You are here » Home » Companies » Company Overview » Filtra Consultants & Engineers Ltd

Filtra Consultants & Engineers Ltd.

BSE: 539098 Sector: Engineering
NSE: N.A. ISIN Code: INE541R01019
BSE 00:00 | 15 Oct 7.04 0
(0.00%)
OPEN

7.04

HIGH

7.04

LOW

7.04

NSE 05:30 | 01 Jan Filtra Consultants & Engineers Ltd
OPEN 7.04
PREVIOUS CLOSE 7.04
VOLUME 9000
52-Week high 19.90
52-Week low 7.04
P/E 3.31
Mkt Cap.(Rs cr) 6
Buy Price 7.04
Buy Qty 18000.00
Sell Price 8.34
Sell Qty 9000.00
OPEN 7.04
CLOSE 7.04
VOLUME 9000
52-Week high 19.90
52-Week low 7.04
P/E 3.31
Mkt Cap.(Rs cr) 6
Buy Price 7.04
Buy Qty 18000.00
Sell Price 8.34
Sell Qty 9000.00

Filtra Consultants & Engineers Ltd. (FILTRACONSULT) - Director Report

Company director report

To

The Members

Filtra Consultants and Engineers Limited

Your Directors are presenting herewith the 7th Annual Report of the Companyand the Audited Financial Statement for the financial year ended March 31 2018 togetherwith the Auditor's Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31 2018 arehighlighted as under:

Particulars March 31 2018 March 31 2017
Total Income 535911.19 457244.66
Less: Total Expenses excluding Depreciation 504705.07 439648.22
Profit/ (Loss) before Depreciation and Tax 31206.12 17596.45
Less: Depreciation 1279.40 1219.97
Profit/ (Loss) before Tax 29926.72 16376.48
Less: Tax Expenses 8015.22 5228.87
Profit/ (Loss) after tax 21911.50 11147.61

2. Brief description of the Company's working during the year/State of Company'saffairs and Operational Results:

The Company is trading in various water treatment products such as Multiport ValvesDosing System Electronic dosing pump Pressure Vessels Conductivity Meters Rota Metersetc. Your Company is one stop solution for all water treatment components providing widerange of components and spares gives advantage and freedom to the clients to chooseproducts and spares parts as per their requirement. Further the Company has also launchedit's e-commerce website which is first B2B e-commerce website in India for water treatmentcomponents.

The total income of the Company increased from ` 457244.66/- thousand to `535911.19/- thousand registering a growth of 17.20%. Net profits after tax of theCompany stood at `21911.50/- thousand in the F.Y. 2017-18 as against ` 11147.61/-thousand in the F.Y. 2016-17 recording an increase of 96.56%.

The Management has plans to increase Company's market capitalisation by introducing arange of new services and products and are hopeful to continue with good performance.

3. Dividend:

To conserve resources for future your Directors do not recommend any dividend for thefinancial year under review.

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Change in the nature of business if any:

The Company is in the business of selling water treatment products and provides therelated services. There was no change in nature of business during the period underreport.

6. Extract of the Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Companies Act2013 an extract of the Annual Return in Form MGT-9 is placed on the website of theCompany and same can be downloaded by clicking on the following link:http://filtra.in/upload/investment/1535000438.MGT-9_-_2017-18.pdf

7. Auditors: a) Statutory Auditors:

At the 3rd Annual General Meeting held on September 30 2014 M/s. KrunalShah & Co. (Firm Registration No. 131794W) Chartered Accountants were appointed asthe Statutory Auditors of the Company for 5 consecutive financial years i.e. till thefinancial year 2018-19 subject to ratification of appointment by the Members in everysubsequent AGM. Accordingly their appointment was ratified for remaining tenure insubsequent AGMs. Since the proviso to Section 139(1) has been omitted from the CompaniesAct 2013 effective from May 7 2018 now no ratification of appointment of Auditors wasrequired. Therefore in the ensuing Annual General Meeting the appointment of M/s. KrunalShah & Co. as the Statutory Auditors of the Company were not required to be ratified.

b) Internal Auditors:

In compliance of provisions of Section 138 of the Companies Act 2013 the Board onthe recommendation of the Audit Committee has appointed M/s. CNK & Associates LLP asInternal Auditors of the Company for the financial year 2018-19.

c) Secretarial Auditors:

As required under section 204 of the Companies Act 2013 the Board on therecommendation of the Audit Committee has appointed M/s. Hemanshu Kapadia &Associates Practicing Company Secretaries as the Secretarial Auditors of the Company forthe financial year 2018-19.

