To,
The Members,
Flexituff Ventures International Limited
The Board of Directors hereby presents its 29th Director's Report on
business & operations of your Company ('the Company' or 'FVIL') along with Audited
Financial Statements (Standalone & Consolidated) for the financial year ended 31st
March, 2022.
FINANCIAL RESULTS
The Company's Financial Performance for the year ended 31st March, 2021 is
summarized below:
(Rs. in Millions)
| Financial Results & Appropriation |
Standalone |
Consolidated |
| Particulars |
2021-22 |
2020-21 |
2021-22 |
2020-21 |
| Sales & other Incomes |
10,587.48 |
9,405.73 |
10,588.13 |
9,164.64 |
| Profit/(Lossl before Tax |
(1,140.08) |
(798.59) |
(1,058.21) |
(821.07) |
| Profit/(Loss) for the year / Balance available for Appropriation |
(945.67) |
(577.25) |
(867.29) |
(601.25) |
| Other Comprehensive (Loss)/Income |
1.71 |
0.66 |
1.67 |
0.96 |
| Total Other Comprehensive (Loss)/Income |
(943.96) |
(576.59) |
(865.62) |
(600.29) |
STATE OF COMPANY'S AFFAIRS
During the year under review, the company has achieved consolidated total revenue from
operation of Rs. 10588.13 million in comparison to Rs. 9,164.64 million in previous year.
Your Company have loss for the year of Rs. (867.29) million in comparison to Rs. (601.25)
million in previous year.
During the year under review, the company has achieved Standalone total revenue from
operation of Rs. 10,587.48 million in comparison to Rs. 9,405.73 million in previous year.
Your Company have loss for the year of Rs. (945.67) million in comparison to Rs. (577.25)
million in previous year.
DIVIDEND
During the year under review, Company didn't generate enough revenue/surplus to declare
dividend, hence your directors do not propose any dividend for the Financial Year ended 31st
March, 2022.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2022 was Rs. 248.83
Million divided into 2,48,82,806 shares of Rs. 10/- each.
DEPOSITS
The Company has not accepted any deposits from the public, and as such, there are no
outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review forms part of the
Annual Report.
AWARDS & CERTIFICATIONS
Company is certified for British Retail Consortium Certificate (BRC), ISO 9001:2015
(for Quality Management System), ISO 1 4001:201 5 (for Environmental Management), ISO
22000:2005 (for Food and Safety Management) and OHSAS 18001:2007 (for Industrial Health
and Safety).
The Company has received the Country's Highest Exporter Award for FIBC through
PLEXCOUNCIL, Ministry of Commerce, for 13 years in a row.
The Company has also achieved recognition from all its foreign buyers for its delivery
and services. In geo-textile sector, the Company has received appreciation for its unique
products and new technologies being introduced to solve the problems of the country
especially related to flood protection & water cleaning.
AMOUNTS TRANSFERRED TO RESERVES
During the year under review no amount was transferred to the reserves.
CREDIT RATING
The credit rating assigned by CARE Rating as on was "D"rating for the
Long term loan and "D" for Short term Non-Fund Based Limits, which
indicates "negative" outlook.
Your Board opined and states that due to outstanding and defaults in repayments to
certain Lenders, the credit rating of the Company got impacted. The Company is pursuing
with its lenders to sign an Inter Creditor Agreement and trying to find new Lender to
achieve one time settlement to correct the default which in turn leads to restoration of
fair credit reliability.
SUBSIDIARIES / JOINT VENTURE / ASSOCIATES
The Company has 2 Direct Subsidiaries, 1 Indirect Subsidiary, 6 Joint Ventures and 5
LLPs as on 31st March, 2022.
There are no associate companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There has been no material change in the nature of the
business of the subsidiaries and Joint Ventures.
DIRECT SUBSIDIARIES
Flexituff Technology International Limited (Formerly known as Flexituff FIBC Limited)
Flexiglobal Holdings Limited, Cyprus.
INDIRECT SUBSIDIARIES
Flexiglobal (UK) Limited, UK
JOINT VENTURE/LLP
Flexituff Javed Ahmed LLP Flexituff Hi-Tech LLP Flexituff SA Enterprise LLP Flexituff
Sailendra Kalita LLP Ujjivan LUIT LLP
#Budheswar Das Flexituff International Limited JV #Sanyug Enterprises Flexituff
International Limited JV #Vishnu Construction Flexituff International Limited JV #Mayur
Kartick Barooah Flexituff International Limited JV #Flexituff Shailendra Kalita JV
#Flexituff Pulin Borgohain JV
# reckoned as subsidiary on the basis of control.
Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited accounts in respect of subsidiaries are put up on the website of the
Company (www.flexituff.com) and shall be made available upon request of any member of the
Company interested in obtaining the same and shall also be kept for inspection on all
working days, during business hours, at the Registered Office of the Company and that of
the Subsidiary Companies concerned.
