(Disclosures u/s.134(3) of the Companies Act 2013 read with Companies
(Accounts) Rules 2014)
The Board of Directors is pleased to present herewith the 12th (Twelfth)Annual Report of your Company together with the Audited Statement of Accounts for theyear ended March 31 2021.
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.in Lakhs)
|2020-2021 ||2019-2020 |
|Net income from Operations ||221.13 ||735.49 |
|Other Income ||0.42 ||2.61 |
|Total Expenses ||194.46 ||704.84 |
|Depreciation ||3.65 ||2.43 |
|Profit before Tax ||23.45 ||30.83 |
|Tax ||5.99 ||7.22 |
|Profit after Tax (PAT) ||17.46 ||23.61 |
During the year under review Operating Revenue of your Company stood at Rs.221.13lakhs as compared to Rs.735.49 lakhs in previous year; your Company has earned a netprofit of Rs. 17.46 lakhs as compared to Rs.23.61 lakhs in previous year.
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID-19) on February 11 2020. In enforcing social distancing to contain thespread of the disease our offices and client offices all over the world have beenoperating with minimal or no staff for extendedperiods of time. Our teams reacted withspeed and efficiency and quicklyleveraged technology to shift the workforce to anentirelynew work-from- home' model.
The outbreak of corona virus(COVID-19) pandemic globally and inIndia is causingsignificant disturbanceand slowdown of economic activity.Operations and revenue havebeenimpacted due to COVID-19.
To consolidate the future position of the Company and support the fund requirements tostimulate growth your Board of Directors regret their inability to recommend any dividendfor the year.
The whole profit after tax has been transferred to P&L surplus. There is no amountthat has been proposed to be carried to any other reserves.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review there is no change in any nature of business of thecompany.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2021 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 tax litigations revenueauthorities or tribunal or court have not passed any order impacting going concern statusof the organization.
The Authorised Share Capital of the Company is Rs. 30.00 Crores. The Issued Subscribedand Paid up Capital of the Company stood at Rs. 30.00 Crores as on March 31 2021. Therewas no requirement of fresh capital infusion during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Vijay Thakkar Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offers himself for re-appointment.
Pursuant to provisions of section 203 of the Act the Key Managerial Personnel of theCompany are Mr. Sanjay Thakkar - Managing Director
Mr. Karan Thakkar - CFO
Ms. Pooja Sanghavi - Company Secretary (Appointed on 06th August 2020)
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Ms. SaritaKhamwani was appointed as a Company Secretary and complianceofficer w.e.f. 08th May 2020 and resigned from the post of Company Secretaryand compliance officer w.e.f. 18th June 2020.
Ms. Pooja Sanghavi was appointed as a Company Secretary and compliance officer w.e.f.06th August 2020 and further there has been no change in the constitution of Board ofDirectors of the Company during the financial year 2020-2021.
Re-Appointment of Mrs. Falguni Mehta (DIN: 01612198) as an Independent Director of theCompany
The Board of Directors of the Company at its meeting held on 17th June2021 has subject to the approval of members re-appointed Mrs. Falguni Mehta (DIN:01612198) as an Independent Director of the Company for a period of Five years witheffect from 01st April 2021 on the terms and conditions as recommended by theNomination and Remuneration Committee of the Board and approved by the Board.
It is proposed to seek members' approval for the re-appointment of Mrs. Falguni Mehta(DIN: 01612198) as an Independent Director of the Company in terms of the applicableprovisions of the Act.
Re-Appointment of Mr. Nitin Bhalchandra Parikh (DIN: 00717297) as an IndependentDirector of the Company
The Board of Directors of the Company at its meeting held on 17th June2021 has subject to the approval of members re-appointed Mr. Nitin Bhalchandra Parikh(DIN: 00717297) as an Independent Director of the Company for a period of Five years witheffect from 01st April 2021 on the terms and conditions as recommended by theNomination and Remuneration Committee of the Board and approved by the Board.
It is proposed to seek members' approval for the re-appointment of Mr. NitinBhalchandra Parikh (DIN: 00717297) as an Independent Director of the Company in terms ofthe applicable provisions of the Act.
