Flomic Global Logistics Ltd Directors Report.

The Directors are pleased to present 40th Annual report and the Audited Financial Statement for the year ended March 31,2021, together with the Auditors Report thereon.

FINANCIAL SUMMARY:

(Rs. In Lakhs)
Particulars 2020-21 2019-20
Total Income 16,676.04 11566.18
Profit before Interest, Depreciation, Amortization, Taxation and Exceptional Items 1,586.12 872.73
Financial Costs 382.69 284
Depreciation and Amortization 872.12 624.34
Profit before tax and exceptional items 331.31 35.61
Exceptional income - -
Profit after exceptional items before tax 331.31 35.61
Taxes(benefit) 84.37 30.33
Profit after tax 246.93 5.29
Other Comprehensive Income / (Loss) 23.79 5.79
Net Profit 223.14 0.50
Earnings per share (Basic) 1.23 0.00

1. DIVIDEND:

The Board recommended no dividend shall be declared for the Financial Year ended on March 31, 2021.

2. TRANSFER TO RESERVES:

The Company has not transferred amount to any reserve.

3. 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.

4. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of Companies (Management and Administration), Rules 2014 is placed on the website of the company.

The web link to access the annual return is www.flomicgroup.com

5. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis is presented as a separate section as Annexure I forming part of this Annual Report.

6. SUBSIDIARY COMPANY:

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

7. RELATED PARTY TRANSACTIONS:

During the year 2020-21 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.

8. 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.

9. 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 March 31,2021.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

11. DIRECTORS:

a. DIRECTORS AND KEY MANAGERIAL PERSONNEL

There is change in designation of Mr. Alan Barboza and Mr. Suresh Salian from Additional Directors to Executive director and Non-Executive Independent Director respectively.

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.

12. 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.

13. MEETINGS OF THE BOARD:

The Board of Directors met Six (6) times on 18th April 2020, 30th June 2020, 31st July 2020, 15th September 2020, 13th November 2020 and 13th February 2021 during the financial year 2020-21. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

14. BOARD COMMITTEES:

The Board of Directors met Six (6) times on 18th April 2020, 30th June 2020, 31st July 2020, 15th September 2020, 13th November 2020 and 13th February 2021 during the financial year 2020-21.

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, 2021, 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 judgements 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, 2021 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. 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.

19. AUDITORS:

A. STATUTORY AUDITOR:

M/s Sara & Associates, Chartered Accountants, (having FRN 1120927W) were appointed as a Statutory Auditor of the Company till the conclusion of Annual General Meeting to be held in the Financial Year 2022. The Company has received a certificate from the said auditors that they are eligible to hold office as the Auditors of the company.

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 March 31,2021. The Secretarial Audit Report is annexed herewith as Annexure-III. The Secretarial Audit Report for the year ended on March 31,2021 does not contain any qualifications, reservations or adverse remarks.

20. 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.

21. LISTING WITH STOCK EXCHANGES:

Your Company is listed with the BSE Limited and the Company has paid the listing fees to each of the Exchanges.

22. 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.

23. 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

24. COMPOSITION OF COMMITTEE OF BOARD OF DIRECTORS:

I. Audit Committee:

1. Mr. Suresh Shivanna Salian - Chairman

2. Mr. Rajit Ramchandra Upadhyaya - Member

3. Mr. Satyaprakash Satnarayan Pathak - Member

II. Stakeholders Relationship Committee

1. Mr. Rajit Ramchandra Upadhyaya - Chairman

2. Mr. Suresh Shivanna Salian - Member

3. Mr. Lancy Barboza- Member

III. Nomination & Remuneration Committee

1. Mr. Suresh Shivanna Salian - Chairman

2. Mr. Rajit Ramchandra Upadhyaya - Member

3. Mr. Satyaprakash Satnarayan Pathak - Member

25. 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.

26. 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.

27. BUSINESS RESPONSIBILITY REPORT:

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

28. INTERNAL FINANCIAL CONTROLS:

The Board hereby reports that the Internal Financial Controls were reviewed by the Audit Committee and there were adequate Internal Financial Controls existed in the Company with respect to the Financial Statements for year ended on 31st March, 2021 and the Internal Financial Controls are operating effectively.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards during the Financial year 2020-2021.

30. 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. There were no complaints filed against any of the employees of the Company under this Act.

31. 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.

32. ACKNOWLEDGEMENT:

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, Creditors etc. for their continuing support and co-operation.

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 Board
Flomic Global Logistics Limited
Lancy Barboza Satyaprakash S. Pathak
Date: SEPTEMBER 03, 2021 Managing Director Chief Financial Officer
Place: Mumbai DIN: 01444911 DIN: 00884844