Flomic Global Logistics Ltd Directors Report

The Directors are pleased to present 43rd Annual report and the Audited Financial Statement for the year ended 31st March, 2024 together with the Auditors Report thereon.

1) FINANCIAL SUMMARY:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Total Income	33,369.03	42,498.02
Financial Costs	858.38	835.90
Depreciation and Amortization	2098.50	1758.30
Profit before tax and exceptional items	309.81	1279.58
Exceptional income	--	-
Profit after exceptional items before tax	309.81	1279.58
Taxes(benefit)	91.26	3,31,27,923
Profit after tax	218.55	948.30
Other Comprehensive Income / (Loss)	(47.98)	(106)
Net Profit	218.55	948.30
Earnings per share (Basic)	1.20	5.22

2) DIVIDEND:

During the year under review, the Board of Directors has not recommended dividend on the Equity Shares of the Company.

3) TRANSFER TO RESERVES:

The Board of Directors has decided to retain the entire amount of profit for FY 2023-24 appearing in the Statement of profit and loss.

4) CHANGES IN THE NATURE OF BUSINESS:

The Company did not undergo any change in the nature of its business during the fiscal 2024.

5) COMPANYS PERFORMANCE:

The revenue for Current Year was 33,369.03 Lakhs, Lower by 21.48 percent over the previous years revenue of 42,498.02 Lakhs. The profit after tax (PAT) attributable to shareholders and noncontrolling interests for Current Year and Previous Year was 218.55 Lakhs and 948.30 Lakhs, respectively.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

Your Company is into the business of Logistics Sector and is not involved in any manufacturing activity. The information as applicable and required to be provided under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given hereunder:

i. Steps taken or impact on conservation of energy - The operations of your Company are not energy- intensive. However, adequate measures have been initiated for conservation of energy.

ii. Steps taken by the Company for utilizing alternate source of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises

iii. Capital investment on energy conservation equipment - Nil

B) TECHNOLOGY ABSORPTION:

i. Efforts made towards technology absorption - The minimum technology required for the business has been absorbed

ii. Benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. the details of technology imported - Not Applicable

b. the year of import - Not Applicable LOGISTICS LTD

c. whether the technology has been fully absorbed - Not Applicable

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable

e. Expenditure incurred on Research and Development - Not Applicable

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are as under:

Total Foreign Exchange Earned 8,223.95 Lakh

Total Foreign Exchange Used 6404.11 Lakh

7) EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on the Companys website at www.flomicgroup.com.

8) MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Managements discussion and analysis is set out as Annexure I forming part of this Annual Report.

9) SUBSIDIARY COMPANY:

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

10) RELATED PARTY TRANSACTIONS:

During the year 2023-24 the Contracts Arrangements entered into by the Company with related parties were approved by the Audit Committee pursuant to sub section (IV) (4) of Section 177 of Companies Act, 2013 and by the Board of Directors pursuant to Section 188(1) of Companies Act, 2013.

The related party transactions were at arms length basis and were in the ordinary course of business of the Company. The other details with respect to related party transactions in Form AOC-2 are set out in Annexure II to this Report.

11) CREDIT RATING:

The Company has been rated by Crisil Rating Limited for Bank Facilities. The long-term rating is CRISIL BBB-/ Stable and short-term rating is CRISIL A3.

12) REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The business model promotes customer centricity and requires employee mobility to address project needs.

13) HUMAN RESOURCES:

Your Company considers people as one of the most valuable resources. It believes in the theme that success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Companys HR philosophy is to motivate and create an efficient work force as manpower is a vital resource contributing towards development and achievement of organisational excellence.

14) DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. There were no unpaid or unclaimed deposits as on 31st March, 2024.

15) CORPORATE SOCIAL RESPONSIBILITY:

Flomics CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at www.flomicgroup.com.

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March, 2024, the Company has Eight Directors with an optimum combination of Executive and Non-Executive Directors including One women director. The Board comprises of Five Non-Executive Directors, out of which Four are Independent Directors.

The Shareholders at the Extra-Ordinary General Meeting held on 25th April, 2023 approved the following:

i. Appointment of Mr. Alan Lancy Barboza as an Executive Director with effect from 13th February, 2023;

ii. Appointment of Mr. Rajendraprasad Bhagirthi Tiwari as an Independent Director with effect from 13th February, 2023.

The Shareholders at the 42nd Annual General Meeting held on 15th September, 2023 approved the following:

i. Re-appointment of Mr. Lancy Barobza as Managing Director Cum Chief Executive officer of the Company for the period of 5 years with effect from 02nd December, 2023 to 01st December, 2028 (both days inclusive);

ii. Re-appointment of Mr. Satyaprakash Pathak as Whole-Time Director Cum Chief Financial officer of the Company for the period of 5 years with effect from 02nd December, 2023 to 01st December, 2028 (both days inclusive).

In the opinion of the Board, the Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.

In terms of Section 152 of the Act and Reg 17 (1C) of SEBI (LODR), Regulations 2015, Mrs. Anita Lancy Barboza retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

Additional information on appointment/re-appointment of Directors as required under Regulation 26(4) and 36 of the Listing Regulations is appended as on annexure to the notice convening the ensuing AGM.

b. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given their declaration to the Company stating their independence pursuant to Section 149(6) and Regulation 16(1) (b) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of 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 and possess relevant expertise and experience including the proficiency.

c. BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed, based on the criteria for evaluation laid down by the Nomination, Remuneration and Compensation Committee. A meeting of Independent Directors was held to review the performance of the Chairman, NonIndependent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and relevant provision of SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The action areas identified out of evaluation process have been discussed and are being implemented.

17) FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a Familiarization Program for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc.