Re-Appointment of Mr. Rajesh Manekji Maheswari (DIN: 02375795) as an IndependentDirector of the Company
The Board of Directors of the Company at its meeting held on 17th June2021 has subject to the approval of members re-appointed Mr. Rajesh Manekji Maheswari(DIN: 02375795) as an Independent Director of the Company for a period of Five years witheffect from 01st April 2021 on the terms and conditions as recommended by theNomination and Remuneration Committee of the Board and approved by the Board.
It is proposed to seek members' approval for the re-appointment of Mr. Rajesh ManekjiMaheswari (DIN: 02375795) as an Independent Director of the Company in terms of theapplicable provisions of the Act.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Act stating that they meet the criteria ofIndependence as provided in 149(6).
CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE AND OTHERMATTERS CONCERNING A DIRECTOR
In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) ofCompanies Act 2013 the Nomination and Remuneration Committee while appointing aDirector takes into account the following criteria for determining qualificationspositive attributes and independence:
Qualification: Diversity of thought experience industry knowledge skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behaviour goodcommunication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets the criteria laiddown in Section 149(6) of the Companies Act 2013 the Rules framed thereunder andRegulation 16(1)(b) of the Listing Regulations 2015.
During the year under review the Company has conducted Eight Board Meetings.
|No. ||Date of Board Meeting |
|1 ||08th May 2020 |
|2 ||11th June 2020 |
|3 ||30th July 2020 |
|4 ||06th August 2020 |
|5 ||31st August 2020 |
|6 ||22nd October 2020 |
|7 ||28th January 2021 |
|8 ||25th March 2021 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. AUDIT COMMITTEE
The Audit Committee was constituted on 23rd August 2011. The Committee nowcomprises Mr. Nitin Parikh as Chairman and Mr. Rajesh Maheswari and Ms. Falguni Mehta asMembers of the Committee.
The Managing Director and the Chief Financial Officer are permanent invitees to themeetings. The details of all related party transactions if any are placed periodicallybefore the Audit Committee.
During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company has constituted a Nomination and Remuneration Committee pursuant to Section178(1) of the Companies Act 2013.The role and terms of reference of the Nomination andRemuneration Committee cover the matters specified under Part D of the Schedule II of(Listing Obligations and Disclosure Requirements) Regulations 2015 as well as in Section178 of the Companies Act 2013.
The Committee now comprises Ms. Falguni Mehta as Chairman Mr. Nitin Parikh and Mr.Rajesh Maheswari as Members of the Committee.
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee now comprises of Mr. Rajesh Maheswari asChairman and Mr. Nitin Parikh and Ms. Falguni Mehta as members of the Committee. The mainfunction of the Committee is to review and redress various investors' complaints andexpress 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 ifany. It ensures that strict confidentiality is maintained whilst dealing with concerns andalso no discrimination will be meted out to any person for a genuinely raised concern. Anysuspected or confirmed incident of fraud / misconduct can be reported thereof.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 regarding the provisionsCorporate Social Responsibility is not applicable to the Company as the Company is notfalling under the said parameters.
RISK MANAGEMENT POLICY
There is a continuous process for identifying evaluating and managing significantrisks faced through a risk management process designed to identify the key risks facingbusiness. Risks would include significant weakening in demand from core-end marketsinflation uncertainties and any adverse regulatory developments etc. During the year arisk analysis and assessment was conducted and no major risks were noticed.
The Statutory Auditors M/s. Vishal H Shah & Associates Chartered Accountants whowere appointed at the last AGM to hold office as Statutory Auditors of the Company for aperiod of five (5) consecutive year commencing from the conclusion of 8th(Eighth) Annual General Meeting till the Conclusion of 13 th (Thirteenth)Annual General Meeting of the Company.
The Company had received certificates from M/s. Vishal H Shah & AssociatesChartered Accountants confirming their eligibility and willingness for their appointmentpursuant to Section 139(1) of the Companies Act 2013.
As per Notification issued by MCA the Company need not place the resolution forratification at the AGM and hence no resolution is placed before the AGM.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 Secretarial Audit has been carriedout by M/s. Sindhu Nair & Associates Practising Company Secretary and reportpertaining to such audit is annexed as Annexure 6 and forms part of the Board Report.
The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of The (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The same is found to be satisfactory.
In a separate meeting of Independent directors performance of non - independentdirectors performance of the Board as whole and performance of chairman was evaluatedtaking into account views of the executive director and non - executive directors.
