Directors Report of Filatex India Ltd.
Mar 31, 2023
Directorsâ Report
Dear Members,
Your Directors have pleasure in presenting 33rd Annual Report of the Company along with the Audited Financial Statements for the
financial year ended March 31, 2023.
|
Particulars |
2022-23 |
2021-22 |
|
Total revenue (Turnover) |
4,30,387 |
3,82,809 |
|
Other income |
1,814 |
2,523 |
|
Total Income |
4,32,201 |
3,85,332 |
|
Profit before Finance Cost, Depreciation and Tax |
25,012 |
55,633 |
|
Finance Cost |
5,938 |
3,600 |
|
Depreciation & amortization expense |
6,866 |
6,338 |
|
Profit/(Loss) before exceptional items & tax |
12,208 |
45,695 |
|
Exceptional Items-Profit |
- |
164 |
|
Profit before tax |
12,208 |
45,859 |
|
Tax expense |
||
|
- Current |
3,556 |
14,010 |
|
- Deferred |
(338) |
1,576 |
|
Total Tax |
3,218 |
15,586 |
|
Net Profit/(Loss) after tax |
8,990 |
30,273 |
|
Other comprehensive losses |
24 |
30 |
|
Total comprehensive income |
9,014 |
30,243 |
The Board of Directors of the Company (''the Board'') has
recommended final dividend of '' 0.15 (Fifteen Paisa) per equity
share of the Company for the year ended March 31, 2023.
The dividend on equity shares is subject to the approval of the
Shareholders at the ensuing Annual General Meeting of the
Company scheduled to be held on September 27, 2023. The
dividend once approved by Shareholders will be paid within the
statutory time limit.
As per section 194 of Income Tax Act, a Company is required to
deduct TDS @ 10% on dividend payment if it exceed '' 5000/-.
However, no TDS shall be deducted in the case of any dividend
payment to, Life Insurance Corporation, General Insurance
Corporation of India, any other insurer and Mutual Funds
specified u/s 10(23D) of Income Tax Act. Moreover, as per section
195 of the Act TDS is required to deduct @ 20% plus surcharge on
payment of Dividend to Non-Resident.
In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 ("Listing Regulations"), the Dividend
Distribution Policy of the Company is available on the Company''s
website www.filatex.com.
During the year under review, no amount has been transferred to
the Reserves and the entire amount of profits has been retained
in the profit and loss account.
This has been a difficult year for the Company due to various
macro factors such as the Ukraine-Russia war, global economic
slowdown and a prolonged COVID lockdown in China. All these
factors have adversely affected the market demand and selling
prices. The Indian polyester industry has been facing intense
competition from cheaper Chinese imports in the domestic
market. High volumes of Chinese imports have led to a price war
in the domestic market forcing all Indian manufacturers to sell at
lower prices to match import prices to maintain market share,
which has adversely affected the margins.
Despite the challenging market environment, the Company
has achieved 97% capacity utilization on an annual basis. The
Company achieved its highest production and sales quantities of
3,80,197 MT and 3,82,133 MT respectively in FY23.
The Company commissioned and started commercial production
of its project for debottlenecking melt capacity of 50 MT per day
and manufacturing lines of 120 MT per day POY at Dahej Plant in
September 2022.
The Company continues to be engaged in R & D activities to
develop process parameters for chemical recycling of Polyester
waste. It has set up a 1500 Kgs per day pilot plant to revalidate
the process conditions and operating costs. The Company has
taken trials of spinning the recycled chips and converted the
yarn into cloth to test the parameters. The results are positive
and encouraging.
During the year ended March 31, 2023, the Company doesn''t
have any subsidiary. Therefore, Statement containing salient
features of the Financial Statement of the said Subsidiary
Company is not required to be attached as required under the
first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014.
