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Filtra Consultants & Engineers Ltd.

BSE: 539098 Sector: Engineering
NSE: N.A. ISIN Code: INE541R01019
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NSE 05:30 | 01 Jan Filtra Consultants & Engineers Ltd
OPEN 11.99
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VOLUME 18000
52-Week high 14.75
52-Week low 9.16
P/E 6.06
Mkt Cap.(Rs cr) 10
Buy Price 11.20
Buy Qty 9000.00
Sell Price 12.00
Sell Qty 9000.00
OPEN 11.99
CLOSE 12.00
VOLUME 18000
52-Week high 14.75
52-Week low 9.16
P/E 6.06
Mkt Cap.(Rs cr) 10
Buy Price 11.20
Buy Qty 9000.00
Sell Price 12.00
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 8th Annual Report of the Companyand the Audited Financial Statement for the financial year ended March 31 2019 togetherwith the Auditor's Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31 2019 arehighlighted as under:

(Amount in Rs Thousands)

Particulars March 31 2019 March 31 2018
Total Income 538979.66 535911.19
Less: Total Expenses excluding Depreciation 511155.83 504705.07
Profit/ (Loss) before Depreciation and Tax 27823.83 31206.12
Less: Depreciation 1344.92 1279.40
Profit/ (Loss) before Tax 26478.91 29926.72
Less: Tax Expenses 8082.25 8015.22
Profit/ (Loss) after tax 18396.66 21911.50

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. In addition to that the Company alsoassemble the parts and sale the products as per customer needs. The Company runs businessthrough it's various branches as well as through it's online portal where products aresold on B2B basis.

The total income of the Company increased from Rs. 535911.19/- thousand to Rs.538979.66/- thousand registering a growth of 0.57%. Net profits after tax("PAT") of the Company stood at Rs. 18396.66/- thousand in the F.Y. 2018-19 asagainst Rs. 21911.50/- thousand in the F.Y. 2017-18 recording an decrease of 16.04%. Thereason of the decrease in profit is due to increase in Purchase of goods.

The Management is taking efforts to increase the revenue and to give better results incoming years by introducing new technologically advanced products at competitive rates.

3. 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.

4. Reserves:

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

5. Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 1.25/- (One RupeeTwenty Five Paisa Only) per equity share of Rs. 10/- each fully paid up (i.e. @ 12.5% pershare) for the financial year ended March 31 2019. The total outflow on dividend accountwill be Rs. 10278.75 Thousand (excluding Dividend Distribution Tax).

The dividend payment is subject to the approval of the Members at the ensuing AnnualGeneral Meeting (‘AGM') and be paid to the Members whose names appear in the Registerof Members/Beneficial Holders as on Record Date/Book Closure Date fixed for the saidpurpose.

The dividend if declared at the AGM would be paid/dispatched within thirty days fromthe date of declaration of dividend to those persons or their mandates:

i. whose names appear as beneficial owners as at the end of the business hours onSaturday August 17 2019 in the list of the Beneficial Owners to be obtained from theDepositories i.e. National Securities Depository Limited [NSDL] and Central DepositoryServices (India) Limited [CDSL] in respect of the shares held inelectronic/dematerialized mode; and

ii. Whose names appear as Members in the Register of Members of the Company as onSaturday August 17 2019 in respect of the shares held in physical mode.

In view of the Company's strong cash generation and positive growth momentum the Boardof Directors decided to distribute profits to its Members and accordingly the Board ofDirectors had declared interim dividend during the financial year 2018-19 as per detailsgiven below:

Type of Dividend Date of Board Meeting Rate of Dividend Per Share Dividend Total Outflow*
1st Interim Dividend August 23 2018 15% per share Rs.1.50/- per share Rs.10278750/-

*excluding Dividend Distribution Tax paid by the Company

Total dividend payout for the financial year 2018-19 is Rs. 2.75/- per equity share ofRs. 10/- each.

Further the details of unclaimed dividend and due dates for transfer of unclaimeddividend to IEPF account has been given in Notes to the Notice calling Eighth AGM.

