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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
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VOLUME 9000
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P/E 9.43
Mkt Cap.(Rs cr) 12
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OPEN 15.00
CLOSE 15.00
VOLUME 9000
52-Week high 18.00
52-Week low 8.10
P/E 9.43
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Filtra Consultants and Engineers Limited

Your Directors are presenting herewith the 9th Annual Reportof the Company and the Standalone and consolidated Audited Financial Statement for thefinancial year ended March 31 2020 together with the Auditor's Reports thereon.

1. Financial Results:

The summarized financial results for the financial year ending March31 2020 are highlighted as under:

(Amount in Rs Thousands)
Particulars March 31 2020 March 31 2019
Total Income 561536.10 538979.66
Less: Total Expenses excluding Depreciation 537969.22 511155.83
Profit/ (Loss) before Depreciation and Tax 23566.89 27823.83
Less: Depreciation 1622.97 1344.92
Profit/ (Loss) before Tax 21943.92 26478.91
Less: Tax Expenses 5224.57 8082.25
Profit/ (Loss) after tax 16719.35 18396.66

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

The Company is trading in various water treatment products such asMultiport Valves Dosing System Electronic dosing pump Pressure Vessels ConductivityMeters Rota Meters etc. Your Company is one stop solution for all water treatmentcomponents providing wide range of components and spares gives advantage and freedom tothe clients to choose products and spares parts as per their requirement. In addition tothat the Company also assemble the parts and sale the customized products as per thecustomer's needs. The Company runs business through it's various branches aswell as through it's online portal where products are sold on B2B basis.

The total income of the Company increased to Rs. 561536.10/- thousandfrom Rs. 538979.66/- thousand registering a growth of 4.19%. Net profits after tax("PAT") of the Company stood at Rs.16719.35/- thousand in the F.Y.2019-20 as against Rs. 18396.66/- thousand in the F.Y. 2018-19 recording a decrease of9.12%. The reason of the decrease in profit is due to increase in Purchase of goods.

The Management is taking efforts to increase the revenue and to givebetter results in coming years by introducing new technologically advanced products atcompetitive rates.

3. COVID-19:

In the last month of the financial year 2019-20 the COVID-19 hadstarted spreading rapidly which prompted WHO to declare it a Global Pandemic. It wasglobal crisis forcing governments to enforce complete lockdowns - in whole Country.Except essential services all other economic activity has been stopped. The lock downwas enforced in majority of countries in the world in order to stop it spread further.

In view of the same our offices were closed from March 21 2020 tillMay 14 2020. However we were serving our customer in April 2020 for those who werecarrying pass for essential service.

There has been lot of challenges with respect to supply chain servicesand limitation of transport availability. However we were able to maintain our operationswith 70% on time deliveries and 30% with slight delays. As we had sufficient inventoriesproportionately distributed all over branches before lockdown started the Company wasable to serve the customers during this tuff time and able to add new customers.

As health and safety of our employees business partners and customersis of the utmost priority to the Company the Company is taking necessary precautions likesanitization providing masks hand sanitizers disinfectants and temperature checks forstaff and essential visitors at all our facilities. The Company had ensured compliancewith safety norms. Further the Company had provided IT infrastructure & connectivityto most of staff to efficiently enable them to 'Work from Home' and minimize the spread ofCOVID.

COVID - 19 has impacted supply chain to some extent and the Managementis monitoring the same as their main concern is to serve the customers and keep operationsrunning and maintain livelihood of employees and suppliers as well.

4. Change in the nature of business if any:

The Company is in the business of selling water treatment products andprovides the related services. There was no change in nature of business during the periodunder report.

5. Reserves:

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

6. Dividend:

To conserve resources for future your Directors do not recommend anydividend for the financial year under review.

During the financial year 2019-20 the Members at its 8thAnnual General Meeting held on August 22 2019 has on the recommendation of the Board ofDirectors has declared a final dividend of Rs.1.25/- (One Rupee Twenty Five Paisa Only)per Equity Shares of Rs. 10/- each fully paidup - (i.e. 12.5% per share) for the financialyear ended March 31 2019. The total outflow on account of payment of dividend was Rs.10278.75/- thousand (excluding Dividend Distribution Tax).

Further the details of unclaimed dividend and due dates for transferof unclaimed dividend to account has been given in Notes to the Notice calling 9thAGM.

