Dear Members,
Your Directors have pleasure in presenting 30th Annual Report of the Company alongwith
the Audited Financial Statements for the financial year ended March 31, 2020.
Financial Results:
| Particulars |
2019-20 |
2018-19 |
| Total revenue (Turnover) |
2,78,207 |
2,87,410 |
| Other income |
1,242 |
1,179 |
| Total Income |
2,79,449 |
2,88,589 |
| Profit before Finance Cost, Depreciation and Tax |
23,455 |
22,830 |
| Finance Cost |
6,129 |
5,470 |
| Depreciation & amortization expense |
5,127 |
4,497 |
| Profit/(Loss) before tax (excluding exceptional item ) |
12,199 |
12,863 |
| Exceptional Items (Profit) |
-- |
234 |
| Tax expense: |
|
|
| Current |
2,129 |
2,830 |
| Deferred |
(2,077) |
1,782 |
| Total Tax |
52 |
4,612 |
| Net |
12,147 |
8,485 |
| Other comprehensive income / (losses) |
2 |
(2) |
| Total comprehensive income |
12,149 |
8,483 |
Dividend
In order to conserve the resources and due to Covid-19, the Board has not . recommended
any dividend on the Equity Shares for the year 2019-20.
Transfer to Reserves
During the year under review, no amount has been transferred to the Reserves and the
entire amount of profits has been retainedintheprofit andloss
Operations & Expansion
During the year under review, the Company achieved turnover of
2,78,207 Lakhs as compared to 2,87,410 Lakhs in the previous year. The decrease of 3.2%
in turnover was due to reduction of raw material price. During the year under review, the
Company has earned net profit after comprehensive income of 12,149 Lakhs as compared to
net profit of 8,483 Lakhs in the previous year resulting into an increase
43.22%innet
The Company enhanced its total Polymerization Capacity from 900 TPD to 1050 TPD through
debottlenecking activity. It also commenced production of Partially Oriented Yarn (POY)
expansion from 340 TPD to 510 TPD. Installation of machines for Drawn Textured Yarn (DTY)
expansion was completed as per schedule. However, due to the national lockdown,
commencement of the expansion is delayed and expected to be announced in Q2FY21. This
increase in texturizing machines will help improve the overall margins of the Company on
account of being a value-added product with global demand.
The Company is also setting up 30 MW Captive coal-based Thermal Power plant at Dahej
and 1.4 MW rooftop Solar
Power plant at Dahej & Dadra. This will help reduce the power cost of the plant in
Dahej and improve the Company's operating margins by approx. 2%.
Our product basket at present, offers
Partially Oriented Yarn (POY), Fully Drawn Yarn (FDY), Drawn Textured Yarn (DTY) in
full range of coarse and fine deniers in all kinds of shades and varieties like Bright,
Semi Dull, Black and Dope dyed colors as well as Polyester Chips and Narrow Woven Fabric.
The company is also focused on researching and adding new filaments with niche
characteristics to the product portfolio.
From March 2020 to the reporting date, COVID-19 has significantly impacted business
operations across the world and of the Company, by way of interruption in production,
supply chain disruption, shortage of skilled and unskilled workers, closure / lock down of
production facilities etc.
However, the management is taking proactive steps to ensure sustainable operations
going forward. Initiatives such as social distancing, COVID-19 training, regular health
check-ups and remote working have been introduced to ensure the safety and health of all
employees.
Subsidiary Company
During the year ended 31st March, 2020, 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 February 12,
2016, granted 9,50,000 stock options ("options") of face value of 10 each
[subsequently sub-divided into 47,50,000 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 37 per option (after sub-division, 7.40 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.
Further, 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.
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, 2020 has been given in Note 50 of the Financial Statement.
Share Capital
During the financial year 2020-21, the Company, on 15th April, 2020, allotted 11,33,000
Equity Shares of 2 each at an exercise price of 7.40 per share against exercise of Stock
Options to the Employees of the Company under Filatex Employee Stock Option Scheme 2015
(Filatex ESOS-2015). Consequently, Issued & Paid-up Capital of the Company stands
increased to 44,16,36,000 consisting of 22,08,18,000 Equity shares of 2/- each from
43,93,70,000 consisting of 21,96,85,000 equity shares of 2/- each.