6. Issue of Bonus Shares:

The Company had sufficient free reserves and profits to its credit. Hence the Board inits meeting held on August 23 2018 had decided that the Members of the Company be giventhe benefit of the reserves and surplus built by the Company and therefore the Boardrecommended issue of 1370500 Equity Shares of Rs.10/- each as fully paid-up bonus sharesin the ratio of 1:5 (i.e. 1 Equity Share for existing 5 Equity Shares) by capitalizing asum of Rs. 13705000 (Rupees One Crore Thirty even Lacs Five Thousands Only) out of theCompany's Profit and Loss account credit balance.

The approval of the Members was also taken in the 7th Annual General Meetingheld on September 22 2018. The said bonus shares were allotted in the Board Meeting heldon October 9 2018 to the members of the Company as on record date i.e. October 6 2018.Further the Company had listing and trading approval of the BSE for the said shares.

7. 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:https://www.filtra.in/upload/investment/1563598134.MGT-9_EXTRACT_of_Annual_Return.pdf

8. Details of Subsidiary/Joint Ventures/Associate Companies;

During the year Company has incorporated two Subsidiary Companies viz. Of Water PrivateLimited and Innovative Technocare Private Limited. However the Company did not have anyJoint Venture or Associate Company during the year under review. The details of theperformance of the said Subsidiaries are as follows:

a) Of Water Private Limited:

Of Water Private Limited has not started operation during the year under report.

b) Innovative Technocare Private Limited:

This was the first financial year/period of the Company. During the year the Companywas able to successfully commence the business operation. The turnover of the Companyduring the period was Rs.1907.21/- thousand which constitutes 0.35% of total consolidatedturnover of Filtra Consultants and Engineers Limited. Further the profit after tax (PAT)of the Company during the period was Rs.438.68/- thousand which constitutes 2.33% of totalconsolidated PAT of Filtra Consultants and Engineers Limited.

During the year under report no Company become or ceased to be joint ventures orAssociate Companies. As required pursuant to first proviso to sub section (3) of section129 read with Rule 5 of Companies (Accounts) Rules 2014 Form AOC-1 forms part of thisreport appended as Annexure - 1

9. Auditors: a) Statutory Auditors:

At the 3rd Annual General Meeting held on September 30 2014 M/s. Krunal M.Shah & 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 who shall hold office till the conclusion of Annual General Meetingto be held for the financial year 2018-19. Accordingly their tenure is valid till theconclusion of ensuing Annual General Meeting of the Company.

In terms of provisions of Section 139(1) of the Companies Act 2013 it was proposed tore-appoint them as the Statutory Auditors of the Company for a further period of fivefinancial years to hold the office till the conclusion of the Annual General Meeting to beheld for the financial year 2023-24. The Company has received a certificate from theAuditors to the effect that there appointment if made in ensuing Annual General Meetingwould be in accordance with the provisions of Section 141 of the Companies Act 2013 andexpressed their willingness to act as Statutory Auditors of the Company. Accordingly onthe recommendation of the Audit Committee the Board of Directors recommends to theshareholders in the ensuing Annual General Meeting appointment of M/s.Krunal M. Shah &Co. as Statutory Auditors of the Company for five years at a remuneration which would bedecided by the Board at a later date. b) Internal Auditors:

M/s. CNK & Associates LLP was Internal Auditors of the Company for the financialyear 2018-19. In compliance of provisions of Section 138 of the Companies Act 2013 theBoard on the recommendation of the Audit Committee has appointed M/s. CNK &Associates LLP as Internal Auditors of the Company for the financial year 2019-20.

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 2019-20.

10. 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 2018-19 is appended as Annexure - 2 to the Board's Report.The Secretarial Audit Report for the financial year 2018-19 contains following observationof the Secretarial Auditor and the Management reply for the same is as under:

Sr. No. Secretarial Auditors' Observation Management reply
1 The Company has deposited the amount of dividend in the Separate Bank Account with delay of 2 days from the date of declaration of dividend. The Company had set aside the funds for payment of dividend. The Company had submitted all the documents to the Bank for opening of a separate Bank account for Dividend however; there was delay in opening of bank account by the bank. Therefore there was a delay and dividend amount was not deposited in separate bank account within prescribed time limit. As soon as account was opened the Company has deposited the dividend amount in separate bank account within prescribed time limit.

