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Flora Textiles Ltd			Industry : Textiles - Processing


BSE Code:	530705	NSE Symbol:	Not Listed	P/E(TTM):	13.93

ISIN Demat:	INE161F01011	Div & Yield %:	0	EPS(TTM):	10.55

Book Value(Rs):	-10.8063333	Market Cap ( Cr.):	88.2	Face Value(Rs):	10

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Your Directors have pleasure in presenting to you the 31^st annual report together with audited balance sheet, profit and loss account and cash flow statement of the Company, for the year ended 31^st March 2024.

Company Performance:

Particulars	31.03.2024	31.03.2023
Revenue from Operation	45.73	41.64
Other Income	605.39	1.19
Total revenue from operation	651.12	42.83
Gross Profit/(loss)before interest and Depreciation	620.92	0.94
Less: Interest	8.80	63.35
Profit before Depreciation	612.12	(62.41)
Less: Depreciation	4.38	3.79
Net Profit/ loss for the Year	607.74	(66.21)
Income Tax for earlier years	0.00	0.00
Profit / Loss for the year	607.74	(66.21)
Opening balance - Loss' brought forward	-1848.41	-1782.20
Closing Balance of Reserves A/c.	^-^-1240.67	-1848.41

Review of Operations:

During the year the business had a revenue of Rs.651.12 Lakhs (PY: Rs. 42.83 Lakhs) which includes othernomeof Rs.605.39 Lakhs towards profit on sale of company's land and building [PY: Rs. 1.19 Lakhs]. The profit after tax was at Rs. 607.74 Lakhs [PY loss of Rs. 66.21].

PERFORMANCE:

The board has given its consent on their meeting held on 30^th April, 2024, for withdrawal of Scheme of Arrangement with the unsecured creditors approved at the directors meeting held on 18^th Dec, 2020 and 30^th June, 2021, due to non-feasibility of the scheme.

The promoters of the company have entered into share purchase agreement on 15^th May, 2024 with OILMAX ENERGY PRIVATE LIMITED (CIN: U40101MH2008PTC185357) ["Acquirer"] to sell their entire holding of 33,31,800 fully paid-up equity shares of Rs. 10/- each, constituting 55.53% of the fully diluted voting share capital of the Company.

Dividend:

Due to the continuous loss, the board of directors are unable to declared any dividend for the year ended 31^st March 2024.

Shares [As per the Companies (Share Capital and Debentures) R ules, 2014

a) Equity shares with differential rights: The Company has not issued any equity share with differential rights during the period under review.

b) Buy Back of Securities: The Company has not bought back any of its securities during the period under review.

c) Sweat Equity: The Company has not issued any Sweat Equity Shares during the period under review.

d) Bonus Shares: No Bonus Shares were issued during the period under review.

e) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

Reserves:

During the financial year, the company has not transferred any amount to reserve account.

Transfer of unclaimed Divided to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last years.

Directors

Mr Ravinderkumargupta Hemchandgupta will retire by rotation at the ensuing Annual General Meeting under Section 152 of the Companies Act, 2013 and being eligible, he offers himself for reappointment.

Mrs Nidhi Gupta [DIN 01825531] was reappointed as the Managing Director of the Company for the period of five years with effect from 03 January, 2024 and the same was approved by the members on 11^th March, 2024 by way of postal ballot.

Mr Indrachand Prajapathi [DIN 07655675], Independent Director cum Chairman relived from the board with effect from 30^th January, 2024 since his tenure has ended on this day and the same has been noted at the board meeting held on 07^th February, 2024.

The Board places on record its appreciation for the assistance and guidance provided by Mr Indrachand Prajapathi during his tenure as Independent Director of the Company.

The board proposed Mr Rahul Maheswari [DIN: 07084721] as an Independent Director cum Chairman of the Company for a period of 5 (five) years with effect from 07^th February, 2024 and the same was approved by the members at the on 11^th March, 2024 by way of postal ballot.

