Directors Report of Filatex Fashions Ltd.

Mar 31, 2023

BOARD''S REPORT

To the Members,

The Directors have pleasure in presenting the 29^th Boards'' Report of the Company together with the Audited
Statements of Accounts for the year ended 31^st March, 2023

l. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31^st March, 2023 has been as under:

Particulars
	2022-23	2021-22
Revenue from operations	16,410.83	11,531.72
Other income	364.22	34.46
Profit/loss before Depreciation, Finance Costs,	16,775.05	11,566.18
Exceptional items and Tax Expense	-	-
Less: Depreciation/ Amortisation/ Impairment	45.96	46.97
Profit /loss before Finance Costs, Exceptional items and Tax Expense
Less: Finance Costs	133.70	57.48
Profit /loss before Exceptional items and Tax Expense	1,675.84	402.62
Add/(less): Exceptional items	-	-
Profit /loss before Tax Expense	1,675.84	402.62
Less: Tax Expense (Current & Deferred)	485.36	121.49
Profit /loss forthe year (1)	1,191.47	290.61
Total Comprehensive Income/loss (2)	-	-
Total (1 2)	1,191.47	290.61
Balance of profit /loss for earlier years	-	-
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year 2022-23 was Rs. 16,775.05 Lakhs as against

Rs. 11,566.18 Lakhs forthe previous financial year. The Company recorded a net profit of Rs. 1,191.47 Lakhs

for the financial year 2022-23 as against the net profit after tax of Rs. 290.61 Lakhs for the previous year.

3. DIVIDEND

No Dividend is recommended for the financial year 2022-23.

4. BUSINESS UPDATE AND STATE OF COMPANY''S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and
Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the company during the year under review.

The Closing balance of reserves, including retained earnings, of the Company as at March 31^st 2023 is
Rs.2,268.37 Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and upto the date of Board''s Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the Company between
3 l^stMarch 2023 and the date of Board''s Report, (i.e., 08.09.2023)

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

As on date of the Report, the Authorized Share Capital of your Company stands at Rs. 850,00,00,000/-
(Rupees Eight Hundred and Fifty Crores only) divided into 170,00,00,000 (One Hundred and Seventy Crores)
equity shares of the face value of Rs. 5/- (Rupees Five Only) each.

The Paid- Up Capital of your Company stands at Rs. 48,40,72,725/- (Rupees Forty Eight Crores Forty Lakhs
Seventy Two Thousand Seven Hundred Twenty Five only) divided into 9,68,14,545 (Nine Crore Sixty Eight
Lakhs Fourteen Thousand Five Hundred and Forty Five) equity shares of the face value of Rs. 5/-
(Rupees Five Only) each.

10. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain
unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and
Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that
the Company is not require to transfer any amount to Investor Education and Protection Fund (IEPF) since no
dividend was declared in the financial year 2015-16.

The details ofDividend of earlier years remain unclaimed by the shareholders as on31.03.2023 are as given
below:

During Financial Year	Date Declaration Dividend	of of	Last date of claiming dividend	Unclaimed amount as on 31.03.2023	Due date for transfer to Investor Education and Protection Fund (IEPF)
2014-15	-		-	-	Nil
2015-16	-		-	-	Nil
2015-16	-		-	-	Nil
2017-18	-		-	-	Nil
2018-19	21-10-2019		-	-	23-11-2026
2019-20	-		-	-	Nil
2020-21	30-09-2021		-	-	04-11-2028
2021-22	-		-	-	Nil
2022-23	-		-	-	-

Pursuant to provisions of Section 124 of Companies Act 2013, the unclaimed dividend before the last date
above mentioned for the respective years, will be transferred to Investor Education and Protection Fund (IEPF)
established by Government of India pursuant to Section 125 of the Companies Act, 2013.

The shareholders whose dividend is not yet claimed are requested to write to the Company/ RTA at the earliest
for payment of the same.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, no dividend was declared for the financial year
2015-16 and therefore no amount has been transferred to IEPF during the year under report.

12. DETAILS OF THE NODAL OFFICER

The Company has designated Chanchal Sethia, Company Secretary as a Nodal Officer for the purpose of IEPF.

