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Directors Report of Filatex India Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report along with the Audited Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS: (Rs. In lacs)

Particulars

2015-2016

2014-2015

Total revenue

127823

157276

Profit before Finance Cost, Depreciation and Tax

10511

8857

Finance Cost

5119

5360

Depreciation & amortization expense

2127

2057

Profit/(Loss) before tax

3265

1440

Tax expense

- Current

696

301

- MAT credit entitlement

(696)

(301)

- Taxation for earlier years

--

2

- Deferred

638

478

Net Profit/(Loss) after tax

2627

960

Balance brought forward from previous year

5270

4310

Profit available for appropriation

7897

5270

Balance carried forward to Balance Sheet

7897

5270

DIVIDEND

In view of the challenging times being faced by the Man Made Fibres Industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2015-16.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 127823 lacs as compared to Rs. 157276 lacs in the previous year resulting in decrease of approx. 19%. Decrease in turnover is due to decline in the prices of finished goods consequent upon decrease in the price of raw material and deep fall in crude prices. During the year under review, the Company has earned net profit of Rs. 2627 lacs as compared to net profit of Rs. 960 lacs in the previous year resulting into increase of 174% .

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

In respect of fire at Company''s POY manufacturing unit at Dadra in November, 2012, the claim under fire policy had been received during FY 2013-14 and claim under loss of profit policy amounting to Rs. 647.26 lacs has been received during the year under review.

EXPANSION

The capacity expansion at its existing unit in Dahej, Gujarat is progressing well. The Company has successfully commenced commercial production for manufacture of 100 TPD of Polyester Fully Drawn Yarn in March, 2016 and is also in the process of capacity expansion of value added product - Draw Textured Yarn (DTY). The process of installing of 40 Texturising machines is progressing as per schedule. Upon completion of this expansion, the manufacturing capacity of Draw Textured Yarn (DTY) will increase by 200 TPD. Twelve Texturising machines have been installed on which production of approx. 60 TPD has started. The remaining machines would be installed in phases and likely to be completed by 30th September, 2016.

SUBSIDIARY COMPANY

Filatex Global Pte Limited, Singapore was incorporated on 3rd Nov, 2015 as a Wholly Owned Subsidiary of the Company. No material transaction/ business has taken place during the financial year ended 31st March, 2016 except for incorporation expenses. The financial statement of the Subsidiary Company has been prepared and consolidated with the annual accounts of the Company in terms of Section 129(3) of the Companies Act, 2013. Pursuant to first proviso to sub-section

(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, a Statement containing salient features of the Financial Statement of the said Subsidiary Company is annexed herewith as Annexure “A”.

FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015

The Board of Directors of the Company had at its meeting held on February 12, 2016, granted 9,50,000 stock options (“options”) to the eligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS 2015), at an exercise price of Rs. 37 per option (being the closing price at BSE on February 11, 2016 i.e. immediately preceding the grant date). Each option is convertible into one Equity Share of the Company upon vesting & exercise subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS 2015.

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No 29 of the Financial Statement).

Disclosures in terms of Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are as under:

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including -

Date of shareholders'' approval 30th September, 2015

Total number of options approved under ESOS 16,00,000

Vesting requirements On completion of 3 Years from the date of

grant of options -- 60%

On completion of 4 Years from the date of

grant of options -- 20%

On completion of 5 Years from the date of

grant of options -- remaining 20%

Exercise price or pricing formula Exercise price is Rs. 37 per option (being the

Closing price at BSE on February 11,2016 i.e.

immediately preceding the grant date),

Maximum term of options granted It depends upon the vesting period & exercise

Period of the respective options as

determined by the Nomination and

Remuneration Committee.

Source of shares (primary, secondary or combination) Primary

Variation in terms of options The exercise period has been modified in

terms of shareholders resolution dated 12th

March, 20016.

(ii) Method used to account for ESOS –

Intrinsic or fair value Intrinsic

(iii) Where the company opts for expensing of the

options using Particulars Amount (Rs.)

the intrinsic value of the options, the difference between the

a. Employee Compensation cost NIl

employee compensation cost so computed and the

employee

using Intrinsic Value method

compensation cost that shall have been

recognized if it had used the fair value of the options

shall be disclosed. The impact b. Employee C°mpensati°n cost NIL

of this difference on profits and on EPS of the

company shall using Fair Value method

also be disclosed. As the fair value of the share (Rs. 11.601) is less

than the exercise price (Rs. 37), the company is

not required to recognize any Employee

Compensation Cost even if it had used the fair

value method. Therefore, there would be no

impact of using Fair value method of options on

profits and on EPS.

