(Disclosures u/s. 134(3) of the Companies Act 2013 read withCompanies(Accounts) Rules 2014)
The Board of Directors is pleased to present herewith the 13 th(Thirteen) Annual Report of your Company together with the Audited Statement of Accountsfor the year ended March 31 2022.
The Management Discussion and Analysis has also been incorporated intothis report.
FINANCIAL PERFORMANCE SUMMARY
The summarized results of your company are given in table below:
| ||Financial Year ended 31stMarch |
|Particulars ||(Rs. in Lakhs) |
| ||2021-2022 ||2020-2021 |
|Net income from Operations ||68.03 ||221.13 |
|Other Income ||1.80 ||0.43 |
|Total Expenses ||85.91 ||194.46 |
|Depreciation ||3.73 ||3.65 |
|Profit before Tax ||(19.80) ||23.45 |
|Tax (Including prior years) ||3.96 ||5.99 |
|Profit after Tax (PAT) ||(23.77) ||17.46 |
During the year under review Operating Revenue of your Company stoodat Rs.68.03 lakhs as compared to Rs.221.13 lakhs in previous year; your Company has earneda net loss of Rs. 23.77 lakhs as compared to Profit of Rs.17.46 lakhs in previous year.
The spread of COVID-19 pandemic affected activities of Businessesacross the globe. In many countries including India there has been severe disruption toregular business operations due to lock-downs disruptions in transportation travel bansquarantines social distancing and such other emergency measures. In assessing therecoverability of receivables inventories loans and other financial assets the Companyhas considered internal and external information up to the date of approval of thefinancial statements. Considering the uncertainties involved in estimating the impact ofthis pandemic the future impact of this pandemic may be different from those estimated ason the date of approval of these financial statements.
To consolidate the future position of the Company and support the fundrequirements to stimulate growth your Board of Directors regret their inability torecommend any dividend for the year.
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.
The Authorised Share Capital of the Company is Rs. 30.00 Crores. TheIssued Subscribed and Paid up Capital of the Company stood at Rs. 30.00 Crores as onMarch 31 2022. There was no requirement of fresh capital infusion during the year underreview.
There was no change in the Registered Office of the Company during theFinancial Year under review.
The present address of the Registered Office is as follows: B-7/8Satyam Shopping Centre M.G. Road Ghatkopar East Mumbai- 400077
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review there is no change in any nature ofbusiness of the company.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY
There no material changes and commitments affecting the financialposition of the Company which has occurred between the end of the financial year of theCompany i.e. March 31 2022 and the date of the Directors? report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS
From Corporate Tax perspective apart from Industry based taxlitigations revenue authorities or tribunal or court have not passed any order impactinggoing concern status of the organization.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Karan Thakkar Director of the Company retires by rotation at theensuing Annual General Meeting of the Company and being eligible offers himself forre-appointment.
Pursuant to provisions of section 203 of the Act the Key ManagerialPersonnel of the Company are Mr. Sanjay Thakkar - Managing Director
Mr. Karan Thakkar - CFO
Ms. Pooja Sanghavi - Company Secretary
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year there has been no change in the constitution of Boardof Directors of the Company during the financial year 2021-2022.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have provided the declaration ofIndependence as required pursuant to Section 149(7) of the Act stating that they meetthe criteria of Independence as provided in 149(6).
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTESINDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR
In terms of the provisions of clause (e) of section 134(3) read withSection 178(3) of Companies Act 2013 the Nomination and Remuneration Committee whileappointing a Director takes into account the following criteria for determiningqualifications positive attributes and independence:
Qualification: Diversity of thought experience industry knowledgeskills and age.
Positive Attributes: Apart from the statutory duties andresponsibilities the Directors are expected to demonstrate high standard of ethicalbehavior good communication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets thecriteria laid down in Section 149(6) of the Companies Act 2013 the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations 2015.
During the year under review the Company has conducted 4 (Four) BoardMeetings.
|No. ||Date of Board Meeting |
|1 ||17th June 2021 |
|2 ||29th July 2021 |
|3 ||21st October 2021 |
|4 ||20th January 2022 |
The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013. AUDIT COMMITTEE
The Audit Committee was constituted on 23rd August 2011.The Committee now comprises Mr. Nitin Parikh as Chairman and Mr. Rajesh Maheswari andMrs. Falguni Mehta as Members of the Committee.
The Managing Director and the Chief Financial Officer are permanentinvitees to the meetings. The details of all related party transactions if any areplaced periodically before the Audit Committee.
