(Disclosures u/s. 134(3) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014)
Dear Shareholders,
The Board of Directors is pleased to present herewith the 15th
(Fifteenth) Annual Report of your Company, together with the Audited Statement of
Accounts, for the year ended March 31, 2024.
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:
|
Financial Year
ended 31stMarch |
Particulars |
(Rs. in Lakhs) |
|
2023-2024 |
2022-2023 |
Net income from Operations |
2,430.92 |
462.98 |
Other Income |
- |
- |
Total Expenses |
3,711.52 |
415.22 |
Depreciation |
3.97 |
4.00 |
Profit / (Loss) before Tax |
(1,284.57) |
43.76 |
Tax (Including prior years
adjusted) |
(0.41) |
20.73 |
Net Profit / (Loss) for the
year |
(1,284.16) |
23.03 |
BUSINESS PERFORMANCE
During the year under review, Operating Revenue of your Company
increased to Rs.2,430.92 lakhs as compared to Rs.462.98 lakhs in the previous year. But
due to bad debts that had to be written off as detailed at sr. no.2.37 under the Notes to
Financial statements, your Company suffered a net loss of Rs.1,284.16 lakhs as compared to
previous year's profit of Rs.23.03 lakhs.
DIVIDEND
In view of the loss suffered during the year, your Board of Directors
regret their inability to recommend any dividend for the year.
RESERVES
The whole loss 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.30,00,00,000
consisting of 3,00,00,000 Equity Shares of Rs.10/- each.
The Issued, Subscribed and Paid up Capital of the Company stood at
Rs.30,00,00,000 as on March 31, 2024.
Further the Company is in process of Increase of Authorised Share
Capital from Rs.30 Crores to Rs.50 Crores subject to the Approval of Shareholders in this
ensuing Annual General Meeting of the Company and proposal has also been placed and
approved by the Board for issue and allotment of by way of Preferential Issue, 2 Crore
warrants convertible into equivalent number of Equity Shares of the Company at a Price of
Rs.10/- per warrant of the Company to the persons belonging to "Promoter and
Non-Promoter, Public Category".
REGISTERED OFFICE
There was no change in the Registered Office of the Company during the
Financial Year under review.
The present address of the Registered Office is as follows: B-7/8,
Satyam Shopping Centre, M.G. Road, Ghatkopar East, Mumbai-400077.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary / Joint Venture / Associate
Companies, at present.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there is no change in any nature of
business of the company.
Further the Company is in process of Alter its object Clause by adding
New Object in the Object Clause subject to the Approval of Shareholders in this ensuing
Annual General meeting of the Company.
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, 2024 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, revenue authorities or tribunal or court, have not passed any order impacting
going concern status of the organization.
ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN
The Annual Return as provided under Section 92 of the Act is available
on the website of the Company at www.ferventsynergies.com.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Karan 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.
Pursuant to provisions of section 203 of the Act, the Key Managerial
Personnel of the Company are Mr. Sanjay Thakkar - Managing Director
Mr. Karan Thakkar - CFO
Ms. Nehal Mehta - Company Secretary & Compliance Officer
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, there has been no change in the constitution of Board
of Directors of the Company.
Ms. Pooja N Sanghavi, Company Secretary & Compliance Officer of the
Company has resigned w.e.f. 3rd February, 2024 and Ms. Nehal Mehta appointed as
Company Secretary & Compliance Officer of the Company w.e.f. 15th March,
2024.
DECLARATION BY INDEPENDENT DIRECTORS
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).
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR
In terms of the provisions of clause (e) of section 134(3) read with
Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while
appointing a Director, takes into account the following criteria for determining
qualifications, positive attributes and independence:
Qualification: Diversity of thought, experience, industry
knowledge, skills and age.
Positive Attributes: Apart from the statutory duties and
responsibilities, the Directors are expected to demonstrate high standard of ethical
behaviour, good communication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets
the criteria 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.
BOARD MEETINGS
During the Financial Year under review, the Board of Directors met 6
(Six) times on 18th May, 2023, 03rd August, 2023, 02nd
November, 2023, 16th November, 2023, 18th January, 2024 and 15th
March, 2024.The maximum gap between any two Board meetings was not more than 120 days.
The composition of the Board along with the details of the meetings
held and attended by the Directors during the Financial Year 2023-24 is detailed below:
Name |
Type of Directorship |
Board
Meeting Attendance |
|
Held |
Attended |
Mr. Sanjay Pravinchandra
Thakkar |
Managing Director |
6 |
6 |
Mr. Vij ay Pravinchandra
Thakkar |
Director * |
6 |
6 |
Mr. Karan Vijay Thakkar |
Director |
6 |
6 |
Mr. Nitin Bhalchandra Parikh |
Independent Director |
6 |
6 |
Mrs. Falguni Kaushik Mehta |
Independent Director |
6 |
6 |
Mr. Rajesh Manekji Maheswari |
Independent Director |
6 |
6 |
AUDIT COMMITTEE
The Audit Committee was constituted on 23rd August, 2011.
The Committee now comprises Mr. Nitin Parikh as Chairman, and Mr. Rajesh Maheswari and
Mrs. Falguni Mehta as Members of the Committee.