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

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 LEDlights in all the offices of the Company b) Side sun glass set up in the RegisteredOffice to use the natural lights during day time c) Cross ventilation and time based autolight sensors for less electricity consumption d) Use of energy efficient electricequipment and e) Educating employees and 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 and formulating export plans. Details oftotal foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Thousands)
Particulars 2018-19 2017-18
Foreign exchange earned 1636.23 39.18
Foreign exchange used 9069.92 9216.55

12. 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 - 3 to the Board's Report.

13. Particulars of Loans Guarantees or Investments under section 186:

During the year under report the Company has not given any loans or guarantees to anyperson however the Company had incorporated two Subsidiary Companies during the yearunder report and made investment of Rs. 204000/- each in the capital of the saidCompanies.

14. 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 Mrs. Anjali Khant(DIN: 03506175) retires by rotation at the ensuing AGM and being eligible offers herselffor reappointment. On recommendation of Nomination & Remuneration Committee and BoardDirectors Members in the 7th Annual General Meeting held on September 222018 re-appointed Mr. Ketan Khant (DIN: 03506163) as Managing Director and Mrs. AnjaliKhant (DIN: 03506175) & Mr. Ashfak Mulla (DIN: 03506172) as Whole-time Directors ofthe Company for a further period of three years w.e.f. April 1 2018 i.e. till March 312021 and also approved the increase in remuneration payable to them.

During the year Mr.Rudolf Corriea had tendered his resignation as Chief FinancialOfficer w.e.f. April 30 2018 and Ms. Jinal Rajesh Jain had also tendered her resignationas the Whole-time Company Secretary and Compliance Officer of the Company w.e.f. July 132018. To fill the said casual vacancies the Board of Directors on recommendation of theAudit and Nomination & Remuneration Committee in their meeting held on May 30 2018had appointed Ms. Vaishali Vijay Pai as the Chief Financial Officer and designated as KeyManagerial Personnel with immediate effect. Also the Board on recommendation of theNomination & Remuneration Committee in their meeting held on August 23 2018 hadappointed Mr. Parag Bodha (Membership No. 51284) as the Company Secretary and ComplianceOfficer designated as Key Managerial Personnel with immediate effect.

Mr. Abhay Nalawade (DIN: 00342055) Mr. Haresh Malusare (DIN: 02246773) and Mr. YogeshTavkar (DIN: 07011793) Independent Directors of the Company are completing their firsttenure of five financial years. In view of the same on recommendation of Nomination andRemuneration Committee the Board has proposed to re-appoint them as Independent Directorsof the Company not liable to retire by rotation for a second term of 5 (five) consecutiveyears. The detail of proposed re-appointment and relevant information has been furnishedin the Notice convening the 8th AGM read with explanatory statement. The Boardrecommended their re-appointment to the Members. Further at the time of the appointmentof an Independent Director the Company issues a formal letter of appointment outlininghis / her role function duties and responsibilities. The format of the letter ofappointment is available on our website athttp://filtra.in/upload/investment/1535001740.Appointment_letter_of_ID.pdf

Brief resume of the Directors proposed to be appointed/re-appointed relevantinformation as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standards – 2 have been given in the Noticeconvening the ensuing AGM.

B. Board 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 Section 178 of the Companies Act 2013 and terms ofreference of Nomination and Remuneration Committee the Committee in its meeting held onAugust 23 2018 decided the manner of evaluation of performance of all the Directors ofthe Company accordingly it was decided that performance of the Board Committee and allthe Directors excluding Independent Directors would be carried by Independent Directorsand performance evaluation of Independent Directors would be carried by the Board ofDirectors once in year. In accordance with the criteria suggested by the Nomination andRemuneration Committee the performance of each Independent Director was evaluated by theentire Board of Directors in its meeting held on August 23 2018 (wherein the Directorgetting evaluated was absent) on various parameters like engagement leadership analysisdecision making communication governance interest of stakeholders etc. The Board wasof the unanimous view that every Independent Director was a reputed person and broughttheir rich experience to the deliberations of the Board. The performance of all theNon-independent Directors was evaluated by the Independent Directors at their separatemeeting held on August 23 2018. The various criteria considered for the purpose ofevaluation included leadership engagement transparency analysis decision makingfunctional knowledge governance stakeholders etc. Independent Directors were of theunanimous view that all the Non-independent Directors were providing good business andleadership skills. The Independent Directors also reviewed and discussed the performanceof the Board as whole and flow of information from Management to the Directors. Theysatisfied with the performance of the Board as a whole. Further they have also evaluatedthe performance of the Chairman of the Company on various aspects such as Meetingdynamics Leadership (business and people) Governance and Communication etc. andexpressed their satisfaction over the same.