8. Auditors Report:

a) Statutory Audit Report:

The Auditors' Report and annexure to the Auditors' Report are self-explanatory and doesnot contain any observation/qualification therefore no explanations to be provided for inthis report.

b) Secretarial Audit Report:

The Secretarial Audit Report issued by M/s. Hemanshu Kapadia & AssociatesPracticing Company Secretaries who were appointed as the Secretarial Auditors of theCompany for the financial year 2017-18 is appended as Annexure - 1 to the Board's Report.The Secretarial Audit Report for the financial year 2017-18 does not contain anyobservation/ qualification therefore no explanations to be provided for in this report.

9. Conservation of energy technology absorption and foreign exchange earningsand outgo: A. Conservation of energy: i. The steps taken or impact on conservation ofenergy:

As the Company is trading Company and not having any manufacturing activity it doesnot require much energy to operate. Your Company has always considered energy and naturalresource conservation as a focus area and has been constantly making efforts towards itsconservation. Even though the operations of the Company are not energy-intensive theCompany on continuous basis has taken several sustainable steps voluntarily to contributetowards better environment. Select few steps are listed below:

a) Installation of LED lights in all the offices of the Company b) Sidesun glass set up in the Registered Office to use the natural lights during day time c)Cross ventilation and time based auto light sensors for less electricity consumptiond) Use of energy efficient electric equipment and e) Educating employeesand workers for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement and has nottaken any steps to use alternate source of energy.

iii. The capital investment on energy conservation equipments:

The Company has not made any capital investment on energy conservation equipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company is a trading Company hence; no efforts were made for technology absorption.However the Company is keeping track worldwide on technological development of theproducts in which it deals to have competitive advantage.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): No technology has been imported by the Companyduring the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

The Company is engaged in activates relating to trading of water treatment component/equipment. The Company also engaged in exports activities and taking measures forincreasing exports developing new export markets for production and formulating exportplans. Details of total foreign exchange used and earned on actual basis are given below:

Particulars 2017-18 2016-17
Foreign exchange earned 39.18 874.22
Foreign exchange used 9216.55 203.01

10. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including transactions entered at arms' length under third proviso in prescribed Form No.AOC -2 is appended as Annexure - 2 to the Board's Report.

11. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe applicable Rules thereto and Articles of Association of the Company Mr. Ashfak Mulla(DIN: 03506172) retires by rotation at the ensuing AGM and being eligible offers himselffor reappointment.

The Board of Directors on recommendation of Nomination and Remuneration Committee intheir meeting held on March 8 2018 has subject to the approval of the Membersre-appointed Mr.Ketan Khant (DIN: 03506163) as Managing Director and Mrs. Anjali Khant(DIN: 03506175) & Mr. Ashfak Mulla (DIN: 03506172) as Whole-time Directors of theCompany for a further period of three years w.e.f. April 1 2018 i.e. till March 31 2021and also increased the remuneration payable to them. The Board recommended theirre-appointment to the Members.

Further after the closure of financial year but before signing the Board's Report Mr.Rudolf Corriea has tendered his resignation as Chief Financial Officer w.e.f. April 302018 and Ms. Jinal Rajesh Jain has tendered her resignation as the Whole-time CompanySecretary and Compliance Officer of the Company w.e.f. July 13 2018. To fill the saidcasual vacancies the Board of Directors on recommendation of the Nomination andRemuneration Committee in their meeting held on May 30 2018 has appointed Ms. VaishaliVijay Pai as the Chief Financial Officer with immediate effect. Also the Board ofDirectors on recommendation of the Nomination and Remuneration Committee in theirmeeting held on August 23 2018 has appointed Mr. Parag Bodha as the Company Secretary andCompliance Officer designated as Key Managerial Personnel with immediate effect.