13. DIRECTORS OR KMP APPOINTED OR RESIGNED
a) Appointments:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Appointme nt
1	Mr. Ravinder Kumar Joshi	Non-Executive Director	12.01.2022
2	Mrs. Rani Sharma	Independent Director	12.01.2022
3	Mr. Tushar Paul	Independent Director	07.02.2023
4	Mr. Ramaswamy Reddy Pedinekaluva	Independent Director	07.02.2023
5	Ms. Chetna	Independent Director	01.04.2023
6	Mr. A mil Sharma	Independent Director	05.05.2023
7	Mr. Nageshwara Rao Chitirala	Independent Director	05.05.2023
8	Mr. Swapnil Prakash Raka	Independent Director	08.09.2023

Further, Mr, Vallam Setty Raghuram was re-designated as Non - Executive Director of the Company w.e.f08.09.2023.

a) Resignations:

S. No	Name of the Director/KMP/ Officer	Designation	Date of Resignation
1	Mr. Ravinder Kumar Joshi	Non-Executive Director	30.09.2023
2	Mrs. Rani Sharma	Independent Director	30.09.2023
3	Mr. Tushar Paul	Independent Director	05.05.2023
4	Mr. Ramaswamy Reddy Pedinekaluva	Independent Director	05.05.2023
5	Mr. Sanjay Ishwarlal Bora	Independent Director	07.02.2023
6	Mr. Mutyala Krishna Rao	Independent Director	07.02.2023
7	Mr. OmPrakash Sharma	Non-Executive Director	02.03.2023
8	Ms. Chetna	Independent Director	08.09.2023

The Board places on record their appreciation for the invaluable contribution made by the above director and
officer(s) during their tenure.

a)Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointment are given as Annexure A to the notice of the AGM forming part of this
Annual Report.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent directors of the Company to the effect that they
are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act,
2013 and under regulation 16(l)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Company''s Code of Conduct. In terms
of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgement and without any external
influence.

During the year. Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

15. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times on 30.05.2022,08.08.2022,03.09.2022,20.10.2022,14.11.2022,
07.02.2023 and 02.03.2023 and in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchan
ge Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 07.02.2023 to evaluate the performance of
non-independent directors, the board as a whole and the Chairman of the Company, taking into account the
views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)

OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure-1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as Annexure 2

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of
Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in Annexure-1

19. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and pmdent so as to give a tme 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;

(c) The Directors had 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) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate
with its size and operations. The organization is adequately staffed with qualified and experienced personnel
for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and
reports to the Audit Committee of the Board.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the
Companies Act 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation
17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2022-2023 is
given as Annexure-3 in this Annual Report.

23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year under review no Company has become or ceased to become its subsidiary, joint venture or
associate Company.

24. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as
such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

25. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has
been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns inFormDPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans. Guarantees or made any investments during the year under review.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of business. During the financial year 2022-23, there were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-4 to this report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company''s operations are not energy intensive. Adequate measures have

been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not
applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration
Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR)
Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the
Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of
the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the
Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

The provisions of corporate social responsibility u/s 135 of the Companies Act, 2013 have become applicable to
the Company for the first time w.e.f. the financial year 2023-24 since the Company has earned more than
Rs. 5 cr of net profit as defined therein. The Company has formulated the CSR policy and has specified the
activities to be undertaken by the Company to ensure that the Company spends in the FY2023-24 the required
amount of profits thereof. The Company has also constituted Corporate Social Responsibility Committee of the
Company in line with the provisions of Section 135 of the Companies Act, 2013 and are included in the
Corporate Governance report, which forms part of this report.

31. IGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of
Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company
promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour.

The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine
concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine
concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been
placed on the website of the Company www.filatexfashions.co.in

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going
concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

M/s. Pundarikashyam & Associates., Chartered Accountants was appointed as the statutory auditors of the
Company for five years from the conclusion of 28th Annual General Meeting held on 30.09.2022 till the
conclusion of the 33 ^rd Annual General Meeting to be held in the year 2026-27. The Auditors'' Report for fiscal
2023 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with
the financial statements in this Annual Report. The Company has received audit report with unmodified
opinion for audited financial results of the Company for the Financial Year ended March 31, 2023 from the
statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

34. SECRETARIALAUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of
Directors had appointed M/s Manoj Parakh & Associates, Practicing Company Secretaries (CP No. 8957) as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March
31, 2023.The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries
(CP No. 8957) for the financial year ended March 31, 2023. The Report given by the Secretarial Auditor is
annexed herewith as Annexure-5 and forms integral part of this Report.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated Februaiy 08. 2019 read with Regulation 24(A) of
the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a
Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
Further,

Secretarial Compliance Report dated May 30,2023, was given by M/s. Manoj Parakh & Associates, Practicing
Company Secretary which was submitted to Stock Exchange(s) within 60 days of the end of the financial year.

36. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read withRule 13 of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; During the year
under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal
Auditor of the Company by M/s Kandula & Associates., the Internal Auditor of the Company.

The Board has re-appointed by M/S. Kandula & Associates, Chartered Accountants, Hyderabad as Internal
Auditors for the Financial Year 2023-24.

37. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

38. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under
Section 164(2) of the Act, as on March 31, 2023.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company

www.filatexfashions.co.in

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1)
of the Act, are not applicable for the business activities carried out by the Company.

42.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read
with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with
the stock exchange in India is annexed herewith as Annexure-6 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and without
any external influence.

During the yean Independent Directors of the Company had no pecuniaiy relationship or transactions with the
Company, other than sitting fees, forthe purpose of attending meetings of the Board of Directors and Committee(s).

42. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc.
through familiarisation programme. The Company also conducts orientation programme upon induction of new
Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme
for Independent Directors is disclosed on the Company''s website www.filatexfashions.co.in.

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under
Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance
duly audited is appended as Annexure-7 for information of the Members. A requisite certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is
attached to the Report on Corporate Governance.

45. NON-EXECUTIVE DIRECTORS'' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

46. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes
ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required
for the position. The potential Board Member is also assessed on the basis of independence criteria defined in
Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In
accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR)
Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board
adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management.

The Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the
Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy
of the Company lays down guidelines and procedures to be followed, and disclosures 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 in
Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of conduct forthe prevention of insider trading, is available
on our website (www.filatexfashions.co.in).

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and
financial institutions.

52. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. All the policies are available on our website, www.filatexfashions.co,in.

53. EVENT BASED DISCLOSURES

During the year under review, the Company has taken up any of the following activities:

a Issue of sweat equity share: NA
b Issue of shares with differential rights: NA

c Issue of shares (including sweat equity shares) to employees of the Company: NA.

d. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e. Buy back shares: NA

f. Disclosure about revision: NA

g. Preferential Allotment of Shares: The Company has passed the Special resolution to issue convertible equity
warrants on preferential basis. However, the Company withdrew the In-principal Application and the same was
intimated to the BSE Limited.

h. Issue of equity shares with differential rights as to dividend, voting: NA

54. Shifting of Registered Office:

The Company has shifted its Registered Office from 8-2-682131A#201, MayFair Garden Apartments, Road No
.12. Banjara Hills, Hyderabad-300034, Telangana to 3" Floor, KMC Corporate Office, Door No.

1-80 /40/SP/58-65, Shilpa Homes Layout, Gachibowli, Hyderabad — 500032, Telangana w.e.f. 05.08.2023.

55. ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received
from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental
authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation,
support and smart work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.

For and on behalf of the Board
Filatex Fashions Limited

Place: Hyderabad

Date:08.09.2023 Prabhat Sethia

Managing Director
DIN: 00699415

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 21ST Annual Report and Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS :

2014-15 2013-14 Rupees Rupees

Profit Before Taxation (976,383) 11,97,224

Taxation:

Current Tax - Current Year (4,00,000) --

Previous Year 369942

Deferred 7,34,519 1,25,000

MAT Credit - -

Profit After Taxation 641,864 702282

Balance brought forward from previous year 60118537 59416225

The Company has actively engaged in manufacturing of Socks and actively finding out the venues of e- commerce in the Fashions Industry.

2. DIVIDEND

No Dividend Recommended for the financial year.

3. OPERATIONS

The total turnover of the Company was Rs. 24.90 crores (previous year - Rs. 25.80 crores ). The loss before exceptional items and taxation was Rs.976383/-.

4. DIVISIONAL PERFORMANCE

The Company operates in only one Business Operations

5. CAPITAL

The Company has increased its Authorized Capital of the Company during the financial year and also allotted 29,00,000 shares of Rs.5/- each at a premium of Rs.5/- each.

