Your Directors have pleasure in presenting the 28th Annual Report alongwiththe Audited Accounts for the year ended March 31 2018.
| || |
|Particulars ||2017-2018 ||2016-2017 ||2017-2018 ||2016-2017 |
|Total revenue (Turnover) ||197490 ||170969 ||197490 ||170969 |
|Other income ||1065 ||1213 ||1065 ||1213 |
|Total Income ||198555 ||172182 ||198555 ||172182 |
|Profit before Finance Cost || || || || |
|Depreciation and Tax ||16764 ||14533 ||16761 ||14531 |
|Finance Cost ||4410 ||5863 ||4411 ||5864 |
|Depreciation & amortization expense ||3082 ||2896 ||3082 ||2896 |
|Profit/(Loss) before tax (exclude exceptional item) ||9272 ||5774 ||9268 ||5771 |
|Exceptional Items (loss) ||- ||344 ||- ||345 |
|Tax expense || || || || |
|- Current ||1968 ||1178 ||1968 ||1178 |
|- Deferred ||1326 ||196 ||1326 ||196 |
|Total Tax ||3294 ||1374 ||3294 ||1374 |
|Net Profit/(Loss) after tax ||5978 ||4056 ||5974 ||4052 |
In view of the challenging times being faced by the Man Made Fibres Industry and toconserve the resources the Board has not recommended any dividend on the equity sharesfor the year 2017-18.
OPERATIONS & EXPANSION
During the year under review the Company achieved turnover of `197490 lacs as comparedto `170969 lacs in the previous year resulting in increase of 16%. Increase in turnover isdue to commencement of commercial production for manufacture of 190 TPD of BrightPolyester Fully Drawn Yarn 25 TPD of Bright Polyester POY and 85 TPD of Bright Chips.Consequently during the year under review the Company has earned net profit (standalone)of `5978 lacs as compared to net profit of
`4056 lacs in the previous year resulting into an increase of 47%.
Our product basket at Dahej facility at present ofiers Partially Oriented Yarn (POY)Fully Drawn Yarn (FDY) Drawn Textured Yarn (DTY) & Chips in Semi Dull range. There isgood demand for Bright POY FDY DTY & Chips. By adding Bright Polymer & Spinningcapacity our product basket will cater better to our customers. We will also be able tomeet our own need of 40 TPD Bright Chips at Dadra plant which we presently purchasefrom the market.
No material changes and commitments have occurred after the close of the year till thedate of this Report which afiect the financial position of the Company.
Filatex Global Pte Limited Singapore is a Wholly Owned Subsidiary of the Company as ondate. No material transaction/ business has taken place during the financial year ended31st March 2018. The financial statement of the Subsidiary Company has been prepared andconsolidated with the annual accounts of the Company in terms of Section 129(3) of theCompanies Act 2013. Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014 a Statement containing salient features of theFinancial Statement of the said Subsidiary Company is annexed herewith as Annexure"A".
FILATEX EMPLOYEE STOCK OPTIONS SCHEME 2015
The Board of Directors of the Company during the financial year 2015-16 granted950000 stock options ("options") to the eligible Employees of the Companyunder the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS 2015) at an exerciseprice of `37 per option. Each option is convertible into one Equity Share of the Companyupon vesting & exercise subject to the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 and the terms and conditions of the FilatexESOS 2015.
During the year under review the Company has not granted any Employee Stock Option.
Diluted Earnings per share (EPS) taking the efiect of issuance of options under FilatexESOS 2015 had been calculated (refer Note No. 40 of the Financial Statement).
During the year under review the Company has not accepted any fixed deposits.
Shri Madhav Bhageria (DIN: 00253049) Director retires by rotation and being eligibleofier himself for re-appointment at the ensuing Annual General Meeting.
Mr. Ashok Chauhan (DIN: 00253409) has also been reappointed as Whole-time Director inthe Board meeting held on 9th May 2018 for a further period of two (2) years w.e.f.01/05/2018 at consolidated Salary of `4400000/- (Rupees Forty Four Lacs only) per annumfor First Year and `4800000/- (Rupees Forty Eight Lacs only) per annum for Second yearon cost to company basis subject to the approval of Members in the ensuing generalmeeting.
The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Companies Act2013 and SEBI regulations.
BO ARD EVALUATION
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 Afiairs Committee. Themanner in which the evaluation has been carried out has been given in the CorporateGovernance Report.
