(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 14th (Fourteenth)
Annual Report of your Company, together with the Audited Statement of Accounts, for the
year ended March 31, 2023.
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) |
2022-2023 |
2021-2022 |
| Net income from Operations |
462.98 |
68.03 |
| Other Income |
- |
1.80 |
| Total Expenses |
415.22 |
85.91 |
| Depreciation |
4.00 |
3.73 |
| Profit before Tax |
43.76 |
(19.80) |
| Tax (Including prior years adjusted) |
20.73 |
3.96 |
| Net Profit for the year |
23.03 |
(23.77) |
BUSINESS PERFORMANCE
During the year under review, Operating Revenue of your Company increased to Rs.462.98
lakhs as compared to Rs.68.03 lakhs in the previous year; your Company has earned a net
profit of Rs.23.03 lakhs as compared to previous years loss of Rs.23.77 lakhs.
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.
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, 2023. There
was no requirement of fresh capital infusion during the year under review.
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.
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, 2023 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Vijay Pravinchandra 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 |
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. Mr. Sanjay Pravinchandra Thakkar (DIN: 00588420) was re-appointed as a
Managing Director of the Company for a period of 5 (Five) years with effect from 01st
April, 2022 to 31st March, 2027.
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 year under review, the Company has conducted 4 (Four) Board Meetings.
| No. |
Date of Meeting |
| 1 |
12th May, 2022 |
| 2 |
04th August, 2022 |
| 3 |
20th October, 2022 |
| 4 |
02nd February, 2023 |
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 Mrs. 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.
Four Audit Committee meetings were held during the year as below:
| No. |
Date of Meeting |
| 1 |
12th May, 2022 |
| 2 |
04th August, 2022 |
| 3 |
20th October, 2022 |
| 4 |
02nd February, 2023 |
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 Mrs. Falguni Mehta as Chairman, Mr. Nitin Parikh and Mr.
Rajesh Maheswari as Members of the Committee.
Two Nomination and Remuneration Committee meetings were held during the year as below:
| No. |
Date of Meeting |
| 1 |
12th May, 2022 |
| 2 |
04th August, 2022 |
STAKEHOLDERS 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 Companys performance in dealing with their grievances;
the companys share transfer system, transfers, transmissions, split, consolidation, etc.
Two Stakeholders Relationship Committee meetings were held during the year as below:
| No. |
Date of Meeting |
| 1 |
12th May, 2022 |
| 2 |
04th August, 2022 |
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 13th 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 Companys
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,
subject to ratification by the Members at every Annual General Meeting.
However, 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.
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 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.
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.
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE & DEVELOPMENTS, OPPORTUNITIES & THREATS, SEGMENTWISE
PERFORMANCE, OUTLOOK, RISKS & CONCERNS
During the year under review, the Company has done business in its food division too
& operates in two reportable segments, as identified in accordance with Ind AS-108:
‘Operating Segments.
OVERVIEW: INDIAN ECONOMY
Indias GDP grew 7.2% during FY 2022-23, slightly above the National Statistical
Organization (NSO)s forecast of 7%. The prolonged continuation of Russia Ukraine conflict
not only impacted the commodity prices adversely, but also impacted the overall economic
performance of countries worldwide. In the Indian context, in March 2023, the retail
inflation fell to its lowest in the past 15 months, below the 6% upper limit tolerance set
by the Reserve Bank of India (RBI). The repo rates increased from 4.4% in May 2022, to a
level of 6.5% in March 2023, significantly impacting the borrowing cost for both short and
long term funding for corporates.
OVERVIEW: BUSINESS
During economic crises, finance division of companies play a crucial role in promoting
stability and implementing operational measures to support businesses. Ongoing
geopolitical conflicts have slowed countries post-pandemic recoveries. Your company
continued to maintain strong financial discipline with credit financing this year.
Following sluggish years amid liquidity stress, we have tried to bounce back strongly with
reasonable stability in delinquency accounts and better asset quality.
The non regulated finance business in India holds immense potential and presents a
promising future, with its role of catering to the credit needs of businesses who lack
access to funds from regulated finance industry. Food security, infrastructure
development, resilient balance sheets of Indian corporate and a robust start up eco-system
have put the Indian economy on a long term and sustainable path of high growth.
The management kept a close view on churning the assets, wherever necessary, to improve
overall yields.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
- Conservation of Energy:
- 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.
- 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.
- 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.
- Technology Absorption:
- The efforts made towards technology absorption: Not Applicable
- The benefits derived like product improvement, cost reduction, product development or
import substitution: Not Applicable
- 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.
- The expenditure incurred on Research and Development: Nil
- Foreign exchange Earnings and Outgo:
|
|
Current year |
Previous year |
| Total Foreign Exchange Earnings |
Nil |
Nil |
| Total Foreign Exchange Outgo |
Rs. 3.52 Lakhs |
Rs. 3.62 Lakhs |
PARTICULARS OF EMPLOYEES
- 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.
- 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 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, wherever required.
HUMAN RESOURCES
Our Company is focussed 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
- Your Company has not issued any shares with differential voting.
- There was no revision in the financial statements from the end of the Financial Year to
date of the Directors Report.
- 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.
By order of the Board
For Fervent Synergies Limited
Vijay Thakkar
Chairman Place: Mumbai
DIN: 01276104 Date: 3rd August 2023
+91-9892691696
