To,
Dear Members,
High Street Filatex Limited
Your Directors have pleasure in presenting the 31st Annual
Report on the business and operations of your Company, together with the Audited
Financial Statements for the financial year ended on 31st March, 2025.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended 31st
March, 2025 is summarized as below:
Particulars |
F.Y.2024-25 |
F.Y.2023-24 |
Revenue from operations |
4,16,79,300 |
1,45,69,100 |
Other Income |
- |
- |
Less: Total Expenditure |
4,34,38,423 |
1,39,25,263 |
Profit/(Loss) before Tax |
(10,39,390) |
6,43,837 |
Tax Expenses |
NIL |
NIL |
Profit/(Loss) after Tax |
(10,39,390) |
6,43,837 |
Basic EPS |
(1.56) |
1.00 |
Diluted EPS |
(1.56) |
1.00 |
2. STATE OF COMPANY?S AFFAIRS
The Financial Statements of the Company have been prepared in
accordance with Indian Accounting Standards (Ind AS), notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of
the Companies Act, 2013.
During the year under review, revenue from operations of the Company
was Rs. 4,16,79,300 as compared to Rs. 1,45,69,100/- in the previous financial year.
During the year under review Company incurred loss of Rs. 10,39,390/-.
3. SHARE CAPITAL
The paid-up Share Capital of the Company as on 31st March,
2025 is mentioned below:
Paid up Equity Share Capital : Rs. 2,34,34,300 Paid up
Preference Share Capital : Rs. 1,36,00,000
During the year under review total Authorized capital (for Equity
shares) of the company increased from Rs. 40,00,000 to 50,00,000. Issued, Subscribed and
Paid Up Capital was increased from 6,47,000 Equity shares of Rs. 10/- each to 23,43,430
Equity Shares of Rs.10/- each consequent to decision of issue of share capital of
16,96,430 Equity shares at Rs.15 by way of Preferential issue (Face Value Rs. 10 and
premium of Rs. 5) was approved by shareholders in Extra Ordinary General Meeting dated 18th
February, 2025 and the allotment of the same was done in Board meeting dated 28th
March, 2025.
Subsequent to the closure of accounts for the financial year, the
Company has fully redeemed its Preference Shares pursuant to the resolution passed at the
Board Meeting held on April 7, 2025.
4. DIVIDEND
Considering the losses incurred during the year, your directors do not
recommend payment of any dividend for the financial year ended on 31st March,
2025.
5. AMOUNTS TRANSFERRED TO RESERVES
No amount is proposed to be transferred to general reserves for the
financial year ended on 31st March, 2025.
6. ASSOCIATE COMPANIES, JOINT VENTURE AND SUBSIDIARY COMPANIES
During the year under review, there was no associate, Joint Venture and
Subsidiary Company.
7. ANNUAL RETURN
In accordance with the provisions of Section 134(3) of the Companies
Act, 2013, the Annual Return, under Section 92 (3) of the Companies Act, 2013, is hosted
on the website of the Company at https://www.highstreetfilatex.in/asp/annual-returns.htm
8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
An active, informed and independent Board is a pre-requisite for strong
and effective corporate governance. The Board plays a crucial role in overseeing how the
management safeguards the interests of all the stakeholders. The Board ensures that the
Company has clear goals aligned to the shareholders? value and
growth. The Board critically evaluates strategic direction of the Company and exercises
appropriate control to ensure that the business of the Company is conducted in the best
interests of the shareholders and society at large. The Board is duly supported by the Key
Managerial Personnel and Senior Management Personnel in ensuring effective functioning of
the Company.
Composition of the Board
The Composition & category of the Directors along with their
attendance at Board Meetings, previous AGM as on March 31, 2025 are given below:-
|
|
No. of Board Meetings |
|
S. No. Name of the Director |
Designation |
Held during the tenure |
Attended |
Attendance at Last AGM held on September
20, 2024 |
1. Mr. Bhagwan Singh |
Chairman & Whole Time Director |
8 |
8 |
YES |
2. Mrs. Aishwarya Sethia |
Director & CFO |
8 |
8 |
YES |
3. Mr. Sunil Kumar Bairwa |
Independent Director |
8 |
8 |
YES |
4. Mr. Charan Singh |
Independent Director |
8 |
8 |
YES |
5. Mr. Dharmesh Ishwarlal |
Independent Director |
3 |
3 |
NO |
Saraiya |
|
|
|
|
The composition of the Board reflects the judicious mix of
professionalism, competence and sound knowledge which enables the Board to provide
effective leadership to the Company. The Board periodically evaluates the need for change
in its size and composition to ensure that it remains aligned with statutory and business
requirements. None of the Director hold office as a director, including any alternate
directorship, in more than twenty companies, nor is a Director on the Board of more than
ten Public Companies or acts as an Independent Director in more than seven Listed
Companies. Further, none of the Director is a Member of more than ten Committees or
Chairman of more than five Committees, across all the Companies in which he/she is a
Director. The Company has issued the formal letter of appointment to all the Independent
Directors as prescribed under the provisions of the Act and the terms and conditions of
their appointment has been uploaded on the website of the Company.
