Fervent Synergies Ltd Directors Report.

(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 12th (Twelfth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year 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

BUSINESS PERFORMANCE

During the year under review, Operating Revenue of your Company stood at Rs.221.13 lakhs as compared to Rs.735.49 lakhs in previous year; your Company has earned a net profit of Rs. 17.46 lakhs as compared to Rs.23.61 lakhs in previous year.

COVID-19

The World Health Organization declared a global pandemic of the Novel Coronavirus disease (COVID-19) on February 11, 2020. In enforcing social distancing to contain the spread of the disease, our offices and client offices all over the world have been operating with minimal or no staff for extendedperiods of time. Our teams reacted with speed and efficiency, and quicklyleveraged technology to shift the workforce to an entirelynew ‘work-from- home model.

The outbreak of corona virus(COVID-19) pandemic globally and inIndia is causing significant disturbanceand slowdown of economic activity.Operations and revenue have beenimpacted due to COVID-19.

DIVIDEND

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

RESERVES

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.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in any nature of business 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, 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, revenue authorities or tribunal or court, have not passed any order impacting going concern status of the organization.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 30.00 Crores. The Issued, Subscribed and Paid up Capital of the Company stood at Rs. 30.00 Crores, as on March 31, 2021. There was 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 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. 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 compliance officer w.e.f. 08th May, 2020 and resigned from the post of Company Secretary and 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 of Directors of the Company during the financial year 2020-2021.

Re-Appointment of Mrs. Falguni Mehta (DIN: 01612198), as an Independent Director of the Company

The Board of Directors of the Company, at its meeting held on 17th June, 2021 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 with effect from 01st April, 2021 on the terms and conditions as recommended by the Nomination 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 applicable provisions of the Act.

Re-Appointment of Mr. Nitin Bhalchandra Parikh (DIN: 00717297), as an Independent Director of the Company

The Board of Directors of the Company, at its meeting held on 17th June, 2021 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 with effect from 01st April, 2021 on the terms and conditions as recommended by the Nomination and Remuneration Committee of the Board and approved by the Board.

It is proposed to seek members approval for the re-appointment of Mr. Nitin Bhalchandra Parikh (DIN: 00717297), as an Independent Director of the Company in terms of the applicable provisions of the Act.

Re-Appointment of Mr. Rajesh Manekji Maheswari (DIN: 02375795), as an Independent Director of the Company

The Board of Directors of the Company, at its meeting held on 17th June, 2021 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 with effect from 01st April, 2021 on the terms and conditions as recommended by the Nomination 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 Manekji Maheswari (DIN: 02375795), as an Independent Director of the Company in terms of the applicable provisions of the Act.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 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 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 and Ms. Falguni Mehta as Members of the Committee.

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.

The Committee now comprises Ms. Falguni Mehta as Chairman, Mr. Nitin Parikh and Mr. Rajesh Maheswari as Members of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee now comprises of Mr. Rajesh Maheswari as Chairman, and Mr. Nitin Parikh and Ms. 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 Companys performance in dealing with their grievances; the companys 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, 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

The Statutory Auditors M/s. Vishal H Shah & Associates, Chartered Accountants who were appointed at the last AGM, to hold office as Statutory Auditors of the Company for a period 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 & Associates, Chartered Accountants, confirming their eligibility and willingness for their appointment pursuant to Section 139(1) of the Companies Act, 2013.

As per Notification issued by MCA the Company need not place the resolution for ratification 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 carried out by M/s. Sindhu Nair & Associates, Practising 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 1is 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

There was no any transaction entered into by the Company during the year ended March 31, 2021 which attracted the provisions of Section 186 of the Companies Act 2013 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.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

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 under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the 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.

ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2021 is available on the Companys website on www.ferventsynergies.com.

In terms of Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is enclosed with this Report.

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 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 record low. Going ahead, growth remained subdued in the first quarter of 2021-22 as the severity of the second wave showed its impact. The extent of recovery will be determined by the removal of localised lockdowns, which were put in place to counter the spread in the second wave of the pandemic. The World Bank recently forecasted 2021-22 GDP growth for Indian economy at 8.3 per cent.

OVERVIEW: BUSINESS

The deceleration this year could be attributed to the COVID-19 induced economic slowdown and weak demand. However, some growth was seen in an adverse macroeconomic environment pointing to the resilience of business, which were able to cushion the impact of the pandemic on their balance sheets through quick adoption of technology, policy support and reasonably strong fundamentals.

Loss of income and livelihoods and subsequent fall in consumption demand as well as discretionary spending resulted in growth remaining in a modest zone in contrast to their usual robust trend.

Your company continued to maintain strong financial discipline. The management kept a close view on churning the assets, wherever necessary, to improve overall yields. The priority 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 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: (Amount in Rs.)

Current year Previous year
Total Foreign Exchange Earnings Nil Nil
Total Foreign Exchange Outgo Rs. 1,15,544 Rs. 4,82,239

PARTICULARS OF EMPLOYEES

A. Details of the ratio of the remuneration of each director to the median employees 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 the 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 Companys shares are listed at BSE Ltd. and the Company has paid Listing fees to BSE Limited.

INSURANCE

All the assets of the Company are adequately insured.

HUMAN RESOURCES

The relationship of your company with its employees remained cordial throughout the year. The Company is paying full attention in the development of Human Resources 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 (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 CorporateGovemance Report with the Auditors Certificatethereon, and the integrated Management Discussionand Analysis including the Business ResponsibilityReport 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 during the year under review. They wish to place on record their deep sense of appreciation for the committed services of Executives and Staff of the Company. Your Directors are also deeply grateful 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

DIN: 01276104

Place: Mumbai

Date: 17th June, 2021