6. INTERNAL CONTROL SYSTEMS

Your Company has in place a robust Internal and Financial control systems which assists the Board and Management to fulfill business objectives, safeguards the shareholders' interest, financial transactions and company's assets. The primary objective of our internal control framework is to ensure that internal controls are established, properly documented, maintained and adhered to in each functional department for ensuring orderly and efficient conduct of business which includes proper use and protection of the Company's resources, accuracy in financial reporting, compliance with the statutes, timely feedback on achievement of operational and strategic goals. The Company's internal control system, supported by SAP ERP implemented a few years ago, is driven by well defined policies and procedures across its business divisions. In addition the Company is ISO 9001:2008 compliant which provides added comfort to our business partners and regulatory bodies.

The Company has an Internal Audit function which provides the Audit Committee and the Board of Doctors an independent, objective and assurance of the adequacy, efficiency and effectiveness of the Organization s risk management, internal and financial control and corporate governance processes. The Audit Committee/Board approved annual audit plan prepared in consultation with business heads and inputs obtained from the Company's statutory auditors ensures coverage of significant areas of operations with a risk based approach in order to conduct the audit in an efficient and timely manner. Process reviews for critical functions at all locations are performed in accordance with the audit plan. The function also assesses opportunities for improvement in business processes, systems and controls; provides recommendations to the Senior Management.

The Audit Committee of the Board of Directors regularly meets to review the significant audit findings action taken thereon, adequacy of internal and financial controls and implementation of various comprehensive policies. During the year, the Audit Committee met six times to review the reports submitted by the Internal Audit Department. The Audit Committee also regularly meets the Company's Statutory Auditors to ascertain their views on the business, adequacy of the internal control systems in the Company and their observations on the financial reports.

There are no outstanding public deposits at the beginning of the year under review. The Company has not accepted any public deposits during the year under review. The Board of Directors of the Company will consider accepting fresh public deposits at the appropriate time, in view of the regulatory changes under the Companies Act 2013.

10. TAXATION

The Company has paid up to date the Tax Liabilities.

12. SUBSIDIARIES:

The Company has no subsidiaries during the Financial year.

13.HUMAN RESOURCES/INDUSTRIAL RELATIONS :

The Manufacturing units has cortinued so maintain cordiel industrial relation, with low absenteeism while maintaining output levels.

Programswere conducted to improve the competency levels of workmen.

Staff Wefare

The Unit has its commitment to reuniting emplovee performance b, conducting employee of the Month awards to recognise exceptional performances by employees and inculcating a commitment to perform beyond the regular roles and responsibilities.

Safety

Various programmes have been conducted during the year covering Safety Awareness, Alteration Authority Job Safety Analysis (JSA), Hazard Identification, Risk Assessment, Risk Control (HIRARC). In addition internal / External Safety Audits; Safety Committee Meetings on regular basis; Job Study Analysis; HIRA / HAAZOP studies, SQC ; First Aid Training; Fire & Safety aspects and Emergency Rescue methods, have helpe o strengthen the overall safety and disaster management processes in the Hyderabad Factory.

Preventive Health Check-ups

As part of preventive healthcare, the Factory organized series of free medical check-ups, consisting of Diabetes, Cardiology, Orthopedic and General Medical Check up, to all the employees.

Security

As part of enhanced security of the Unit and other assets of the, compound walls have been reinforced, height raised and fencing of barbed wire & concertina coils provided. Other measures include CC TV monitoring at Key areas especially magazines relaying of patrolling route, erection of watch towers and construction of additional Security Check posts, installation of tower flood lights for better night illumination, installation of guard monitoring systems for effective patrolling checks. Communication systems from magazines, watch towers through land lines have been streamlined. As such over the years considerable additions and precautions have been added to strengthen the Security of the Factory.

Employment Practices

The Company believes in fair employment practices and is committed to provide an environment that ensures that every employee is treated with dignity and respect and afforded equitable treatment. The Company has a large proportion of women on the workforce and has adopted a Policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has not received complaints in this regard, during the year.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any Loans, Guarantees or Investments during the Financial year,

15. OUTLOOK FORTHE CURRENT YEAR, OPPORTUNITIES ANDTHREATS Overview of the Economy:

The merchandise exports from India have remained stagnant between US $ 302 to US $ 314 billion in the last three financial years. India's share is a mere 2% in Global trade, where as that of China is around 11.7% (2013). The Foreign Trade Policy 2015-2020 announced in April 2015 has set a target of 3.5% by 2020-21 for India.