The Board is entrusted with ultimate responsibility of the management,
directions and performance of the Company. Board conducts and exercises the overall
supervision and control by setting the goals and policies, reporting mechanism and
decision-making processes to be followed.
In accordance with Section 152 of the Companies Act, 2013, Mr. Bhagwan
Singh (DIN: 02305246) is retiring by rotation at the ensuing Annual General Meeting and
being eligible have offered himself for reappointment.
Further, during the year under review Mr. Prachi Sethia (DIN: 06804838)
has tendered her resignation from the post of Director of the company w. e. f 15th January,
2025.
Further, during the year under review, the Board based on the
recommendation of Nomination and remuneration Committee has appointed Mr. Dharmesh
Ishwarlal Saraiya (DIN: 06804838) as Director of the company w.e.f 16th
January, 2025
Mrs. Bhavna Giamalani (M. No. 56103), Company Secretary and Compliance
Officer of the company has tendered resignation from the said designation with effect from
07th April, 2025. The Board places on record its appreciation for the services
rendered by her during her tenure. Further, she ceases to be associated with the company
and is relieved from the duties of a Company Secretary and Compliance Officer.
Except aforesaid changes, no other changes took place in the directors
and KMP of the company during the year under review. Further, the following changes took
place after the closure of financial year and till the date of this report:
Mr. Dharmesh Ishwarlal Saraiya (DIN: 06804838), Mr. Sunil Kumar Bairwa
(DIN: 06791053) and Mr. Charan Singh (DIN: 06804838) has tendered their resignation from
the post of Director of the company w. e. f 26th June, 2025. The Board places
on record its deep appreciation for services rendered during their respective term as
Directors of the Company.
Further Sandeep Jagdishprasad Agarwal was appointed as Chief Executive
Officer in the Board meeting held on 26th June, 2025.
Further Mrs. Anupriya Sandeep Agarwal (DIN:06417793) was appointed as
Additional Director in the Board meeting held on 26th June, 2025 and her
appointment will be regularized by the members in the 31st AGM of the Company
to be held on 25th September, 2025.
Further Mr. Manish Jhanwar (DIN: 05312225) was appointed as Additional
Director (Independent) in the Board meeting held on 13th August, 2025 and his
appointment will be regularized by the members in the 31st AGM of the Company
to be held on 25th September, 2025.
Mr. Jay Soni (M. No. 77601) who possess requisite qualification as
prescribed under the [Appointment and Qualification of Secretary] Rules, 1988 was
appointed as the Company Secretary & Compliance Officer of the company by the Board of
directors following the recommendation of the Nomination and Remuneration Committee with
effect from 26th June, 2025 fulfilling the requirements of Section 203 of the
Companies Act, 2013 and rules made there under and as per Regulation 6(1) of SEBI Listing
Regulations.
9. NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Board meetings are conducted in accordance with the provisions of the
Companies Act, 2013 (hereinafter referred as "the Act") read with
Articles of Association of the Company, Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "the
SEBI Listing Regulations") and Secretarial Standard-1.
The Board meets at regular intervals (at least once in a calendar
quarter) to discuss and decide on business strategies/policy and review the financial
performance of the Company.
The agenda along with relevant notes and other material information are
sent in advance separately to each Director. In case of Business exigencies, if any, the
Board?s approval is taken through circular resolution except in the cases which has
been restricted by the act, which is noted and confirmed at the subsequent Board meeting.
The Chief Financial Officer of the Company was invited to attend all
the Board Meetings. Other senior managerial personnel are called as and when necessary to
provide additional inputs for the items being discussed by the board.
The Whole-time Director and the Chief Financial Officer of the Company
make the presentation on the quarterly and annual operating & financial performance of
the Company and other business issues.
The draft of the minutes prepared by Company Secretary is circulated
among the Directors for their comment/suggestion within 15 days of meeting and finally
after incorporating their views, final minutes are recorded in the books within 30 days of
meeting.
Post meeting, important decisions taken are communicated to the
concerned officials and department for the effective implementation of the same.
The Board of Directors met to discuss and decide on Company?s
business policy and strength apart from other normal Board business. During the year 2024-25,
Eight (8) Board Meetings were held, and the intervening gap between the meetings was
within the period prescribed under the Act, Secretarial Standard-1 and the SEBI Listing
Regulations, including relaxations/extensions as time to time provided by the Ministry of
Corporate affairs and Securities and Exchange Board of India. The dates on which the said
meetings were held are as follows:
01 |
Wednesday, 08th May, 2024 |
02 |
Monday, 08th July, 2024 |
03 |
Friday, 09th August, 2024 |
04 |
Tuesday, 12th November, 2024 |
05 |
Thursday, 16th January, 2025 |
06 |
Friday, 24th January, 2025 |
07 |
Monday, 03rd February, 2025 |
08 |
Friday, 28th March, 2025 |
10. COMMITTEES OF BOARD
Under the aegis of Board of Directors, several committees have been
constituted and delegated powers for different functional areas. The Board Committees are
formed with approval of the Board and function under their guidance. These Board
committees play an important role in overall management of day-to-day affairs and
governance of the Company. The Board committees meet at regular intervals, takes necessary
steps to perform its duties entrusted by the Board. To ensure good governance, Minutes of
the meetings are placed before the Board to take note.