Further at the time of the appointment of an Independent Director the Company issuesa formal letter of appointment outlining his / her role function duties andresponsibilities. The format of the letter of appointment is available on our website athttp://filtra.in/upload/investment/1535001740.Appointment_letter_of_ID.pdf

Brief resume of the Director proposed to be re-appointed and the Directors whoseremuneration is proposed to be increased relevant information as stipulated under theListing Regulations and Secretarial Standards – 2 have been furnished in the Noticeconvening the ensuing AGM.

Mr. Ketan Khant (DIN: 03506163) and Mrs. Anjali Khant (DIN: 03506175) Directors of theCompany are related with each other (inter-se).

B. B oard Evaluation:

The Board evaluation process is carried through a structured questionnaire which wasprepared after taking into consideration inputs received from the Directors setting outparameters of evaluation; the questionnaire for evaluation are to be filled inconsolidated and then evaluation was carried out.

Pursuant to the provisions of the Companies Act 2013 and in accordance with thecriteria suggested by the Nomination and Remuneration Committee the performance of eachIndependent Director was evaluated by the entire Board of Directors in its meeting held onAugust 10 2017 (in the absence of the Director getting evaluated) on various parameterslike engagement leadership analysis decision making communication governanceinterest of stakeholders etc. The Board was of the unanimous view that every IndependentDirector was a reputed person and brought their rich experience to the deliberations ofthe Board.

The performance of all the Non-independent Directors was evaluated by the IndependentDirectors at their separate meeting held on August 10 2017. The various criteriaconsidered for the purpose of evaluation included leadership engagement transparencyanalysis decision making functional knowledge governance stakeholders etc. IndependentDirectors were of the unanimous view that all the Non-independent Directors were providinggood business and leadership skills. The Independent Directors also reviewed and discussedthe performance of the Board as whole and flow of information from Management to theDirectors. They satisfied with the performance of the Board as a whole. Further they havealso evaluated the performance of the Chairman of the Company on various aspects such asMeeting dynamics Leadership (business and people) Governance and Communication etc.

C. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided declaration of Independence as requiredpursuant to Section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6) of Section 149 of the Companies Act 2013.

12. Number of meetings of the Board of Directors:

The Board of Directors met four (4) times during the financial year 2017-18. Theintervening gap between any two meetings was not more than 120 days as prescribed by theCompanies Act 2013. Details of date of Board meeting held during the year and attendanceof Directors are given in table below:

Name of the Director 29.05.2017 10.08.2017 13.11.2017 08.03.2018
Mr. Ketan Khant Yes Yes Yes Yes
Mrs. Anjali Khant No No Yes Yes
Mr. Ashfak Mulla Yes Yes Yes Yes
Mr. Abhay Mahadeo Nalawade Yes Yes Yes Yes
Mr. Yogesh Vijay Tavkar Yes No Yes Yes
Mr. Haresh Manohar Malusare Yes Yes Yes Yes

13. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee Nomination &Remuneration Committee and Stakeholders' Relationship Committee. The Composition ofvarious Committees and other details are as follows:

A. A udit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 ofthe Companies Act 2013. As on March 31 2018 the Audit Committee was comprised of threeIndependent Directors namely Mr. Haresh Manohar Malusare (DIN: 02246773) Mr. AbhayMahadeo Nalawade (DIN: 00342055) and Mr. Yogesh Vijay Tavkar (DIN: 07011793). WhereMr.Haresh Manohar Malusare (DIN: 02246773) acted as the Chairman of the Committee.Further Ms. Jinal Jain Company Secretary and Compliance Officer of the Company acted asSecretary of the Committee.

All the Members of the Audit committee are financially literate and have accounting orrelated financial management expertise as required under the Companies Act 2013.

All the major steps impacting the financials of the Company are undertaken only afterthe consultation of the Audit Committee. During the year under review the Board ofDirectors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2017-18 and attendanceof Members of the Committee are given in table below:

Name of the Director 29.05.2017 10.08.2017 13.11.2017 08.03.2018
Mr. Haresh Manohar Malusare Yes Yes Yes Yes
Mr. Abhay Mahadeo Nalawade Yes Yes Yes Yes
Mr. Yogesh Vijay Tavkar Yes No Yes Yes

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors andemployees:

The Company pursuant to Section 177(9) of the Companies Act 2013 has establishedVigil mechanism cum Whistle Blower Policy for Directors and Employees to report theirconcerns and has also taken steps to safeguard any person using this mechanism fromvictimization. Further in appropriate and exceptional cases there is direct access toapproach Mr. Haresh Malusare (DIN: 02246773) the Chairman of the Audit Committee. ThePolicy on vigil mechanism may be accessed on the Company's website at the link: http://www.filtra.in/upload/investment/1529333294.16.pdf.