(iv) Option movement during the year (For each ESOS):

Particulars Details

Number of options outstanding at the beginning of the period 16,00,000

Number of options granted during the year 9,50,000

Number of options forfeited / lapsed during the year N.A.

Number of options vested during the year Nil

Number of options exercised during the year N.A.

Number of shares arising as a result of exercise of options N.A.

Money realized by exercise of options (INR), if scheme is

N.A.

implemented directly by the company

Loan repaid by the Trust during the year from exercise price

N.A.

received

Number of options outstanding at the end of the year

9,50,000

Number of options exercisable at the end of the year

Nil

(v)

Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

a. Weighted-average exercise prices

when the exercise price is equal to market price

Rs. 37

when the exercise price is less than market price

N.A.

when the exercise price exceeds market price

N.A.

b. Weighted-average fair values:

when the exercise price is equal to market price-

Rs. 11.601

when the exercise price is less than market price.

N.A.

when the exercise price exceeds market price

N.A.

(vi)

Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of

options granted to -

(a) Senior Managerial Personnel /KMP

50.000 options granted to Shri Ashok Chauhan, Wholetime Director

40.000 options granted to Mr. R.P.Gupta, Chief Financial Officer

15.000 options granted to Mr. Raman Kumar Jha, Company Secretary

Exercise price is the same for all eligible employees i.e. Rs. 37 per option.

(b) Any other employee who receives a grant in any one

N.A.

year of option amounting to 5% or more of option granted

during that year; and

(c) Identified employees who were granted option, during any

N.A.

one year, equal to or exceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of the

company at the time of grant.

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

The Fair value of Option is estimated on the grant date using the Black-Scholes-Merton model with the following assumptions:

Particulars

Options granted during fiscal 2016

2015

Grant Date

12-Feb-16

-

Weighted average share price (Rs.)

37

-

Exercise Price (Rs.)

37

-

Expected Volatility (%)

1 to 5

-

Expected life of the option (years)

5

-

Expected Dividends (%)

0

-

Risk-free interest rate (%)

7.524

-

Weighted average Fair value as on grant date (Rs.)

11.601

-

Notes:

1 The expected term of the ESOS is estimated based on the vesting term and contractual term of the ESOS, as well as expected exercise behaviour of the employee who receives the ESOS.

2 Expected volatility is based on historical volatility of the observed market prices of the company''s publicly traded equity shares during a period equivalent to the expected term of the ESOP.

3 Interest rate on Indian Government 5-year Bond is taken as the Risk-free interest rate

4 Dividend declaration is at the discretion of the Board of Directors. The Board has not declared any final dividend for the Financial year 2015-16 or any interim dividend. Accordingly, expected dividend is taken as zero.

SHARE CAPITAL

During the year the company has allotted 1,15,00,000 Convertible Warrants on preferential basis to the Promoter Group and others convertible at the option of Warrant holders in one or more tranches, within 18 months from the date of allotment of warrants (i.e. March 16, 2016) into equivalent number of fully paid equity shares of the Company of the face value of Rs. 10/- per share at an exercise price of Rs. 45/- per share (including premium of Rs. 35/- per share).

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Ashok Chauhan (DIN:00253049), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Madhu Sudhan Bhageria (DIN:00021934), Vice Chairman & Managing Director, Mr. Purrshottam Bhaggeria (DIN:00017938), Joint Managing Director and Mr. Madhav Bhageria (DIN:00021953), Joint Managing Director are being re-appointed for a further period of 3 years w.e.f. 30.07.2016 subject to the approval of Members in the ensuing annual general meeting.

Mr. Ashok Chauhan (DIN: 00253409) has also been re-appointed as Whole-time Director in the Board meeting held on 22nd April, 2016 for a further period of two years w.e.f. 01/05/2016 at consolidated Salary of Rs. 40.00 lacs per annum subject to the approval of Members in the ensuing annual general meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI regulations.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

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 their remuneration. The Nomination & Remuneration Policy is available on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 (“Act”), the Corporate Social Responsibility (“CSR”) Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved Rs. 4.50 lacs being more two percent of average net profits during proceeding three financial years of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 to be spent on CSR activities in accordance with CSR Policy, which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an expenditure of Rs. 4,49,636 lacs on Education, toilets and medical facilities, which is more two percent of average net profits of the Company during proceeding three financial years.

