Fortune International Limited
Fortune International Limited is a BSE Listed Company which act as Trading HouseAgents business consultants give advice to engage in dissemination of information inall aspects of business organization and industry and to advise upon the means andmethods for extending and developing systems or processes relating to various activitiesof the business which includes export production storage distribution marketing andsecuring of orders for sale of goods in India and abroad and/or relating to the renderingof such services.
2. FINANCIAL PERFORMANCE: (in Rs.)
| || |
|Particulars ||Year Ended ||Year Ended ||Year Ended ||Year Ended |
| ||31-Mar-19 ||31-Mar-18 ||31-Mar-19 ||31-Mar-18 |
|Revenue from Operations ||21260000 || |
|21260000 || |
|Other Income ||1797500 ||1799269 || |
|Profit / (Loss) Before Depreciation Finance cost Exceptional Items & Tax Expenses ||22248007 ||969162 ||20450507 ||969162 |
|Less: Depreciation/amortization/ Impairment ||- ||- ||- ||- |
|Profit / (Loss) Before Finance cost Exceptional Items & Tax Expenses ||22248007 ||969162 ||20450507 ||969162 |
|Less- Finance Cost ||2618344 ||2667330 ||2618344 ||2667330 |
|Profit / (Loss) Before Exceptional Items & Tax Expenses ||19629663 ||(1698168) ||17832163 ||(1698168) |
|Add/(Less) Exceptional Items || |
|Profit / (loss) Before Tax Expenses ||19629663 ||(1698168) ||17832163 ||(1698168) |
|Less: Tax Expenses || || || || |
|Current Tax ||3900000 || |
|3900000 || |
|Deferred Tax ||- || |
|Profit After Tax Expenses ||15729663 ||(1698168) ||13932163 ||(1698168) |
|Add: Share in (loss)/Profit of Associates || |
|63520110 ||27961340 |
|Profit / (Loss) for the year (1) ||15729663 ||(1698168) ||77452273 ||26263172 |
|Total Comprehensive Income/ Loss (2) ||- ||- ||(123127) ||79854 |
|Total (1+2) ||15729663 ||(1698168) ||77329146 ||26343025 |
|Balance of Profit/Loss for earlier years ||(79012210) ||(77314042) ||(50971017) ||(77314042) |
|Less: Transfer to General Reserve ||- ||- ||- ||- |
|Less: Dividend Paid || |
|Less: Dividend Distribution Tax || |
|Add/(Less): Excess / (Short) Provision of Tax ||- ||- ||- ||- |
|Profit Carried Forward to next year ||(63282547) ||(79012210) ||(26358129) ||(50971017) |
During the year under review the Company was able to generate its operating revenuethrough Commission and therefore gained a Profit of Rs. 157.29 lacs before sharing inprofit/loss of associate Company "Fortune Stones Limited" and of Rs. 773.29 Lacsafter sharing in profit/loss of Fortune Stones limited.
The Company doesn't propose to transfer any amount into the general reserve.
In view of unavailability of sufficient profits the Board of Directors of the Companyregrets their inability to recommend any dividend for the financial year ended 31stMarch 2019.
The Equity shares of the Company continue to remain listed on BSE Limited and theCalcutta Stock Exchange Limited.
The Company has not accepted any deposit within the meaning of Sections 2(31) and 73 ofthe Companies Act 2013 and the rules framed there under during the Financial Year2018-19.
7. SUBSIDIARY/ASSOCIATE COMPANIES
The Company does not have any subsidiary company at present.
Further Fortune Stones Limited is the Associate Company of the Company. A statementcontaining salient features of the financial statements of the Associate Company is givenin form AOC-1 annexed as Annexure 'A'.
8. PARTICULARS OF LOANS GAURANTEE OR INVESTMENTS
The Company has not given any loan or guarantee and has not made any investment coveredunder the provisions of section 186 of the Companies Act 2013 during the last financialyear ended 31st March 2019.
9. THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Particulars relating to Conservation of Energy Technology Absorption ForeignExchange Earning and Outgo as required to be disclosed under clause (m) of sub- section(3) of Section 134 of the Companies Act 2013 read with rule 8 of Companies (Accounts)Rules 2014 are furnished herein below:
a. Conservation of Energy
Although the operation of the Company is not energy intensive it continues to adoptenergy conservation measure at all operational levels.
b. Technology Absorption
Your Company has not imported any technology during the year under review.
c. Foreign Exchange Earning and Outgo
During the year under review there were no transactions in Foreign Currency.
10. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis as approved by the Board of Directors is set out inthis Annual Report.
11. CORPORATE GOVERNANCE REPORT
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. At Fortune the goal of Corporate Governance is to ensure fairness for everystakeholder. We always seek to ensure that our performance is driven by integrity. OurBoard exercises its fiduciary responsibilities in the widest sense of term.
Our Corporate Governance Report for the fiscal year 2019 forms part of this AnnualReport.
a) In accordance with section 152 (6) of the Companies Act 2013 and clause 91 & 92of Articles of Association of the Company Mrs. Ruchika Bharadwaj (DIN:00288459) Directorof the Company is liable to retire by rotation
at the ensuing Annual General Meeting of the Company. Mrs. Ruchika Bharadwaj iseligible and offers herself to get re-appointed at the ensuing Annual General Meeting ofthe Company.
b) During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.
c) Consequent to the death of Mr. Madan Lal Jain the Board has approved theappointment of Mr. Sanjay Seth as an Independent Director of the Company as per theCompanies Act 2013 and SEBI (LODR) Regulations 2015 in its Board Meeting held onDecember 20 2018 subject to his regularization in the ensuing AGM of the Company.
d) There has been no change in the Key Managerial Personnel during the year.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the independent directors inaccordance with the provisions of Section 149(7) of the Companies Act 2013 that they meetthe criteria of independence laid down in Section 149(6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Also Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Act.
