Your Directors have pleasure in presenting 30th Annual Report of the Company alongwiththe Audited Financial Statements for the financial year ended March 31 2020.
|Particulars ||2019-20 ||2018-19 |
|Total revenue (Turnover) ||278207 ||287410 |
|Other income ||1242 ||1179 |
|Total Income ||279449 ||288589 |
|Profit before Finance Cost Depreciation and Tax ||23455 ||22830 |
|Finance Cost ||6129 ||5470 |
|Depreciation & amortization expense ||5127 ||4497 |
|Profit/(Loss) before tax (excluding exceptional item ) ||12199 ||12863 |
|Exceptional Items (Profit) ||-- ||234 |
|Tax expense: || || |
|Current ||2129 ||2830 |
|Deferred ||(2077) ||1782 |
|Total Tax ||52 ||4612 |
|Net ||12147 ||8485 |
|Other comprehensive income / (losses) ||2 ||(2) |
|Total comprehensive income ||12149 ||8483 |
In order to conserve the resources and due to Covid-19 the Board has not . recommendedany dividend on the Equity Shares for the year 2019-20.
Transfer to Reserves
During the year under review no amount has been transferred to the Reserves and theentire amount of profits has been retainedintheprofit andloss
Operations & Expansion
During the year under review the Company achieved turnover of
278207 Lakhs as compared to 287410 Lakhs in the previous year. The decrease of 3.2%in turnover was due to reduction of raw material price. During the year under review theCompany has earned net profit after comprehensive income of 12149 Lakhs as compared tonet profit of 8483 Lakhs in the previous year resulting into an increase
The Company enhanced its total Polymerization Capacity from 900 TPD to 1050 TPD throughdebottlenecking activity. It also commenced production of Partially Oriented Yarn (POY)expansion from 340 TPD to 510 TPD. Installation of machines for Drawn Textured Yarn (DTY)expansion was completed as per schedule. However due to the national lockdowncommencement of the expansion is delayed and expected to be announced in Q2FY21. Thisincrease in texturizing machines will help improve the overall margins of the Company onaccount of being a value-added product with global demand.
The Company is also setting up 30 MW Captive coal-based Thermal Power plant at Dahejand 1.4 MW rooftop Solar
Power plant at Dahej & Dadra. This will help reduce the power cost of the plant inDahej and improve the Company's operating margins by approx. 2%.
Our product basket at present offers
Partially Oriented Yarn (POY) Fully Drawn Yarn (FDY) Drawn Textured Yarn (DTY) infull range of coarse and fine deniers in all kinds of shades and varieties like BrightSemi Dull Black and Dope dyed colors as well as Polyester Chips and Narrow Woven Fabric.The company is also focused on researching and adding new filaments with nichecharacteristics to the product portfolio.
From March 2020 to the reporting date COVID-19 has significantly impacted businessoperations across the world and of the Company by way of interruption in productionsupply chain disruption shortage of skilled and unskilled workers closure / lock down ofproduction facilities etc.
However the management is taking proactive steps to ensure sustainable operationsgoing forward. Initiatives such as social distancing COVID-19 training regular healthcheck-ups and remote working have been introduced to ensure the safety and health of allemployees.
During the year ended 31st March 2020 the Company doesn't have any subsidiary.Therefore Statement containing salient features of the Financial Statement of the saidSubsidiary Company is not required to be attached as required under the first proviso tosub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014.
Filatex Employee Stock Options Scheme 2015
The Nomination & Remuneration Committee had at its meeting held on February 122016 granted 950000 stock options ("options") of face value of 10 each[subsequently sub-divided into 4750000 shares of face value of
2 each] to the eligible Employees of the Company under the Filatex Employee StockOption Scheme 2015 (Filatex
ESOS -2015) at an exercise price of 37 per option (after sub-division 7.40 per option)(being the closing price at BSE on February 11 2016 i.e. immediately preceding the grantdate) each option being convertible into one Equity Share of the Company upon vestingsubject to the Securities and Exchange Board of
India (Share Based Employee Benefits)
Regulations 2014 and the terms and conditions of the Filatex ESOS 2015.