Details of the expenditure incurred towards CSR for the financial year 2015-16 is annexed herewith as Annexure “B”.

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure “C”.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting of the Company held on 30th September, 2014 to hold office till the conclusion of the twenty seventh AGM of the Company in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting held after appointment during their tenure of office.

Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and therefore, their ratification for appointment as Statutory Auditors for the year 2016-17 is being sought from the Members of the Company at the ensuing Annual General Meeting.

AUDITORS'' REPORT

Subsequent to the auditors'' qualification relating to treatment of foreign exchange difference during FY 2012-13 onwards, SEBI/QARC vide its letter dated November 05, 2015 advised the company to give effect to Auditors'' said Qualification for the Financial Years beginning from FY 2012-13. The company filed an appeal before the Securities Appellate Tribunal (SAT) at Mumbai, which vide its order dated 29th March, 2016 has quashed the orders of SEBI and hence the company is no more required to take any action on the said qualification.

There are no qualifications, reservations or adverse remarks made by M/s Amod Agrawal & Associates, Statutory Auditors in their report for the Financial Year ended March 31, 2016. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2016-17 as the Cost Auditor at a remuneration of Rs. 50,000 plus service tax and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure “D”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as Annexure “E”.

The Policy on related party transactions approved by the Board may be accessed on the Company''s website www.filatex. com.

Your Directors draw attention of the members to Note no. 39 to the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2016-2017 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure “F”.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 120.00 lacs per annum or Rs. 8.50 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as Annexure “G”.

VIGIL MECHANISM

In terms of the Section 177 of the Companies Act, 2013 and SEBI Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/ Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company''s website www.filatex.com. During the year under review, no complaint was received from any Whistle Blower. No personnel of the Company were denied access to the Audit Committee.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report. The Board of Directors don''t foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 14, 15 & 20 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure “H”.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

Madhu Sudhan Bhageria Purrshottam Bhaggeria

Place : New Delhi Vice Chairman and Managing Director Joint Managing Director

Date : July 30, 2016 DIN:00021934 DIN:00017938


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report alongwith the Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2014-2015 2013-2014

Total revenue 157276 176940

Profit before Finance Cost, Depreciation and Tax 8857 5446

Finance Cost 5360 4003

Depreciation & amortization expense 2057 2593

Profit/(Loss) before tax 1440 (1150)

Tax expense

- Current 301 -

- MAT credit entitlement (301) -

- Taxation for earlier years 2 34

- Deferred 478 (375)

Net Profit/(Loss) after tax 960 (809)

Balance brought forward from previous year 4310 5120

Profit available for appropriation 5270 4311

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Balance carried forward to Balance Sheet 5270 4311

DIVIDEND

In view of the challenging times being faced by the Man Made Fibres Industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2014-15.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 157276 lacs as compared to Rs. 176940 lacs in the previous year resulting in decrease of 11%. Decrease in turnover is due to decline in finished goods prices consequent upon decrease in price of raw material and deep fall in crude prices. During the year under review, the Company has earned net profit of Rs. 960 lacs as compared to net loss of Rs. 809 lacs in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

In respect of fire at Company's POY manufacturing unit at Dadra in November, 2012, the claim under fire policy has been received during FY 2013-14 and claim under loss of profit policy amounting to Rs. 536.59 lacs is still under consideration of Insurer.

SHARE CAPITAL

During the financial year 2013-14, the Company had allotted 80,00,000 convertible warrants on preferential basis to the promoters and others to be converted at the option of warrant holders in one or more tranches, within 18 months from the date of allotment viz September 20, 2013 of warrants into equivalent number of fully paid equity shares of the company of the face value of Rs. 10/- per share at an exercise price of Rs. 25/- per share (including premium of Rs. 15/- per share).

The Company, during the financial year 2013-14, had converted 42,40,000 warrants into equivalent number of equity share and balance 37,60,000 warrants were converted during the year under review. Consequently the paid up share capital of the Company increased to Rs. 32.00 crore from Rs. 28.24 crore.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Madhav Bhageria (DIN:00021953), Director, retires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting.