Under the provisions of the Act and the SEBI Listing Regulations, the
Board of the Company have three committees namely:
I. Audit Committee
II. Stakeholders? Relationship Committee III. Nomination and
Remuneration Committee
These are briefly enumerated as under:
I. Audit Committee:
The Audit Committee is duly constituted in accordance with Section 177
of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules,
2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the
Act, and the SEBI Listing Regulations to the extent applicable. The Audit Committee of the
Company is entrusted with the responsibility to supervise the Company?s internal
controls and financial reporting process. The Committee acts as a link between the
Management, the Statutory Auditors, the Internal Auditors, Secretarial Auditors and the
Board of Directors.
a.) Composition:
The Audit Committee comprises of three Directors, all of whom are
Non-Executive Independent Directors. All the members of Audit Committee are financially
literate and bring in expertise in the fields of finance, taxation, economics, risk and
international finance. The Audit Committee seeks to ensure both corporate governance and
provides assistance to the Board of Directors in fulfilling the Board?s overall
responsibilities.
The constitution of the Audit Committee as on 31st March,
2025 is as under:
Name of Members |
Designation |
Mr. Sunil Kumar Bairwa |
Chairman (Independent Director) |
Mr. Charan Singh |
Member (Independent Director) |
Mr. Dharmesh Ishwarlal Saraiya* |
Member (Independent Director) |
*Further during the period Ms. Prachi Sethia, ceased to be the Director
and member of the committee w.e.f. 15th January, 2025 and Mr. Dharmesh
Ishwarlal Saraiya was inducted as the Director and Member of the Audit Committee with
effect from 16th January, 2025 in place of Ms. Prachi Sethia.
b.) Extract of Terms of Reference-
The indicative list of terms of reference of the Audit Committee are in
accordance with Section 177 of the Act and as per the SEBI Listing Regulations are as
follows:
(i) the recommendation for appointment, remuneration and terms of
appointment of auditors of the Company;
(ii) review and monitor the auditor?s independence and
performance, and effectiveness of audit process; (iii) examination of the financial
statement and the auditors? report thereon; (iv) approval or any subsequent
modification of transactions of the Company with related party; (v) scrutiny of
inter-corporate loans and investments; (vi) valuation of undertakings or assets of the
Company, wherever it is necessary; (vii) evaluation of internal financial controls and
risk management systems; (viii) monitoring the end use of funds raised through public
offers and related matters
(ix) review of internal audit reports relating to internal control
weakness and discuss with internal auditors any significant findings and follow up
thereon; (x) reviewing the statements of significant related party transactions submitted
by the management. (xi) review of the Whistle Blower Mechanism of the Company as per the
Whistle Blower Policy and overseeing the functioning of the same. (xii) review and approve
policy on materiality of related party transactions and also dealing with related party
transactions.
c.) Audit Committee Meetings and Attendance-
During the Financial Year 2024-25, 5 (Five) meetings of the Audit
Committee were held. The necessary quorum was present in all the meetings. The Audit
Committee Meetings are usually held at the registered office of the Company. The dates of
the meetings are:
01 |
Monday, 08th May, 2024 |
02 |
Friday, 09th August, 2024 |
03 |
Tuesday, 12th November, 2024 |
04 |
Friday, 24th January, 2025 |
05 |
Monday, 03rd February, 2025 |
The table below provides the attendance of the Audit Committee members:
Name |
Position |
Category |
No. of Audit Committee
Meeting during the year |
|
|
|
Held |
Attended |
Mr. Sunil Kumar Bairwa |
Chairman |
Non Executive (Independent Director) |
5 |
5 |
Mr. Charan Singh |
Member |
Non Executive (Independent Director) |
5 |
5 |
Ms. Prachi Sethia |
Member |
Non Executive (Director) |
3 |
3 |
Mr. Dharmesh Ishwarlal Saraiya |
Member |
Non Executive (Director) |
2 |
2 |
The Audit Committee invites such of the executives as it considers
appropriate i.e. the head of the finance (CFO), Internal Auditor, representatives of the
Statutory Auditors, Secretarial Auditors etc. to attend the Committee?s meetings. The
Company Secretary of the Company acts as the Secretary to the Audit
Committee.
All the recommendations of the Audit Committee was accepted by the
Board during the year.
II. Stakeholders? Relationship Committee:
The Stakeholders Relationship Committee is duly constituted in
accordance with Section 178(5) of the Act. The Stakeholders
Relationship Committee is entrusted with the responsibility of
addressing the shareholders?/ investors? complaints with respect to transfer,
transmission of shares, issuance of duplicate share certificate, non-receipt of Annual
Report, non-receipt of dividend etc.
This committee overlooks the performance of the Registrar and Share
Transfer Agent and to recommend measures for overall improvement in the Quality of
Investor services. The Company has always valued its customer relationships. a.)