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisionsof Section 178 of the Companies Act 2013. As on March 31 2018 the Nomination andRemuneration Committee was comprised of three Independent Directors namely Mr. AbhayMahadeo Nalawade (DIN: 00342055) Mr. Haresh Manohar Malusare (DIN: 02246773) and Mr.Yogesh Vijay Tavkar (DIN: 07011793). Where Mr. Abhay Mahadeo Nalawade (DIN: 00342055)acted as the Chairman of the Committee. Further Ms. Jinal Jain Company Secretary andCompliance Officer of the Company acted as Secretary of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by theNomination & Remuneration Committee to the Board. Your Company has devised theNomination Policy for the appointment of Directors and Key Managerial Personnel (KMPs) ofthe Company who have ability to lead the Company towards achieving sustainabledevelopment. The said Policy also covers the matters related to the remuneration ofDirectors Key Managerial Personnel and Senior Managerial Personnel. A copy of the policyis appended as Annexure - 3 to the Board's Report.

The Details of remuneration paid to the Directors are given in form MGT-9.

There was only one meeting of Nomination & Remuneration Committee held during theyear on March 8 2018 in which meeting all the Members of the Committee were present.

C. Stakeholders' Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure theproper and speedy redressal of shareholders'/investors' complaints the Stakeholders'Relationship Committee was constituted. The role of the Committee is to consider andresolve securities holders' complaint and to approve/ratify transfer of securities. Theconstitution and terms of reference of the Stakeholders' Relationship Committee is inconformity with the provisions of Section 178(5) of the Companies Act 2013. As on March31 2018 the Stakeholders' Relationship Committee was comprised of Mr. Yogesh VijayTavkar (DIN: 07011793) Mr. Abhay Mahadeo Nalawade (DIN: 00342055) and Mr. Haresh ManoharMalusare (DIN: 02246773). Where Mr. Yogesh Vijay Tavkar (DIN: 07011793) has acted as theChairman of the Committee.

The details of number of Committee Meetings held during the year 2017-18 and attendanceof Members of the Committee are given in table below:

Name of the Director 29.05.2017 10.08.2017 13.11.2017 08.03.2018
Mr. Yogesh Vijay Tavkar Yes No Yes Yes
Mr. Abhay Mahadeo Nalawade Yes Yes Yes Yes
Mr. Haresh Manohar Malusare Yes Yes Yes Yes

14. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement Discussion & Analysis Report is appended as Annexure - 4 of the Board'sReport.

15. Directors' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors subscribe to the Directors' Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended onMarch 31 2018 the applicable accounting standards have been followed and that there areno material departures from the same; b) they have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year ended on March 31 2018 and of the profit andloss of the Company for that period; c) they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) they have prepared the annual accountson a going concern basis; e) they have laid down internal financial controls forthe Company and such internal financial controls are adequate and operating effectivelyduring the financial year ended March 31 2018; and f) they have devised propersystems to ensure compliance with the provisions of all applicable laws and such systemsare adequate and operating effectively during the financial year ended March 31 2018.

16. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directorsand KMPs in the Board's Report pursuant to Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 for the financial year 2017-18 is appended as Annexure - 5 to the Board'sReport.

The names of top ten employees of the Company in terms of remuneration drawn asrequired pursuant to Section 197 of the Companies Act 2013 read with Rule 5(2) & (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forthe financial year 2017-18 is appended as Annexure - 6 to the Board's Report.

17. Report on Corporate Governance:

Your Company is committed to maintain the highest standards of corporate governance. Webelieve sound corporate governance is critical to enhance and retain investor trust. Wehave implemented best corporate governance practices in the Company to enhance long-termshareholder value and respect minority rights in all our business decisions.