During the year under review, Shri B.B.Tandon (DIN: 00740511) who, resigned from the Board of Directors w.e.f. 24th September, 2014, has again joined the Board of Directors with effect from 13th February, 2015 as an Additional Independent Director subject to approval of Members at the ensuing Annual General Meeting.

As per provisions of the Companies Act, 2013, Independent Directors may be appointed for a term upto five years and shall not be liable to retire by rotation. Accordingly the Board recommends the appointment of Shri B.B.Tandon as Independent Director for a period of five years at the ensuing Annual General Meeting.

The Board has also reappointed Mr. Ashok Chauhan (DIN: 00253409) as Whole-time Director in their meeting held on 13th February, 2015 for a further period of two year w.e.f. 12.02.2015 at a consolidated Salary of Rs. 3.00 lacs per month subject to the approval of Members in the ensuing annual general meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

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 their remuneration. The Nomination & Remuneration Policy is annexed herewith as Annexure "A".

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Corporate Social Responsibility ("CSR") Committee was constituted and it consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members.

During the year under review, the Company introduced a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. The said policy is available on the Company's website www.filatex.com.

The Board, on the recommendation of CSR Committee, approved Rs. 7.84 lacs being two percent of average net profits of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 during proceeding three financial years to be spent on CSR activities.

During the year under review, the Company has incurred an expenditure of Rs. 4.68 lacs on Education, toilets and medical facilities, which is less than two percent of average net profits of the Company during proceeding three financial years. The Company committed to install more public toilets in association of local administration at Dadra, which could not be made ready by 31st March, 2015. Therefore, the Company was unable to spend the balance of Rs. 3.16 lacs during the year.

Details of the expenditure incurred towards CSR for the financial year 2014-15 is annexed herewith as Annexure "B".

MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures therefrom;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed herewith as Annexure "C".

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting of the Company held on 30th September, 2014 to hold office until the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Seventh AGM of the Company in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting held after appointment during their tenure of office.

Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing Annual General Meeting.

AUDITORS' REPORT

The company has received letter dated 26th December, 2014 from National Stock Exchange (NSE) advising the company to restate its Financial Statements for the financial year 2012-13 subsequent to the auditors qualification relating to treatment of foreign exchange difference during FY 2012-13. The detail of which is given in the Note 32 of the Balance Sheet.

The Company has taken up the matter with NSE/SEBI to explain and substantiate that the accounting treatment made by the Company is justified. Considering the Company's request, the Securities and Exchange Board of India (SEBI) has informed the Company for providing an opportunity of being heard and to make submissions/ representations before Qualified Audit Review Committee (QARC). Accordingly, the Company has submitted the written Statement and Representation before Qualified Audit Review Committee (QARC). As the matter is under consideration of SEBI/QARC, any effect, any with respect to restatement of financial statement for FY 2012-13 will be accounted for on receipt of final decision in the matter.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2014-15. Subject to the approval of the Central Government and Members at the ensuing Annual General Meeting, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2015-16 at a remuneration of Rs. 50,000 plus service tax and out of pocket expense.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as Annexure "E".

The Policy on related party transactions approved by the Board may be accessed on the Company's website www.filatex.com.

Your Directors draw attention of the members to Note no. 38 to the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2015-2016 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure "F".

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

Disclosures pertaining to remuneration and other details as 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 annexed herewith as Annexure "G".

VIGIL MECHANISM

In terms of the Section 177 of the Companies Act, 2013 and Listing Agreement, the Company has formulated the Whistle Blower Policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/ Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website www.filatex.com. During the year under review, no complaint was received from any Whistle Blower.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 14, 15 & 20 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "H".

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

MADHU SUDHAN BHAGERIA PURRSHOTTAM BHAGGERIA

Place : New Delhi Vice Chairman and Managing Director Joint Managing Director

Date : 13th August, 2015 (DIN: 00021934) (DIN: 00017938)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report alongwith the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2013-2014 2012-2013

Total revenue 176940 123180 Profit before Finance Cost,

Depreciation and Tax 5446 4755

Finance Cost 4003 2257

Depreciation & amortization expense 2593 2111

Profit/(Loss) before tax (1150) 387 Tax expense

* Current - 80

* MAT credit entitlement - (80)

* Taxation for earlier years 34 25

* Deferred (375) 126

Net Profit/(Loss) after tax (809) 236

Balance brought forward from previous year 5120 4745

Profit available for appropriation 4311 4981

Proposed Dividend on Equity Shares - (120)