7. Extract of the Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of theCompanies Act 2013 an extract of the Annual Return in Form MGT-9 for the financial year2019-20 is placed on the website of the Company and same can be downloaded by clicking onthe following link: https://www.filtra.in/upload/investment/1599233419.MGT-9_2019-20.pdf

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

During the year under review the Company had two Subsidiary Companiesviz. Innovative Technocare Private Limited and Of Water Private Limited. However theCompany did not have any Joint Venture or Associate Company during the year under review.The details of the performance of the Subsidiaries are as follows:

a) Innovative Technocare Private Limited:

This was the Second financial year of the Company. During the year theCompany was able to successfully accelerate the business operation. The turnover of theCompany during the period was Rs.10504.94/- thousand which constitutes 1.84% of totalconsolidated turnover of Filtra Consultants and Engineers Limited and its Subsidiaries.Further the PAT of the Company during the period was Rs.363.56/- thousand whichconstitutes 2.13% of total consolidated PAT of Filtra Consultants and Engineers Limitedand its Subsidiaries.

b) Of Water Private Limited:

Of Water Private Limited has not started operation during the yearunder report. The Management is taking all possible steps to kick start the businessoperation.

During the year under report no Company become or ceased to be jointventures or Associate Companies. As required pursuant to first proviso to sub section (3)of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 FormAOC1 - forms part of this report appended as Annexure– 1.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statement in respect of subsidiary are availableon the website of the Company at https://www.filtra.in/index.php/home/investment.

9. Auditors:

a) Statutory Auditors:

At the 8th Annual General Meeting held on August 22 2019M/s. Krunal Shah & Co. (Firm Registration No. 131794W) Chartered Accountants wereappointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e.till the financial year 2023-24.

b) Internal Auditors:

M/s. CNK & Associates LLP was Internal Auditors of the Company forthe financial year 2019-20. In compliance of provisions of Section 138 of the CompaniesAct 2013 the Board on the recommendation of the Audit Committee has appointed M/s. CNK& Associates LLP as Internal Auditors of the Company for the financial year 2020-21.

c) Secretarial Auditors:

As required under section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board on therecommendation of the Audit Committee has appointed M/s. Hemanshu Kapadia &Associates (FCS: 3477 and C.P. No.: 2285) Practicing Company Secretaries as theSecretarial Auditors of the Company for the financial year 202021 - to undertake theSecretarial Audit of the Company for the financial year 2020-21 and issue SecretarialAudit Report as required under the Act.

10. Auditors Report:

a) Statutory Audit Report:

The Auditors' Report and annexure to the Auditors' Report areself-explanatory and does not contain any observation/qualification therefore noexplanations to be provided for in this report.

b) Secretarial Audit Report:

The Secretarial Audit Report issued by M/s. Hemanshu Kapadia &Associates Practicing Company Secretaries who were appointed as the Secretarial Auditorsof the Company for the financial year 2019-20 is appended as Annexure - 2 to theBoard's Report. The Secretarial Audit Report for the financial year 2019-20 containsfollowing observation of the Secretarial Auditor and the Management reply for the same isas under:

Sr. No. Secretarial Auditors' Observation Management reply
1 The Company Secretary and Compliance Officer of the Company had resigned w.e.f. closing working hour of January 04 2020. Hence there was no Compliance Officer during the period January 05 2020 till March 31 2020. The Company Secretary and Compliance Officer of the Company had resigned w.e.f. closing working hour of January 04 2020. There is no time period prescribed under the SEBI Listing Regulations 2015 to fill the said vacancy however as per the provisions of Section 203 of the Companies Act 2013 the vacancy in the office of Company Secretary can filled within 6 months. The Company has appointed Ms. Shikha Sunil Chaurasia (Membership No. A59412) as the Wholetime - Company Secretary and Compliance Officer of the Company w.e.f. July 01 2020 i.e. within 6 months from the date of resignation.

11. Conservation of energy technology absorption and foreign exchangeearnings and outgo: A. Conservation of energy: i. The steps taken or impact onconservation of energy:

As the Company is trading Company and not having any manufacturingactivity it does not require much energy to operate. Your Company has always consideredenergy and natural resource conservation as a focus area and has been constantly makingefforts towards its conservation. Even though the operations of the Company are notenergy-intensive the Company on continuous basis has taken several sustainable stepsvoluntarily to contribute towards better environment. Select few steps are listed below:

a) Installation of LED lights in all the offices of the Company

b) Side sun glass set up in the Registered Office to use the natural lights during daytime

c) Cross ventilation and time based auto light sensors for less electricityconsumption

d) Use of energy efficient electric equipment and

e) Educating employees and workers for energy conservation.

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

The Company is using electricity as main source of its energyrequirement and has not taken 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 conservationequipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company is a trading Company hence; no efforts were made fortechnology absorption. However the Company is keeping track worldwide on technologicaldevelopment of the products in which it deals to have competitive advantage.

ii. The benefits derived like product improvement cost reductionproduct development or import substitution:

Not Applicable.

iii. In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year):

No technology has been imported by the Company during the last threefinancial 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 watertreatment component/ equipment. The Company also engaged in exports activities and takingmeasures for increasing exports developing new export markets and formulating exportplans. Details of total foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Thousands)
Particulars 2019-20 2018-19
Foreign exchange earned 6948.91 1636.23
Foreign exchange used 20145.05 9069.92

12. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of Section 188 of the Actincluding transactions entered at arms' length under third proviso in prescribedForm No. AOC -2 is appended as Annexure - 3 to the Board's Report.