Deposits
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, offers himself for re-appointment at the ensuing Annual
General Meeting.
Shri Ashok Chauhan (DIN: 00253049) has been re-appointed for a further period of 2(two)
years w.e.f. 01.05.2020 subject to the approval of Members in the ensuing annual general
meeting.
The Members of the Company in their last Annual General Meeting held on
27th September, 2019 approved the re-appointment of Shri Swarup Chandra Parija, Shri
Suraj Prakash Setia and Smt. Pallavi Joshi Bakhru as Independent
Directors for a second term of five years from the conclusion of Company's
29th Annual General Meeting to the conclusion of Company's 34th Annual
General Meeting. The Members of the Company in the said meeting also approved the
appointment of Shri Brij Behari Tandon as Independent
Director for a second term of five years w.e.f.13.02.2020. They 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.
Mr. Anil Dutt Mohla, Chief financial Officer of the Company resigned from service on
27th May, 2020. Shri Madhav
Bhageria, Joint Managing Director of the Company will discharge the function of the
Company till the time Company formally appoints a whole time Chief Financial officer.
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 & Shri Madhav Bhageria, Joint Managing Directors, Shri
Ashok Chauhan, Wholetime Director and Mr. Raman Kumar Jha, Company Secretary of the
Company.
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 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.
Corporate Social Responsibility
As required under the Companies
Act, 2013 ("Act"), the Corporate Social Responsibility ("CSR")
Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam
Bhaggeria, Shri Madhav Bhageria, Shri Brij Behari Tandon and Mrs. Pallavi Joshi Bakhru, as
members.
The Board, on the recommendation of CSR Committee, approved 185.13
Lakhs being two percent of average net profits of 92.57 Crores 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 2019-
20 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 102.43 Lakhs
on Education, Swachh
Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking
water, environment sustainability etc. However, it could not spend due to setting up a new
Hospital in Jolva Village, Dahej. The Board of
Directors in its meeting held on 14th
February, 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.
Details of the expenditure incurred towards CSR activities for the financial year
2019-20 is annexed herewith as
Annexure "A".
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 .com.
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 31st March,
2020, 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
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 ‘Meetings of the Board of Directors' and ‘General
Meetings', respectively, have been duly followed by the Company.
Corporate Governance
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 "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 Report
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements), Regulation, 2015, the Business Responsibility Report is set out in this
Annual report.
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 term of five years commencing from the Company's 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 GST,
out-of-pocket expenses etc. to be decided by the Board of Directors.
Auditors' 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, 2020. The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company /Central Government in the year under review.
Joint Statutory Auditor
It is proposed to appoint M/s R. N. Marwah & Co. LLP as the Joint Statutory Auditor
of the Company for a term of five years, who has have confirmed their eligibility and
qualification required under the Act for holding the office as
Joint Statutory Auditors of the Company
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 2020-21 as the Cost Auditor at a remuneration of 60,000 plus 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 Audit Report for the financial year ended
March 31, 2020 is annexed herewith as Annexure "C". The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark. for a
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 "D".
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.
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 2019-20 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,
2019-20. The Secretarial as required to be disclosed under the Companies Act, 2013, is
annexed herewith as Annexure "E".
Particulars of Employees
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 "F".
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 "F".
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. During current financialyear,
Shri Ashok Chauhan, Wholetime Director has been appointed as Vigilance Officer of the
Company in place of Mr. Anil Dutt Mohla who resigned on 27.05.2020.
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
No(s).
6,15 & 51 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 "G"
and the same along with the Annual Return are available on the website of the Company
www.filatex.com.
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 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 regret the loss of life due to COVID-19 pandemic and are deeply grateful and
have immense respect for every person who risked their life and safety to fight this
pandemic. 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
Madhu Sudhan Bhageria
Chairman and Managing Director
DIN:00021934
Place : New Delhi
Date : August 28, 2020
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