Directors Report of Fervent Synergies Ltd.

Mar 31, 2018

Dear Shareholders,

The Board of Directors is pleased to present herewith the 9^th (Ninth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31, 2018.

The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL PERFORMANCE SUMMARY

The summarized results of your company are given in table below:

Particulars	Financial Year ended 31st March (Rs.)
	2018	2017
Net income from Operations	5,50,74,927	39,14,58,421
Other Income	5,63,042	83,09,619
Total Expenses	4,41,65,917	36,65,46,095
Depreciation	1,03,061	89,397
Profit before Tax	1,13,68,991	3,31,32,548
Tax	30,63,961	90,30,917
Profit after Tax (PAT)	83,05,030	2,41,01,631

BUSINESS PERFORMANCE

During the year under review, Operating Revenue of your Company stood at Rs. 5,50,74,927 as compared to Rs. 39,14,58,421 in previous year.

During the year under review, your Company has earned a net profit of Rs. 83,05,030 as compared to Rs. 2,41,01,631 in previous year.

DIVIDEND

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

RESERVES

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 30.00 Crores. The Issued, Subscribed and Paid up Capital of the Company stood at Rs. 30.00 Crores, as on March 31, 2018. There was no requirement of fresh capital infusion during the year under review.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Statutory Auditors of the Company confirming the compliance, is annexed and forms part of this Annual Report.

The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit as covered under Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014, as amended, from its members or the public during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

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

During the year under review, the Company has continued its food division business & operates in two reportable segments, as identified in accordance with Ind AS-108: ‘Operating Segments’.

FOODS BUSINESS DIVISION:

The health-conscious Indian seems to be gobbling almonds like never before, leading the country to topple China and Spain to emerge as the world’s largest consumer of the nut in recent times. Almond imports into India rose 7 per cent to worth $600 million last year against $560 million in 2016, according to Almond Board of California data. Particularly during the Indian festive season from September to March, the explosive increase in almond import marked 29%.

Almond is high in fiber, protein, and other nutrients. While mainly eaten raw, almond has a variety of culinary uses. It is commonly applied in pastry, cookies, and other sweets. It is also processed as oil to make almond milk and almond flour. Almond flour may replace wheat flour and is a great gluten-free substitute.

World almond production was on the rise in the 2017/18 season and consumption also continued expanding. But your company slowed down its trading in almonds during the year under review as compared to previous year due to anticipation of low margin. he globally rising demand of almond has propelled the upward tendency of almond price over past years. The unprecedented expansion of middle class worldwide largely contributes to the popularity of almond, as consumers are now better aware of and show stronger preference toward healthy food choices.

In 2017, almond market faced growing instability as unexpected frost hit to cause severe damage to California, world’s largest almond supplier. In March 2018, China decided to impose an additional tariff on U.S. almonds, which will take effect in upcoming July. Despite the adverse conditions, rising demand will continue to sustain the USD 21 billion revenue almond industry. While the U.S. is responsible for more than half the world almond production, California is the only state in the U.S. that produces commercial supply. Thus the Californian weather will continue to influence almond price, as it had in the past when California experienced its worst drought in decades in 2015.

FINANCE BUSINESS DIVISION:

The year 2017 was marked by a number of key structural initiatives to build strength across macroeconomic parameters for sustainable growth in the future. The growth in the first half of the year suffered despite global tailwinds. However, the weakness seen at the beginning of 2017, seems to have bottomed out as 2018 set in. Currently, the economy seems to be on the path to recovery, with indicators of industrial production, stock market index, auto sales and exports having shown some uptick. We believe that India’s economic outlook remains promising for FY17-18 and is expected to strengthen further in FY18-19. However, the signs of green shoots should not be taken for granted as downside risks remain.

During 2016, India’s real interest rates followed a downward global trend. However after this the rates started shifting upwards which affected investment activity, led to currency appreciation and resulted in subdued export activity.

The credit growth has remained subdued due to the twin balance sheet problem that India has been facing. The issue here is that balance sheets of Indian companies and banks both have been under stress. While Indian companies remain over-leveraged, the banks are reeling under high nonperforming assets.

Your company continued displaying strong financial discipline across macroeconomic cycles withstanding domestic and global adversaries, coming out safer and confident of its execution skills and competency. The management kept a close view on churning the assets, wherever necessary, to improve overall yields, but preservation of capital has been focused priority for your company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

1. The steps taken or impact on conservation of energy: Though our operations are not energy -intensive, efforts have been made to conserve energy by utilizing energy efficient equipments.

2. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.