FILATEX EMPLOYEE STOCK OPTIONS
SCHEME, 2015
The Nomination & Remuneration Committee had, at its
meeting held on May 07, 2018, granted 4,30,000 stock options
("options") of face value of '' 10 each [subsequently sub-divided
into 21,50,000 shares of face value of '' 2 each] to the eligible
Employees of the Company under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS -2015) at an exercise price
of '' 211 per option (after sub-division, '' 42.20 per option) (being
the closing price at BSE on February 11, 2016 i.e. immediately
preceding the grant date), each option being convertible into
one Equity Share of the Company upon vesting 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.
On the recommendation of Nomination & Remuneration
Committee in its meeting held on August 28, 2020, Members of
the Company in their Annual General Meeting held on September
30, 2023 approved the repricing of the outstanding employee
stock options granted in 2nd Tranche under Filatex Employee
Stock Option Scheme, 2015 from Exercise price of '' 42.20 per
option to '' 28.85 per option.
The Board of Directors in their meeting held on November 08,
2022 had approved the sub-division of One Equity Shares of the
Company having a face value of '' 2/- (Rupees Two only) each into
2 (Two) Equity Shares having a face value of '' 1/- (Rupee One
only) each. The Members of the Company passed the resolution
for the sub-division of shares through postal ballot on December
14, 2022. Accordingly, the number of stock options and price
thereof were adjusted.
Diluted Earnings per share (EPS) taking the effect of issuance of
options under Filatex ESOS 2015 had been calculated (refer Note
No. 40 of the Financial Statement). Disclosure under SEBI (Share
Based Employees Benefits) Regulations, 2014 regarding details
of the Filatex ESOS, 2015 for the financial year ended March 31,
2023 has been given in Note 50 of the Financial Statement.
The Board of Directors in their meeting held on November 08,
2022 had approved the sub-division of One Equity Shares of the
Company having a face value of '' 2/- (Rupees Two only) each into
2 (Two) Equity Shares having a face value of '' 1/- (Rupee One
only) each. The Members of the Company passed the resolution
for the sub-division of shares through postal ballot on December
14, 2022.
The Company allotted 8,44,250 Equity Shares of '' 1 each on
June 08, 2023 at an exercise price of ? 14.425 per share against
exercise of Stock Options to the Employees of the Company
under Filatex Employee Stock Option Scheme 2015 (Filatex
ESOS-2015).
Presently, the Company''s Issued & Paid-up Share Capital is
'' 44,38,55,500 consisting of 44,38,55,500 Equity shares of
'' 1/- each.
During the year under review, the Company has not accepted
any deposits.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Shri Purrshottam Bhaggeria (DIN: 00017938), Joint Managing
Director, retires by rotation and being eligible, offer himself for
re-appointment at the ensuing Annual General Meeting.
Shri Swarup Chandra Parija, Shri Suraj Parkash Setia and Smt.
Pallavi Joshi Bakhru and Shri Rajender Mohan Malla, Independent
Directors have confirmed that their names have been enrolled in
the Independent Directors'' Databank.
The directors would like to confirm that the Company has received
declaration from all the Independent Directors confirming
their independence as well as confirmation that "he/she is not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/her
ability to discharge his/her duties with an objective independent
judgement and without any external influence" Accordingly,
requirement of Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations
are duly complied with. Pursuant to the circular relating to the
"enforcement of SEBI Order regarding appointment of directors
by listed companies" dated June 20, 2018, any director of the
Company, is not debarred from holding the office of director
pursuant to any SEBI order. Your directors would like to confirm
that as per opinion of the Board of Directors, all the Independent
Directors of the Company meet the requirement of integrity,
expertise and experience (including the proficiency) required for
their appointment.
Pursuant to the provisions of Section 203 of the Act, at present,
the Key Managerial Personnel of the Company are: Shri Madhu
Sudhan Bhageria, Chairman and Managing Director, Shri
Purrshottam Bhaggeria, Joint Managing Director & Shri Madhav
Bhageria, Joint Managing Director & CFO, Shri Ashok Chauhan,
Whole-Time Director and Shri Raman Kumar Jha, Company
Secretary of the Company.
