To
The Members,
Filtra Consultants and Engineers Limited
Your Directors have pleasure in presenting the 12th Annual Report of the
Company and the Standalone Audited Financial Statement of the Company for the financial
year ended March 31, 2023 together with the Auditor's Reports thereon.
1. Financial Results:
The summarized financial results for the financial year ending March 31, 2023, are
highlighted as under:
Particulars |
March 31, 2023 |
March 31, 2022 |
Total Income |
9,098.36 |
7,425.24 |
Less: Total Expenses excluding Depreciation |
8627.80 |
6,990.88 |
Profit/ (Loss) before Depreciation, Exceptional Item and Tax |
470.56 |
434.36 |
Less: Depreciation |
17.83 |
17.60 |
Profit/ (Loss) before Tax and Exceptional Item |
452.73 |
416.76 |
Less: Exceptional Item |
--- |
2.04 |
Less: Tax Expenses |
108.41 |
113.93 |
Profit/ (Loss) after tax |
344.32 |
300.79 |
2. Brief description of the Company's working during the year/State of Company's
affairs and Operational Results:
The Company is trading in various water treatment products such as Multiport Valves,
Dosing System, Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters
etc. Your Company is one stop solution for all water treatment components, providing wide
range of components and spares, gives advantage and freedom to the clients to choose
products and spares parts as per their requirement. In addition to that the Company also
assemble the parts and sale the customized products as per the customer's needs. The
Company runs business through its various branches as well as through its online portal
where products are sold on B2B basis.
The Company has done exceptionally well in the year 2022-23. The income from operation
of the Company increased to Rs. 9,066.02 Lac from Rs. 7,391.17 Lac in previous year
registering a growth of 22.66%. Further, the Profit after tax increased to Rs. 344.32 Lac
from Rs. 300.79 Lac in previous year, registering a growth of 14.47%. The reason for
increase is due to better inventory Management, increase in sales and control on expenses.
The Management is continuously working on increasing the revenue and to give better
results in coming years by introducing new technologically advanced products at
competitive rates, adding new customers by venturing into new market and area and also do
better inventory management.
3. Change in the nature of business, if any:
The Company is in the business of selling water treatment products and provides the
related services. There was no change in nature of business during the period under
report.
4. Reserves:
The Board does not propose to carry any amounts to reserves.
5. Dividend:
To conserve resources for future, your Directors do not recommend any dividend for the
financial year under review.
6. Annual Return:
Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the Annual Return is placed
on website of the Company and which shall be treated as part of this Report. The link of
the Annual Report is as follows: https://www.filtra.in/upload/investment/1692787953.Form
MGT-7 - 22-23 web.pdf
7. Details of Subsidiary/Toint Ventures/Associate Companies:
The Company does not have any Subsidiary, Joint Venture or Associate Company as on
March 31, 2023. During the year under report, pursuant to approval of strike-off
application filed by Of Water Private Limited, Subsidiary Company of the Company, the said
Company was closed w.e.f. April 01, 2022 and hence, it ceased to be Subsidiary of the
Company.
As there was no subsidiary/associates/joint venture Company of the Company as on March
31, 2023, providing Form AOC-1 is not applicable to the Company.
8. Auditors:
a) Statutory Auditors:
At the 8th Annual General Meeting held on August 22, 2019, M/ s. Krunal Shah
& Co. (Firm Registration No. 131794W), Chartered Accountants, were appointed as the
Statutory Auditors of the Company for 5 consecutive financial years i.e. till the Annual
General Meeting to be held for the financial year 2023-24.
b) Internal Auditors:
M/s. CNK & Associates LLP was Internal Auditors of the Company for the financial
year 2022-23. In compliance with the provisions of Section 138 of the Companies Act, 2013,
the Board, on the recommendation of the Audit Committee, has appointed M/s. CNK &
Associates LLP as Internal Auditors of the Company for the financial year 2023-24.
c) Secretarial Auditors:
As required under section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, on the
recommendation of the Audit Committee, has appointed M/s. Hemanshu Kapadia &
Associates (FCS: 3477 and C.P. No.: 2285), Practicing Company Secretaries, as the
Secretarial Auditors of the Company for the financial year 2023-24 to undertake the
Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial
Audit Report as required under the Act.
