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Flomic Global Logistics Ltd.

BSE: 504380 Sector: Financials
NSE: N.A. ISIN Code: INE952M01019
BSE 00:00 | 25 Jan 155.95 2.75
(1.80%)
OPEN

146.00

HIGH

159.00

LOW

145.55

NSE 05:30 | 01 Jan Flomic Global Logistics Ltd
OPEN 146.00
PREVIOUS CLOSE 153.20
VOLUME 16078
52-Week high 216.30
52-Week low 2.53
P/E 49.82
Mkt Cap.(Rs cr) 112
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.00
CLOSE 153.20
VOLUME 16078
52-Week high 216.30
52-Week low 2.53
P/E 49.82
Mkt Cap.(Rs cr) 112
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Flomic Global Logistics Ltd. (FLOMICGLOBAL) - Director Report

Company director report

The Directors are pleased to present 40th Annual report and the Audited FinancialStatement for the year ended March 312021 together with the Auditor's Report thereon.

FINANCIAL SUMMARY:

(Rs. In Lakhs)
Particulars 2020-21 2019-20
Total Income 16676.04 11566.18
Profit before Interest Depreciation Amortization Taxation and Exceptional Items 1586.12 872.73
Financial Costs 382.69 284
Depreciation and Amortization 872.12 624.34
Profit before tax and exceptional items 331.31 35.61
Exceptional income - -
Profit after exceptional items before tax 331.31 35.61
Taxes(benefit) 84.37 30.33
Profit after tax 246.93 5.29
Other Comprehensive Income / (Loss) 23.79 5.79
Net Profit 223.14 0.50
Earnings per share (Basic) 1.23 0.00

1. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended onMarch 31 2021.

2. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

3. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

A) CONSERVATION OF ENERGY:

Since the operations of the Company are restricted to financial services the provisionsof Section 134(3) (m) of the Companies Act 2013 relating to conservation of energy andtechnology absorption do not apply to our Company.

Still the Company has taken all the necessary steps to conserve the energy at alllevels in the premises of the Company. The wastage of resources is avoided at all possiblelevels in the Company.

No capital investments are done on energy conservation equipment during the reportingperiod.

B) TECHNOLOGY ABSORPTION:

No technologies are imported by the Company during the period under review so detailsof absorption capital expenditure on Research and development are not applicable to theCompany.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign currency transactions are recorded at the exchange rates prevailing on the dateof such transactions.

Monetary assets and liabilities as at the Balance Sheet date are translated at therates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising onaccount of differences in foreign exchange rates on settlement/ translation of monetaryassets and liabilities are recognized in the Profit and Loss Account.

4. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and rule 12(1) of Companies (Management and Administration) Rules 2014 isplaced on the website of the company.

The web link to access the annual return is www.flomicgroup.com

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented as a separate section as Annexure I formingpart of this Annual Report.

6. SUBSIDIARY COMPANY:

The Company does not have any Subsidiary Joint Venture or Associate Company.

7. RELATED PARTY TRANSACTIONS:

During the year 2020-21 the Contracts Arrangements entered into by the Company withrelated parties were approved by the Audit Committee pursuant to sub section (IV) (4) ofSection 177 of Companies Act 2013 and by the Board of Directors pursuant to Section188(1) of Companies Act 2013.

The related party transactions were at arm's length basis and were in the ordinarycourse of business of the Company. The other details with respect to related partytransactions in Form AOC-2 are set out in Annexure II to this Report.

8. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and fixingtheir remuneration. The contents of the Policy are stated in the Corporate GovernanceReport.

9. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014. Therewere no unpaid or unclaimed deposits as on March 312021.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135 of the Companies Act 2013 and hence itis not required to formulate policy on corporate social responsibility.

11. DIRECTORS:

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is change in designation of Mr. Alan Barboza and Mr. Suresh Salian fromAdditional Directors to Executive director and Non-Executive Independent Directorrespectively.

b. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating theirindependence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. They have further declaredthat they are not debarred or disqualified from being appointed or continuing as directorsof companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.In the opinion of Board all the Independent Directors are persons of integrity andpossess relevant expertise and experience including the proficiency.

c. BOARD EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act 2013 read withRegulation 17 of the Listing Regulations 2015 the Board carried out an annual evaluationof the performance of the Board as a whole the Directors individually and the working ofits Audit Nomination & Remuneration Committees and other committees. The criteria onthe basis of which the evaluation has been carried out has been explained in the CorporateGovernance Report.

12. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programfor the Independent Directors to familiarize them with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model etc.

13. MEETINGS OF THE BOARD:

The Board of Directors met Six (6) times on 18th April 2020 30th June 2020 31st July2020 15th September 2020 13th November 2020 and 13th February 2021 during the financialyear 2020-21. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013 and Regulation 17 of the Listing Regulations.

14. BOARD COMMITTEES:

The Board of Directors met Six (6) times on 18th April 2020 30th June 2020 31st July2020 15th September 2020 13th November 2020 and 13th February 2021 during the financialyear 2020-21.

The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and Regulation 17 of the Listing Regulations.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (C) of the Companies Act 2013 your Directors state that:

(a) In the preparation of Annual Accounts for the year ended on 31st March 2021 theapplicable accounting standards have been followed and there are not material departuresfrom the same.