Company has formulated a policy for determining material subsidiaries, which can be
accessed at the below link:-
(http://flexituff.com/wp-content/uploads/2019/06/Policies-Programe-Material-Subsidiary.pdf)
Further, pursuant to provisions of Section 129(3) of the Companies Act, 2013, a
statement containing salient features of the financial data of the Company's Subsidiaries
& Joint Ventures is mentioned in Form AOC- 1 as Annexure A of the board's
report.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 & SS-2,
relating to "Meetings of the Board of Directors" and "General
Meetings", respectively have been duly followed by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of annual accounts for the year ended 31st March,
2022, the applicable accounting standards have been followed along with proper explanation
relating to material departures.
b) the Directors 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 and of
the loss of the Company for that period.
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the annual accounts on a going concern basis.
e) the Directors 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
f) the Directors 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
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015("Listing Regulations") forms an
integral part of this Report. The requisite certificate from the Practicing Company
Secretary confirming compliance with the conditions of Corporate Governance is attached to
the report on Corporate Governance.
RELATED PARTY TRANSACTION
There have been no other materially significant Related Party Transactions between the
Company & the Directors, Management, Subsidiaries or relatives except for those
disclosed in the Financial Statements.
Accordingly, particulars of Contracts or Arrangements with Related Party Transactions
referred to in Section 188(1) of the Act in Form AOC-2 does not form part of Directors'
Report.
A Policy on Related Party Transactions as approved by the Board can be accessed on the
Company's website at:
(http://flexituff.com/wp-content/uploads/2019/06/Policies-Programe-Related-Party-Transaction.pdf)
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and recommended to the
Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to
be undertaken by the Company, which has been approved by the Board.
The CSR policy can be accessed on the Company's website at:
(http://flexituff.com/wp-content/uploads/2021/07/Policies-Programmes-Corporate-Social-Responsibility.pdf)
The Annual Report on CSR activities is annexed herewith marked as Annexure B to
this Report.
RISK MANAGEMENT
In today's volatile environment, Risk Management is a very important part of business.
The main aim of risk management is to identify, monitor & take precautionary measures
in respect of the events that may pose risks for the business. The Board & Audit
Committee is responsible for reviewing the risk management plan and ensuring its
effectiveness. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis by keeping Risk Management
Report before the Board & Audit Committee periodically.
The Risk Management Policy can be accessed on the Company's website at:
(http://flexituff.com/wp-content/uploads/20W11/Policies-and-Programme_Risk-Management-Policy.pdf)
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements are stated in Management Discussion and Analysis which forms part of
this Report.
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
The following changes occurred in the position of Directors/KMPs of the Company from 1st
April, 2021 till the date of this report:
| S. No. Name of Director/KMPs |
Date of Appointment /(Cessation) |
Event |
| 1 Mr. Rahul Chouhan (DIN:03307553) |
12/11/2021 |
Appointed as an Additional Director & Whole Time Director |
| 2 Mr. Anand Khandelwal (DIN:078893461 |
12/11/2021 |
Resigned from the post of Whole Time Director |
The Company has received declaration from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
Listing Regulations.
The following policies can be accessed at website of the Company:-
a) Terms & Conditions for appointment of Independent Director
(http://flexituff.com/wp-content/uploads/2017/09/Policies-and-Programe-Terms-Conditions.pdf)
b) Nomination & Remuneration Policy
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Nomination-Remuneration-Policy.pdf)
DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT
In accordance with the provisions of the Act & Articles of Association of the
Company, Mr. Jagdish Prasad Pandey (DIN: 0225969), Executive Director, liable to retire by
rotation at the ensuing Annual General Meeting. The Board of Directors has recommended his
reappointment.
PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and Listing
Regulations, the Board has carried out the annual performance evaluation of its own
performance, its Committees, the Chairman of the Board and the Directors on the basis of
the feedback received from all the Directors of the Company.
Structured performance evaluation questionnaire were circulated to the Directors for:
• Directors' - Self & Peer Level Evaluation;
• Board's Evaluation;
• Board Committees' Evaluation; and
• Chairman's Evaluation.