In the last two/three years, the exporting units were big beneficiaries of Indian rupee depreciation. Since mid 2014, the rupee has been strengthening against Several Currencies, resulting in erosion of both realisation and profit for exporters. This is one cause for the deceleration in exports since mid 2014.

In Foreign Trade Policy 2015-2020 announced in April 2015, a new scheme named MEIS (Merchandise Exports From India Scheme) has been introduced where by the exporters will get incentive of 2% of FOB value in respect of merchandise falling under ITC (HS) code 61 - Knitted Apparels (including socks) exported to United Kingdom and United States of America etc (but not Switzerland and Gulf countries). This scheme is in substitution of earlier MLFP scheme (market linked focal product) which was off and on introduced and withdrawn.

Industry Structure and Development

The Indian textile industry, including hosiery and clothing, is one of the leading sectors of the Indian economy and contributes significantly to the country's industrial output (14%). It employs 35 million people in direct employment and earns much needed foreign currency with 17% of India's exports coming from Textiles and Garments. Overall, it contributes around 5% to India's GDP.

Textiles and apparel exported from India consume mainly indigenous inputs and are, therefore, big earners of net foreign exchange. This helps the country reduce its current account deficit.

Value of socks manufactured in India is estimated around 3000 crores per annum. Many major socks manufacturers in India are supplying their socks in the domestic market as licensees of international brands. Only a few supply under their own brand name.

Opportunities

Your Company is well poised to seize opportunities available in the sock knitting industry on account of its state-of-the-art production facilities, technical expertise, good quality culture and emphasis on product innovation and growth potential.

Your Company is meeting international quality norms of comfort, stretch, sizing, skin care and other parameters essential for inner wear intimate apparel. They also meet the fashion demands in terms of design, different knits and multiple shades. The socks manufactured by your Company are sold in Supermarket Chains and upper end Retail Stores.

The growing young middle-class population is a source of great potential and provides immense opportunities to spurt growth in the sock industry in the future.

For duty drawback on export shipments, "cap per unit" was raised upwards (more than double, say 2.25-2.50 Your Company is knitting super sophisticated design socks for a reputed international brand selling socks in big outlets at high prices. This gives great goodwill to your Company, as the name of your Company is mentioned on the band rolls of the socks of that brand.

All major overseas customers of your Company insist on social audits to be carried out in the factory at least once in two years, by the internationally acclaimed "Business Social Compliance Initiative Agencies". Such audits cover compensation to employees, health, safety, environment and management practices. New customers also insist on such audits to be conducted, before they start the business. The compliance of such audits to International Standards, brings healthy and ethical culture in working and creates goodwill of the Company among its clients. Your Company has successfully complied with many such audits and has thus ensured continuance of business with major clients for long periods.

Threats:

Your Company derives about 91% of its revenue from the export market. Economic slowdown or decline in demand in the country of buyer of your Company's products will have adverse impact on the working of the Company.

In the international market, countries like Turkey have developed an edge over the Indian manufacturers due to reduced freight cost and much reduced delivery time. Besides, Turkey enjoys exemption of 10.6% custom duty in relation with EU countries. This has posed a threat to the Indian socks suppliers and may pressurise them to reduce prices and thereby squeeze their margins. Even Bangladesh enjoys exemption in import duty by virtue of its being a less developed country and exports goods at prices which Indian socks suppliers cannot compete.

The major challenge that the textile, apparel and hosiery industry faces is of ever increasing production costs arising out of rising wages, power and other overheads.

Rupee has become strong against several foreign currencies from mid 2014. This has already adversely impacted the topline and bottom line of the exporting units, when compared with their last two/three years' performances.

16 . DIRECTORS

During the year, Mrs. Sangeeta Sethia, was appointed as Additional Director of the Company in order to comply the requirements of Women Director she is proposed to be appointed as Director liable to retire by rotation.

Mrs. Sangeeta Sethia holds a Degree in Commerce, from Osmania University.