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,
Stakeholders Relationship Committee and Finance & Corporate
Affairs Committee. The manner in which the evaluation has been
carried out has been given in the Corporate Governance Report.
The Board has, on the recommendation of the Nomination &
Remuneration Committee has 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 www.filatex.com.
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 and Smt. Pallavi Joshi Bakhru, as members.
The Board, on the recommendation of CSR Committee, approved
'' 550.56 lakhs being two percent of average net profits of
'' 27,528.06 lakhs during preceding 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
during the financial year 2022-23 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 '' 286.18 lakhs (including Interest of '' 6.12 lakhs
accrued on Unspent CSR Bank Accounts) on Education, Swachh
Bharat Abhiyan, Health facilities, Promotion of sports, making
available safe drinking water, environment sustainability, rural
development, women empowerment etc. However, it could not
be spent due to setting up a new Hospital in Jolva Village, Dahej.
The Board of Directors in its meeting held on February 14, 2020
approved to start a 20 Bed Hospital with a causality/emergency
ward at a budgeted cost of the project is '' 600 lakhs which will be
funded from our CSR budget in the coming years. Eventually, over
the years, we will build a 50 Beds Hospital and School (hereinafter
referred as âOngoing Projectâ).
Pursuant to Section 135(6) of the Companies Act, 2013, the
Company has transferred an amount of '' 270.50 lakhs in CSR
Unspent Account (FY 2022-23) on April 30, 2023. The said
amount shall be spent within a period of three financial years
from the date of such transfer for above Ongoing Project, failing
which, the Company shall transfer the same to a Fund specified
in Schedule VII, within a period of thirty days from the date of
completion of the third financial year.
During the financial year ended March 31, 2023, the Company/
Lala Govindramjee Charitable Society, an implementing agency,
bought land in Bharuch District, Gujarat for the purpose of
Ongoing Project at a cost of '' 368.81 lakhs. In this regard, the
Company had transferred '' 229.06 lakhs from separate unspent
CSR Bank accounts (FY 2020-21 & FY 2021-22) including
interest accrued thereon to Lala Govindramjee Charitable Society.
Details of the expenditure incurred towards CSR activities for the
financial year 2022-23 is annexed herewith as Annexure "A".
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 for the financial
year ended March 31, 2023, 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.
Your Directors state that applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings, respectively, have been duly followed by
the Company.
The Corporate Governance Report and Management Discussion
& Analysis as per Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 along with
Certificate regarding compliance of conditions of Corporate
Governance are annexed herewith as Annexure "B".
MANAGEMENT DISCUSSION & ANALYSIS
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulation, 2015, the Management
Discussion & Analysis is set out in this Annual report.
BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT
In recent years, the importance of addressing climate change,
promoting inclusive growth, and transitioning to a sustainable
economy has gained significant global attention. Investors
and stakeholders now expect companies to be responsible
and sustainable in their practices, placing equal importance on
reporting their performance on sustainability-related factors
alongside financial and operational performance.
As per the amendment to Regulation 34(2)(f) of the Listing
Regulations, 2015 and the National Guidelines on Responsible
Business Conduct (NGRBC) issued by the Ministry of Corporate
Affairs, Government of India, the top one thousand listed
companies are required to prepare and present a Business
Responsibility and Sustainability Report (BRSR) to stakeholders.
This replaces the previous Business Responsibility Report (BRR)
and follows internationally accepted reporting frameworks such
as GRI, SASB, TCFD, and Integrated Reporting.
Starting from the financial year 2022-23, filing the BRSR has
become mandatory for the top 1000 listed companies based
on market capitalization, replacing the BRR. As of March 31,
2023, Our Company is ranked 834 at NSE and 855 at BSE based
on market capitalization. The BRSR requires listed entities to
disclose their performance against the nine principles of the
NGBRC, with reporting divided into essential and leadership
indicators. Essential indicators are mandatory to report, while
reporting leadership indicators is voluntary.