9. Auditors Report:
a) Statutory Audit Report:
The Auditors' Report and annexure to the Auditors' Report are self-explanatory and does
not contain any observation/qualification therefore, no explanations need to be provided
for in this report.
b) Secretarial Audit Report:
The Secretarial Audit Report in form MR-3 issued by M/ s. Hemanshu Kapadia &
Associates, Practicing Company Secretaries, who were appointed as the Secretarial Auditors
of the Company for the financial year 2022-23, is appended as Annexure - 1 to the Board's
Report. The Secretarial Audit Report for the financial year 2022 - 23 contains one
observation. Observation of Secretarial Auditors and Management reply for the same is
given as under:
Sr. No. Secretarial Auditors' Observation |
Management reply |
1 The Company Secretary and Compliance Officer of the Company had resigned w.e.f.
closing working hour of June 23, 2022. The Board has appointed Ms. Keshmira Behram
Behramkamdin (Membership No.: A40724) as Wholetime Company Secretary and Compliance
Officer w.e.f. November 12, 2022 i.e. within 6 months from the date of resignation. Hence,
there was no Company Secretary acted as Compliance Officer during the audit period
starting from June 24, 2022, 2020 till November 11, 2022. |
The Company Secretary and Compliance Officer of the Company had resigned w.e.f.
closing working hour of June 23, 2022. At that point of time there was no time period
prescribed under the SEBI Listing Regulations, 2015 to fill the said vacancy however, as
per the provisions of Section 203 of the Companies Act, 2013, the vacancy in the office of
Company Secretary can be filled within 6 months. The Company has appointed Ms. Keshmira
Behram Behramkamdin (Membership No.: A40724) as Whole-time Company Secretary and
Compliance Officer w.e.f. November 12, 2022 i.e. within 6 months from the date of
resignation. |
10. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
A. Conservation of energy:
i. The steps taken or impact on conservation of energy:
As the Company is trading Company and does not have any manufacturing activity, it does
not require much energy to operate. Your Company has always considered energy and natural
resource conservation as a focus area and has been constantly making efforts towards its
conservation. Even though the operations of the Company are not energy-intensive, the
Company on continuous basis has taken several sustainable steps voluntarily to contribute
towards better environment. Select few steps are listed below:
a) Monitoring the Electricity Expenses on monthly basis,
b) Reducing the wastage in transport by internal Branch Movement as well as the supply
to clients. This is challenging but leads to less consumption of energy or Transportation
which means less pollution and better Environment,
c) The Company is planning to install Solar Electricity Generation in Head office of
Filtra,
d) Installation of LED lights in all the offices of the Company,
e) Cross ventilation and time based auto light sensors for less electricity
consumption,
f) Use of energy efficient electric equipment, and
g) Educating employees and workers for energy conservation.
11. The steps taken by the Company for utilizing alternate sources of energy:
The Company is using electricity as main source of its energy requirement. The Company
is planning to install Solar Electricity Generation in Head office of Filtra
iii. The capital investment on energy conservation equipment:
The Company has not made any capital investment on energy conservation equipment.
B. Technology absorption:
i. The efforts made towards technology absorption:
The Company is a trading Company hence; no efforts were made for technology absorption.
However, the Company is keeping track worldwide on technological development of the
products in which it deals to have competitive advantage.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution: Not Applicable.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year): No technology has been imported by the Company
during the last three financial years.
iv. The expenditure incurred on Research and Development: Nil
C. Foreign exchange earnings and Outgo:
The Company is majorly engaged in activities relating to trading of water treatment
component/ equipment in India. The Company is also engaged in export activities and taking
measures for increasing exports, developing new export markets and formulating export
plans. Details of total foreign exchange used and earned on actual basis are given below:
Particulars |
2022-23 |
2021-22 |
Foreign exchange earned |
237.10 |
NIL |
Foreign exchange used |
114.08 |
375.33 |
11. Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013
including transactions entered at arms' length under third proviso, in prescribed Form No.
AOC -2 is appended as Annexure - 2 to the Board's Report.
The details of transactions entered into with related parties, as per Accounting
Standards, are disclosed in the Note No. 26 of the Financial Statement.
12. Particulars of Loans, Guarantees or Investments under section 186:
During the year under report the Company has not given any loans or guarantees to any
person, except employees of the Company details of which are given in Note No. 17 of the
financial statements. Further, the Company does not have any investment falling within the
preview of Section 186 of the Act. However, the Company has invested surplus funds, which
was not immediately required, in liquid funds/mutual funds.