Consequent upon retirement of Mr Indrachand Prajapathi [DIN 07655675], Independent Director cum Chairman and the board has appointed Mr Rahul Maheswari [DIN: 07084721], Additional Director (Under Independent Category) cum Chairman. Accordingly the committees are reconstituted on 07^th February, 2024.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Key managerial personnel:

Ms Nidhi Gupta, Managing Director, Mr Hemant Kumar Gupta, CFO and Ms Kirtishree Agarwal Company Secretary are the key managerial personal as per Section 203 of the Companies Act, 2013.

Particulars of loans, guarantees or investments made under section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Internal control system and their adequacy

The Company has an Internal Control System, Commensurate with its size, scale and complexity of its operations. Audit Committee reviews internal audit reports and oversees the internal control system of the Company.

Human resources

The HR strategy and initiatives of your Company are designed to effectively partner the business in the achievement of its ambitious growth plans and to build a strong leadership pipeline for the present and several years into the future.

Meetings

A Calendar of Meetings is prepared and circulated in advance to the Directors. The details of which are given in the Corporate Governance Report.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The company is not been covered under Section 135 of the Companies Act, 2013. Hence this provision of Section 135 is not applicable.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company during the year under review.

Declaration of Independent Directors

All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Act affirming that they meet the criteria of independence as stipulated under the Act. In the opinion of the Board, all the Independent Directors fulfill the conditions specified in the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are independent of the Management.

Details of Significant and material orders passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial period and of the profit and loss of the company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis;

e) That proper internal financial control was followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

Policy on Appointment and Remuneration of Directors

Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board of the Company has formulated the criteria for Board nominations as well as policy on remuneration for Directors and employees of the Company

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their Remuneration.

Nomination and Remuneration policy is guided by a common reward framework and set of principles and objectives as particularly envisaged under section 178 of the Companies Act 2013, inter alia principles pertaining to determining qualifications, positives attributes, integrity and independence etc.

Related party transactions

All related party transactions that were entered during the year under review were on an arm's length basis and were in ordinary course of business. All related party transactions are placed before the Audit Committee for approval. During the year the company has related party transaction which was approved by the members of the company. Further no materially significant related party transactions were made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The disclosure in Form AOC-2 as per Companies Act, 2013 and Rule 8 of Companies (Account) Rules, 2014 is enclosed as Annexure-I

Annual performance evaluation

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of all Directors, Committees, Chairman etc., have been valuated pursuant to the provisions of the Act, Listing Agreement and SEBI (LODR) Regulations, 2015

As part of the performance evaluation process, an evaluation questionnaire based on the criteria as finalized in consultation with the Directors together with supporting documents was circulated to all the Board members in advance. The Directors evaluated themselves, the Chairman, other Board Members, the Board as well as functioning of the Committees viz., Audit, Nomination & Remuneration, Risk Management, Stakeholders Relationship Committees on the basis of well- defined evaluation parameters as set out in the questionnaire. The duly evaluated questionnaire was received back from the Chairman and all the other Directors.

The Board reviewed the process of evaluation of the Board of Directors and its Committees including Chairman and the Individual Directors. The independent directors of the Company have also duly convened a separate meeting during the year for this purpose.

Vigil mechanism/ whistle blower policy

Pursuant to the requirements of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism (Whistle Blower Policy) for the employees and Directors as an avenue to voice concerns relating to unethical behavior actual or suspected fraud or violation of the Company's code of conduct.

The Ombudsperson appointed by the Board deals with the complaints received and ensures appropriate action. The mechanism also provides adequate safeguards against victimization of persons using the mechanism and provides direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. No employee was denied access to the Audit Committee.

Particulars of employees

There are no employees drawing salaries in excess of the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

The particulars required under Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 for the period ended on March 31^st, 2024 are as under:

A. Conservation of Energy: The company has no activity rela ting to conservation of energy or technology absorption, since it's a service organization. Hence Conservation of energy and technology absorption does not apply to this company. However, adequate measures for conservation have been taken to reduce energy consumption.