The Business Responsibility and Sustainability Report for the
financial year ended March 31, 2023 is attached with this
annual report.
As per the provisions of Section 139 of the Companies Act 2013,
M/s Arun K. Gupta & Associates (Firm Registration No. 000605N)
was re-appointed as the Statutory Auditors to hold office for the
second term of five years commencing financial year 2022-23 to
hold office from the conclusion of the 32nd Annual General Meeting
of the Company till the conclusion of the 37th Annual General
Meeting to be held in 2027 on such remuneration plus GST, out-
of-pocket expenses etc. to be decided by the Board of Directors.
In accordance with the provisions of Section 139 of the
Companies Act, 2013 read with Rule 6 of the Companies (Audit
and Auditors) Rules, 2014, Members of the Company in their
Annual General Meeting held on September 30, 2020, appointed
M/s R. N. Marwah & Co. LLP, (Firm Registration no. (001211N/
N500019), Chartered Accountants, as the Joint Statutory Auditor
of the Company for a term of five years commencing from the
Company''s financial year 2020-21 to hold office from the
conclusion of the 30th Annual General Meeting of the Company
till the conclusion of the 35th Annual General Meeting to be held
in 2025 on such remuneration plus GST, out-of-pocket expenses
etc. as decided by the Board of Directors.
There are no qualifications, reservations or adverse remarks
made by M/s Arun K. Gupta & Associates, Statutory Auditors
and M/s R. N. Marwah & Co. LLP, Joint Statutory Auditor, in
their report for the Financial Year ended March 31, 2023. The
Statutory Auditors and Joint Statutory Auditor have not reported
any incident of fraud to the Audit Committee of the Company/
Central Government in the year under review.
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 2023-24 as the Cost
Auditor at a remuneration of '' 65,000 plus GST and out of pocket
expense subject to the approval of the Central Government and
Members at the ensuing Annual General Meeting.
The Board has appointed M/s Siddiqui & Associate, Practising
Company Secretary, to conduct Secretarial Audit for the financial
year 2022-23. The Secretarial Audit Report for the financial year
ended March 31, 2023 is annexed herewith as Annexure âC".
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 may 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 âD".
Policy for determining ''material'' subsidiaries and the Policy on
related party transactions as 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. 46 to
the financial statement which sets out related party disclosure.
Presently, the Equity Shares of the Company are listed on National
Stock Exchange and Bombay Stock Exchange. The Annual Listing
Fee for the year 2022-23 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 âE".
During the year, no Employees of the Company received
remuneration more than '' 102.00 lakhs per annum or '' 8.50
lakhs per month if employed for part of the year except Shri
Madhu Sudhan Bhageria, Chairman & Managing Director, Shri
Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint Managing
Director of the Company. Accordingly, 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 given in
Annexure âF".
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 âF".
In terms of 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. In this regard, Shri Ashok Chauhan,
Whole-Time Director is the Vigilance Officer of the Company.
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.
The Company constituted the Risk Management Committee
consists of three Directors namely, Shri Madhu Sudhan Bhageria,
Chairman & Managing Director, Smt. Pallavi Joshi Bakhru,
Independent Director & Shri Ashok Chauhan, Executive Director
and one Senior Executive, Mr. Rajiv Kumar Kasturia, Senior Vice
President (Marketing) of the Company. Shri Madhu Sudhan
Bhageria is the Chairman of the Risk Management Committee.
The policy on Risk Management as approved by the Board is
uploaded on the Company''s website www.filatex.com.
Your Company believes that several factors such as advancements
in technology, prevalent geo-political environment and stringent
regulatory and environmental requirements have consequential
impacts across the value chain of a business. These impacts are
likely to continue and intensify over time and for a business to be
sustainable, it needs to adapt to the environment by managing
risks and opportunities in a systematic manner.