During the Financial Year under review, the Audit Committee met 4
(Four) times on 18th May, 2023, 03rd August, 2023, 02nd
November, 2023 and 18th January, 2024. The maximum gap between any two meetings
of the Audit Committee of the Company was not more than 120 days. All the members of the
Committee are Independent Directors. As on March 31, 2024, the composition of the Audit
Committee is in conformity with the requirements of Section 177 of the Act.
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.
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.
During the Financial Year under review, the Nomination and Remuneration
Committee met 2 (two) times on 03rd August, 2023 and 15th March,
2024. As on March 31, 2024, the composition of the Nomination and Remuneration Committee
is in conformity with the requirements of Section 178 of the Act.
The Committee now comprises Mrs. 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 as Chairman, and Mr. Nitin Parikh and Mrs. Falguni 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.
During the Financial Year under review, the Stakeholders Relationship
Committee met 1 (One) time on 03 rd August, 2023. As on March 31, 2024, the
composition of the Stakeholders Relationship Committee is in conformity with the
requirements of the Act.
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.
CORPORATE SOCIAL RESPONSIBILITY:
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.
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.
AUDITORS
Pursuant to the provisions of section 139 of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 13 th
Annual General Meeting of the Company held on 22nd September, 2022, appointed
M/s. S H Dama & Associates, (FRN No.: 125932W) Chartered Accountants, as the
Company's Statutory Auditors for a period of five years, from the conclusion of the
13th Annual General Meeting till the conclusion of the 18th Annual General Meeting of the
Company.
In accordance with the Companies Amendment Act, 2017, notified on 7th
May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is
not required to be ratified at every Annual General Meeting.
As required under Section 139 of the Companies Act, 2013, the Company
has obtained a written consent from the Auditors to their continued appointment and also a
certificate from them to the effect that their existing appointment is in accordance with
the conditions prescribed under the Companies Act, 2013 and the rules made thereunder.
The remuneration payable to the Statutory Auditors shall be determined
by the Board of Directors based on the recommendation of the Audit Committee.
The Auditors of the Company have not reported any fraud as specified
under second proviso of Section 143(12) of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, Secretarial Audit
has been carried out by M/s. Sindhu Nair & Associates, Practicing Company Secretary
and report pertaining to such audit is annexed as Annexure 6 and forms part of the Board
Report.
COST AUDIT
The provisions of Cost audit as prescribed under Section 148 of the
Companies Act, 2013 are not applicable to the Company.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
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.
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 is annexed as Form No. AOC-2 in terms of
Section 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 the
Companies Act 2013 for loans, guarantees and investments read with Companies (Meeting of
Board and its Powers) Rules, 2014.
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.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with 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
along with the certificate from Statutory Auditors of the Company confirming the
compliance, is annexed as Annexure 2 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.
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 and
finance divisions business & operates in these two reportable segments, as identified
in accordance with Ind AS-108: Operating Segments'.
OVERVIEW: INDIAN ECONOMY
In FY2024, the Indian equity market witnessed a phenomenal performance
as benchmark indices soared to unprecedented all-time highs. India's market cap is
currently 5th largest globally, expected to become 3rd largest
economy by 2027. While the Consumer Price Index (CPI) started to moderate from its peak
levels, it remained above the Reserve Bank of India's comfort range of 2% to 4%. Concerns
about inflation persist, particularly in relation to the risk of an increase in food
inflation, according to the RBI.
OVERVIEW: BUSINESS
This year, the Indian food sector underwent notable changes through
policy reforms and technological advancements. Key reforms focused on liberalising trade
and expanding marketing options for farmers. India's appetite for almonds has surged in
recent years, fueled by growing awareness about their health benefits and changing dietary
preferences.
Spillovers from the bad debts written off during the year due to
insolvency proceedings on a couple of borrowers created some balance sheet stress in the
financial business of the company but there would be no impact on the Company's
ability to continue as a going concern. Your company is trying to display financial
discipline and the management is focused to keep a close view on the business. Further to
continue its sustainability, the company has also proposed to raise funds vide
preferential allotment.
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
C. Foreign exchange Earnings and Outgo:
Particulars |
Current year |
Previous year |
Total Foreign Exchange
Earnings |
Nil |
Nil |
Total Foreign Exchange Outgo |
Rs. 2.85 Lakhs |
Rs. 3.52 Lakhs |
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 may be
provided upon request.
B. Details of 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' 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:
in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
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;
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;
the Directors have prepared the annual accounts on a going
concern basis;
that proper internal financial controls were in place and that
the financial controls were adequate and were operating effectively; and
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.
LISTING OF SHARES
The Company's shares are listed at BSE and the Company has paid Listing
fees to BSE Limited.
INSURANCE
All the assets of the Company are adequately insured, wherever
required.
HUMAN RESOURCES
Our Company is focused on people related developing and retaining
talent within the organization. The relationship of your company with its employees
remained cordial.
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.
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with
the Auditors' Certificate thereon, and the integrated Management Discussion and
Analysis including the Business Responsibility Report are attached, which forms part of
this report.
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
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 and record a deep sense of appreciation for the committed services of Staff of
the Company. Your Directors are also deeply grateful for the confidence and faith shown by
the Shareholders of the Company in them.
|