In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company Mr. Prabhat Sethia retires by rotation at the 21st Annual General Meeting of the Company and is eligible for reappointment.

The number and details of the meetings of the Board and other Committees are furnished in the Corporate Governance Report.

The Independent Directors have furnished declaration of independence under Section 149 of the Companies Act 2013.

Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. through various programmes on a continuing basis. The Familiarisation programme for Independent Directors is disclosed on the Company's website.

Separate Meeting of Independent Directors

A separate meeting of Independent Directors of the Company, without the attendance of Non- Independent Directors and members of management, was held on 30th March, 2015, as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Clause 49 of the Listing Agreement. At the Meeting, the Independent Directors:

* Reviewed the performance of Non-Independent Directors and the Board as a whole;

* Reviewed the performance of the Chairman of the Company, taking into account the views of Executive Director and Non-Executive Directors; and

* Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the Meeting of Independent Directors Board & Directors' Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Board, its Committees and the Directors have carried out annual evaluation / annual performance evaluation, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance The performance evaluation of the Independent Directors was carried out by the entire Board.

The Criteria for performance evaluation are follows:

Role & Accountability

* Understanding the nature and role of Independent Directors'position.

* Understanding of risks associated with the business.

* Application of knowledge for rendering advice to management for resolution of business issues.

* Offer constructive challenge to management strategies and proposals.

* Active engagement with the management and attentiveness to progress of decisions taken.

Objectivity

* Non-partisan appraisal of issues.

* Own recommendations given professionally without tending to majority or popular views.

Leadership & Initiative

* Heading Board Sub-committees.

* Driving any function or identified initiative based on domain knowledge and experience.

Personal Attributes

* Commitment to role & fiduciary responsibilities as a Board member.

* Attendance and active participation.

* Proactive, strategic and lateral thinking.

Directors' Appointment and Remuneration Policy

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company and formulates the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement. The Board has, on the recommendations of the Nomination & Remuneration Committee framed a policy for remuneration of the Directors and Key Managerial Personnel. The objective of the Company's remuneration policy is to attract, motivate and retain qualified and expert individuals that the company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company's stakeholders.

The Non-Executive Directors (NED) are remunerated by way of Sitting Fee for each meeting attended by them and an annual commission on the profits of the Company. Commission to respective non-executive directors is determined on the basis of an objective criteria discussed and agreed upon by the Committee Members unanimously. NEDs are reimbursed any out of pocket expenses incurred by them in connection with the attendance of the Company's Meetings.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 (12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure B. The information required under Rule 5 (2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Annexure forming part of the Report.

None of the employees listed in the said Annexure is related to any Director of the Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure C'.

18. INFORMATION ON STOCK EXCHANGES

The Equity shares of the Company are listed on BSE Limited and the Listing Fees have been paid to them up- to-date.

19. CORPORATE GOVERNANCE

A detailed report on the subject forms part of this report. The Statutory Auditors of the Company have examined the Company's compliance and have certified the same as required under the SEBI Guidelines. Such certificate is reproduced in this Annual Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 of the Companies Act 2013:

(a) that in the preparation of the annual accounts/financial statements for the financial year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that the accounting policies as mentioned in the financial statements were selected and applied consistently and reasonable and prudent judgments and estimates were made 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;

(c) that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts were prepared on a going concern basis;

(e) that proper internal financial controls were in place and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

21. AUDITORS

Statutory / Financial Audit

M/s N G Rao and Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received confirmation that their appointment will be within the limits prescribed under Section 141 of the Companies Act, 1956.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vinod Sakaram, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as 'Annexure D'.

There was no qualification, reservation or adverse remark or disclaimer in the auditors report or the secretarial audit report.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act 2013 and other applicable provisions, the Company has constituted Corporate Social Responsibility Committee consisting of Mr.D.P.Kelkar, Chairman of the Committee (Independent Director), Mr.Subhash Kelkar (Non Executive Director and Mr.Sanjay Bora (Independent Director) as the Members of the Committee. The Committee met once during the year and laid down the policy on Corporate Social Responsibility stating therein the objectives, implementation and other issues pertaining to the achievement of the CSR objectives of the Company.

