIONS AND FUTURE OUTLOOK:

The Board of Directors is pleased to inform the Members that as per approval granted by the Members vide Postal Ballot conducted by the Company for its GDR issue; the Company has applied and successfully obtained in-principle approval from the Bombay Stock Exchange Limited.

As the members are aware, the Company changed its name from FINAVENTURE CAPITAL LIMITED to AASDA LIFE CARE LIMITED, the Certificate for such change of name was issued on March 31, 2010, by the Ministry of Corporate Affairs, through the Registrar of Companies, Maharashtra, Mumbai. The Board of Directors proposed such c.me and object change in order to diversify into pharmaceutical industry which is a growth oriented industry and fu^wr sh? augment the financial position of the Company in a big way.

DIVIDEND

The Directors are pleased to recommend a dividend @ 1% i.e. Re.0.10 per equity share of Rs 10/- each for the financial year 2009-2010.

DIRECTORS

Pursuant to section ?56 of the Companies Act, 1956, Mr. Kashi Vishwanathan is liable to retire by rotation and being eligible offers himself for reappointment for the year under review.

Further. Dr Ulooppee Badede and Mr. Dharmpal Badade were appointed as Additional Directors of the Company w.e.t 05/03/2010

Further, Ms. Smita Tambe, is appointed as the Company Secretary in whole time in employment w.e.f. 01/08/2010.

Further, during the year under review, Mr. Vinayak Kudva, Mr. Santosh Kudva and Mr. Deepak Shenoy resigned as Directors of the Company w.e.f. 25/01/2010. Also Mr. Ali Hatim Husain and Mr. Zulfiquar Kamal resigned as Directors of the Company w.e.f. 05/03/2010.

DEPOSITORY SYSTEM

As the members are aware, the Companys shares are tradable in electronic form. As on March 31, 2010, 30.16% of the Companys total paid-up Capital representing 3187390 shares are in dematerialized form. In view of the numerous advantages . offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

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, the applicable accounting standards had been followed along with proper explanations relating to material departure;

(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.

CORPORATE GOVERNANCE

The Companycontinues 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 exchanges form part of this report as Annexure. The company has complied with all the requirements of the corporate governance and the same is certified by the Statutory Auditors.

POSTAL BALLOT CONDUCTED DURING THE YEAR:

Pursuant to the approval received from the members through Postal Ballot conducted by the Company, it has been decided to:

1 Change of name of Company from FINAVENTURE CAPITAL LIMITED to AASDA LIFE CARE LIMITED

2 Alter the object clause of the Company subsequent to change of name

3 Borrow in Excess of Paid-up Capital and free Reserves

4 Change the Statutory Auditors of the Company.

5 Issue ESOP to the employees and Directors of the Company

6 Issue ESOP to the employees and Directors of the subsidiary Company

7 Increase in the authorised share capital of the Company

8 Alter the Articles of Association subsequent to the increase in capital

9 Issue, offer and allot in international offerings any securities including GDRs/ADRs. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year ended March 31, 2010

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) Rule, 1999 for the year ended 31st March, 2010 is not applicable to the Company as none of the employee isdrawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the main object of the Company is changed recently, 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 cannot be provided for the year under review. Hence no comment is being made on energy conservation. There is no foreign technology involved/absorbed, nor, the company has earned or spent any foreign exchange.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32 of the Listing - Agreement entered into-with the Stock Exchange and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDITORS

M/s. Sunil Mistry & Co. Chartered Accountants, Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

Auditors Report as issued by M/s. Sunil Mistry &Co., Chartered Accountants, Auditors of the Company contains some comments for which explanation u/s. 217(3) is given asunder:

Re: Point No. (vii) to Annexure to the Auditors Report:

The Company is in the process of installing internal audit commensurate with the size and nature of its business.

Re: Point No. (xiv) to Annexure to the Auditors Report:

The Board of Directors wish to clarify that the Register of Investments was maintained by the Company; but it was accidently misplaced and not traceable. However, the Company is taking active steps to again prepare the said register of investments.

SUBSIDIARY COMPANY

During the year under review, Aanjaneya Lifecare Limited [formerly Aanjaneya Biotech Limited] became the subsidiary of the Company

Statement pursuant to Section 212 of the Companies Act, 1956 regarding the said Subsidiary Company is annexed to this Report.

APPRECIATION & ACKNOWLEDGEMENT:

The Directors take this opportunity to express their gratitude and thanks to the respected shareholders of the Company, esteemed clients, Banks, SEBI (Securities and Exchange Board of India), Bombay Stock Exchange Limited, Central, State and Local Government for there continued support and co-operation.

For and On behalf of the Board of Directors

KASHI VISHWANATHAN CHAIRMAN



Place: Mumbai KANNAN VISHWANATH

Date : 25/08/2010 Managing Director



 
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