3. The capital investment on energy conservation equipments : Not applicable

Your Company firmly believes that our planet is in need of energy resources and conservation is the best policy.

B. Technology Absorption:

1. The efforts made towards technology absorption : Not Applicable

2. The benefits derived like product improvement, cost reduction, product development or import substitution : Not Applicable

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company.

4. The expenditure incurred on Research and Development: Nil

PARTICULARS OF EMPLOYEES

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.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of Remuneration of Directors of the Company to the median employees remuneration and other details will be provided upon request.

B. Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Vijay Thakkar, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in 149(6).

Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Sanjay Thakkar - Managing Director, Karan Thakkar - CFO & Rashmi Kumari - Company Secretary.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of The (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

BOARD MEETINGS

During the year under review, the Company has conducted 5 Board Meetings on 10^th April, 2017, 25^th May, 2017, 14^th September, 2017, 9^th November 2017 and 08^th February, 2018. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

AUDIT COMMITTEE

The Audit Committee was constituted on 23^rd August, 2011. The Committee now comprises Nitin Parikh as Chairman, and Jagdish Mehta, Rajesh Maheswari and Falguni Mehta act as Members of the Committee.

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.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013. The role and terms of reference of the Nomination and Remuneration Committee cover the matters specified under Part D of the Schedule II of (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 178 of the Companies Act, 2013.

STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Committee comprises of Rajesh Maheshwari as Chairman, Nitin Parikh, Falguni Mehta and Jagdish 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.

WHISTLE BLOWER POLICY / VIGIL MECHANISMS

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.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in any nature of business of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements, for the year under review, conform in their entirety to the requirements of the Companies Act, 2013.

Pursuant to Section 134(5) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

S in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

S the Directors have 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 and loss of the company for that period;

S the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

S the Directors have prepared the annual accounts on a going concern basis;

S that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and S the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

The Statutory Auditors M/s. Vishal H Shah & Associates, Chartered Accountants who were appointed at the last AGM, to hold office as Statutory Auditors of the Company for a period of five (5) consecutive year commencing from the conclusion of 8^th (Eighth) Annual General Meeting till the Conclusion of 13^th (Thirteenth) Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting be and are hereby re-appointed as the Statutory Auditors of the Company subject to ratification by members at the Annual General Meeting.

The Company had received certificates from M/s. Vishal H Shah & Associates, Chartered Accountants, confirming their eligibility and willingness for their appointment pursuant to Section 139(1) of the Companies Act, 2013.

Members are requested to approve the re-appointment of auditors.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, Secretarial Audit has been carried out by M/s. Sanjay Dholakia & Associates, Practising Company Secretary and report pertaining to such audit is annexed as Annexure 5 and forms part of the Board Report.

OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR

There were no qualifications contained in the Auditors Report and Secretarial Audit Report and therefore, there are no further explanations to be provided for in this Report.

RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts or arrangements, which are not in ordinary course of business, with related parties referred to in Section 188(1) of the Companies Act, 2013. A separate Annexure 1 in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

RISK MANAGEMENT POLICY

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of the Directors’ report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There was no any transaction entered into by the Company during the year ended March 31, 2018 which attracted the provisions of Section 186 of the Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

From Corporate Tax perspective, apart from Industry based tax litigations, revenue authorities or tribunal or court, have not passed any order impacting going concern status of the organization.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure 6 herewith.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Directors state that during the year under review there were no cases filed / pending.

OTHER DISCLOSURE

S Your Company has not issued any shares with differential voting.

S There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

S Your Company has not issued any sweat equity shares.

ACKNOWLEDGEMENTS

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 committed 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.

By order of the Board

For Fervent Synergies Limited

Vijay Thakkar

Chairman

DIN: 01276104 Mumbai, May 24, 2018

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Mar 31, 2014

The Board of Directors is pleased to present herewith the Fifth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(in Rupees)

Particulars For the year ended 31/03/2014 31/03/2013

Operating Revenues 2,62,92,811 2,40,50,909

Profit before Depreciation & Amortization 2,03,42,716 88,31,662

Depreciation & Amortization 5,00,818 5,90,311

Profit/(Loss) before tax 1,98,41,898 82,41,351

Provision for taxation (incl. deferred tax) 65,35,606 25,47,641

Balance Profit/(Loss) transferred to Reserves 1,33,06,292 56,93,710



DIVIDEND

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

DIRECTORS

Mr. Sanjay P. Thakkar and Mr. Jagdish C. Mehta who retire by rotation and Mr. Karan V. Thakkar who was appointed as an Additional Director of the Company on 3rd December, 2013, being eligible offer themselves for re-appointment.