The erstwhile Lubricants Division which was demerged from the Company, was the major profit generating Division. The remaining businesses of the Company do not have eligible profit on aggregate basis during the last three financial years. Filatex Fashions Ltd. (FFL) to whom the Lubricants Division was transferred, has undertaken to incur the CSR expenditure, treating the profits of the erstwhile Lubricants Division as that of GOLILfor CSR purposes. In view of these circumstances, and based on legal advice, the CSR Committee concurred that the Company would not incur mandatory CSR expenditure. The Company, however, makes reasonable contributions to CSR purposes.

The CSR Policy of the Company is displayed on the website of the Company. The Annual Report on CSR activities is annexed herewith as 'Annexure-A'.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of the requirements of the Companies Act 2013 and Clause 49 of the Listing Agreement, the Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism are displayed on the website of the Company. The Audit Committee reviews the functioning of the vigil / whistle blower mechanism from time to time. There were no allegations / disclosures/ concerns received during the year under review in terms of the vigil mechanism established by the Company.

24. RELATED PARTY TRANSACTIONS

All related party transactions / arrangements that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All related party transactions / arrangements are placed before the Audit Committee for prior approval, supported by a statement from the Management as to the adherence of arm's length basis and being the ordinary course of business.

The policy on Related Party Transactions as approved by the Board is displayed on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Details of the transactions are provided in Form AOC-2 which is annexed as Annexure - F.

25. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

26.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Pursuant to a complaint filed before the Competition Commission of India (CCI) by Coal India Limited, CCI had vide their Order dated 16th April 2012 held that the Company had, along with a few other explosive manufacturers, contravened the provisions of Section 3of the Competition Act 2002. The CCI had on that basis imposed a penalty on the Company of Rs.29.84crores. The Company has filed an Appeal before the Competition Appellate Tribunal (COMPAT) and the COMPAT had vide its Order dated 18th April 2013, reduced to Rs.2.89 crores; and a further Civil Appeal in the Supreme Court of India and the matter is subjudice. Based on expert legal advice, the Company believes that it has a good case and expects a favourable decision in the matter.

27. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as 'Annexure G'

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government of India and various State Government authorities and agencies, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of all employees of the Company.

For and on behalf of the Board of Directors

Place : Hyderabad Prabhat Sethia Date -.September 02, 2015 Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 20th Annual Report of the Company for the financial year ended 31st March 2014.

DIVIDEND

Your directors express their inability to recommend any dividend for the financial year 2013-2014.

PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING

The equity shares of your company are listed on Bombay Stock Exchange Limited.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

STATUTORY AUDITORS

M/s. N.G. Rao & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility by submitting a Certificate under Section 139 of the Companies Act, 2013 and willingness to accept office, if re- appointed. Hence M/s. N.G. Rao & Associates, are hereby recommended for re- appointment as Statutory Auditors of the Company till the conclusion of the fourth consecutive Annual General meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act 1956, with respect to the Directors' Responsibility Statement, it is hereby confirmed by the Board that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) Appropriate accounting policies have been selected and applied them consistently and have made judgment 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 loss of the company for the financial year ended 31st March, 2011.

iii) Proper and sufficient care has been taken 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.

iv) Directors had prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis (MDA) of the Company for the year under review is attached to and forms part of this report.

PARTICULARS OF EMPLOYEES

Your Company has no employee whose salary exceeds the limits prescribed under Section 217 (2A) of the Companies Act, 1956.

Information pursuant to the companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY

(a) Energy Conservation measures taken: Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy- efficient computers and purchase of energy efficient equipment.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: Nil

(c) Impact of the measures (a) and (b) above for energy consumption and consequent impact on the cost of production of goods: Nil

B. TECHNOLOGY ABSORPTION

Research and Development (R & D)

1. Specific areas in which R & D carried out by the Company

The company continues to focus on R & D activities for developing and improving the quality and enhancing the benefits by adding new machines and technoiogy

2. Benefits derived as a result of the R & D

Research and development of new services & processes will continue to be of importance to your company.

3. Future plan of Action

The Company continues to strive for development of new products and improving the existing ones in order to meet the changing requirements and to cater to customer needs.

4. Expenditure on R & D

The company has not incurred any capital expenditure except a small amount towards salaries related to R & D

5. Technology Absorption, Adaptation and Innovation: Company is planning to negotiate a new brand name.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO CORPORATE GOVERNANCE

The Report on Corporate Governance along with the certificate from the Statutory Auditors certifying the compliance of Corporate Governance as per Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annua! Report.