13. Directors and Key Managerial Personnel:
a) Directors and Key Managerial Personnel and changes therein:
As on the date of this Report, your Company has 6 (Six) Directors consisting of 3
(Three) Independent Directors and 3 (Three) Executive Directors (Promoters) including a
Woman Director (Promoter).
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
the applicable Rules thereto and Articles of Association of the Company, Mr. Ashfak Mulla
(DIN: 03506172) retires by rotation at the ensuing AGM and, being eligible, offers himself
for re-appointment. The Board recommends to the Members his re-appointment as Director of
the Company.
Based on the recommendation of the Nomination and Remuneration Committee and the Board
of Directors of the Company, the Members in its 10th AGM had approved
re-appointment of Mr. Ketan Khant (DIN: 03506163) as Managing Director and Mrs. Anjali
Khant (DIN: 03506175) & Mr. Ashfak Mulla (DIN: 03506172) as Whole-time Directors of
the Company for a further period of three years w.e.f. April 01, 2021 i.e. till March 31,
2024 and approved their remuneration. As their tenure is expiring soon, the Board of
Directors, based on the recommendation of the Nomination and Remuneration Committee, in
its meeting held on August 18, 2023 has approved their re-appointment for a further period
of three years w.e.f. April 01, 2024 to March 31, 2027, which is subject to the approval
of the Members at the ensuing Annual General Meeting.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors in its meeting held on February 27, 2023 has approved increase in sitting fees
of Independent Directors as follows:
a) Rs. 25,000/- per quarterly Board Meeting effective immediately; and
b) Rs. 30,000/- per quarterly Board Meeting to be held on or after April 01, 2023.
In the said meeting, remuneration of the executive Directors were also increased,
details of which were given in notice of 12th AGM.
Ms. Shikha Sunil Chaurasia (Membership No.: A59412) acted as Whole-time Company
Secretary and Compliance Officer of the Company till she tendered her resignation from the
Company w.e.f. June 23, 2022. Thereafter, the Board of Directors in its meeting held on
November 12, 2022 has appointed Ms. Keshmira Behram Behramkamdin (Membership No.: A40724)
as Company Secretary and Compliance Officer w.e.f. November 12, 2022.
Further, at the time of the appointment of an Independent Director, the Company issues
a formal letter of appointment outlining his / her role, function, duties and
responsibilities. The format of the letter of appointment is available on our website at
http://filtra.in/upload/investment/1535001740.Appointment letter of ID.pdf
As on March 31, 2023 following were the Directors and Key Managerial Personnel in the
Company:
1. Mr. Ketan Khant (DIN: 03506163) Chairman & Managing Director - Key Managerial
Personnel
2. Mrs. Anjali Khant (DIN: 03506175), Whole-Time Director
3. Mr. Ashfak Mulla (DIN: 03506172), Whole-Time Director
4. Mr. Abhay Nalawade (DIN: 00342055), Independent Director
5. Mr. Haresh Malusare (DIN: 02246773), Independent Director
6. Mr. Yogesh Tavkar (DIN: 07011793), Independent Director
7. Ms. Vaishali Pai (PAN: AOWPP3359K), Chief Financial Officer - Key Managerial
Personnel
8. Ms. Shikha Chaurasia (Membership No. A59412), Company Secretary & Compliance
Officer - Key Managerial Personnel (She resigned from the Company w.e.f June 23, 2022)
9. Ms. Keshmira Behram Behramkamdin (Membership No. A40724), Company Secretary &
Compliance Officer - Key Managerial Personnel (appointed w.e.f November 12, 2022)
Brief resume of the Directors proposed to be re-appointed at the 12th AGM,
relevant information as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards - 2 have been given in the
Notice convening the 12thAGM.
Mr. Ketan Khant (DIN: 03506163) and Mrs. Anjali Khant (DIN: 03506175), Directors of the
Company, are related with each other (inter-se).
b) Board Evaluation:
The Board evaluation process is carried through a structured questionnaire which was
prepared after taking into consideration inputs received from the Directors, setting out
parameters of evaluation; the questionnaire for evaluation are to be filled in,
consolidated and then evaluation was carried out.