A brief resume of Mr. Sanjay P. Thakkar, Mr. Karan V. Thakkar and Mr. Jagdish C. Mehta, nature of experience and the names of the Companies in which they hold directorship and membership/chairmanship of the Board/Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the Report on Corporate Governance forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, subject to disclosures in the annual accounts, as also on the basis of discussions with the Statutory Auditor of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) that the Directors have followed appropriate accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review;

iii) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956

There are no employees who are in receipt of remuneration of Rs. 60,00,000/- or more per annum if employed throughout the year under review or Rs. 5,00,000/- or more per month if employed for part of the year under review in terms of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance along with the certificate from M/s. Nitin Pota & Associates, Chartered Accountants, Statutory Auditors of the Company on compliance thereof, pursuant to Clause 49 of the Listing Agreement, forms an integral part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion & Analysis Report forms an integral part of this report.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit as covered under Section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 from public during the year under review.

AUDITORS

M/s. Nitin Pota & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has obtained a certificate from them to the effect that their re-appointment, if made would be in conformity with the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the conservation of energy and technology absorption is not being given, since the company is not engaged in any manufacturing activity. The information on foreign exchange earnings and outgo is as under:

(Amount in Rs.)

Current year Previous year

Total Foreign Exchange Earnings NIL NIL

Total Foreign Exchange Outgo 6,17,684 NIL

LISTING

The Company is listed with the Bombay Stock Exchange (BSE), Mumbai.

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 committed 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 sd/-

Place: Mumbai Vijay P. Thakkar

Date :April 28,2014 Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Board of Directors is pleased to present herewith the Fourth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.) YEAR ENDED YEAR ENDED 31/03/2013 31/03/2012

Profit / (Loss) before Depreciation 88,31,662 95,52,395 Depreciation & Amortization 5,90,311 7,68,021

Profit / (Loss) before tax 82,41,351 87,84,374

Provision for taxation / (MAT credit) 25,47,641 15,06,801

Balance Profit / (Loss) transferred to Reserves 56,93,710 72,77,573



DIVIDEND

In view of Company''s expansion plans and to support the fund requirements of the Company to stimulate growth, your Board of Directors are not recommending any dividend for the current year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, subject to disclosures in the annual accounts, as also on the basis of discussions with the Statutory Auditor of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) that the Directors have followed appropriate accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review;

iii) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company. Also there are no foreign exchange earnings or outgo.

FIXED DEPOSITS

The Company has not accepted any deposits from public.

DIRECTORS

Mr. Nitin Parikh and Mr. Rajesh Maheshwari who retire by rotation, being eligible offer themselves for re- appointment.

A brief resume of Mr. Nitin Parikh and Mr. Rajesh Maheshwari nature of experience and the names of the Companies in which they hold directorship and membership/chairmanship of the Board/Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the Report on Corporate Governance forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the company is in receipt of remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report is made a part of the Annual Report.

LISTING

The Company''s equity shares are listed on the Bombay Stock Exchange Limited. Listing Fees for the year 2013-14 has already been paid.

AUDITORS

M/s. Nitin Pota & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co-operation and contributions made by them at all levels.

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

Place : Mumbai Vijay Thakkar

Date : May 30, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Board of Directors is pleased to present herewith the Third Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(in Rs.) YEAR ENDED YEAR ENDED 31/03/2012 31/03/2011

Profit / (Loss) before Depreciation 95,52,395 16,11,999

Depreciation & Amortization 7,68,021 6,13,385

Profit / (Loss) before tax 87,84,374 9,98,614

Provision for taxation / (MAT credit) 15,06,801 (2,37,904)

Balance Profit / (Loss) transferred to Reserves 72,77,573 12,36,518

DIVIDEND

In view of Company's expansion plans and to support the fund requirements of the Company to stimulate growth, your Board of Directors are not recommending any dividend for the current year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, subject to disclosures in the annual accounts, as also on the basis of discussions with the Statutory Auditor of the Company from time to time, we state:

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) that the Directors have followed appropriate accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review;

iii) that the Directors have 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) that the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company. Also there are no foreign exchange earnings or outgo.

FIXED DEPOSITS

The Company has not accepted any deposits from public.

DIRECTORS

Mr. Vijay Thakkar and Mr. Ashok Gohil who retire by rotation, being eligible offer themselves for re-appointment.