14. BOARD EVALUATION
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual Directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board.
15. MEETING OF BOARD OF DIRECTORS
During the year Five Board Meetings were held the details of which are given in theCorporate Governance Report. Maximum gap between the meetings is well within the limitsprescribed under Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
16. POLICY ON REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board based on recommendation of the Nomination & Remuneration Committee hasformulated a policy on remuneration of directors Key Managerial Personnel and otheremployees. The policy covers the appointment including criteria for determiningqualifications positive attributes independence and remuneration of its directors KMPsand other employees of the Company and other matters provided under sub - section (3) ofsection 178 of the Companies Act 2013 adopted by the Board is appended as Annexure-B tothe Directors' Report.
17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The insider trading policy of the Company lays down guidelines and procedure to befollowed and disclosure to be made while dealing with shares of the Company as well asthe consequences of violation. The Policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing Company Securities.
18. COMMITTEES OF THE BOARD
Currently there are 5 Committees: The Audit Committee The Nomination and RemunerationCommittee The Stakeholders Relationship Committee Risk Management Committee and WhistleCommittee. A detailed note on the composition of Board and its committees is provided inCorporate Governance Report section of this Annual Report.
(i) Statutory Auditors
As per the provisions of Sections 139 142 and other applicable provisions if any ofthe Companies Act 2013 (the Act) and the Companies (Audit and Auditors) Rules 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) as may be applicable M/s. D. Kothary & Co. Chartered Accountants (FirmRegistration No. 105335W) was appointed as the Statutory Auditors of the Company for aterm of five years i.e. from the conclusion of 35th AGM till the conclusion of40th AGM of the Company to be held in the year 2022 (subject to ratification of theirappointment at every AGM if so required under the Act) at such remuneration and out ofpocket expenses as may be mutually agreed between the Board of Directors of the Companyand the Statutory Auditors.
(ii) Secretarial Auditor
As per section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s. VishakhaHarbola & Associates Practicing Company Secretary as Secretarial Auditor forcarrying out the secretarial audit. The Secretarial Audit Report in the prescribed form isannexed as "Annexure- C" to this report. There are no qualificationsreservations adverse remarks or disclaimer made by the Secretarial Auditors in theirreport.
(iii) Internal Auditor
As per section 138 of the Companies Act 2013 and Rule 13 of the Companies (Accounts)Rules 2014. The Company had appointed M/s. Bajrang Paras & Co. Chartered Accountantsas an Internal Auditor of the Company.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees andDirectors to keep high standards of ethical behaviour and provide safeguards to whistleblower.
21. SEXUAL HARASSMENT POLICY
Your Company has a Policy on Sexual Harassment to provide direction and rules forgoverning the conduct of employees to ensure a work place free from sexual harassment. TheCompany has not received any complaint of sexual harassment during the financial year2018-19.
22. HUMAN RESOURCES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 and Rule 5 (1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been appended as "Annexure-D" to this Report.
Details of employee remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours before 21 days of the Annual General Meeting and shall be madeavailable to any shareholder on request.
23. DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 yourdirectors confirm that:
(a) In the preparation of the annual accounts (standalone and consolidated) for theFinancial Year ended March 31 2019 the applicable accounting standards have beenfollowed and there are no material departures;
(b) They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts (standalone and consolidated) for theFinancial Year ended March 31 2019 on a going concern basis;
(e) Proper internal financial controls were in place and these internal financialcontrols were adequate and operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
24. EXTRACTS OF ANNUAL RETURN
According to the provisions of Section 92(3) and 134 (3)(a) of the Companies Act 2013the prescribed Form MGT-9 (Extract of Annual Return) is annexed as "Annexure-E"and forms an integral part of this report.
25. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy which reflects the overall riskmanagement philosophy the Company's overall approach to risk management and the role andresponsibilities for risk management. Risk management forms an integral part of thebusiness planning and review cycle. The Company's Risk Management Policy is designed toprovide reasonable assurance that objectives are met by integrating management controlinto the daily operations by ensuring the compliance with legal requirements and bysafeguarding the integrity of the Company's financial reporting and its relateddisclosures.
26. RELATED PARTY TRANSACTIONS
All the transactions done with related parties for the year under review were on arm'slength basis and are in compliance with the applicable provisions of the Act. There are nomaterial significant related party transactions made by the Company with PromotersDirectors or Key Managerial Personnel etc. which may have potential conflict with theinterest of the Company at large. Transactions with related parties were entered by theCompany in the normal course of business of the Company. The particulars of contractsentered during the year are shown in Form AOC- 2 which is annexed to this report as"Annexure- F".
The Directors would like to place on record their gratitude for the valuable guidanceand support received from the Reserve Bank of India Securities and Exchange Board ofIndia Registrar of Companies and other government and regulatory agencies and to conveytheir appreciation to customers bankers lenders vendors and all other businessassociates for the continuous support given by them to the Company. The Directors alsoplace on record their appreciation of the commitment commendable efforts team work andprofessionalism of all the employees of the Company.
The Directors appreciate and value the contributions made by every member of FILFamily.
For and on behalf of the Board
| ||Sd/- ||Sd/- |
| ||Nivedan Bharadwaj ||Ruchika Bharadwaj |
| ||Managing Director ||Director |
| ||(DIN-00040191) ||(DIN-00288459) |
|Date: 14th August 2019 || || |
|Place: New Delhi || || |