Composition:
Constitution of the Committee is as under:
Name of Members |
Designation |
Mr. Sunil Kumar Bairwa* |
Chairman (Independent Director) |
Mr. Charan Singh* |
Member (Independent Director) |
Ms. Prachi Sethia* |
Member (Director) |
*Further during the period Ms. Prachi Sethia, ceased to be the Director
and member of the committee w.e.f. 15th January, 2025 and Mr. Dharmesh
Ishwarlal Saraiya was inducted as the Director and Member of the Audit Committee with
effect from 16th January, 2025 in place of Ms. Prachi Sethia.
b.) Terms of reference of the Stakeholders? Relationship Committee
are broadly as under-
The Stakeholders? Relationship Committee specifically looks into
various issues of the Shareholders such as:
1. Resolving the grievances of the security holders of the listed
entity including complaints related to transfer/transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc.
2. Review of measures taken for effective exercise of voting rights by
shareholders.
3. Review of adherence to the service standards adopted by the listed
entity in respect of various services being rendered by the Registrar & Share Transfer
Agent.
4. Review of the various measures and initiatives taken by the listed
entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the Company.
c.) Stakeholders? Relationship Committee Meetings and attendance
During the year 2024-25, 01 (one) meeting of the committee was held on
Monday, 10th February, 2025. The necessary quorum was present in the meeting.
The Committee Meeting is usually held at the registered office of the Company.
The table below provides the attendance of the Stakeholders?
Relationship Committee members:
Name |
Position |
Category |
No. of Stakeholder
Relationship Committee Meeting during the year |
|
|
|
Held |
Attended |
Mr. Sunil Kumar Bairwa |
Chairman |
Non Executive (Independent Director) |
1 |
1 |
Mr. Charan Singh |
Member |
Non Executive (Independent Director) |
1 |
1 |
Ms. Dharmesh Ishwarlal Saraiya |
Member |
Non Executive (Director) |
1 |
1 |
Company Secretary of the Company acts as the Secretary of the Committee
d.) Details of Complaints:
Opening balance at the beginning of the year |
Nil |
Received during the year |
1 |
Disposed during the year |
1 |
Closing balance at the end of the year |
Nil |
III. Nomination and Remuneration Committee-
The Nomination and Remuneration Committee has been constituted by the
Company in terms of the provisions of Section 178 of the Act. The Nomination and
Remuneration Committee reviews and recommends the payment of salaries, commission and
finalizes appointment and other employment conditions of Directors, Key Managerial
Personnel and other Senior Employees.
Composition:-
Name of Members |
Designation |
Mr. Charan Singh |
Chairman (Independent Director) |
Mr. Sunil Kumar Bairwa |
Member (Independent Director) |
Ms. Prachi Sethia* |
Member (Director) |
*Further during the period Ms. Prachi Sethia, ceased to be the Director
and member of the committee w.e.f. 15th January, 2025 and Mr. Dharmesh
Ishwarlal Saraiya was inducted as the Director and Member of the Audit Committee with
effect from 16th January, 2025 in place of Ms. Prachi Sethia.
The Nomination and Remuneration Committee has been constituted in order
to bring about objectivity in determining the remuneration package while striking a
balance between the interest of the Company and the shareholders.
Extract of Terms of Reference-
The broad terms of reference of the Nomination and Remuneration
Committee, as amended from time includes the following-
1) formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other
employees; 2) formulation of criteria for evaluation of performance of independent
directors and the board of directors; 3) identifying persons who are qualified to become
directors and who may be appointed in senior management in accordance with the criteria
laid down, and recommend to the board of directors their appointment and removal. 4)
whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors. 5) recommend to
the board, all remuneration, in whatever form, payable to senior management.
Nomination and Remuneration Committee Meetings and attendance - The
necessary quorum was present in all the meetings. The Nomination and Remuneration
Committee Meetings are usually held at the registered office of the Company. During the
Financial Year 2024-25, 03 (three)meetings were held:-
01 |
Monday, 08th July, 2025 |
02 |
Friday, 09th August, 2025 |
03 |
Thursday, 16th January, 2025 |
The table below provides the attendance of the Nomination and
Remuneration Committee members:
Name |
Position |
Category |
No. of Nomination &
Remuneration Committee Meeting during the year |
|
|
|
Held |
Attended |
Mr. Sunil Kumar Bairwa |
Chairman |
Non Executive (Independent Director) |
3 |
3 |
Mr. Charan Singh |
Member |
Non Executive (Independent Director) |
3 |
3 |
Ms. Prachi Sethia |
Member |
Non Executive (Director) |
2 |
2 |
Mr. Dharmesh Ishwarlal Saraiya |
Member |
Non Executive (Director) |
1 |
1 |
11. Meeting of Independent Directors
The meeting of Independent Directors was conducted to enable the
Independent Directors to discuss matters pertaining to inter alia review the performance
of Non Independent Directors and the Board as a whole, review the performance of the
Executive Chairman of the Company (taking into account the views of the Executive and Non-
Executive Directors), review the performance of the Company, assess the quality, quantity
and timeliness of flow of information between the Company, Management and the Board which
is necessary for the Board to effectively and reasonably perform their duties and
considered preferential issue.
The meeting of the Independent Directors for the financial year under
review was held on 11th November, 2024 and 24th January 2025.
The Chairman of the meeting of Independent Directors apprises the
Chairman of the Company regarding the views/ concerns, if any, of Independent Directors.
12. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
BY THE COMPANY U/s 186
During the year under review, the Company has not given any loans or
guarantee or provided security in connection with a loan nor it has acquired by way of
subscription, purchase or otherwise the securities of any other body corporate.
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All the related party transactions that were entered during the
financial year are done on arm?s length basis and in the ordinary course of business.
Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into
by the company with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 is given as
"Annexure-1" to this Report.
The policy on dealing with and materiality of Related Party
Transactions has been placed on the Company?s website and can be accessed through the
following link:
http://www.highstreetfilatex.in/asp/Policy_on_Related_PartyTransaction.pdf
14. MATERIAL CHANGES AND COMMITMENTS
There were no material changes occurred and commitments that took place
between the end of the financial year to which the financial statements relate and the
date of this Report which can affect the financial position of the Company.
15. SIGNIFICANT AND MATERIAL ORDERS
In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules,
2014, no significant or material orders were passed by the regulators or courts or
tribunals impacting the going concern status and Company?s operations in future.
16. RISK MANAGEMENT POLICY
In compliance with the requirements of regulations contained in the
SEBI Listing Regulations and the provisions of the Act, Company has a Risk Management
Policy to identify and assess the key risk areas, monitor and report compliance and
effectiveness of the policy and procedure. Company has a well-established Risk Management
framework in place for identification, evaluating and management of risks, including the
risks which may threaten the existence of the Company. In line with Company?s
commitment to deliver sustainable value, this framework aims to provide an integrated and
organized approach for evaluating and managing risks. A detailed exercise is carried out
to identify, evaluate, manage and monitor the risks. The Board periodically reviews the
risks and suggests steps to be taken to control and mitigate the same through a properly
defined framework. The detailed risk management policy of Company is available on the
following weblink: http://highstreetfilatex.in/asp/Policy_on_Risk_Managment.pdf
17. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director of the Company stating that:
(i) they meet the criteria of independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations; and
(ii) as required vide Rule 6 (1) & (2) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 they have registered their names
in the Independent Directors? Databank maintained by the Indian Institute of
Corporate Affairs.
Based on the declarations received from the Directors, the Board
confirms, there has been no change in the circumstances affecting their status as
Independent Directors of the Company. In the opinion of the Board, the Independent
Directors are competent, experienced, proficient and possess necessary expertise and
integrity to discharge their duties and functions as Independent Directors.
18. DEPOSITS
During the year under review, Company has neither invited nor accepted
or renewed any fixed deposit in terms of provisions of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014.
Further, the particulars of the borrowings by the Company from its
directors are provided in the financial statements. (Please refer to Note. 9 in the
Financial Statements).
19. MAINTENANCE OF COST RECORDS AND COST AUDIT
The Company is not required to maintain cost records as specified by
the Central Government under Section 148(1) of the Act.
20. PARTICULARS OF CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND
FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo during the financial year as required to be disclosed
pursuant to Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts)
Rules 2014, are given to the extent applicable in "Annexure- 2" forming
part of this report.
21. STATUTORY AUDITORS
The Board of Directors at their meeting dated 26th June,
2025 recommended the appointment of M/s. N.D. Kapur & Co, Chartered Accountants (Firm
Reg. No. 001196N) as Statutory Auditors of the Company in place of M/s. R Sogani &
Associates, Chartered Accountants (FRN 018755C) who have tendered their resignation w.e.f.
25th June, 2025 as Statutory Auditors of the Company. M/s. N.D. Kapur & Co,
Chartered Accountants (Firm Reg. No. 001196N) were appointed w.e.f. 26th June,
2025 till the ensuing AGM to fill the casual vacancy caused due to resignation of M/s. R
Sogani & Associates, Chartered Accountants, (FRN: 018755C).
Further, the Board of Directors of the Company at its meeting held on
26th June, 2025 have appointed M/s. N.D. Kapur & Co, Chartered Accountants
(Firm Reg. No. 001196N) for a term of 5 years, subject to the approval of shareholders at
ensuing Annual General Meeting, to hold office till the conclusion of Annual General
Meeting to be held in the year 2030.
The Board recommends to the members of the Company approval of
appointment of M/s. N.D. Kapur & Co, Chartered Accountants (Firm Reg. No. 001196N) as
the Statutory Auditors of the Company. They have confirmed their eligibility under Section
141 of the Companies Act, 2013 and the Rules framed thereunder. As required under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have
also confirmed that they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
22. STATUTORY AUDITOR?S REPORT
The Board has duly received the Statutory Auditor?s Report on the
financial Statements of the Company for the financial year ended March 31, 2025. The
Report given by the Auditors on the financial statements of the Company is forming part of
the Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report and the observations made by the Auditors
are self-explanatory and have been dealt with in Independent Auditors Report & its
annexures and hence do not require any further clarification.
Further, the Auditors have not reported any incident of fraud in the
Company for the year under review under section 143(12) of the Act.
23. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board of Directors of the Company has appointed M/s V. M. &
Associates (FRN: P1984RJ039200) Company Secretaries, Jaipur as Secretarial Auditor of the
Company to conduct secretarial audit of the secretarial records for the Financial Year
2024-25.