Dividend Distribution Tax - (19)

Balance carried forward to Balance Sheet 4311 5120

DIVIDEND

In view of the loss during the financial year, the Board has not recommended any dividend on the equity shares for the year 2013-14.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 176940 lacs as compared to Rs. 123180 lacs in the previous year resulting in an increase of 44%. During the year under review, the Company has incurred net loss of Rs. 809 lacs as compared to net profit of Rs. 236 lacs in the previous year. Increase in turnover is due to commissioning of plant for polyester poly condensation and POY at GIDC, Dahej. The decrease in Net Profit is due to sluggish demand on account of slowdown in economy, adverse fluctuation in foreign exchange rates, higher finance cost & depreciation.

CLAIMS OF FIRE

During the previous Financial Year a fire broke at Company''s POY manufacturing unit at Dadra which affected functioning of some of the POY lines. Some lines which suffered partial damages were repaired and put to use again by March 2013. In respect of the lines which had major damages, in view of the substantial amount of expenditure required to be incurred to restore such machines, it is considered prudent to take the insurance claim on depreciated value without reinstating such machines. The company has accounted for claim amount of Rs. 1830.46 lacs (which includes interim claim of Rs. 500.00 Lacs, already received and net of Rs. 146.82 lacs received by disposal of the salvage).

The Company has also accounted for the claim recoverable under loss of profit policy amounting to Rs. 536.59 Lacs (Rs. 411.55 Lacs upto 31st March, 2013), computed on the basis of the best estimate of the Management and the same has been shown under other operating revenue.

SHARE CAPITAL

During the year under review, the Company had alloted 80,00,000 convertible warrants on preferential basis to the promoters/ others to be converted at the option of warrant holders in one or more tranches, within 18 months from the date of allotment of warrants i.e. 20th September, 2013 into equivalent number of fully paid equity shares of the Company of the face value of Rs. 10/- each at an exercise prce of Rs. 25/- per share (including premium of Rs. 15/- per share).

The Company had received Rs. 500/- lacs as application money being 25% of the issue price from 80,00,000 warrant holders and has further received Rs. 795/- Lacs towards balance amount being 75% of the issue price from the holders of 42,40,000 warrants for which the warrant holders exercised the option to convert them into equity shares. The company had issued 42,40,000 equity shares of Rs. 10/- each at a premium of Rs. 15 per share on preferential basis upon conversion on February 12, 2014, after which the paid up share capital of the company increased to Rs. 28.24 crore from Rs. 24.00 crore.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Purrshottam Bhaggeria (DIN:00017938), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. During the year under review, the Board of Directors appointed Mrs. Pallavi Joshi Bakhru (DIN:01526618) as an Additional Director as Independent in the meeting held on 20th September, 2013. She holds office upto the conclusion of the ensuing Annual General Meeting.

The Board of Directors had also appointed Mr. Ashok Chauhan (DIN: 00253409) as Additional as well as Whole- time Director in their meeting held on 12th February, 2014 for a period of one year w.e.f. 12.02.2014 at a consolidated Salary of Rs. 3.00 lacs per month subject to the approval of Members in the ensuing Annual General Meeting. Shri Ram Avtar Bhageria (DIN:00021969) has resigned from the Board of Directors w.e.f. 7th November 2013. He was the founder of the Company and his contributions to the deliberation of the Board and its Committee in the two decades have been immense and immeasurable. Your Directors place on record their appreciation for the valuable guidance, support and sagacious advice given by Shri Ram Avtar Bhageria during his tenure as Director of the Company.

As per provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a terms upto five years and shall not be liable to retire by rotation. Accordingly the Board recommends the appointment of Independent Directors, Shri B.B.Tandon, Shri S.C.Parija, Shri S.P.Setia and Smt. Pallavi Joshi at the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Board of Directors, in their meeting held on 30th May, 2014, constituted a Corporate Social Responsibility ("CSR") Committee consisting of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members. The Committee will work within the parameters of Section 135 of the Act and rules made thereunder to take the Company''s CSR commitment forward.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors therefore recommend their appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Seventh AGM of the Company.

AUDITORS'' REPORT

The Auditors'' observations contained in their report for the year under review are self-explanatory and do not require any further comments as the same have dealt with in Notes to Financial Statements.