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.

15. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year 2018-19. 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 30.05.2018 23.08.2018 22.09.2018 09.10.2018 14.11.2018 06.03.2019
Mr. Ketan Khant Yes Yes Yes Yes Yes Yes
Mrs. Anjali Khant Yes Yes Yes Yes Yes No
Mr. Ashfak Mulla No Yes No Yes Yes Yes
Mr. Abhay Nalawade No Yes No Yes Yes Yes
Mr. Yogesh Tavkar Yes Yes Yes Yes Yes No
Mr. Haresh Malusare Yes Yes Yes Yes Yes Yes

16. 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. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 ofthe Companies Act 2013. As on March 31 2019 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 as on March 31 2019 Mr. Parag Bodha Company Secretary and Compliance Officerof the Company acted as Secretary 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 2018-19 and attendanceof Members of the Committee are given in table below:

Name of the Director 30.05.2018 23.08.2018 14.11.2018 06.03.2019
Mr. Haresh Manohar Malusare Yes Yes Yes Yes
Mr. Abhay Mahadeo Nalawade No Yes Yes Yes
Mr. Yogesh Vijay Tavkar Yes Yes Yes No

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 2019 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 as on March 31 2019 Mr. Parag BodhaCompany Secretary and Compliance Officer of the Company acted as Secretary of theCommittee.

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 - 4 to the Board's Report.

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

The details of number of meetings of the Nomination & Remuneration Committee heldduring the year 2018-19 and attendance of Members of the Committee are given in tablebelow:

Name of the Director 30.05.2018 23.08.2018
Mr. Haresh Manohar Malusare Yes Yes
Mr. Abhay Mahadeo Nalawade No Yes
Mr. Yogesh Vijay Tavkar Yes Yes

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 2019 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 2018-19 and attendanceof Members of the Committee are given in table below:

Name of the Director 30.05.2018 23.08.2018 14.11.2018 06.03.2019
Mr. Yogesh Vijay Tavkar Yes Yes Yes No
Mr. Abhay Mahadeo Nalawade No Yes Yes Yes
Mr. Haresh Manohar Malusare Yes Yes Yes Yes

17. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Management Discussion & AnalysisReport is appended as Annexure - 5 of the Board's Report.

18. 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 on March 312019 the applicable accounting standards have been followed and that there are nomaterial departures from the same;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 312019 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 internalfinancial controls are adequate and operating effectively during the financial year endedMarch 31 2019; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively during thefinancial year ended March 31 2019.

19. 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 2018-19 is appended as Annexure – 6 to theBoard's Report.

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 2018-19 is appended as Annexure - 7 to the Board's Report.

No Managing Director or Whole-time Director of the Company were paid any remunerationor commission from any of its Subsidiary Company.

20. 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 your 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.

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. 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 theinherent risks 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.

23. 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.

24. 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 year2018-19. 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.

25. 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.

26. 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 or otherwiseas no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as nosuch scheme was drawn;

c) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013);

d) Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report;

e) Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future;

f) Details relating to deposits covered under Chapter V of the Act;

g) Details in respect of frauds reported by Auditors under sub-section (12) of Section143 other than those which are reportable to the Central Government as there was no suchfrauds reported by the Auditors; and

h) Reporting on Corporate Social Responsibility as the Company does not attract any ofthe criteria as mentioned in Section 135(1) of the Act.

27. 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: July 23 2019

Place: Mumbai

.