The Board of Directors of the Company are responsible for risk
oversight functions. Risk Management Committee provide
guidance for implementing the risk management policy across
the organisation. The operation heads of each business units
are primarily responsible for implementing the risk management
policy of the Company and achieving the stated objective of
developing a risk intelligent culture that helps to improve the
Company''s performance. The responsibility of tacking and
monitoring the key risks of the division/business unit periodically
and implementing suitable mitigation plans proactively is with
the senior executives of various functional units. These risk
owners are expected to avoid any undue deviations or adverse
events and ultimately help in creating value for the business.
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 No(s). 6,11 & 15 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.
The Annual Return for the financial year 2021-22 is available on
the website of the Company www.filatex.com.
Your Directors state that no disclosure or reporting is required
in respect of the following matters as there is no transaction on
these items during the year under review:
(i) Details relating to deposits covered under Chapter V of
the Act.
(ii) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
(iii) Issue of shares (including sweat equity shares) to Employees of
the Company under any scheme save and except Employees''
Stock Options Schemes referred to in this Report.
(iv) The Company does not have any scheme of provision of
money for the purchase of its own shares by Employees or
by trustees for the benefit of Employees.
(v) No significant or material orders were passed by the
Regulators or Courts or Tribunals, which impact the going
concern status and Company''s operations in future.
(vi) There is no Corporate Insolvency Resolution Process
initiated under the Insolvency and Bankruptcy Code, 2016
against the Company.
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 Vendor. 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. The 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 of
Filatex India Limited
MADHU SUDHAN BHAGERIA
Place: New Delhi Chairman & Managing Director
Date: August 04, 2023 D!N: 00021934
Mar 31, 2018
Dear members
The Directors have pleasure in presenting the 28th Annual Report alongwith the Audited Accounts for the year ended March 31, 2018.
FINANCIAL RESULTS Rs. in lacs
|
standalone |
consolidated |
|||
|
Particulars |
2017-2018 |
2016-2017 |
2017-2018 |
2016-2017 |
|
Total revenue (Turnover) |
197490 |
170969 |
197490 |
170969 |
|
Other income |
1065 |
1213 |
1065 |
1213 |
|
Total Income |
198555 |
172182 |
198555 |
172182 |
|
Profit before Finance Cost, |
||||
|
Depreciation and Tax |
16764 |
14533 |
16761 |
14531 |
|
Finance Cost |
4410 |
5863 |
4411 |
5864 |
|
Depreciation & amortization expense |
3082 |
2896 |
3082 |
2896 |
|
Profit/(Loss) before tax |
9272 |
5774 |
9268 |
5771 |
|
(exclude exceptional item ) |
||||
|
Exceptional Items (loss) |
- |
344 |
- |
345 |
|
Tax expense |
||||
|
- Current |
1968 |
1178 |
1968 |
1178 |
|
- Deferred |
1326 |
196 |
1326 |
196 |
|
Total Tax |
3294 |
1374 |
3294 |
1374 |
|
Net Profit/(Loss) after tax |
5978 |
4056 |
5974 |
4052 |
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 2017-18.
OPERATIONS & EXPANSION
During the year under review, the Company achieved turnover of Rs.197490 lacs as compared to Rs.170969 lacs in the previous year resulting in increase of 16%. Increase in turnover is due to commencement of commercial production for manufacture of 190 TPD of Bright Polyester Fully Drawn Yarn, 25 TPD of Bright Polyester POY and 85 TPD of Bright Chips. Consequently, during the year under review, the Company has earned net profit (standalone) of Rs.5978 lacs as compared to net profit of Rs.4056 lacs in the previous year resulting into an increase of 47%.
Our product basket at Dahej facility, at present, offers Partially Oriented Yarn (POY), Fully Drawn Yarn (FDY), Drawn Textured Yarn (DTY) & Chips in Semi Dull range. There is good demand for Bright POY, FDY, DTY & Chips. By adding Bright Polymer & Spinning capacity, our product basket will cater better to our customers. We will also be able to meet our own need of 40 TPD Bright Chips at Dadra plant, which we, presently, purchase from the market.