COST AUDITORS

Your Company is required to maintain the Cost records for its products - Man Made Fibre/Yarn and get it audited by qualified Cost Auditors. Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of such records for the financial year 2013-14. The Cost audit report for the financial year 2013-14 shall be filed with the Ministry of Corporate Affairs within the prescribed time limit. Subject to the approval of the Central Government, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2014-15.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2014-2015 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

Place : New Delhi MADHU SUDHAN BHAGERIA Date : 4th August, 2014 Vice Chairman and Managing Director (DIN: 00021934)

PURRSHOTTAM BHAGGERIA Joint Managing Director (DIN: 00017938)


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Third Annual Report alongwith the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2012-2013 2011-2012

Total revenue 123496 47443

Profit before Finance Cost, Depreciation and Tax 4755 3346

Finance Cost 2257 450

Depreciation & amortization expense 2111 952

Profit before tax 387 1944

Tax expense

- Current 80 395

- MAT credit entitlement (80) -

- Taxation for earlier years 25 -

- Deferred 126 179

Net Profit after tax 236 1370

Balance brought forward from previous year 4745 3654

Profit available for appropriation 4981 5024

Proposed Dividend on Equity Shares - 240

Dividend Distribution Tax - 39

Proposed Dividend on Equity Shares for 2011-12 written back 120 -

Dividend Distribution Tax written back 19 -

Balance carried forward to Balance Sheet 5120 4745

DIVIDEND

In view of the challenging times being faced by the industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2012-13.

Subsidiary and Consolidation of Financial Statements

Filatex Synthetics Private Limited, which was incorporated on 9th March, 2012 as Company''s subsidiary, has had no transaction/business since its incorporation. During the year under review, your Company has sold its shares in the said subsidiary company, consequently it is no more subsidiary of your company. Thus your Company doesn''t have any subsidiary.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 137890 lacs as compared to Rs. 51934 lacs in the previous year resulting in an increase of 166%. The Net Profit after tax is Rs. 236 lacs as compared to Rs. 1370 lacs in the previous year. Increase in turnover is due to commissioning of plant for polyester Poly condensation and POY at GIDC, Dahej. The decrease in Net Profit is due to sluggish demand on account of slowdown in economy, adverse fluctuation in foreign exchange rates, higher finance cost & depreciation.

During the financial year under review, fire broke at company''s POY manufacturing unit at Dadra which affected functioning of some of the POY lines. The company is adequately insured and the insurers are in the process of assessing the quantum of loss. Some lines having partial damages were repaired and put to use again by March, 2013. Some lines which have major damages are expected to be replaced / restored by December, 2013. The loss caused by the fire is under determination by the insurers, however, the Management is of the opinion that the company would be able to recover the loss as it has obtained insurance covers on reinstatement basis as well as loss of profit policy. However, the loss on repair / replacement, if any, would be accounted for upon settlement of the claim.

EXPANSION

The Company''s plant for Polyester Poly condensation having capacity of 216000 TPA and POY with capacity of 108000 TPA at GIDC Dahej has been commissioned and become fully operational during the year 2012-13. The Poly condensation unit brings your Company at par with other manufacturers of POY as your company has also started making POY under Direct Melt Spinning Technology being used worldwide, by using PTA and mEg as raw materials. This will enable the Company to reduce operational costs and increase its profitability in coming years.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Ram Avtar Bhageria and Mr. Madhav Bhageria, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. During the year under review, Mr. Vibhu Bakhru has resigned from the Board of Directors w.e.f. 8th April, 2013. Your Directors place on record their appreciation for the valuable guidance and support given by Mr. Vibhu Bakhru during his tenure as Director of the Company.

Mr. Madhu Sudhan Bhageria, Vice Chairman & Managing Director, Mr. Purrshottam Bhaggeria, Joint Managing Director and Mr. Madhav Bhageria, Joint Managing Director are being re-appointed for a further period of 3 years w.e.f. 30.07.2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for the financial year 2013-14 for the approval of shareholders.

AUDITORS'' REPORT

The Auditors'' observations contained in their report for the year under review are self-explanatory and do not require any further comments as the same have dealt with in Notes of Accounts.