As per regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Corporate Governance provisions contained in the said Regulationsare not applicable to the Company hence your Company is not required to give report onCorporate Governance. Even though the provisions of Corporate Governance are notapplicable to the Company the Company is in words and spirit follows the most of theprovisions of Corporate Governance.

18. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place as a part of its goodCorporate Governance practices. All the risks are identified at various levels andsuitable mitigation measures are thereafter adopted. These are subjected to a quarterlyreview by the Audit Committee as well as the Board. Accordingly management of risk hasalways been an integral part of the Company's ‘Strategy of Organisation' andstraddles its planning execution and reporting processes and systems. Backed by stronginternal control systems the current Risk Management Framework consists of the followingkey elements:

? The Risk management policy approved by the Board clearly lays down the roles andresponsibilities of the entity in relation to risk management covering a range ofresponsibilities from the strategic to the operational. These role definitionsinter-alia provides the foundation for your Company's Risk Management Policy andFramework that is endorsed by the Board and is aimed at ensuring formulation ofappropriate risk management procedures their effective implementation across your Companyand independent monitoring and reporting by Internal Auditors.

? Appropriate structures are in place to proactively monitor and manage the inherentrisks in businesses with unique / relatively high risk profiles.

? The Audit Committee of the Board reviews Internal Audit findings and providesstrategic guidance on internal controls. The Audit Committee closely monitors the internalcontrol environment within your Company including implementation of the action plansemerging out of internal audit findings.

? The Company has appointed Internal Auditors and Secretarial Auditors to complywith the various provisions and compliances under applicable laws.

19. Internal Control System and their Adequacy:

Adequate internal controls systems and checks are in place which commensurate withthe size of the Company and the nature of its business. The Management exercises financialcontrol on the operations through a well defined budget monitoring process and otherstandard operating procedures. In addition to the above the Audit Committee and the Boardspecifically review the Internal Control and Financial Reporting process prevalent in theCompany. On a periodical basis the Board also engages the services of professionalexperts in the said field in order to ensure that the financial controls and systems arein place.

20. Disclosure under the Sexual Harassment of Women at work place (PreventionProhibition and Redressal) Act 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Companyhas not received any complaints pertaining to sexual harassment during the financial year2017-18. Your Directors state that Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

21. Cost Records:

As the provisions of Section 148(1) of the Companies Act 2013 read with the Companies(Cost Records and Audit) Rules 2014 was not applicable on the Company; the Company wasnot required to maintain Cost records.

22. Secretarial Standards:

The Company has complied with the applicable Secretarial Standard as issued by theInstitute of Company Secretaries of India and notified by the Central Government.

23. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/event on these items during the year underreview:

a) Issue of equity shares with differential rights as to dividend voting orotherwise as no such shares were issued; b) Issue of shares (including sweat equityshares) to employees of the Company as no such scheme was drawn; c) Voting rightswhich are not directly exercised by the employees in respect of shares for thesubscription/purchase of which loan was given by the Company (as there is no schemepursuant to which such persons can beneficially hold shares as envisaged under section67(3)(c) of the Companies Act 2013); d) Details of payment of remuneration orcommission to the Managing Director of the Company from any of its subsidiaries as theCompany does not have any Subsidiary; e) Material changes and commitments if anyaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport; f) Details of significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future;g) Details of Subsidiary/Joint Ventures/Associate Companies; h) Detailsrelating to deposits covered under Chapter V of the Act; i) Details in respect offrauds reported by Auditors under sub-section (12) of Section 143 other than those whichare reportable to the Central Government as there was no such frauds reported by theAuditors; j) Reporting on Corporate Social Responsibility as the Company does notattract any of the criteria as mentioned in Section 135(1) of the Act; and k) Particularsof Loans Guarantees or Investments under Section 186.

. Acknowledgments:

Your Directors take this opportunity to thank Filtra's customers Members suppliersbankers business partners and associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

Finally your Directors would like to record sincere appreciation to all the employeesof the Company for their hard work and commitment.

For and on behalf of Board of Directors

Filtra Consultants and Engineers Limited

Sd/-
Ketan Khant
Chairman and Managing Director
(DIN: 03506163)
Address: 17-34-A Kutchi House Brahmanwada Road Matunga Mumbai – 400019
Date: August 23 2018
Place: Mumbai