The evaluation questionnaires broadly cover parameters such as their participation in
board meeting/other committee meeting, relationship management, knowledge & skill,
adherence to the applicable code of conduct for independent directors and maintenance of
confidentiality etc.
The summary of rating given by all the directors on the structured performance
evaluation was placed before the Board of Directors.
EXTRACT OF ANNUAL RETURN
The Ministry of Corporate Affairs (MCA) has notified the Companies (Management and
Administration) Amendment Rules, 2020, wherein the companies are no longer required to
attach extracts of Annual Return. In the Companies (Management and Administration) Rules,
2014, in rule 12, in sub-rule (1), "provided that a company shall not be required to
attach the extract of the annual return with the Board's report in Form No. MGT.9, in case
the web link of such annual return has been disclosed in the Board's report in accordance
with sub-section (3) of section 92 of the Companies Act, 2013".
In compliance of the above amendment extract of the annual report FY 2021-22 will
available at:
http://flexituff.com/wp-content/uploads/2022/08/Extract-of-Annual-Report-2021-22.pdf
AUDITORS AND THEIR REPORTS
STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies, Act, 2013 and the
Rules made there under, M/s. Mahesh C Solanki & Co., Chartered Accountants, Indore
(FRN.: 006228C), was appointed as the Statutory Joint Auditors of the Company at the 27th
Annual General Meeting held on 15th October, 2020 till the conclusion of 32nd
Annual General Meeting of the Company to be held in the year 2025.
M/s. Mahesh C Solanki & Co., Chartered Accountants, Indore (FRN. 006228C), have
confirmed their eligibility under Section 141 of the Act and the Rules framed there under
for the appointment as Auditors of the Company and as required under Regulation 33 of the
Listing Regulations, 2015.
M/s Sanjeev Omprakash Garg & Co., Chartered Accountants, Indore (Firm Registration
No. 008773C), as the Joint Statutory Auditors of the Company was reappointed by the
members to hold office from conclusion of Twenty Eight (28th) Annual General
Meeting till the conclusion of (29th) Annual General Meeting of the Company.
Term of M/s Sanjeev Omprakash Garg & Co., Chartered Accountants, Indore (Firm
Registration No. 008773C), will be expired after conclusion of 29th Annual General Meeting
of the Company.
From the end of this 29th AGM, with the completion of term of Sanjeev
Omprakash Garg & Co. (SOGC), CA. The management has made decision to get the area
covered under audit by SOGC from the Mahesh C. Solanki & Co. (other joint auditor
having term upto conculsion of 32nd AGM). Henceforth MCS shall be the sole
auditor at standalone entity level and there will not be another joint auditor.
The Comments on the qualifications in the Auditors' Report on the financial statements
of the Company for financial year 2021-22 are provided in the "Statement on Impact of
Audit Qualifications" which is annexed as Annexure C and forms part of this
report.
SECRETARIAL AUDITOR
M/s. Ritesh Gupta & Co., Company Secretaries were appointed to conduct the
secretarial audit of the Company for the Financial Year 2021-22, as required under Section
204 of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit Report for the Financial Year 202122 forms part of the Annual
Report as Annexure D to the Board's Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark, however, the reference to
specific event / action which took place during the year are self-explanatory.
DISCLOSURES
NUMBER OF MEETINGS OF THE BOARD
Four (4) meetings of the Board of Directors were held during the year under review. The
details of meetings held and attendance of the Directors are detailed in the Corporate
Governance Report, which forms part of this report.
AUDIT COMMITTEE
The details pertaining to composition, meetings and attendance of audit committee are
included in the Corporate Governance Report, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013
forms part of the Notes to the Financial Statements provided in this Annual Report.
VIGIL MECHANISM
The Company has a whistle blower poLicy/vigiL mechanism to report genuine concerns or
grievances. The Whistle Blower Policy/vigil mechanism has been posted on the website of
the Company
(http://flexituff.com/wp-content/uploads/2019/06/Policies-Programe-Vigil-Mechanism.pdf)
CODEOFCONDUCT
The Board has laid down a code of conduct for Board members & Senior Management
Personnel as per Regulation 17 & 26 (3) of the Listing Regulations& has been
posted on the website of the Company
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Code-of-Conduct.pdf)
All the Board members & Senior Management Personnel have affirmed compliance with
the said code of conduct for the year ended 31st March, 2022.A declaration to
this effect, signed by the Whole-Time Director forms part of this Annual Report.
INSIDER TRADING
The Board has adopted the Insider Trading Policy in accordance with the requirements of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.The Insider trading Policy of
the Company covering code of practices and procedures for fair disclosure of Unpublished
Price Sensitive Information and Code of Conduct for the prevention of Insider Trading has
been posted on the website of the Company.
