Dear Shareholders,
The Board of Directors is pleased to present herewith the 9th (Ninth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31, 2018.
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.)
|
|
2018
|
2017
|
|
Net income from Operations
|
5,50,74,927
|
39,14,58,421
|
|
Other Income
|
5,63,042
|
83,09,619
|
|
Total Expenses
|
4,41,65,917
|
36,65,46,095
|
|
Depreciation
|
1,03,061
|
89,397
|
|
Profit before Tax
|
1,13,68,991
|
3,31,32,548
|
|
Tax
|
30,63,961
|
90,30,917
|
|
Profit after Tax (PAT)
|
83,05,030
|
2,41,01,631
|
BUSINESS PERFORMANCE
During the year under review, Operating Revenue of your Company stood at Rs. 5,50,74,927 as compared to Rs. 39,14,58,421 in previous year.
During the year under review, your Company has earned a net profit of Rs. 83,05,030 as compared to Rs. 2,41,01,631 in previous year.
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, 2018. There was no requirement of fresh capital infusion during the year under review.
CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the 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 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.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.
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.
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’.
FOODS BUSINESS DIVISION:
The health-conscious Indian seems to be gobbling almonds like never before, leading the country to topple China and Spain to emerge as the world’s largest consumer of the nut in recent times. Almond imports into India rose 7 per cent to worth $600 million last year against $560 million in 2016, according to Almond Board of California data. Particularly during the Indian festive season from September to March, the explosive increase in almond import marked 29%.
Almond is high in fiber, protein, and other nutrients. While mainly eaten raw, almond has a variety of culinary uses. It is commonly applied in pastry, cookies, and other sweets. It is also processed as oil to make almond milk and almond flour. Almond flour may replace wheat flour and is a great gluten-free substitute.
World almond production was on the rise in the 2017/18 season and consumption also continued expanding. But your company slowed down its trading in almonds during the year under review as compared to previous year due to anticipation of low margin. he globally rising demand of almond has propelled the upward tendency of almond price over past years. The unprecedented expansion of middle class worldwide largely contributes to the popularity of almond, as consumers are now better aware of and show stronger preference toward healthy food choices.
In 2017, almond market faced growing instability as unexpected frost hit to cause severe damage to California, world’s largest almond supplier. In March 2018, China decided to impose an additional tariff on U.S. almonds, which will take effect in upcoming July. Despite the adverse conditions, rising demand will continue to sustain the USD 21 billion revenue almond industry. While the U.S. is responsible for more than half the world almond production, California is the only state in the U.S. that produces commercial supply. Thus the Californian weather will continue to influence almond price, as it had in the past when California experienced its worst drought in decades in 2015.
FINANCE BUSINESS DIVISION:
The year 2017 was marked by a number of key structural initiatives to build strength across macroeconomic parameters for sustainable growth in the future. The growth in the first half of the year suffered despite global tailwinds. However, the weakness seen at the beginning of 2017, seems to have bottomed out as 2018 set in. Currently, the economy seems to be on the path to recovery, with indicators of industrial production, stock market index, auto sales and exports having shown some uptick. We believe that India’s economic outlook remains promising for FY17-18 and is expected to strengthen further in FY18-19. However, the signs of green shoots should not be taken for granted as downside risks remain.
During 2016, India’s real interest rates followed a downward global trend. However after this the rates started shifting upwards which affected investment activity, led to currency appreciation and resulted in subdued export activity.
The credit growth has remained subdued due to the twin balance sheet problem that India has been facing. The issue here is that balance sheets of Indian companies and banks both have been under stress. While Indian companies remain over-leveraged, the banks are reeling under high nonperforming assets.
Your company continued displaying strong financial discipline across macroeconomic cycles withstanding domestic and global adversaries, coming out safer and confident of its execution skills and competency. The management kept a close view on churning the assets, wherever necessary, to improve overall yields, but preservation of capital has been focused priority for your company.
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
PARTICULARS OF EMPLOYEES
A. Details of the ratio of the remuneration of each director to the median employee’s 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 will 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 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.
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).
Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Sanjay Thakkar - Managing Director, Karan Thakkar - CFO & Rashmi Kumari - Company Secretary.
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.
BOARD MEETINGS
During the year under review, the Company has conducted 5 Board Meetings on 10th April, 2017, 25th May, 2017, 14th September, 2017, 9th November 2017 and 08th February, 2018. 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 Nitin Parikh as Chairman, and Jagdish Mehta, Rajesh Maheswari and Falguni Mehta act 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.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
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.
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.
STAKEHOLDER’S RELATIONSHIP COMMITTEE
The Committee comprises of Rajesh Maheshwari as Chairman, Nitin Parikh, Falguni Mehta and Jagdish 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 Company’s performance in dealing with their grievances; the company’s 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.
CHANGE IN NATURE OF BUSINESS, IF ANY:
During the year under review, there is no change in any nature of business of the company.
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:
S in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
S 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;
S 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;
S the Directors have prepared the annual accounts on a going concern basis;
S that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and S 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.
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 13th (Thirteenth) Annual General Meeting of the Company, subject to ratification by members at every Annual General Meeting be and are hereby re-appointed as the Statutory Auditors of the Company subject to ratification by members at the Annual General Meeting.
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.
Members are requested to approve the re-appointment of auditors.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act, 2013, Secretarial Audit has been carried out by M/s. Sanjay Dholakia & Associates, Practising Company Secretary and report pertaining to such audit is annexed as Annexure 5 and forms part of the Board Report.
OBSERVATIONS - AUDITOR & SECRETARIAL AUDITOR
There were no qualifications contained in the Auditors Report and Secretarial Audit Report and therefore, there are no further explanations to be provided for in this Report.
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 in Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
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.
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, 2018 and the date of the Directors’ report.
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, 2018 which attracted the provisions of Section 186 of the Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.
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.
COST AUDIT
The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed as Annexure 6 herewith.
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.
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. Your Directors also 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 Mumbai, May 24, 2018
|