The Board has on the recommendation of the Nomination
& Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration. The Nomination & RemunerationPolicy is available on the Company's website.
CORPORATE SOCIAL RESPONSIBILITY
As required under the Companies Act 2013 ("Act") the Corporate SocialResponsibility ("CSR") Committee consists of Shri Madhu Sudhan Bhageria as theChairman Shri Purrshottam Bhaggeria Shri Madhav Bhageria Shri B.B.Tandon and Mrs.Pallavi Joshi Bakhru as members.
The Board on the recommendation of CSR Committee approved `63.29 lacs being twopercent of average net profits during preceeding three financial years of the Companycalculated in accordance with the provision of Section 198 of the Companies Act 2013 tobe spent on CSR activities in accordance with CSR Policy which is available at theCompany website www.filatex.com.
During the year under review the Company has incurred an expenditure of `63.48 lacs onEducation Swachh Bharat Abhiyan Health facilities Promotion of sports making availablesafe drinking water environment sustainability etc.
Details of the expenditure incurred towards CSR activities for the financialyear 2017-18 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 STATEMENT
In terms of Section 134(5) of the Companies Act 2013 your Directors state that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures therefrom; ii. the y have selectedsuch accounting policies and them consistently and made judgements and estimates that werereasonable and prudent so as to give a true and fair view of the state of afiairs of theCompany at the end of the financial year and of the profits of the Company for thatperiod;
iii. they have taken proper and suficient 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 efiectively; 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 efiectively.
Your Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors' and General Meetings'respectively have been duly followed by the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
The Corporate Governance Report and Management Discussion & Analysis as perSchedule V of the SEBI (Listing Obligations Disclosure Requirements) Regulations 2015along with Certificate regarding compliance of conditions of Corporate Governance areannexed herewith as Annexure "C".
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 holdofice for a term of five years commencing from the Company's financial year 2017-18 tohold ofice from the conclusion of the 27th Annual General Meeting of theCompany till the conclusion of the 32nd Annual General Meeting to be held in2022 on such remuneration plus service tax/GST out-of-pocket expenses etc. to be decidedby the Board of Directors.
The appointment would also subject to ratification of their appointment by the Membersat every intervening Annual General Meeting held after this Annual General Meeting.
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 2018. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company in the year under review.
Your Company has appointed M/s Bahadur Murao & Co. (Firm Registration No. 000008)a firm of Cost Auditors for conducting the audit of cost records for the financial year2018-19 as the Cost Auditor at a remuneration of `55000 plus service tax/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 2017-18. The Secretarial Audit Report forthe financial year ended March 31 2018 is annexed herewith as Annexure "D".The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
CONTRACTS AND 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 Annexure "E".
The Policy on related party transactions approved by the Board may be accessed on theCompany'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 2018-2019 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 as required to be disclosed under the Companies Act 2013 is annexedherewith as Annexure "F".
PAR TICULARS OF EMPLOYEES
During the year no employees of the Company received remuneration more than `102.00lacs per annum or Rs. 8.50 lacs per month if employed for part of the year. Accordinglyno information pursuant to the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is required to be given.
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 "G".
VIGIL ME M CHANIS
In terms of the Section 177 of the Companies Act 2013 and SEBI Regulations theCompany has formulated the Whistle Blower policy/Vigil Mechanism. The ProtectedDisclosures 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 betyped or written in a legible handwriting in English/Hindi/ Gujarati and the same shouldbe addressed to the Vigilance Oficer of the Company or in exceptional cases to theChairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policymay be accessed on the Company's website www.filatex.com. During the year under review nocomplaint was received from any Whistle Blower. No personnel of the Company were deniedaccess to the Audit Committee.
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 GovernanceReport. The Board of Directors don't foresee any elements of risk which in its opinionmay 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). 2126 and 6 to the financial statement).
DISCLO SURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has put in place and practiced an Anti Sexual Harassment Policy in 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.
EXTR ACT F ANNUAL RETURN O
Extract of Annual Return of the Company is annexed herewith as Annexure"H".
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 Vendors. Your Directors would like to record their sincereappreciation for the dedicated efiorts put in by all employees their commitment andcontribution ensuring smooth operations that your Company has achieved during the year.Your Directors also place on record their sincere appreciation for the confidence reposedby the Members in the Company.
| ||For and on behalf of the Board of Directors |
|Place: New Delhi ||Madhu Sudhan Bhageria |
|Date: 7th May 2018 ||Chairman and Managing Director |
| ||DIN: 00021934 |