COST AUDITORS

Your Company is required to maintain the Cost records for its products - Man Made Fibre/yarn and get it audited by qualified Cost Auditors. Your Company has appointed M/s Bahadur Murao & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2012-13. The Cost audit report for the financial year 2012-13 shall be filed with the Ministry of Corporate Affairs within the prescribed time limit. Subject to the approval of the Central Government, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2013-14.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchanges. The Annual Listing Fee for the year 2013-2014 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no particulars of employees are given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

Place : New Delhi RAM AVTAR BHAGERIA

Date :27th July, 2013 Chairman


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report alongwith the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2011-2012 2010-2011

Gross Sales/Income from Operations 51934 53710

Gross Profit before Finance Cost, Depreciation and Tax 3375 4263

Finance Cost 479 541

Depreciation & amortization expense 952 920

Profit before tax 1944 2802 Tax expense

- Current 395 960

- Deferred 179 (59)

Net Profit 1370 1901

Balance brought forward from previous year 3654 1952

Profit available for appropriation 5024 3853

Proposed Dividend on Equity Shares 240 171

Dividend Distribution Tax 39 29

Balance carried forward to Balance Sheet 4745 3653

DIVIDEND

The Board has recommended dividend (proposed) of Rs. 1.00 (One) per equity share of Rs. 10 each subject to approval of Banks and Shareholders of the Company at the ensuing Annual General Meeting for the year 2011-12. The dividend including tax thereon will absorb an amount of Rs.278.93 lacs.

Subsidiary and Consolidation of Financial Statements

During the year under review, the Company namely 'Filatex Synthetics Private Limited' was incorporated on 9th March, 2012 as its subsidiary Company and no transaction / business has taken place during the financial year 2011-12. Therefore, the subsidiary's financial statement has not been prepared and consolidated with the annual accounts of the Company.

OPERATIONS

During the year the Company achieved turnover of Rs. 51934 lacs as compared to Rs. 53710 lacs for the previous financial year and the Net Profit after tax is Rs. 1370 lacs as compared to Rs. 1901 lacs in the previous year. Decreases in turnover and Net Profit are due to sluggish in demand on account of slowdown in economy and adverse fluctuation in foreign exchange rate.

EXPANSION

Your Company has set up of a Polyester Poly Condensation plant with a capacity of 216000 TPA alongwith expansion of polyester POY capacity by 108000 TPA in the state of Gujarat. The Company's plant for Polyester Poly condensation cum POY at GIDC Dahej has been partly commissioned and production of POY in the month of March, 2012. The Company at present manufacturing POY by using polyester chips as raw material, whereas all other major manufacturers are making POY under Direct Melt Spinning Technology being used worldwide, using PTA and MEG as raw materials. The Poly condensation unit will bring your Company at par with other manufacturers of POY. This will enable the Company to reduce operational costs and increase its profitability.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Purrshottam Bhaggeria and Mr. S.P.Setia, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for the financial year 2012-13 for the approval of shareholders.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

STOCK EXCHANGE LISTING

During the year under review, the Equity Shares of the Company got listed at the National Stock Exchange of India Limited and the Company has voluntarily obtained approval from Calcutta Stock Exchange for delisting of the Equity Shares in terms of Regulation 6 & 7 of SEBI Delisting of Equity Shares) Regulations, 2009. Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchanges. The Annual Listing Fee for the year 2012-2013 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring sustained operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

Place : New Delhi PURRSHOTTAM BHAGGERIA MADHU SUDHAN BHAGERIA

Date : 29th May, 2012 Joint Managing Director Vice-Chairman & Managing Director


Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual Report alongwith the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2010-2011 2009-2010

Gross Sales/Income from Operations 53710 42923

Gross Profit before Financial Charges, Depreciation & Taxation 4264 3934

Financial charges 542 467

Depreciation 920 851

Profit before tax 2802 2616

Provision for Taxation

– Current 960 646

– Deferred (59) 251

– Taxation for earlier years - 9

– MAT Credit Entitlement - (9)

Net Profit 1901 1719

Balance brought forward from previous year 1952 434

Profit available for appropriation 3853 2153

Proposed Dividend on Equity Shares 171 171

Dividend Distribution Tax 29 29

Balance carried forward to Balance Sheet 3653 1953

DIVIDEND

The Board has recommended dividend (proposed) of Rs. 1.00 (One) per equity share of Rs. 10 each which will be paid after approval at the ensuing Annual General Meeting for the year 2010-11. The dividend will absorb an amount of Rs.171.41 lacs.