A Secretarial Audit Report in Form MR-3 issued by M/s V. M. &
Associates, Company Secretaries, in respect of the secretarial audit of the Company for
the financial year ended 31st March, 2025 is given in "Annexure-3"
to this Report and does not contain any qualification, reservation or adverse remark
except the following:
1. The Company has not fully adhered with Regulation 3(5) of the
SEBI PIT Regulations, as in a few instances, the entries regarding the sharing of
Unpublished Price Sensitive Information ("UPSI") were either not recorded in the
Structured Digital Database maintained by the Company or were recorded
after the UPSI had become public
Management Reply: We remain fully committed to adhering to SEBI's
regulations and ensuring the integrity of our information-sharing processes. Management
has already taken proactive steps to enhance internal controls and reporting mechanisms to
ensure that such occurrences do not recur. we will continue to maintain the highest
standards of compliance moving forward.
2. The Company has not submitted certain disclosures to the stock
exchange as required under Regulation 30 read with Schedule III Part A of SEBI Listing
Regulations;
Management Reply: The Company understands the importance of these
disclosures in maintaining transparency with the stock exchanges and stakeholders. We have
reviewed the situation, and the oversight was purely due to an internal procedural delay.
Immediate corrective measures have been taken to ensure that all pending disclosures are
submitted promptly and in compliance with regulatory requirements.
3. The Company has not complied with section 117 of the Act, as
E-form MGT-14 was not filed for certain resolutions passed by the Board of Directors in
pursuance of the powers exercised under Section 179 of the Act.
Management Reply: The delay occurred due to miscommunication between
departments regarding the filing requirements. We are currently in the process of filing
the MGT-14 for all affected resolutions, and this will be completed as soon as possible.
To prevent such lapses in the future, we have strengthened our compliance monitoring
systems to ensure that all necessary filings are made promptly in accordance with
statutory requirements.
Further, as per recommendation of the Audit Committee, the Board of
Director has appointed M/s. Krishna Rathi & Associate, Practicing Company Secretaries
as Secretarial Auditors of your Company for the Financial Year 2025-26.
During the financial year 2024-25, no fraud was reported by the
Secretarial Auditor of the Company in their Audit Report.
24. INTERNAL AUDITOR AND THEIR REPORT
Pursuant to Section 138 of the Act read with Rule 13 of the Companies
(Accounts) Rules, 2014, every Listed Company is required to appoint an Internal Auditor or
a firm of Internal Auditors to carry out Internal Audit of the Company. The Internal Audit
Report is received yearly by the Company and the same is reviewed and taken on record by
the Audit Committee and Board of Directors.
As per the requirements of the Act, Company had appointed Mrs. Padmini
Palod, Chartered Accountant (Membership No. 074922) as the Internal Auditor of the Company
for the financial Year 2024-25 for conducting Internal Audit.
The Internal Auditor?s Report for the financial year ended on 31st
March, 2025 are free from any qualification, reservation, observation and adverse remark.
In compliance with the aforesaid requirements, as per recommendation of
the Audit Committee, the Board of Director has appointed M/s. A.R. Sodha & Co,
Chartered Accountants as the Internal Auditor of the Company for the financial Year
2025-26 for conducting Internal Audit.
During the financial year 2024-25, no fraud was reported by the
Internal Auditor of the Company in their Audit Report.
25. CORPORATE GOVERNANCE AND CODE OF CODUCT
Pursuant to the provisions of Regulation 15 and Chapter V of the SEBI
Listing Regulations, Companies having paid up equity share capital not exceeding Rs. 10
Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous
financial year are not required to comply with the provisions of Regulation 27 of the SEBI
Listing Regulations.
As per the Audited Financial Statements of the Company the paid-up
Equity Share and Net worth does not exceed the limit as mentioned above; hence compliance
with the provisions of the Corporate Governance is not applicable to the Company.
However, your Company has complied with all the disclosures and
requirements which are applicable under all the rules, regulations for the time being in
force.
Therefore, declaration/certification/information required to be
disclosed as per Para C, D and E of Schedule V read with Regulation 34 are not applicable
to the Company and hence, Corporate Governance Report, Declaration and Compliance
Certificate pursuant to Para C, D and E of Schedule V of Listing Regulations,
respectively, not attached to this report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the Regulation 34 (2) of the SEBI Listing
Regulations, the Management Discussion and Analysis Report giving details of overall
industry structure, developments, performance and state of affairs of Company?s
business forms an integral part of this Report as "Annexure-4".
27. PARTICULARS OF EMPLOYEES
None of the employees of the Company was in receipt of the remuneration
exceeding the limits prescribed u/s 197 (12) of the Act read with rule 5, sub-rule 2 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(as
amended) during the year under review. The ratio of the remuneration of each director to
the median employee's remuneration and other details in terms of sub section 12 of Section
197 of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of
Managerial
Personnel) Rules, 2014 are forming part of this report as "Annexure-5".
28. LISTING REGULATIONS
During the period under review, the Company has complied with all the
mandatory requirements of the SEBI Listing Regulations and other applicable regulations.
29. NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy (the "Policy")
applies to the Board of Directors (the "Board"), Key Managerial Personnel (the
"KMP") and the Senior Management Personnel of High Street Filatex Limited (the
"Company").
This Policy is in compliance with Section 178 of the Companies Act,
2013 read along with the applicable rules thereto and includes formal evaluation framework
of the Board. The company?s Nomination & Remuneration policy includes
director?s appointment and remuneration & criteria for determining
qualifications, positive attributes, independence of Director.
The objective of this Policy is to serve as a guiding charter to
appoint qualified persons as directors on the Board of Directors of the Company
("Directors"), Key Managerial Personnel (the "KMP"), persons who may
be appointed in senior management positions ("SMP"), to recommend the
remuneration to be paid to them and to evaluate their performance.
The salient features of the Nomination and Remuneration policy are as
follows:
Part A covers the matters to be dealt with, perused and recommended by
the Committee to the Board:
Part B covers the appointment including re-appointment and removal of
Director, KMP and senior management: and
Part C covers the level and composition of remuneration is reasonable
and sufficient, relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
The policy is also available on the website of Company at
http://www.highstreetfilatex.in/asp/nomination-and-remuneration-policy.pdf.
30. BOARD EVALUATION
The parameters for the performance evaluation of the Board, inter alia,
include performance of the Board on deciding long term strategy, rating the composition
and mix of Board members, discharging of governance and fiduciary duties, handling
critical and dissenting suggestions, etc., and such evaluation was done by the means of
questioners circulated to all the directors.
The parameters for the performance evaluation of the Directors include
attendance, effective participation in meetings of the Board, domain knowledge, vision,
strategy, etc.
The Chairman of the respective Committees based on the feedback
received from the committee members on the outcome of performance evaluation exercise of
the committee, shares a report to the Board.
Board Level Performance Evaluation
The Act and the SEBI Listing Regulations stipulates the performance
evaluation of the Directors including Chairman, Board and its Committees. Considering the
said provisions, the Company has devised the process and the criteria for the performance
evaluation which has been recommended by the Nomination & Remuneration committee and
approved by the Board. During the year the Board of Directors has carried out an annual
performance evaluation of its own performance, board committees and Individual Directors
based on an indicative list of factors.
The process for formal annual performance evaluation is as under:
Independent Directors of the Company at their separate meeting
evaluates the performance of Whole Time Director, Non- Executive Directors, Chairman of
the Company and the Board as a whole.
The Board evaluates the performance of the all Directors. The Board
evaluated the performance of Board Committees.
Nomination & Remuneration Committee evaluate/ review the
performance of each Director recommends appointment/reappointment/ continuation of
Directors to the Board. Based on the recommendation of Nomination & Remuneration
Committee, Board will take the appropriate action.
The criteria for performance evaluation are as under:
Performance Evaluation of Non-Executive Directors and Chairman
Participation at Board / Committee Meetings, Managing Relationship,
Knowledge and skill, Personal attributes, Compliance and Corporate Governance; Leadership;
Strategy Formulation, Strategy Execution, Financial Planning/Performance, Relationships
with the Board, Human Resource Management and Succession Planning, Personal Qualities,
Resources and Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Strategic Foresight, Value Creation, Process
and Procedures, Oversight of the Financial Reporting Process and Internal Controls,
Oversight of Audit Functions, Corporate Governance, Corporate Culture, Monitoring of
business activities, Understanding of the business of the Company and Regulatory
environment; Contribution to effective corporate governance and transparency in the
Company?s Operations; Deliberations/decisions on the Company?s strategies,
policies, plans and guidance to the Executive Management.
Performance Evaluation of Committees
The performance and effectiveness of the Committee; Frequency and
duration; Spread of talent and diversity in the Committee; Understanding of regulatory
environment and developments; Interaction with the board.
31. CORPORATE SOCIAL RESPONSIBILITY
Subject to the provisions of Section 135 and Schedule VII of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2015, the Company is not mandatorily required to undertake CSR initiatives. The
report of the CSR activities is not applicable to the Company.
32. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a robust vigil mechanism through its whistle blower
policy, approved and adopted by the Board of Directors of the Company in compliance with
the provisions of Section 177(10) of the Act.
The policy also provides protection to the employees and Directors who
report unethical practices and irregularities. Any incidents that are reported are
investigated and suitable action is taken in line with the whistle blower policy. The
employees are encouraged, to raise voice, for their concerns by way of whistle blowing and
all the employees have been given access to Chairperson of the Audit Committee. It also
provides adequate safeguards against victimization of Directors/ Employees who avail the
mechanism and are free to report violations of applicable laws and regulations and the
code of conduct. No personnel have been denied access to the Audit Committee pertaining to
the Whistle Blower Policy. The Whistle Blower Policy is available on the following web
link: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf.
33. INTERNAL FINANCIAL CONTROL
The Company?s internal financial control framework is commensurate
with the size and operations of the business and is in line with requirements of the Act.
The Company has laid down Standard Operating Procedures and policies to guide the
operations of the business. Unit heads are responsible to ensure compliance with the
policies and procedures laid down by the management. Robust and continuous internal
monitoring mechanisms ensure timely identification of risks and issues. The Management,
Statutory and Internal Auditors undertake rigorous testing of the control environment of
the Company.