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of
reference of Nomination and Remuneration Committee, the Committee had decided that
performance of the Board, Committee and all the Directors, excluding Independent
Directors, would be carried by Independent Directors and performance evaluation of
Independent Directors would be carried by the Board of Directors once in year. In
accordance with the criteria suggested by the Nomination and Remuneration Committee, the
performance of each Independent Director was evaluated by the entire Board of Directors in
its meeting held on February 27, 2023 (wherein the Director getting evaluated was absent)
on various parameters like engagement, leadership, analysis, decision making,
communication, governance, interest of stakeholders, etc. The Board was of the unanimous
view that every Independent Director was a reputed person and brought their rich
experience to the deliberations of the Board and suggesting new system and process to
improve performance of the Company.
The performance of all the Non-Independent Directors was evaluated by the Independent
Directors at their separate meeting held on February 27, 2023. The various criteria
considered for the purpose of evaluation included leadership, engagement, transparency,
analysis, decision making, functional knowledge, governance, stakeholders, etc.
Independent Directors were of the unanimous view that all the Non-independent Directors
were having good business and leadership skills. The Independent Directors also reviewed
and discussed the performance of the Board as whole and flow of information from
Management to the Directors. They were satisfied with the performance of the Board as a
whole. Further, they have also evaluated the performance of the Chairman of the Company on
various aspects such as Meeting dynamics, Leadership (business and people), Governance and
Communication, etc. and expressed their satisfaction over the same.
c) Declaration by an Independent Director(s) and re-appointment, if any:
All the Independent Directors have provided declaration of Independence, as required
pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013
and that they are not disqualified to become Directors under the Act; and in the opinion
of the Board of Directors, all the Independent Directors fulfill the criteria of
independence as provided under the Act and that they are independent of the Management.
14. Number of meetings of the Board of Directors:
The Board of Directors met four (4) times during the financial year 2022-23. The
intervening gap between any two meetings was not more than 120 days as prescribed by the
Companies Act, 2013. Details of date of Board meeting held during the year and attendance
of Directors are given in table
Viplnw
Name of the Director |
25.05.2022 |
12.08.2022 |
12.11.2022 |
27.02.2023 |
Mr. Ketan Khant |
Yes |
Yes |
Yes |
Yes |
Mrs. Anjali Khant |
Yes |
Yes |
No |
No |
Mr. Ashfak Mulla |
Yes |
No |
Yes |
Yes |
Mr. Abhay Nalawade |
No |
No |
Yes |
Yes |
Mr. Yogesh Tavkar |
Yes |
Yes |
Yes |
Yes |
Mr. Haresh Malusare |
Yes |
Yes |
Yes |
Yes |
15. Details of Committees of the Board:
Currently the Board has 3 Committees: the Audit Committee, Nomination &
Remuneration Committee and Stakeholders' Relationship Committee. The Composition of
various Committees and other details are as follows:
A. Audit Committee:
The Board has an Audit Committee in conformity with the provisions of Section 177 of
the Companies Act, 2013. As on March 31, 2023, the Audit Committee was comprised of three
Independent Directors namely, Mr. Haresh Malusare (DIN: 02246773), Mr. Abhay Nalawade
(DIN: 00342055) and Mr. Yogesh Tavkar (DIN: 07011793), where Mr. Haresh Malusare (DIN:
02246773) acted as the Chairman of the Committee. Further, Ms. Shikha Chaurasia, Company
Secretary and Compliance Officer of the Company, acted as Secretary of the Committee till
her resignation. Thereafter, Ms. Keshmira Behram Behramkamdin, Company Secretary and
Compliance Officer of the Company, acted as Secretary of the Committee since November 12,
2022.
All the Members of the Audit committee are financially literate and have accounting or
related financial management expertise as required under the Companies Act, 2013.
All the major steps impacting the financials of the Company are undertaken only after
the consultation of the Audit Committee. During the year under review, the Board of
Directors of the Company had accepted all the recommendations of the Audit Committee.