A brief resume of Mr. Vijay Thakkar and Mr. Ashok Gohil, nature of experience and the names of the Companies in which they hold directorship and membership/chairmanship of the Board/Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are provided in the Report on Corporate Governance forming part of the Annual Report.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the company is in receipt of remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report is made a part of the Annual Report.

LISTING

The Company's equity shares are listed on the Bombay Stock Exchange Limited. Listing Fees for the year 2012-13 has already been paid.

AUDITORS

M/s. Nitin Pota & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co-operation and contributions made by them at all levels.

Registered Office: By order of the Board of Directors,

B/7-8, Satyam Shopping Centre, For Fervent Pharma Synergies Limited

M G Road, Ghatkopar (E)

Mumbai - 400077

Place : Mumbai Vijay Thakkar

Date : June 21, 2012 Chairman & Managing Director

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Mar 31, 2011

The Board of Directors is pleased to present herewith the Second Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Figure in Rs.) YEAR ENDED PERIOD ENDED 31/03/2011 31/03/2010

Profit / (Loss) before Depreciation 16,11,999 5,62,755

Depreciation 1,09,899 Nil

Preliminary Expenses w/off 5,03,486 91,994

Profit / (Loss) before tax 9,98,614 4,70,761

Provision for taxation/(MAT credit) (2,37,904) 1,48,823

Balance Profit / (Loss) transferred to Reserves 12,36,518 3,21,938

DIVIDEND

In view of Company's expansion plans and to support the fund requirements of the Company to stimulate growth, your Board of Directors are not recommending any dividend for the current year.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956, subject to disclosures in the annual accounts, as also on the basis of discussions with the Statutory Auditor of the Company from time to time, we state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

ii) That the Directors have followed appropriate accounting policies and applied them consistently and made judgment and estimates that were 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 or loss of the Company for the year under review;

iii) That the Directors have 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) That the Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Repel of Board of Directors) Rules, 1988, your Directors wish to state that the same is not applicable to the Company. Also there are no foreign exchange earnings or outgo.

FIXED DEPOSITS

The Company has not accepted any deposits from public.

DIRECTORS

Mr. Sanjay Thakkar who retires by rotation and is, being eligible offers himself for re-appointment. Mr. Nitin Parikh, Mr. Rajesh Maheshwari and Mr. Jagdish C. Mehta were appointed as Additional Directors of the Company w.e.f. 1st July, 2011,22nd July, 2011 and 23rd August, 2011 respectively pursuant to Section 260 of the Companies Act, 1956. Their terms as Director expire at the forthcoming Annual General Meeting. The Company in turn has received notice from members proposing the candidatures of Mr. Nitin Parikh, Mr. Rajesh Maheshwari and Mr. Jagdish C. Mehta as Directors under Section 257 of the Companies Act, 1956 along with the requisite fees. The Board recommends their appointments.

A brief resume of Mr. Nitin Parikh, Mr. Rajesh Maheshwari and Mr. Jagdish C. Mehta, nature of experience and the names of the Companies in which they hold directorship and membership/chairmanship of the Board/ Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is provided in the Report on Corporate Governance forming part of the Annual Report.

AMALGAMATION

Pursuant to the Scheme of Amalgamation ('the scheme') as sanctioned by the Honorable High Court of Bombay vide its order dated on 6th May 2011, Midas Pharmasec Ltd. (MPL) and Yew Investment Pvt. Ltd. (Yew) have been merged with the Company. The Company has made an application for listing of its equity shares on the Bombay Stock Exchange Limited. The Company's paid up Capital post amalgamation stands at Rs.25 Crores.

PARTICULARS OF EMPLOYEES

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are not given as no Employee of the company is in receipt of remuneration of Rs.60,00,000/- per annum or Rs. 5,00,000/- per month.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report is made a part of the Annual Report.

LISTING

The Company has made an application for listing of its equity shares on the Bombay Stock Exchange Limited.

Listing Fees for the year 2011-12 has already been paid.

AUDITORS

M/s. Nitin Pota & Associates, Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a certificate from them to the effect that their re-appointment, if made would be within the prescribed limits specified under Section 224(1 B) of the Companies Act, 1956.

ACKNOWLEDGMENT

The Board wishes to place on records its appreciation to all its Shareholders, Customers, Bankers, Stock Exchange Authorities and Employees for the co-operation and contributions made by them at all levels.

Registered Office: By order of the Board of Directors,

B/7-8, Satyam Shopping Centre, For Fervent Pharma Synergies Limited

M G Road, Ghatkopar (E)

Mumbai - 400077

Place : Mumbai Vijay Thakkar

Date : August 23, 2011 Chairman & Managing Director