Further the Nomination & Remuneration Committee had at its meeting held on
May 07 2018 granted 430000 stock options ("options") of face value of 10each [subsequently sub-divided into 2150000 shares of face value of 2 each] to theeligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015(Filatex ESOS
-2015) at an exercise price of 211 per option (after sub-division 42.20 per option)(being the closing price at BSE on February 11 2016 i.e. immediately preceding the grantdate) each option being convertible into one Equity Share of the Company upon vestingsubject to the Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations 2014 and the terms and conditions of the Filatex ESOS 2015.
Diluted Earnings per share (EPS) taking the effect of issuance of options under
Filatex ESOS 2015 had been calculated (refer Note No. 40 of the Financial Statement).Disclosure under SEBI
(Share Based Employees Benefits)
Regulations 2014 regarding details of the Filatex ESOS 2015 for the financial yearended March 31 2020 has been given in Note 50 of the Financial Statement.
During the financial year 2020-21 the Company on 15th April 2020 allotted 1133000Equity Shares of 2 each at an exercise price of 7.40 per share against exercise of StockOptions to the Employees of the Company under Filatex Employee Stock Option Scheme 2015(Filatex ESOS-2015). Consequently Issued & Paid-up Capital of the Company standsincreased to 441636000 consisting of 220818000 Equity shares of 2/- each from439370000 consisting of 219685000 equity shares of 2/- each.
During the year under review the Company has not accepted any deposits.
Directors & Key Managerial Personnel
Shri Purrshottam Bhaggeria (DIN: 00017938) Joint Managing Director retires byrotation and being eligible offers himself for re-appointment at the ensuing AnnualGeneral Meeting.
Shri Ashok Chauhan (DIN: 00253049) has been re-appointed for a further period of 2(two)years w.e.f. 01.05.2020 subject to the approval of Members in the ensuing annual generalmeeting.
The Members of the Company in their last Annual General Meeting held on
27th September 2019 approved the re-appointment of Shri Swarup Chandra Parija ShriSuraj Prakash Setia and Smt. Pallavi Joshi Bakhru as Independent
Directors for a second term of five years from the conclusion of Company's
29th Annual General Meeting to the conclusion of Company's 34th Annual
General Meeting. The Members of the Company in the said meeting also approved theappointment of Shri Brij Behari Tandon as Independent
Director for a second term of five years w.e.f.13.02.2020. They have confirmed thattheir names have been enrolled in the Independent Directors' Databank.
The directors would like to confirm that the Company has received declaration from allthe Independent Directors confirming their independence as well as confirmation that"he / she is not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact his / her ability to discharge his /her duties with an objective independent judgement and without any externalinfluence". Accordingly requirement of Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations are duly compliedwith. Pursuant to the circular relating to the "enforcement of SEBI Order regardingappointment of directors by listed companies" dated June 20
2018 any director of the Company is not debarred from holding the office of directorpursuant to any SEBI order.
Your directors would like to confirm that as per opinion of the Board of Directors allthe Independent Directors of the Company meet the requirement of integrity expertise andexperience
(including the proficiency) required for their appointment.
Mr. Anil Dutt Mohla Chief financial Officer of the Company resigned from service on27th May 2020. Shri Madhav
Bhageria Joint Managing Director of the Company will discharge the function of theCompany till the time Company formally appoints a whole time Chief Financial officer.
Pursuant to the provisions of Section 203 of the Act at present the Key ManagerialPersonnel of the Company are: Shri Madhu Sudhan Bhageria Chairman and Managing DirectorShri Purrshottam Bhaggeria & Shri Madhav Bhageria Joint Managing Directors ShriAshok Chauhan Wholetime Director and Mr. Raman Kumar Jha Company Secretary of theCompany.
Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out an evaluation of its own performance the directors individually and theevaluation of the working of its Audit Nomination & Remuneration CommitteesStakeholders Relationship Committee and Finance & Corporate
Affairs Committee. The manner in which the evaluation has been carried out has beengiven in the Corporate Governance Report.
The Board has on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is available on the
Company's website www.
Corporate Social Responsibility
As required under the Companies
Act 2013 ("Act") the Corporate Social Responsibility ("CSR")Committee consists of Shri Madhu Sudhan Bhageria as the Chairman Shri PurrshottamBhaggeria Shri Madhav Bhageria Shri Brij Behari Tandon and Mrs. Pallavi Joshi Bakhru asmembers.
The Board on the recommendation of CSR Committee approved 185.13
Lakhs being two percent of average net profits of 92.57 Crores during preceding threefinancial years of the
Company calculated in accordance with the provision of Section 198 of the CompaniesAct 2013 to be spent on CSR activities during the financial year 2019-
20 in accordance with CSR Policy which is available at the Company websitewww.filatex.com.
During the year under review the Company has incurred an expenditure of 102.43 Lakhson Education Swachh
Bharat Abhiyan Health facilities Promotion of sports making available safe drinkingwater environment sustainability etc. However it could not spend due to setting up a newHospital in Jolva Village Dahej. The Board of
Directors in its meeting held on 14th
February 2020 approved to start a 20 Bed Hospital with a causality/emergency ward at abudgeted cost of the project is 600 Lakhs which will be funded from our CSR budget in thecoming years. Eventually over the years we will build a 50 Beds Hospital and School.
Details of the expenditure incurred towards CSR activities for the financial year2019-20 is annexed herewith as
Meetings of the Board
Four (4) meetings of the Board of Directors were held during the year. The details ofwhich are given in the Corporate Governance Report.
Directors' Responsibility .com.
In terms of Section 134(5) of the Companies Act 2013 your Directors state that:
i. in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed and that there are nomaterial departures therefrom;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. they have prepared the annual accounts on a going concern basis.
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
vi. That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Your Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed by the Company.
The Corporate Governance Report and Management Discussion & Analysis as perSchedule V of the SEBI (Listing Obligations Disclosure Requirements)
Regulations 2015 along with Certificate regarding compliance of conditions ofCorporate Governance are annexed herewith as Annexure "B".
Management Discussion & Analysis
In terms of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion & Analysis is set out inthis Annual report.
Business Responsibility Report
In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Business Responsibility Report is set out in thisAnnual report.
As per the provisions of Section 139 of the Companies Act 2013 M/s Arun K. Gupta& Associates (Firm Registration No. 000605N ) was appointed as the
Statutory Auditors to hold term of five years commencing from the Company's financialyear 2017-18 to hold office from the conclusion of the 27th Annual General Meeting of theCompany till the conclusion of the
32nd Annual General Meeting to be held in 2022 on such remuneration plus GSTout-of-pocket expenses etc. to be decided by the Board of Directors.
There are no qualifications reservations or adverse remarks made by M/s Arun K. Gupta& Associates Statutory Auditors in their report for the Financial Year ended March31 2020. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company /Central Government in the year under review.
Joint Statutory Auditor
It is proposed to appoint M/s R. N. Marwah & Co. LLP as the Joint Statutory Auditorof the Company for a term of five years who has have confirmed their eligibility andqualification required under the Act for holding the office as
Joint Statutory Auditors of the Company
Your Company has appointed M/s Bahadur Murao & Co. (Firm Registration
No. 000008) a firm of Cost Auditors for conducting the audit of cost records for thefinancial year 2020-21 as the Cost Auditor at a remuneration of 60000 plus GST and out ofpocket expense subject to the approval of the Central Government and Members at theensuing Annual General Meeting.
