The Directors are pleased to present 42nd Annual report and the Audited
Financial Statement for the year ended 31st March, 2023 together with the
Auditors Report thereon.
1) FINANCIAL SUMMARY:
| Particulars |
2022-23 |
2021-22 |
| Total Income |
4,24,98,02,095 |
3,76,41,69,347 |
| Financial Costs |
8,35,89,709 |
6,19,00,751 |
| Depreciation and Amortization |
17,58,29,759 |
12,72,80,634 |
| Profit before tax and exceptional items |
12,79,58,505 |
12,92,90,560 |
| Exceptional income |
- |
- |
| Profit after exceptional items before tax |
12,79,58,505 |
12,92,90,560 |
| Taxes(benefit) |
3,31,27,923 |
3,29,20,698 |
| Profit after tax |
9,48,30,582 |
9,63,69,862 |
| Other Comprehensive Income / (Loss) |
(1,06,075) |
7,14,787 |
| Net Profit |
9,47,24,507 |
9,70,84,649 |
| Earnings per share (Basic) |
5.22 |
5.30 |
2) DIVIDEND:
The Board recommended no dividend shall be declared for the Financial Year
ended on 31st March, 2023.
77
3) TRANSFER TO RESERVES:
The Company had transferred INR. 9,48,30,582/- (Indian Rupees Nine Crores Forty-Eight
Lakhs Thirty Thousand Five Hundred and Eighty-Two Only) to the Reserve as on 31st
March, 2023.
4) 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:
Since the operations of the Company are restricted to financial services the provisions
of Section 134(3) (m) of the Companies Act, 2013 relating to conservation of energy and
technology absorption do not apply to our Company.
Still the Company has taken all the necessary steps to conserve the energy at all
levels in the premises of the Company. The wastage of resources is avoided at all possible
levels in the Company.
No capital investments are done on energy conservation equipment during the reporting
period.
B) TECHNOLOGY ABSORPTION:
No technologies are imported by the Company during the period under review so details
of absorption, capital expenditure on Research and development are not applicable to the
Company.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign currency transactions are recorded at the exchange rates prevailing on the date
of such transactions.
Monetary assets and liabilities as at the Balance Sheet date are translated at the
rates of exchange prevailing at the date of the Balance Sheet. Gain and losses arising on
account of differences in foreign exchange rates on settlement/ translation of monetary
assets and liabilities are recognized in the Profit and Loss Account.
5) EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on 31st March,
2023 prepared in accordance with Section 92(3) of the Act is made available on the website
of your Company and can be assessed using the link www.flomicgroup.com.
6) MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis is presented as a separate section as
Annexure I forming part of this Annual Report.
7) SUBSIDIARY COMPANY:
The Company does not have any Subsidiary, Joint Venture or Associate Company.
8) RELATED PARTY TRANSACTIONS:
During the year 2022-23 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.
9) 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. The contents of the Policy are stated in the Corporate Governance
Report.
10) DEPOSITS:
The Company has not accepted any deposits 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, 2023.
11) CORPORATE SOCIAL RESPONSIBILITY:
The Company has committee towards its CSR responsibility in accordance with its CSR
Policy. The constitution and other details of the CSR Committee are given in the Corporate
Governance Report.
12) DIRECTORS: a. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of signing of this report, Mr. Rajendraprasad Bhagirthi Tiwari and Mr. Alan
Lancy Barboza appointed as Non-Executive Independent Director and Director respectively
with effect from 13th February, 2023.
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
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with
Regulation 17 of the Listing Regulations, 2015, the Board carried out an annual evaluation
of the performance of the Board as a whole, the Directors individually and the working of
its Audit, Nomination & Remuneration Committees and other committees. The criteria on
the basis of which the evaluation has been carried out has been explained in the Corporate
Governance Report.
13) 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.
14) MEETINGS OF THE BOARD:
The Board of Directors met Six (6) times on 30th May, 2022, 10th
August, 2022, 16th September, 2022, 14th November, 2022, 13th
February, 2023 and 28th March, 2023 during the Financial Year 2022-23. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 and Regulation 17 of the Listing Regulations.
15) 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,
2023, 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, 2023 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, 2013
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.
16) 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.
17) 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.
18) 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 report.
19) PERFORMANCE EVALUATION OF BOARD:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board
has carried out an Annual Evaluation of its own performance and working of its Committees.
The Boards functioning was evaluated on various aspects, including inter alia degree of
fulfillment of key responsibilities, its structure and composition, establishment and
delegation of responsibilities to various Committees. Directors were evaluated on aspects
such as attendance and contribution at Board/ Committee Meetings and guidance/support to
them an agement of the Company. A reason which the Committees of the Board were assessed
included degree of fulfillment of key responsibilities, adequacy of Committee composition
and effectiveness of meetings. The performance evaluation of the Independent Directors was
carried out by the entire Board, excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors, who also reviewed the performance of the Board
as a whole.
20) 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, 2023.
The Secretarial Audit Report is annexed herewith as Annexure-III. The Secretarial
Audit Report for the year ended on 31st March, 2023 does not contain any
qualifications, reservations or adverse remarks.
21) 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.
22) LISTING WITH STOCK EXCHANGES:
Your Company is listed with the BSE Limited and the Company has paid the listing fees
to Bombay Stock Exchange.
23) 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.
24) 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 |
5 |
| 2. Stakeholders Relationship Committee |
1 |
| 3. Nomination & Remuneration Committee |
2 |
26) WHISTLE BLOWER:
The Board of Directors have set up the Whistle Blower Policy i.e. Vigil Mechanism for
Directors and Employees of the Company to report concerns about unethical behavior, actual
or suspected fraud, or violations of Companys
Code of Conduct or Ethics Policy.
27) CORPORATE GOVERNANCE:
The Company has complied with the Corporate Governance requirements under the Companies
Act, 2013 and as stipulated under the Listing Regulations, 2015. A separate section on
Corporate Governance under the Listing Regulations, 2015 along with a certificate from the
auditors confirming the compliance, is annexed in this Annual Report.
28) SHARE CAPITAL:
During the year under review the Authorised Share Capital of the Company increased from
INR. 21,00,00,000 (Rupees Twenty-One Crores Only) divided into 2,10,00,000 (Two Crores Ten
Lakhs] Equity Shares of INR. 10/- (Indian Rupees Ten Only) to 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.
29) BUSINESS RESPONSIBILITY REPORT:
Pursuant to Regulation 34 of the Listing Regulations, 2015, Business
Responsibility Report is not applicable to our Company.
30) COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has been in compliance with the applicable Secretarial Standards
during the Financial Year 2022-2023.
31) 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 2022-23:
| 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 |
32) CONSOLIDATED FINANCIAL STATEMENTS:
Since the Company does not have any Subsidiary Company or Associate Company, the
provisions of Section 129(3) of the Companies Act, 2013 and Clause 32 of the Listing
Agreement regarding consolidated financial statements do not apply.
33) ACKNOWLEDGEMENT:
Your Company wishes to sincerely thank all the customers, commercial banks, financial
institution, Creditors etc. for their continuing support and cooperation.
Your Directors express their appreciation for the dedicated and sincere services
rendered by the employees of the company and also sincerely thank the shareholders for the
confidence reposed by them in the company and from the continued support and co-operation
extended by them.
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 |
|
| Date: 11th August, 2023 |
|
+91-9892691696