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year on 31stMarch 2021 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of theadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities

(d) The Directors have prepared Accounts on going concern basis.

(e) The Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

16. NOMINATION AND REMUNERATION COMMITTEE:

The Board had constituted Nomination and Remuneration Committee pursuant to theprovisions of sub section (1) of Section 178 of Companies Act 2013. Pursuant tosubsection (3) of Section 178 of Companies Act 2013 the Nomination and RemunerationCommittee has formulated the criteria for determining qualifications positive attributesand independence of a Director and recommended to the Board the policy relating to theremuneration of directors key managerial personnel and other employees.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

There were no loans guarantee or investments made by the Company under section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions are notapplicable.

18. PERFORMANCE EVALUATION OF BOARD:

Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an Annual Evaluation of its own performance and working of its Committees.The Board's functioning was evaluated on various aspects including inter alia degree offulfillment of key responsibilities its structure and composition establishment anddelegation of responsibilities to various Committees. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/support tothem an agement of the Company. A reason which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings. The performance evaluation of the Independent Directors wascarried out by the entire Board excluding the Director being evaluated.

The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Boardas a whole.

19. AUDITORS:

A. STATUTORY AUDITOR:

M/s Sara & Associates Chartered Accountants (having FRN 1120927W) were appointedas a Statutory Auditor of the Company till the conclusion of Annual General Meeting to beheld in the Financial Year 2022. The Company has received a certificate from the saidauditors that they are eligible to hold office as the Auditors of the company.

The report given by the auditors on the financial statements of the company is part ofAnnual Report. There was no qualifications reservations or adverse remarks made by theStatutory Auditors of the Company there report is self-explanatory and does not call forfurther information by the Board.

B. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 as amended the Company has appointedM/s. HD and Associates Practicing Company Secretary Mumbai to undertake the SecretarialAudit of the Company for the financial year ended March 312021. The Secretarial AuditReport is annexed herewith as Annexure-III. The Secretarial Audit Report for theyear ended on March 312021 does not contain any qualifications reservations or adverseremarks.

20. REPORTING OF FRAUD BY AUDITORS:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of theCompanies Act 2013 and rules framed thereunder either to the Company or to the CentralGovernment.

21. LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited and the Company has paid the listing feesto each of the Exchanges.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements

The internal auditor of the Company checks and verifies the internal control andmonitors them in accordance with policy adopted by the Company. Even through thisnon-production period the Company continues to ensure proper and adequate systems andprocedures commensurate with its size and nature of its business.

23. COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of CompaniesAct 2013 rules framed thereunder and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with Stock Exchanges. The Committees of the Board held bycompany are Audit Committee Stakeholders' Relationship Committee Nomination andRemuneration Committee. The details about Committee Meetings are given below:

Sr. No. Particulars No. of Meetings held
1. Audit Committee 4
2. Stakeholder's Relationship Committee 1
3. Nomination & Remuneration Committee 1

24. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

I. Audit Committee:

1. Mr. Suresh Shivanna Salian - Chairman

2. Mr. Rajit Ramchandra Upadhyaya - Member

3. Mr. Satyaprakash Satnarayan Pathak - Member

II. Stakeholder's Relationship Committee

1. Mr. Rajit Ramchandra Upadhyaya - Chairman

2. Mr. Suresh Shivanna Salian - Member

3. Mr. Lancy Barboza- Member

III. Nomination & Remuneration Committee

1. Mr. Suresh Shivanna Salian - Chairman

2. Mr. Rajit Ramchandra Upadhyaya - Member

3. Mr. Satyaprakash Satnarayan Pathak - Member

25. WHISTLE BLOWER:

The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism forDirectors and Employees of the Company to report concerns about unethical behavior actualor suspected fraud or violations of Company's Code of Conduct or Ethics Policy.

26. CORPORATE GOVERNANCE:

The Company has complied with the Corporate Governance requirements under the CompaniesAct 2013 and as stipulated under the Listing Regulations 2015. A separate section onCorporate Governance under the Listing Regulations 2015 along with a certificate from theauditors confirming the compliance is annexed in this Annual Report.

27. BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations 2015 Business ResponsibilityReport is not applicable to the Company.

28. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by theAudit Committee and there were adequate Internal Financial Controls existed in the Companywith respect to the Financial Statements for year ended on 31st March 2021 and theInternal Financial Controls are operating effectively.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during theFinancial year 2020-2021.

30. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at work place with a mechanism of lodging complaintsRedressal for the benefits of its employees. There were no complaints filed against any ofthe employees of the Company under this Act.

31. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company does not have any Subsidiary Company or Associate Company theprovisions of Section 129(3) of the Companies Act 2013 and Clause 32 of the ListingAgreement regarding consolidated financial statements do not apply.

32. ACKNOWLEDGEMENT:

Your Company wishes to sincerely thank all the customers commercial banks financialinstitution Creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the company and also sincerely thank the shareholders for theconfidence reposed by them in the company and from the continued support and co-operationextended by them.

For and on behalf of Board
Flomic Global Logistics Limited
Lancy Barboza Satyaprakash S. Pathak
Date: SEPTEMBER 03 2021 Managing Director Chief Financial Officer
Place: Mumbai DIN: 01444911 DIN: 00884844

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