The details of number of Committee Meetings held during the year 2022-23 and attendance
of Members of the Committee are given in table below:
Name of Committee Members |
25.05.2022 |
12.08.2022 |
12.11.2022 |
27.02.2023 |
Mr. Haresh Malusare |
Yes |
Yes |
Yes |
Yes |
Mr. Abhay Nalawade |
No |
No |
Yes |
Yes |
Mr. Yogesh Tavkar |
Yes |
Yes |
Yes |
Yes |
Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and
employees:
The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established
Vigil Mechanism cum Whistle Blower Policy for Directors and Employees to report their
concerns and has also taken steps to safeguard any person using this mechanism from
victimization. Further, in appropriate and exceptional cases, there is direct access to
approach Mr. Haresh Malusare (DIN: 02246773), the Chairman of the Audit Committee. The
Policy on vigil mechanism may be accessed on the Company's website at the link: http: / /
www.filtra.in/upload/investment/1529333294.16.pdf
B. Nomination & Remuneration Committee:
The Board has Nomination & Remuneration Committee in conformity with the provisions
of Section 178 of the Companies Act, 2013. As on March 31, 2023, the Nomination and
Remuneration Committee was comprised of three Independent Directors namely, Mr. Abhay
Nalawade (DIN: 00342055), Mr. Haresh Malusare (DIN: 02246773) and Mr. Yogesh Tavkar (DIN:
07011793), where Mr. Abhay Nalawade (DIN: 00342055) acted as the Chairman of the
Committee. Further, Ms. Shikha Sunil Chaurasia, Company Secretary and Compliance Officer
of the Company, acted as Secretary of the Committee till her resignation. Thereafter, Ms.
Keshmira Behram Behramkamdin Company Secretary and Compliance Officer of the Company,
acted as Secretary of the Committee since November 12, 2022.
The appointment of the Directors and Key Managerial Personnel is recommended by the
Nomination & Remuneration Committee to the Board. Your Company has devised the
Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of
the Company who have ability to lead the Company towards achieving sustainable
development. The said Policy also covers the matters related to the remuneration of
Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy
is appended as Annexure - 3 to the Board's Report.
The Details of remuneration paid to the Directors are given in form MGT-7 and also in
annexures to the Board's Report.
The details of number of Committee Meetings held during the year 2022-23 and attendance
of Members of the Committee are given in table below:
Name of Committee Members |
12.11.2022 |
27.02.2023 |
Mr. Abhay Nalawade |
Yes |
Yes |
Mr. Haresh Malusare |
Yes |
Yes |
Mr. Yogesh Tavkar |
Yes |
Yes |
C. Stakeholders' Relationship Committee:
The Company has always valued its investors and stakeholders. In order to ensure the
proper and speedy redressal of shareholders'/investors' complaints, the Stakeholders'
Relationship Committee was constituted. The role of the Committee is to consider and
resolve securities holders' complaint and to approve/ratify transfer of securities. The
constitution and terms of reference of the Stakeholders' Relationship Committee is in
conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March
31, 2023, the Stakeholders' Relationship Committee was comprised of Mr. Yogesh Tavkar
(DIN: 07011793), Mr. Abhay Nalawade (DIN: 00342055) and Mr. Haresh Malusare (DIN:
02246773), where Mr. Yogesh Tavkar (DIN: 07011793) has acted as the Chairman of the
Committee.
The details of number of Committee Meetings held during the year 2022-23 and attendance
of Members of the Committee are given in table below:
Name of the Director |
25.05.2022 |
12.11.2022 |
27.02.2023 |
Mr. Yogesh Tavkar |
Yes |
Yes |
Yes |
Mr. Abhay Nalawade |
No |
Yes |
Yes |
Mr. Haresh Malusare |
Yes |
Yes |
Yes |
16. Management Discussion & Analysis Report:
In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations
and
Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis
Report is
appended as Annexure - 4 of the Board's Report.
17. Directors' Responsibility Statement:
As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act,
2013, your
Directors subscribe to the Directors' Responsibility Statement and state that:
a) in the preparation of the annual accounts for the financial year ended on March 31,
2023, the applicable accounting standards have been followed and that there are no
material departures from the same;
b) they have 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 year ended on March 31,
2023 and of the profit and loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively during the financial year ended
March 31, 2023; and
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively during the
financial year ended March 31, 2023.
18. Managerial Remuneration:
The information required to be disclosed with respect to the remuneration of Directors
and KMPs in the Board's Report pursuant to Section 197 of the Companies Act, 2013, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 for the financial year 2022-23, is appended as Annexure - 5 to the Board's
Report.
The names of top ten employees of the Company in terms of remuneration drawn as
required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for
the financial year 2022-23, is appended as Annexure - 6 to the Board's Report.
19. Report on Corporate Governance:
Your Company is committed to maintain the highest standards of corporate governance. We
believe sound corporate governance is critical to enhance and retain investor trust. We
have implemented best corporate governance practices in the Company to enhance long-term
shareholder value and respect minority rights in all our business decisions.