The Board has appointed M/s Siddiqui & Associate Practising Company Secretary toconduct Secretarial Audit for the financial year Audit Report for the financial year ended
March 31 2020 is annexed herewith as Annexure "C". The Secretarial AuditReport does not contain any qualification reservation or adverse remark. for a
Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which may be considered as material in accordance withthe policy of the Company on materiality of related party transactions.
Pursuant to Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014) Form No. AOC-2 is annexed herewith as
Policy for determining material' subsidiaries and the Policy on related partytransactions as approved by the Board may be accessed on the
Company's website www.filatex.com.
Your Directors draw attention of the members to Note no. 46 to the financial statementwhich sets out related party disclosure.
Stock Exchange Listing
Presently the Equity Shares of the Company are listed on National Stock Exchange andBombay Stock Exchange. The Annual Listing Fee for the year 2019-20 has been paid to theStock Exchanges.
Conservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo
A statement relating to conservation of energy technology absorption foreign exchangeearnings and outgo
2019-20. The Secretarial as required to be disclosed under the Companies Act 2013 isannexed herewith as Annexure "E".
Particulars of Employees
During the year no employees of the Company received remuneration more than 102.00Lakhs per annum or
8.50 Lakhs per month if employed for part of the year except Shri Madhu SudhanBhageria Chairman & Managing Director Shri Purrshottam Bhaggeria & Shri MadhavBhageria Joint Managing Director of the Company. Accordingly information pursuant to theprovisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given inAnnexure "F".
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and name and designation of Top ten employees in termsof remuneration drawn are annexed herewith as Annexure "F".
In terms of the Section 177 of the Companies Act 2013 and SEBI Regulations theCompany has formulated the Whistle Blower policy/
Vigil Mechanism. The Protected
Disclosures should be reported in writing by the complainant as soon as possible notlater than 30 days after the Whistle
Blower becomes aware of the same and should either be typed or written in a legiblehandwriting in English/ Hindi/ Gujarati and the same should be addressed to the VigilanceOfficer of the
Company or in exceptional cases to the Chairman of the Audit Committee. The Policy onVigil Mechanism and whistle blower policy may be accessed on the
Company's website www.filatex.com.
During the year under review no complaint was received from any Whistle Blower. Nopersonnel of the Company were denied access to the Audit
Committee. During current financialyear
Shri Ashok Chauhan Wholetime Director has been appointed as Vigilance Officer of theCompany in place of Mr. Anil Dutt Mohla who resigned on 27.05.2020.
Risk Management Policy
Pursuant to Section 134(3)(n) of the Companies Act 2013 & SEBI Regulations theCompany has laid down Risk Management Policy to inform Board members about the riskassessment and minimization procedures which is also given in the Corporate Governance
Report. The Board of Directors don't foresee any elements of risk which in itsopinion may threaten the existence of the Company.
Particulars of Loans given Investments made Guarantees given and Securities provided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the financial statement (Please refer to NoteNo(s).
615 & 51 to the financial statement).
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
The Company has put in place and practiced an Anti Sexual Harassment Policy in linewith the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) had been setup to redress complaints regarding sexual harassment. All employees are covered under thispolicy. During the year under review the Company has not received any complaint under thesaid Policy.
Extract of Annual Return
Extract of Annual Return of the Company is annexed herewith as Annexure "G"and the same along with the Annual Return are available on the website of the Companywww.filatex.com.
The Board of Directors is pleased to place on record its sincere appreciation for theassistance support and cooperation received from its Bankers Government AuthoritiesDealers Customers and Vendor. Your Directors would like to record their sincereappreciation for the dedicated efforts put in by all employees their commitment andcontribution ensuring smooth operations that your Company has achieved during the year.The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful andhave immense respect for every person who risked their life and safety to fight thispandemic. The directors also place on record their sincere appreciation for the confidencereposed by the Members in the Company.
For and on behalf of the Board of Directors
Madhu Sudhan Bhageria
Chairman and Managing Director
Place : New Delhi
Date : August 28 2020