RELATED PARTY TRANSACTIONS
The Company has not entered into any contracts or arrangements which are not inordinary course of business with related parties referred to in Section 188(1) of theCompanies Act 2013. A separate Annexure 1is annexed as Form No. AOC-2 in terms of Section134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is given.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There was no any transaction entered into by the Company during the year ended March31 2021 which attracted the provisions of Section 186 of the Companies Act 2013 read withCompanies (Meeting of Board and its Powers) Rules 2014.
During the year under review the Company has not accepted any deposit as covered underChapter V of the Act read with Companies (Acceptance of Deposits) Rules 2014 as amendedfrom its members or the public during the year under review.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary / Joint Venture / Associate Companies atpresent.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 along with thecertificate from the Statutory Auditors of the Company confirming the compliance isannexed as Annexure 2 and forms part of this Annual Report. The Company has complied withthe Secretarial Standards issued by Institute of Company Secretaries of India on Meetingof Board of Directors and General Meetings.
ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on www.ferventsynergies.com.
In terms of Rule 12(1) of the Companies (Management and Administration) Rules 2014extract of Annual Return is enclosed with this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE & DEVELOPMENTS OPPORTUNITIES & THREATS SEGMENTWISEPERFORMANCE 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'.
OVERVIEW: INDIAN ECONOMY
For the full financial year 2020-21 the GDP contracted 7.3 per cent a recordlow. Going ahead growth remained subdued in the first quarter of 2021-22 as the severityof the second wave showed its impact. The extent of recovery will be determined by theremoval of localised lockdowns which were put in place to counter the spread in thesecond wave of the pandemic. The World Bank recently forecasted 2021-22 GDP growth forIndian economy at 8.3 per cent.
The deceleration this year could be attributed to the COVID-19 induced economicslowdown and weak demand. However some growth was seen in an adverse macroeconomicenvironment pointing to the resilience of business which were able to cushion the impactof the pandemic on their balance sheets through quick adoption of technology policysupport and reasonably strong fundamentals.
Loss of income and livelihoods and subsequent fall in consumption demand as well asdiscretionary spending resulted in growth remaining in a modest zone in contrast to theirusual robust trend.
Your company continued to maintain strong financial discipline. The management kept aclose view on churning the assets wherever necessary to improve overall yields. Thepriority of the company though was preservation of capital funds.
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 notenergy - intensive efforts have been made to conserve energy by utilizing energyefficient equipments.
2. The steps taken by the Company for utilizing alternate sources of energy: TheCompany is using electricity as the main source of energy and is currently not exploringany 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 andconservation 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 developmentor import substitution: Not Applicable
3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): No technology has been imported by the Company.
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. 115544 ||Rs. 482239 |
PARTICULARS OF EMPLOYEES
A. Details of the ratio of the remuneration of each director to the median employee'sremuneration 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 Remunerationof Managerial Personnel) Rules 2014 in terms of Remuneration of Directors of the Companyto the median employees remuneration and other details may be provided upon request.
B. Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (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' RESPONSIBILITY STATEMENT
The Directors would like to assure the members that the Financial Statements for theyear under review conform in their entirety to the requirements of the Companies Act2013.
Pursuant to Section 134(5) of the Companies Act 2013 your Directors to the best oftheir knowledge and belief confirm that:
in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive 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 the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013preventing and detecting fraud and other irregularities;
the Directors have prepared the annual accounts on a going concern basis;
that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
LISTING OF SHARES
The Company's shares are listed at BSE Ltd. and the Company has paid Listing fees toBSE Limited.
All the assets of the Company are adequately insured.
The relationship of your company with its employees remained cordial throughout theyear. The Company is paying full attention in the development of Human Resources at alllevels by group discussions job related training etc.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 your Directors state that during the year under review there were nocases filed / pending.
As per SEBI Listing Regulations the CorporateGovemance Report with the Auditors'Certificatethereon and the integrated Management Discussionand Analysis including theBusiness ResponsibilityReport are attached which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand 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 the Financial Yearto date of the Directors Report.
S Your Company has not issued any sweat equity shares.
Your Directors would like to express their grateful appreciation for the assistance andco-operation received from all organizations connected with its business during the yearunder review. They wish to place on record their deep sense of appreciation for thecommitted services of Executives and Staff of the Company. Your Directors are also deeplygrateful 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
Date: 17th June 2021