B. The Company has not absorbed any technology

C. There was no foreign exchange earnings

D. There was no foreign exchange outgo

Policy on sexual harassment:

Suitable policy has been made and implemented by the company to prevent sexual harassment at workplace. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees including contractual, permanent, temporary, trainees are covered under this policy. During the financial period ended 31^st March, 2024, the Company has not received any complaints pertaining to sexual harassment.

Auditors

The Members appointed M/s TV Subramanian and Associates (FRN No. 007433S) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 29^th AGM (2022) till the conclusion of 34^th AGM (2027).

The Company has received confirmation from the firm regarding their consent and eligibility under sections 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement o' seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 31^st AGM.

Annual Return

Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013 the Annual return as on 31 March 2024 is available on the company's Website http://floratextiles.in/investors.html

Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors / secretarial auditor in their reports

The auditors has given the qualified opinion about the going concern and the auditors has not given any reservations or adverse remarks in their report.

Boards' reply: The company has sold its immovable properties and the company intends do to the commission agency and also it is informed that there is a change in management of the company as pe the share purchase agreement executed on 15^th May, 2024 with OILMAX ENERGY PRIVATE LIMITED.

Mr A C Saravan, Practicing Company Secretary was appointed to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure II.

Reply To Qualification Given By The Secretarial Auditor:

Mr Ajit Kumar Gupta, promoter of the company has demised on 31.12.2013 and his shares are transmitted to his wife Mrs Indra Devi Gupta per final verdict issued by Principal Subordinate Judge, Coimbatore. But the acquirer has not intimated the same to the stock exchange within the time prescribed under the Regulation 10[6] of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.	The board has taken the necessary steps to comply the same as the shares were transmitted as per final verdict issued by Principal Subordinate Judge, Coimbatore.
The company has not maintained the functional website containing the information about the company and the company has not filed information required under Regulation 46 and 62 of SEBI (LODR) Regulations 2015 on BSE Listing Centre.	The company is maintaining the website of www.floratextiles.in. The website crashed few times during the year and was successfully restored.
The company has not maintained Structured Digital Database for Unpublished Price Sensitive Information [UPSI] Communication pursuant to Securities And Exchange Board Of India (Prohibition Of Insider Trading) (Amendment) Regulations, 2018.	The board has taken the severe steps to comply the same.
a. The company has not filed Form INC-22A [Active] and b. The company has not filed DIR-12 for regularization of appointment as directors of Mr Indarchand Prajapathi [DIN 07655675] and Mr R Hemchandgupta [DIN 08270656] in the AGM held on 23^rd Sep, 2019, appointment of Ms Payal Bafna as an Independent director with effect from 29^th April, 2023 and appointment of Mr Rahul Maheswari as an Independent director with effect from 07^th Feb, 2024.	The disabled DIN of Vilayati Ram Gupta was updated in the Master details in MCA website . Hence the company was unable to file form INC- 22A and DIR-12. The company has filed form CRF with the Registrar for rectifying the above on 20^thFeb, 2024 and the form was rejected on 8^th April, 2024 for want of more information. The board has passed the resolution to authorize the company secretary to make a revised application before the Registrar on their meeting held on 30^th April, 2024.
The company has not paid the Annual Listing Fee and has not made any submission as required under SEBI (SAST) Regulation and other various compliances to the Calcutta Stock Exchange (CSE) from F.Y.1998-1999 till date.	The Company has sent a letter to CSE seeking the details of all the non-compliances made under the above-mentioned regulations/act, so as to take a corrective measure.

Corporate governance

Your Company is committed to maintaining the standards of Corporate Governance. A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms a part of this report.

The Corporate Governance Report of your company as on 31.3.2024 is enclosed for your perusal as

Material changes and commitments

There are no material changes and commitments in the business operations of the Company from the financial year ended 31^st March, 2024 to the date of signing of the Director's Report.

Acknowledgement

The Board wishes to place on record of their appreciation for the good work done by the employees, bankers and share holders of the company.

	By Order of the Board
	RAHUL MAHESWARI
Date: 28.05.2024	Chairman
Place: Coimbatore	[DIN 07084721]