OPERATIONS

The production of Polyester, Polypropylene and Fully Drawn Filament Yarn during the year has increased from 59913 MT in 2009-10 to 66291 MT in 2010-11 registering an increase of 10.65%. Production of Polyester, Nylon & Poly Propylene Monofilament yarn has increased from 1436 MT in 2009-10 to 1642 MT in 2010-11 registering an increase 14.35% and Narrow Fabrics from 660 MT in 2009-10 to 1637 MT in 2010-11 registering an increase of 148%.

During the year the Company achieved turnover of Rs. 53710 lacs as compared to Rs. 42923 lacs for the previous financial year registering an increase of 25%. The Net Profit after tax is Rs. 1901 lacs as compared to Rs. 1719 lacs in the previous year registering an increase of 11%.

EXPANSION

Your Company is in the process of setting up of a polyester poly condensation plant with a capacity of 216000 TPA alongwith expansion of polyester POY capacity by 108000 TPA in the state of Gujarat. The Plant is expected to commence production in the last quarter of the financial year 2011-12. The Company at present is manufacturing POY by using polyester chips as raw material, whereas all other major manufacturers are making POY under Direct Melt Spinning Technology being used worldwide, using PTA and MEG as raw materials. The Poly condensation unit will bring your Company at par with other manufacturers of POY. This will enable the Company to reduce operational costs and increase its profitability.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. S.C.Parija and Mr. B.B. Tandon, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgements and estimates that were 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;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for 2011-12 for the approval of shareholders.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed on Bombay & Calcutta Stock Exchanges. The Annual Listing Fee for the year 2011-2012 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring sustained operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

RAM AVTAR BHAGERIA Chairman

Place : New Delhi Date : 30th April, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report along with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS:

Particulars 2009-2010 2008-2009

(Rs. in Lacs)

Sales/Income from Operations 42923 38428

Gross Profit before Financial Charges, Depreciation & Taxation 3934 2829

Financial charges 465 640

Depreciation 851 790

Profit before exceptional items and tax 2618 1399

Exceptional items

Profit on sale of Wind Mill unit - (122)

Profit before tax 2618 1521

Provision for Taxation

- Current 648 171

- Deferred 251 853

- Fringe Benefit - 10

- Taxation for earlier years 9 -

- MAT Credit Entitlement (9) (171)

Net Profit 1719 658

Balance brought forward from previous year 434 1026

Profit available for appropriation 2153 1684

Interim Dividend paid 171 -

Dividend Distribution Tax 29 -

Transfer to Capital Redemption Reserve - 1250

Balance carried forward to Balance Sheet 1953 434

DIVIDEND

Your Company has paid interim dividend of Rs.1 per share for the year 2009-10. The total outflow for this purpose was Rs.171.41 lacs. In order to conserve the resources for future requirements, your Board has not recommended any final dividend for the year 2009-10.

OPERATIONS & OUTLOOK

Your Directors are pleased to inform you that the adoption of effective and efficient raw material/ inventory management system, stringent cost control measures and improved product mix continues to yield better results as reflected by the improved financial performance of the Company.

During the financial year, the Company has issued 40,00,000 convertible Warrants to be converted at the option of warrant holders in one or more tranches within eighteen months from 4th March, 2010 i.e. the date of allotment into equivalent number of fully paid up equity shares of the Company of the face value of Rs. 10 each at an exercise price of Rs. 40 per share (including premium of Rs. 30 per share) to the Promoters/ persons belonging to the Promoter Group on preferential basis. The money so raised has been utilized/ deployed in the ongoing expansion project of the Company.

Implementation of the Polyester Poly-Condensation plant together with increase in the existing POY capacity is going on as per schedule at a capital outlay of Rs. 240 crores.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits.

DIRECTORS

Mr. Madhav Bhageria and Mr. Ram Avtar Bhageria, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors’ Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS & AUDITORS’ REPORT

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Your Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Observations, if any, made by the Auditors in their report read with the relative notes on accounts are self-explanatory.

STOCK EXCHANGE LISTING

The Equity Shares of your Company are listed on Bombay & Calcutta Stock Exchanges. The Annual Listing Fees has been paid to the aforesaid Stock Exchanges for the year 2010-2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

A Statement showing the particulars of employees under Section 217(2A) of the Companies Act, 1956 is annexed to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere appreciation for the support, which the Company has received from its Bankers, Government Organizations, Dealers, Customers, Vendors, Staff and Employees. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company and its Management.

For and on behalf of the Board of Directors

Place : New Delhi RAM AVTAR BHAGERIA

Date : 3rd August, 2010 Chairman