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
34. COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India, a statutory body, has
issued Secretarial Standards (SS) on various aspects of corporate law and practices. The
Company has complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.
35. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees
including the members of the Board and Senior Management Personnel. All the members of the
Board and Senior Management Personnel have affirmed compliance with the said code of
conduct for the financial year 2024-25.
The Code has been posted on the website (www.highstreetfilatex.in) of
the Company. The Code can be accessed through the following link
:http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.
36. ANTI-SEXUAL HARASSMENT POLICY
The Company?s Policy on Prevention of Sexual Harassment at
workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Rules, 2013 framed thereunder.
The Company conducts sessions for employees across the organization to
build awareness amongst employees about the Policy and the provisions of Prevention of
Sexual Harassment of Women at Workplace Act. The Company has complied with the provisions
relating to constitution of internal complaints committee (ICC) under the POSH Act. All
women employees are covered under this policy. ICC has been set up to redress complaints
received regarding sexual harassment. During the Financial Year 2024-25, no complaint of
sexual harassment was received by the Company details/particulars for the same are as
follows:
Particulars |
No. of Complaints |
No. of Complaints pending at the beginning of the year |
0 |
No. of Complaints received during the year |
0 |
No. of Complaints disposed off during the year |
0 |
No. of Complaints pending for more than Ninety days |
0 |
The Company is committed to providing a safe and conducive work
environment to all of its employees and associates.
37. GENERAL SHAREHOLDER INFORMATION
a) Annual General Meeting
Date and Time of AGM |
Thursday, 25th September, 2025 |
Mode |
Video Conference and Other Audio Visual Means |
Financial Year |
2024-25 |
Dividend Payment Date |
- |
(b) Listing on Stock Exchanges
The Company?s Equity Shares are listed on:
BSE Limited
25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai- 400 001
CSE Limited
7, Lyons Range Kolkata 700001
The Company has paid till date, appropriate listing fee to both the
stock exchanges.
c) Unclaimed Suspense Account
Aggregate number of shareholders and the outstanding
shares lying in the Suspense Account at the beginning of the year |
Number of shareholders who approached the issuer for
transfer of shares from the Suspense Account during the year |
Number of shareholders to whom shares were transferred
from the Suspense Account during the year |
Aggregate number of Shareholders and the Outstanding
shares lying in the Unclaimed Suspense Account at the end of the year |
One shareholder having 20 equity shares |
Nil |
Nil |
One shareholder having 20 equity shares |
The voting rights on the shares in suspense account shall remain frozen
till the rightful owner of such shares claims the shares.
d) Stock Code
BSE Limited |
531301 |
CSE Limited |
031175 |
ISIN for NSDL and CDSL |
INE319M01011 |
(e) Registrar and Transfer Agent
Beetal Financial and Computer Services Private Limited
"Beetal House", 3rd Floor, 99 Madangir, Behind
Local Shopping Centre, Near Dada, Harsukhdas Mandir, New Delhi-110062. Ph. No.:
91-011-29961281,29961282, Fax No.: 91-011-29961284 Website: www.beetalfinancial.com,
E-mail Id: beetalrta@gmail.com
(f) Share Transfer System
All the transfers received in physical form were processed by adhering
to the guidance/circulars issued by SEBI for dealing with Physical shares and as per the
confirmations received from the Registrar and Share Transfer Agents.
The Company?s Registrar and Transfer Agents - Beetal Financial and
Computer Services Private Limited has adequate infrastructure to process the share
transfers.
(g) Outstanding GDRs/ADRs/Warrants or any convertible instruments,
conversion date and likely impact on equity None
(h) Details of utilization of funds raised through preferential
allotment or qualified institutions placement as specified under Regulation 32 (7A). (
The proceeds remain unutilized for their designated purposes, but they
are intended to be applied at a subsequent stage.
38. DIRECTORS? RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Act with
respect to Directors? Responsibility Statement, your directors confirm that:
a) In the preparation of the Annual Accounts for the financial year
ended 31st March, 2025, the applicable accounting standards and Schedule III of
the Companies Act, 2013, have been followed and that no material departures have been made
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 and of the profits 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 Act 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; 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.
39. DETAIL OF AGREEMENTS AS SPECIFIED UNDER REG. 30A (2) OF LODR
There is no agreement entered into as mentioned in Clause 5A of Para A
of Part A of Sch III of Listing Regulations.
40. OTHER DISCLOSURES
Other disclosures with respect to Board?s Report as required under
the Act, Rules notified thereunder and Listing Regulations are :
The Company confirms that it is in compliance with the provisions of
the Maternity Benefit Act, 1961, and has extended all applicable benefits to eligible
women employees as mandated under the Act.
There were no complaints relating to child labour, forced labour or
involuntary labour during the financial year 2024- 25.
No application has been made / No proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the year under review.
The Company has not made any valuation for one-time settlement with
Banks and Financial Institutions. Hence, there is no reason for elaboration on the said
aspect.
NT
Your directors place on records their sincere thanks to bankers,
business associates, consultants, and various Government Authorities for their continued
support extended to your Companies activities during the year under review. Your directors
also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.
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