• (http://flexituff.com/wp- content/uploads/2019/04/Policies-Programe-Code-
of-Conduct-and-Procedures.pdf)
• (http://flexituff.com/wp- content/uploads/2019/04/Policies-Programe-Code-
of-Practices-and-Procedures.pdf)
All the Board members & KMPs have affirmed compliance with the said code of conduct
for the year ended 31st March, 2022.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules"), is appended as Annexure E to the Report. The information as
per Rule 5(2) of the Rules forms part of this Report. However, as per first proviso to
Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and
Financial Statements are being sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) of the Rules. Any Member interested in
obtaining a copy of the said statement may write to the Company Secretary at the
Registered Office of the Company.
DETAILS OF AMOUNT/SHARES TRANSFERRED TO IEPF DURING THE YEAR
During the year under review, unpaid dividend amounting to Rs. 15,081/- (Rupees Fifteen
Thousand & Eighty One only) pertaining to the Financial Year 2013-14 has been
transferred to IEPF along with the corresponding 5equity shares.
Also, the details of amount and shares still lying in unpaid and unclaimed dividend
account are as under:
| Dividend for the year |
2014-15 |
| Date of declaration of dividend |
30-09-2015 |
| Dividend Details (Amount in Rs. Lakhs) |
248.83 |
| Amount of unpaid dividend# (Amount in Rs.) |
888 |
| Due date to claim the dividend |
30-10-2015 |
| Due date of transfer to Unpaid Dividend Account |
06-11-2015 |
| Due date of accepting claim by the Company |
05-11-2022 |
| Date for transfer to IEPF |
05-12-2022 |
#The amounts of unpaid dividend also include bank credits received pursuant to the
cancellation of demand drafts beyond the validity period. The banks have cancelled the
issued demand draft in accordance with the SEBI circular dated April 20, 2018 on
"Strengthening the Guidelines and Raising Industry Standards for RTA, Issuer
companies & Banker to an issue".
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
In compliance with Section 134 of The Companies Act, 2013 read with Rule 8 of The
Companies (Accounts) Rules 2014, a statement giving information regarding Energy
Conservation, Technology Absorption and Foreign Exchange earnings and out go is given in Annexure
F forming part of this Annual Report.
DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerialization with both NSDL
and CDSL under ISIN INE060J01017. As on 31st March 2022, 95.48% equity shares
were in demat form and remaining 4.52% equity shares were in physical form.
Our registrar for electronic connectivity with the National Securities Depository
Limited (NSDL) and Central Depository Services Limited (CDSL) is LinkIn-time India Private
Limited, Mumbai.
HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in the Company. If finance is the blood of any
organization then Human Resource is not less than pulse which keeps running production by
their hard work day and night. Company focuses on creating best health and safety
standards and also has performance management process to motivate people to give their
best output and encourages innovation and meritocracy.
Personnel relation with all employees remained cordial and harmonious at all levels
throughout the year. Directors wish to place on record their sincere appreciations for the
continued, sincere and devoted services rendered by all the employees of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the Company has
Internal Complaints Committees (ICC)who inquire into complaints of sexual harassment and
recommend appropriate action.
During the year under review, no compliant was received from any employee of the
Company and hence no complaint was outstanding as on 31st March, 2022.
MATERIAL CHANGES AFFECTING THE COMPANY
During the year there were no material change in the Company.
GENERAL DISCLOSURES
The Board state that no disclosure or reporting is required in respect of the following
matters as there were no transactions on these items during the year under review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of Sweat Equity Shares to employees of the Company under any scheme
• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs were
outstanding as on 31st March, 2022.
• Issue of differential shares with voting rights as to dividend, voting or
otherwise
• 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
• No fraud has been reported by the Auditors to the Audit Committee or the Board.
APPRECIATION
The Board takes this opportunity to express its sincere appreciation for the excellent
support and cooperation received from company's bankers, investors, customers, suppliers,
statutory authorities for their consistent support to the Company.
The Directors also sincerely acknowledge the outstanding support and services of the
workers, staff and executives of the Company, which have together contributed to the
efficient operations and management of the Company.
| For and On Behalf of the Board of Directors of |
|
| Flexituff Ventures International Limited |
|
| Saurabh Kalani |
Rahul Chouhan |
| Whole-Time Director |
Whole-Time Director |
| (DIN: 00699380) |
(DIN:03307553) |
| Date: 10/08/2022 |
|
| Place: Pithampur |
|
|