To,
The Members,
Fortune International Limited
Your directors have pleasure in presenting the Forty Second Annual Report of Fortune International Limited along with the Standalone and Consolidated Audited Financial Statement of the Company for the year ended on 31st March, 2024.
1. BACKGROUND
Fortune International Limited is a BSE Listed Company which act as Trading House, Agents, business consultants, give advice, to engage in dissemination of information in all aspects of business, organization and industry and to advise upon the means and methods for extending and developing systems or processes relating to various activities of the business which includes export, production, storage, distribution, marketing and securing of orders for sale of goods in India and abroad and/or relating to the rendering of such services.
2. FINANCIAL PERFORMANCE:
(in Rs.)
During the year under review, the Company was unable to generate its operating revenue, however, the Company received Rs. 89.88 lakhs in respect of Dividend, therefore, the Company was able to earn a Profit of Rs. 54.78 lacs before sharing in profit/loss of associate Company "Fortune Stones Limited" and of Rs. 505.15 Lacs after sharing in profit/loss of Fortune Stones limited.
3. RESERVES
The Company doesn't propose to transfer any amount into the general reserve.
4. DIVIDEND
In view of unavailability of sufficient profits, the Board of Directors of the Company regrets their inability to recommend any dividend for the financial year ended 31st March, 2024.
5. LISTING
The Equity shares of the Company continue to remain listed on BSE Limited and the Calcutta Stock Exchange Limited.
6. DEPOSITS
The Company has not accepted any deposit within the meaning of Sections 2(31) and 73 of the Companies Act, 2013 and the rules framed there under during the Financial Year 2023-24.
7. SUBSIDIARY/ASSOCIATE COMPANIES
The Company does not have any subsidiary company at present.
Further, Fortune Stones Limited is the Associate of the Company. A statement containing salient features of the financial statements of the Associate Company is given in form AOC-1 annexed as Annexure 'A'.
8. PARTICULARS OF LOANS, GAURANTEE OR INVESTMENTS
Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2023-24 have been disclosed in the notes to the Financial Statements.
9. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as required to be disclosed under clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules, 2014, are furnished herein below:
a. Conservation of Energy
Although the operation of the Company is not energy intensive, it continues to adopt energy conservation measure at all operational levels.
b. Technology Absorption
Your Company has not imported any technology during the year under review.
c. Foreign Exchange Earning and Outgo
During the year under review, there were no transactions in Foreign Currency.
10. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's discussion and analysis, as approved by the Board of Directors, is set out in this Annual Report.
11. CORPORATE GOVERNANCE REPORT
Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. At Fortune, the goal of Corporate Governance is to ensure fairness for every stakeholder. We always seek to ensure that our performance is driven by integrity. Our Board exercises its fiduciary responsibilities in the widest sense of term.
Our Corporate Governance Report for the fiscal year 2024 forms part of this Annual Report.
12. DIRECTORS
a) In accordance with section 152(6) of the Companies Act, 2013 and clause 91 & 92 of Articles of Association of the Company, Mrs. Rekha Shrivastava (DIN: 00051261), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting of the Company. Mrs. Rekha Shrivastava is eligible and offers herself to get re-appointed at the ensuing Annual General Meeting of the Company.
b) During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.
c) Mr. Sanjay Seth, Independent Director of the Company resigned from the said post of the Board of Directors with effect from 11th July, 2024.
13. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all the Independent Directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Also, Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
14. BOARD EVALUATION
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.
15. MEETING OF BOARD OF DIRECTORS
During the year, Six Board Meetings were held, the details of which are given in the Corporate Governance Report. Maximum gap between the meetings is well within the limits prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board Meetings were held on 30th May, 2023, 11th August, 2023, 08th November, 2023, 23rd November, 2023, 13th December, 2024 and 13th February, 2024 and the necessary quorum was present for all the meetings.
16. POLICY ON REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Board based on recommendation of the Nomination & Remuneration Committee, has formulated a policy on remuneration, of directors, Key Managerial Personnel and other employees. The policy covers the appointment including criteria for determining qualifications, positive attributes, independence and remuneration of its directors, KMPs and other employees of the Company and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-B to the Directors' Report.
17. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The insider trading policy of the Company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the Company, as well as the consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing Company Securities.
18. COMMITTEES OF THE BOARD
Currently there are 5 Committees: The Audit Committee, The Nomination and Remuneration Committee, The Stakeholders Relationship Committee, Risk Management Committee and Whistle Committee. A detailed note on the composition of Board and its committees is provided in Corporate Governance Report, section of this Annual Report.
19. AUDITORS
(i) Statutory Auditors
As per the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014, M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No. 105335W), was appointed as the Statutory Auditors of the Company for a term of five years and Statutory Auditors of the Company for another term of 5 years i.e. from the conclusion of 40th AGM till the conclusion of 45th AGM of the Company to be held in the year 2027, at such remuneration and out of pocket expenses as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.
(ii) Secretarial Auditor
As per section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company had appointed M/s. Vishakha Harbola & Associates, Practicing Company Secretary, as Secretarial Auditor for carrying out the secretarial audit. The Secretarial Audit Report in the prescribed form is annexed as "Annexure- C" to this report. There are no qualifications, reservations, adverse remarks or disclaimer made by the Secretarial Auditors in their report.
(iii) Internal Auditor
As per section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014. The Company had appointed M/s. Bansi Khandelwal & Co. as an Internal Auditor of the Company.
20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower.
21. SEXUAL HARASSMENT POLICY
Your Company has a Policy on Sexual Harassment to provide direction and rules for governing the conduct of employees to ensure a work place free from sexual harassment. The Company has not received any complaint of sexual harassment during the financial year 2023-24.
22. HUMAN RESOURCES
Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as "Annexure- D" to this Report.
Details of employee remuneration as required under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company for inspection through electronic mode, during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request.
23. DIRECTOR'S RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:
(a) in the preparation of the annual accounts (standalone and consolidated) for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;
(b) they 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 and of the profit of the company for that period;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts (standalone and consolidated) for the Financial Year ended March 31, 2024 on a going concern basis;
(e) Proper internal financial controls were in place and these internal financial controls were adequate and operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
24. EXTRACTS OF ANNUAL RETURN
According to the provisions of Section 92(3) and 134 (3)(a) of the Companies Act, 2013, the prescribed Form MGT-9 (Extract of Annual Return) is annexed as "Annexure-E" and forms an integral part of this report.
25. RISK MANAGEMENT POLICY
The Company has formulated a Risk Management Policy which reflects the overall risk management philosophy, the Company's overall approach to risk management and the role and responsibilities for risk management. Risk management forms an integral part of the business planning and review cycle. The Company's Risk Management Policy is designed to provide reasonable assurance that objectives are met by integrating management control into the daily operations, by ensuring the compliance with legal requirements and by safeguarding the integrity of the Company's financial reporting and its related disclosures.
26. RELATED PARTY TRANSACTIONS
All the transactions done with related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act. There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties were entered by the Company in the normal course of business of the Company. The particulars of contracts entered during the year are shown in Form AOC- 2, which is annexed to this report as "Annexure- F".
27. ACKNOWLEDGEMENTS
The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their appreciation of the commitment, commendable efforts, teamwork and professionalism of all the employees of the Company.
The Directors appreciate and value the contributions made by every member of FIL Family.