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.
SUBSIDIARY COMPANY
Filatex Global Pte Limited, Singapore is a Wholly Owned Subsidiary of the Company as on date. No material transaction/ business has taken place during the financial year ended 31st March, 2018. 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 âAâ.
FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015
The Board of Directors of the Company, during the financial year 2015-16, granted 9,50,000 stock options (âoptionsâ) 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. 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.
During the year under review, the Company has not granted any Employee Stock Option.
Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No. 40 of the Financial Statement).
FIxED DEPOSITS
During the year under review, the Company has not accepted any fixed deposits.
DIRECTORS
Shri Madhav Bhageria (DIN: 00253049), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.
Mr. Ashok Chauhan (DIN: 00253409) has also been reappointed as Whole-time Director in the Board meeting held on 9th May, 2018 for a further period of two (2) years w.e.f. 01/05/2018 at consolidated Salary of Rs.44,00,000/-(Rupees Forty Four Lacs only) per annum for First Year and Rs.48,00,000/- (Rupees Forty Eight Lacs only) per annum for Second year on cost to company basis subject to the approval of Members in the ensuing 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, Stakeholders Relationship Committee and Finance & Corporate Affairs Committee. 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 Companyâs website.
corporate social responsibility
As required under the Companies Act, 2013 (âActâ), the Corporate Social Responsibility (âCSRâ) 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.63.29 lacs being two percent of average net profits during preceeding 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.63.48 lacs on Education, Swachh Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability etc.
Details of the expenditure incurred towards CSR activities for the financial year 2017-18 is annexed herewith as Annexure âBâ.
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.
DIRECTORSâ RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:
i. i n 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 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 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.
SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ, respectively, have been duly followed by the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI ( Listing Obligations Disclosure Requirements) Regulations, 2015 along with Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure âCâ.
AuDITORS
As per the provisions of Section 139 of the Companies Act 2013, M/s Arun K. Gupta & Associates (Firm Registration No. 000605N) was appointed as the Statutory Auditors to hold office for a term of five years commencing from the Companyâs financial year 2017-18 to hold office from the conclusion of the 27th Annual General Meeting of the Company till the conclusion of the 32nd Annual General Meeting to be held in 2022 on such remuneration plus service tax/GST, out-ofpocket expenses etc. to be decided by the Board of Directors.
The appointment would also subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting.
auditorsâ report
There are no qualifications, reservations or adverse remarks made by M/s Arun K. Gupta & Associates, Statutory Auditors in their report for the Financial Year ended March 31, 2018. 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
2018-19 as the Cost Auditor at a remuneration of Rs.55,000 plus service tax/GST 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 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure âDâ. 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 armâs length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which may 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 âEâ
The Policy on related party transactions approved by the Board may be accessed on the Companyâs website www.filatex.com.
Your Directors draw attention of the members to Note no. 46 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 2018-2019 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 âFâ.
particulars of employees
During the year, no employees of the Company received remuneration more than Rs.102.00 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 âGâ
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 Companyâs 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 donât 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 No(s). 21,26 and 6 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 âHâ
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
Place: New Delhi Madhu Sudhan Bhageria
Date: 7th May, 2018 Chairman and Managing Director
DIN: 00021934
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 âAâ.
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 (âoptionsâ) 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 â 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 (âActâ), the Corporate Social Responsibility (âCSRâ) 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 âBâ.
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.
DIRECTORSâ 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 âCâ.
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 âDâ. 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 âEâ.
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 âFâ.
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 âGâ.
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 âHâ.
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
à Current 960 646
à Deferred (59) 251
à Taxation for earlier years - 9
à 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 Auditorsà Certificate regarding
compliance of conditions of Corporate Governance and Management
Discussion & Analysis are annexed hereto as part of the Annual Report.
AUDITORS & AUDITORSÃ 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
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