During the year there were no instances where the Board had notaccepted the recommendations of the Audit Committee.
Four Audit Committee meetings were held during the year as below.
|No. ||Date of Audit Committee Meeting |
|1 ||17th June 2021 |
|2 ||29th July 2021 |
|3 ||21st October 2021 |
|4 ||20th January 2022 |
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committeepursuant to Section 178(1) of the Companies Act 2013.The role and terms of reference ofthe Nomination and Remuneration Committee cover the matters specified under Part D of theSchedule II of (Listing Obligations and Disclosure Requirements) Regulations 2015 as wellas in Section 178 of the Companies Act 2013.
The Committee now comprises Mrs. Falguni Mehta as Chairman Mr. NitinParikh and Mr. Rajesh Maheswari as Members of the Committee.
One Nomination and Remuneration Committee meeting was held during theyear as below.
|No. ||Date of Nomination and Remuneration Committee Meeting |
|1 ||17th June 2021 |
STAKEHOLDER?S RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee now comprises of Mr. RajeshMaheswari as Chairman and Mr. Nitin Parikh and Mrs. Falguni Mehta as members of theCommittee. The main function of the Committee is to review and redress variousinvestors? complaints and express its satisfaction with the Company?sperformance in dealing with their grievances; the company?s share transfer systemtransfers transmissions split consolidation etc.
One Stakeholders Relationship Committee meeting was held during theyear as below.
|No. ||Date of Stakeholders Relationship Committee Meeting |
|1 ||17th June 2021 |
WHISTLE BLOWER POLICY / VIGIL MECHANISMS
The Company has a vigil mechanism to deal with instance of fraud andmismanagement if any. It ensures that strict confidentiality is maintained whilst dealingwith concerns and also no discrimination will be meted out to any person for a genuinelyraised concern. Any suspected or confirmed incident of fraud / misconduct can be reportedthereof.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 regarding theprovisions Corporate Social Responsibility is not applicable to the Company as the Companyis not falling under the said parameters.
RISK MANAGEMENT POLICY
There is a continuous process for identifying evaluating and managingsignificant risks faced through a risk management process designed to identify the keyrisks facing business. Risks would include significant weakening in demand from core-endmarkets inflation uncertainties and any adverse regulatory developments etc. During theyear a risk analysis and assessment was conducted and no major risks were noticed.
The Auditors M/s. Vishal Shah & Associates Chartered AccountantsMumbai retire at the conclusion of the ensuing Annual General Meeting. The Board ofDirectors in their meeting held on 04th August 2022 has proposed theappointment of M/s. S H Dama & Associates (FRN No.: 125932W) Chartered Accountantsas auditors of the company for a period five years from the conclusion of this annualgeneral meeting till the conclusion of 18th annual general meeting.
The remuneration payable to the Statutory Auditors shall be determinedby the Board of Directors based on the recommendation of the Audit Committee.
The Auditors of the Company have not reported any fraud as specifiedunder second proviso of Section 143 (12) of the Companies Act 2013.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 Secretarial Audithas been carried out by M/s. Sindhu Nair & Associates Practicing Company Secretaryand report pertaining to such audit is annexed as Annexure 6 and forms part of the BoardReport.
The provisions of Cost audit as prescribed under Section 148 of theCompanies Act 2013 are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Regulation 17of The (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually 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 wasevaluated taking into account views of the executive director and non - executivedirectors.
RELATED PARTY TRANSACTIONS
The Company has not entered into any contracts or arrangements whichare not in ordinary course of business with related parties referred to in Section 188(1)of the Companies Act 2013. A separate Annexure 1is annexed as Form No. AOC-2 in terms ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is given.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The Company has complied with the provisions of Section 186 of theCompanies Act 2013 for loans guarantees and investments read with Companies (Meeting ofBoard and its Powers) Rules 2014.
During the year under review the Company has not accepted any depositas covered under Chapter V of the Act read with Companies (Acceptance of Deposits) Rules2014 as amended from its members or the public during the year under review.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary / Joint Venture / AssociateCompanies at present.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with corporate governance requirements underthe Companies Act 2013 and as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. A separate section on corporate governanceunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 alongwith the certificate from the Statutory Auditors of the Company confirming the complianceis annexed as Annexure 2 and forms part of this Annual Report. The Company has compliedwith the Secretarial Standards issued by Institute of Company Secretaries of India onMeeting of Board of Directors and General Meetings.
ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN
The Annual Return as provided under Section 92 of the Act is availableon the website of the Company at www.ferventsynergies.com.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE & DEVELOPMENTS OPPORTUNITIES & THREATSSEGMENTWISE PERFORMANCE OUTLOOK RISKS & CONCERNS
During the year under review the Company has continued its fooddivision business & operates in two reportable segments as identified in accordancewith Ind AS-108: Operating Segments?.
OVERVIEW: INDIAN ECONOMY
While India's growth outlook for the year ahead remains bright drivenby private consumption and elevated public spending but risks remain the biggest ofwhich is inflation. While RBI?s stance remains accommodative in order to supportgrowth ensuring that inflation remains within the target going forward shall be key for asustainable
growth environment. However a downside to this is any further increasein the rates may force Banks and NBFCs to further increase their lending rates and thusaffecting consumption and capital expenditure.
The deceleration this year could be attributed to the COVID-19 inducedeconomic slowdown and weak demand. However some growth was seen in an adversemacroeconomic environment pointing to the resilience of business which were able tocushion the impact of the pandemic on their balance sheets through quick adoption oftechnology policy support and reasonably strong fundamentals.
Loss of income and livelihoods and subsequent fall in consumptiondemand as well as discretionary spending resulted in growth remaining in a modest zone incontrast to their usual robust trend.
Your company continued to maintain strong financial discipline. Themanagement kept a close view on churning the assets wherever necessary to improveoverall yields. The priority of the company though was preservation of capital funds.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
A. Conservation of Energy:
1. The steps taken or impact on conservation of energy: Though ouroperations are not energy - intensive efforts have been made to conserve energy byutilizing energy efficient equipments.
2. The steps taken by the Company for utilizing alternate sources ofenergy: The Company is using electricity as the main source of energy and is currently notexploring any alternate source of energy.
3. The capital investment on energy conservation equipments : Notapplicable
Your Company firmly believes that our planet is in need of energyresources 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 reductionproduct development or import substitution: Not Applicable
3. In case of imported technology (imported during the last three yearsreckoned from the beginning of the financial year): No technology has been imported by theCompany.
4. The expenditure incurred on Research and Development: Nil
C. Foreign exchange Earnings and Outgo: (Amount in Rs.)
| ||Current year ||Previous year |
|Total Foreign Exchange Earnings ||Nil ||Nil |
|Total Foreign Exchange Outgo ||Rs. 362483 ||Rs. 115544 |
PARTICULARS OF EMPLOYEES
A. Details of the ratio of the remuneration of each director to themedian employee?s remuneration and other details as required pursuant to Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The information required under Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 in terms of Remuneration ofDirectors of the Company to the median employees remuneration and other details may beprovided upon request.
B. Details of every employee of the Company as required pursuant to5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Company has no such employee drawing remuneration more than mentionunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
DIRECTORS? RESPONSIBILITY STATEMENT
The Directors would like to assure the members that the FinancialStatements for the year under review conform in their entirety to the requirements ofthe Companies Act 2013.
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsto the best of their knowledge and belief confirm that:
in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a goingconcern basis;
that proper internal financial controls were in place and thatthe financial controls were adequate and were operating effectively; and
the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
LISTING OF SHARES
The Company's shares are listed at BSE Ltd. and the Company has paidListing fees to BSE Limited.
All the assets of the Company are adequately insured.
The relationship of your company with its employees remained cordialthroughout the year. The Company is paying full attention in the development of HumanResources at all levels by group discussions job related training etc.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 your Directors state that during the year underreview there were no cases filed / pending.
As per SEBI Listing Regulations the Corporate Governance Report withthe Auditors? Certificate thereon and the integrated Management Discussion andAnalysis including the Business Responsibility Report are attached which forms part ofthis report.
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
S Your Company has not issued any shares with differential voting.
S There was no revision in the financial statements from the end of theFinancial Year to date of the Directors Report.
S Your Company has not issued any sweat equity shares.
Your Directors would like to express their grateful appreciation forthe assistance and co-operation received from all organizations connected with itsbusiness during the year under review. They wish to place on record their deep sense ofappreciation for the committed services of Executives and Staff of the Company. Y ourDirectors are also deeply grateful for the confidence and faith shown by the Shareholdersof the Company in them.
|By order of the Board |
|For Fervent Synergies Limited |
|Vijay Thakkar |
|DIN: 01276104 |
|Place: Mumbai |
|Date: 4th August 2022 |