ACKNOWLEDGMENTS

Your Directors are pleased to place on record their sincere appreciation to the Company s Bankers, employees, customers, suppliers and shareholders for their valuable support and co-operation.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The shareholders,

I Prabhat Sethia , Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

Place : Hyderabad For and on behalf of the Board of Date : 03.12.2014 Directors of Filatex Fashions Limited

Prabhat Sethia Managing Director

---

Mar 31, 2010

The Directors Have pleasure in presenting the Sixteenth Annual Report of the Company together with Audited Annual accounts for the year ended 31st March, 2010

1. Financial Results:

(Rupees.in Lacs)

31.03.2010 31.03.2009

Net Sales 3847.10 3870.76

Increase/Decrease in Stock 10.01

Other Income 0.78 0.72

Manufacturing/Operating Expenses 3737.91 3575.55

Profit before Financial Expenses & Depreciation 109.97 269.17

Interest/Financial Costs 1.81 0.11

Depreciation - 43.57

Preliminary Expenses written off - -

Net Profit (Loss) after Financial Expenses & 22.21 225.49 Depreciation

2. BUSINESS REVIEW:

The sales of the Company declined slightly to Rs. 3847.89 Lakhs from previous year Rs. 3 871.49 lakhs with Net profit of Rs. 22.21 Lakhs. The Company, in spite of tough competition in industry for export of textiles and turmoil after recovery from recession started, has been able to maintain adequate sales. The procurement of raw material for manufacture of textile raised and due to high manufacturing cost, coupled with lower margins on trading of textile related products

3. FUTURE OUTLOOK:

The Company is planning to increase the installed capacity for socks manufacturing and upgradation of plant & machinery and for that purpose, has procured new machines. The Companys efforts in trading of textile intermediary products like petrochemical, polyurethane, and other plastic products which enhances the scope of business to other industries like automobile ,electronics are being accepted through which the Company can scale up its sales and diversify its risk , which act as a cushion in case of decline in one industry and can dilute adverse effect.

4. AUDITORS:

The Auditors M/s N.G.Rao & Associates ,Chartered Accountants, Hyderabad, who have been appointed by shareholders resolution dated 04.12.2010, shall hold office upto conclusion of the ensuing Annual General Meeting. The Board recommends their reappointment for the year 2010- 2011.

The observations made by the Auditors in their report read with the Notes on Accounts are self explanatory and do not require any comments from Directors.

5. FIXED DEPOSITS :

Your Company has not accepted any fixed deposit from the Public or its shareholders during the year under the review.

6. DIRECTORS RESPONSIBILITY STATEMENT: In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the Annual accounts, the applicable accounting standards have been followed.

(ii) That your Directors have selected such accounting policies and applied them consistently and made Judgement 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 & loss of the Company for that period.

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.

(iv) That your Directors have prepared the Annual Accounts on a going concern concept.

7. PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing salaries equal or more than the limits laid under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975 as amended.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The details of energy conservation, technology absorption and foreign exchange earnings and outgo as required under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies( Disclosure of Particulars in the Report of Board of Directors) Rules 1988 are given in the Annexure forming part of this report.

9. SUBSIDIARY:

There are no subsidiaries to the Company as on date of the report.

10. CORPORATE GOVERNANCE CODE :

The Code of Corporate Governance promulgated by Securities & Exchange Board of India continues to be implemented by your Company. The Report on Corporate Governance and other related information is annexed hereto. The Compliance Certificate on Corporate Governance has been received from the Statutory Auditors.

11. CODE OF CONDUCT:

The Company has adopted a uniform Code of Conduct for Directors and Senior Management and above Officers level to ensure ethical standards and ensure compliance to the laid down standards.

12. ACKNOWLEDGMENTS

Your Directors take this opportunity to express their grateful appreciation for the Co-operation and assistance by Central and State Governments, Banks, Raw material suppliers and business associates as well as shareholders. Your Directors also place on record their appreciation for the devoted services rendered by all employees.

For and on behalf of the Board of Directors

Place: Hyderabad ( Prabhat Sethia) ( Raghu Raj)

Date: 06.12.2010 Managing Director Director