All new independent directors inducted into the Board attend an orientation program. The details of the training and familiarization program are provided in the Corporate governance report. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities.

18) MEETINGS OF THE BOARD:

The Board of Directors met Four (4) times on 29th May, 2023, 11th August, 2023, 03rd November, 2023, 12th February, 2024 during the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

19) 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, 2024, the applicable accounting standards have been followed and there are not material departures from the same.

(b) 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 on 31st March, 2024 and the profit and loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2014 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

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

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

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

20) NOMINATION AND REMUNERATION COMMITTEE:

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

21) PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

There were no loans, guarantee or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

22) MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the import J GLOBAL LOGISTICS LTD

23) AUDITORS:

A. STATUTORY AUDITOR:

M/S DOOGAR & ASSOCIATES, Chartered Accountants, (having FRN 000561N) were appointed as a Statutory Auditor of the Company to hold office until the Conclusion of the of Annual General Meeting to be held in the Financial Year 2027.

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

B. SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 as amended, the Company has appointed M/S. HD AND ASSOCIATES, Practicing Company Secretary, Mumbai, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report is annexed herewith as Annexure IV. The Secretarial Audit Report for the year ended on 31st March, 2024 does not contain any qualifications, reservations or adverse remarks.

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held on 29th May, 2023 has appointed M/s. S. N. & Co. Chartered Accountants (Firm Registration No: 128887W), as internal auditors for FY 2023-24

24) REPORTING OF FRAUD BY AUDITORS:

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

25) LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to Bombay Stock Exchange.

26) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

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

27) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

28) MEETINGS OF COMMITTEES OF THE BOARD:

The Board has constituted necessary Committees pursuant to the provisions of Companies Act, 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with Stock Exchanges. The Committees of the Board held by company are Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee. The details about Committee Meetings are given below:

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

29) COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS: AUDIT COMMITTEE

Mr. Suresh Shiv anna Sahan • Chairman Non Executive- Independent Director

Mr. Rajit Ramchandra Upadhyaya - Member Non Executive- Independent Director

Mr. Satyaprakash Satnarayan Pathak • Member Executive Director

Mr. Aneish Kumar an Kumar- Member Non Executive- Independent Director

NOMINATION & REMUNERATION COMMITTEE

Mr. Suresh Shiv anna Sahan - Chairman Non Executive- Independent Director

Mr. Rajit Ramchandra Upadhyaya - Member Non Executive- Independent Director

Mrs. Anita LancyBarboza- Member Non- Executive Non Independent Director

Mr. Aneish Kumar an Kumar- Member Non Executive Indpendent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

Mr. Rajit Ramchandra Upadhyaya • Chairman Non Executive- Independent Director

Mr. Suresh Shiv anna Sahan • Member Non Executive- Independent Director

Mr. Lancy Barboza- Member Executive Director

Mr. Aneish Kumar an Kumar- Member Non Executive Independent Director

Mr. Rajendraprasad Bhagirthi Thvari • Chairman Non Executive- Independent Director

Mr. Rajit Ramchandra Upadhyaya- Member Non Executive- Independent Director

Mr. Satyaprakash Satyanarayan Pathak- Member Executive Director

30) PARTICULARS OF EMPLOYEES:

The disclosures required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V and form an integral part of this report.

Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) and 5(3) of the aforesaid rules, is maintained and forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The aforesaid information is available for inspection by the members. Any member interested in obtaining a copy thereof, may write to the Company Secretary at cs@flomicgroup.com

31) WHISTLE BLOWER:

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Companys website www.flomicgroup.com.

32) CORPORATE GOVERNANCE:

The Company is committed towards maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under regulation 34 (3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also published in this Annual Report.

33) SHARE CAPITAL:

During the year under review the Authorised Share Capital is INR. 25,00,00,000 (Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of INR. 10/. (Indian Rupees Ten Only).

The Issued, Subscribed and Paid-up capital of the Company is INR. 18,16,83,600/- (Indian Rupees Eighteen Crores Sixteen Lakhs Eighty-Three Thousand and Six Hundred Only) divided into 1,81,68,360 (One Crore Eighty-One Lakhs Sixty-Eight Thousand Three Hundred and Sixty) Equity Shares of INR. 10/- (Indian Rupees Ten) each.

As on date of signing this report the difference is held as the Company is being Merged and postmerger the Corporate Action is pending due to aforesaid Merger and Amalgamation order passed by NCLT, Mumbai there were addition of 1,09,68,360 Equity Shares, however company is in process of Corporate Action as on date of signing of this report.

34) BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility Report is not applicable to our Company.

35) COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has been in compliance with the applicable Secretarial Standards during the Financial Year 2023-2024.

36) 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 on prevention of sexual harassment at work place with a mechanism of lodging complaints, Redressal for the benefits of its employees. Your Company is committed to create and provide an environment free from discrimination and harassment including Sexual Harassment for all its employees.

The following is a summary of sexual harassment complaints received and conclusively handled during the year 2023-24:

Particulars	No of Complaints
Number of complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending as on end of the financial year	NIL

37) RISK MANAGEMENT POLICY

The Board has been vested with specific responsibilities in assessing of risk management policy, process and system. The Board has evaluated the risks which may arise from the external factors such as economic conditions, regulatory framework, competition etc. The Executive management has embedded risk management and critical support functions and the necessary steps are taken to reduce the impact of risks. The Independent Directors expressed their satisfaction that the systems of risk management are defensible.

38) ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

For And on Behalf of The Board of Directors
Flomic Global Logistics Limited
SD/-	SD/-
Lancy Barboza	Satyaprakash Pathak
Managing Director	Wholetime Director
DIN: 01444911	DIN:00884844
Place: Mumbai	f GLOBAL LOGISTICS LTD
Date: 14th August, 2024