Being listed on SME exchange of BSE Ltd., as per regulation 15 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Corporate Governance
provisions contained in the said Regulations are not applicable to your Company hence your
Company is not required to give report on Corporate Governance. Even though the provisions
of Corporate Governance are not applicable to the Company, the Company is in words and
spirit follows the most of the provisions of Corporate Governance.
20. Cost Records:
As the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014 was not applicable on the Company; the Company was
not required to maintain Cost records.
21. Risk Assessment and Management:
Your Company has a well-defined Risk Management System in place, as a part of its good
Corporate Governance practices. All the risks are identified at various levels and
suitable mitigation measures are thereafter adopted. These are subjected to a quarterly
review by the Audit Committee as well as the Board. Accordingly, management of risk has
always been an integral part of the Company's 'Strategy of Organisation' and straddles its
planning, execution and reporting processes and systems. Backed by strong internal control
systems, the current Risk Management Framework consists of the following key elements:
The Risk management policy approved by the Board, clearly lays down the roles
and responsibilities of the entity in relation to risk management covering a range of
responsibilities, from the strategic to the operational. These role definitions,
inter-alia, provides the foundation for your Company's Risk Management Policy and
Framework that is endorsed by the Board and is aimed at ensuring formulation of
appropriate risk management procedures, their effective implementation across your Company
and independent monitoring and reporting by Internal Auditors.
Appropriate structures are in place to proactively monitor and manage the
inherent risks in businesses with unique / relatively high risk profiles.
The Audit Committee of the Board reviews Internal Audit findings and provides
strategic guidance on internal controls. The Audit Committee closely monitors the internal
control environment within your Company including implementation of the action plans
emerging out of internal audit findings.
The Company has appointed Internal Auditors and Secretarial Auditors to comply
with the various provisions and compliances under applicable laws.
22. Internal Control System and their Adequacy:
Adequate internal controls, systems and checks are in place, which commensurate with
the size of the Company and the nature of its business. The Management exercises financial
control on the operations through a well-defined budget monitoring process and other
standard operating procedures. In addition to the above, the Audit Committee and the Board
specifically reviews the Internal Control and Financial Reporting process prevalent in the
Company. On a periodical basis, the Board also engages the services of professional
experts in the said field in order to ensure that the financial controls and systems are
in place. The Management also improvise the various Standard Operating Process (SoP) based
on findings of Internal Auditors as well review of SoPs by the Management.
23. Disclosure under the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has Policy on Prevention of Sexual Harassment at work place. The Company
has not received any complaints pertaining to sexual harassment during the financial year
2022-23. Your Directors state that Company has complied with the provisions relating to
the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
24. Secretarial Standards:
The Company has complied with the applicable Secretarial Standards, as issued by the
Institute of Company Secretaries of India and notified by the Central Government.
25. Other Disclosures / Reporting:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/event on these items during the year under
review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise
as no such shares were issued;
b) Issue of shares (including sweat equity shares) to employees of the Company as no
such scheme was drawn;
c) Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013);
d) Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report;
e) Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in future;
f) Details relating to deposits covered under Chapter V of the Act;
g) Details of payment of remuneration or commission to Managing Director or Whole-time
Director of the Company from any of its subsidiaries as the Company does not have any
Subsidiaries/Joint Venture/ Associate Company;
h) Details in respect of frauds reported by Auditors under sub-section (12) of Section
143 other than those which are reportable to the Central Government, as there was no such
frauds reported by the Auditors;
i) Reporting on Corporate Social Responsibility as the Company does not attract any of
the criteria as mentioned in Section 135(1) of the Act;
j) The details of application made and proceeding pending under the Insolvency and
Bankruptcy Code, 2016; and
k) The details of difference between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks or Financial
Institutions.
26. Acknowledgments:
Your Directors take this opportunity to thank Filtra's customers, Members, suppliers,
bankers, business partners and associates, financial institutions and Central and State
Governments for their consistent support and encouragement to the Company.
Finally, your Directors would like to record sincere appreciation to all the employees
of the Company for their hard work and commitment.
For and on behalf of Board of Directors Filtra Consultants and Engineers Limited, |
Sd/- |
Ketan Khant |
Chairman and Managing Director |
(DIN: 03506163) |
Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai - 400019 |
Date: August 18, 2023 |
Place: Mumbai |
|