The details of transactions entered into with related parties as perAccounting Standards are disclosed in the Note No. 27 of the Financial Statement.

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

During the year under report the Company has not given any loans orguarantees to any person except employees of the Company details of which are given inNote No. 18 of the financial statements. Further the Company has invested surplus fundswhich was not immediately required in mutual funds. Also the Company in earlier years hasmade investment in two subsidiaries which are still continue. The details of investmentare given in Note No. 11 and 14 to the Financial Statement.

14. Directors and Key Managerial Personnel:

a) Directors and Key Managerial Personnel and changes therein:

As on the date of this Report your Company has 6 (Six) Directorsconsisting of 3 (Three) Independent Directors and 3 (Three) Executive Directors (Promoter)including a Woman Director (Promoter).

In accordance with the provisions of Section 152 of the Act 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 re-appointment. The Board recommends his re-appointment as Director of the Company.

During the year Mr. Parag Bodha had tendered his resignation as theWholetime - Company Secretary and Compliance Officer of the Company w.e.f. close ofworking hours of January 04 2020. After closure of financial year on the recommendationof the Nomination and Remuneration Committee the Directors in their Meeting held on June30 2020 has appointed Ms. Shikha Sunil Chaurasia (Membership No. A59412) as theWhole-time Company Secretary and Compliance Officer of the Company w.e.f. July 01 2020.

The Members in the 8th AGM held on August 22 2019 hasapproved re-appointment of Mr. Abhay Nalawade (DIN: 00342055) as an Independent Directorof the Company for a second term of five consecutive years effective from September 302019 to September 29 2024. Further in the said AGM Mr. Haresh Malusare (DIN: 02246773)and Mr. Yogesh Tavkar (DIN: 07011793) were also re-appointed as Independent Directors ofthe Company for a second term of five consecutive years effective from February 2 2020 toFebruary 01 2025.

Further at the time of the appointment of Independent Director(s) theCompany issues a formal appointment letter outlining their 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

As on the date of this Report following are the Directors and KeyManagerial Personnel in the Company:

1. Mr. Ketan Khant (DIN: 03506163) Chairman & Managing Director - Key Managerial Personnel
2. Mrs. Anjali Khant (DIN: 03506175) Whole-Time Director
3. Mr. Ashfak Mulla (DIN: 03506172) Whole-Time Director
4. Mr. Abhay Nalawade (DIN: 00342055) Independent Director
5. Mr. Haresh Malusare (DIN: 02246773) Independent Director
6. Mr. Yogesh Tavkar (DIN: 07011793) Independent Director
7. Ms. Vaishali Pai Chief Financial Officer - Key Managerial Personnel
8. Ms. Shikha Chaurasia (Membership No. A59412) Company Secretary - Key Managerial Personnel

Brief resume of the Directors proposed to be re-appointed at the 9 AGMrelevant information as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Secretarial Standards - 2 have been given in theNotice convening the 9th AGM.

b) Board Evaluation:

The Board evaluation process is carried through a structuredquestionnaire which was prepared after taking into consideration inputs received from theDirectors setting out parameters of evaluation; the questionnaire for evaluation are tobe filled in consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Act and terms ofreference of Nomination and Remuneration Committee the Committee had decided thatperformance of the Board Committee and all the Directors excluding IndependentDirectors would be carried by Independent Directors and performance evaluation ofIndependent Directors would be carried by the Board of Directors once in year. Inaccordance with the criteria suggested by the Nomination and Remuneration Committee theperformance of each Independent Directors were evaluated by the entire Board of Directorsin its adjourned meeting held on July 23 2019 (wherein the Directors getting evaluatedwere absent) on various parameters like engagement leadership analysis decision makingcommunication governance interest of stakeholders etc. The Board was of the unanimousview that every Independent Director was a reputed person and brought their richexperience to the deliberations of the Board.

The performance of all the Nonindependent - Directors was evaluated bythe Independent Directors at their separate meeting held on November 14 2019. The variouscriteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance stakeholdersetc. Independent Directors were of the unanimous view that all the Non-independentDirectors were providing good business and leadership skills. The Independent Directorsalso reviewed and discussed the performance of the Board as whole and flow of informationfrom Management to the Directors. They satisfied with the performance of the Board as awhole. Further they have also evaluated the performance of the Chairman of the Company onvarious aspects such as Meeting dynamics Leadership (business and people) Governance andCommunication etc. and expressed their satisfaction over the same.

c) Declaration by an Independent Director(s) and reappointment - ifany:

All the Independent Directors have provided declaration ofIndependence as required pursuant to Section 149(7) of the Act stating that they meetthe criteria of independence as provided in Section 149(6) of the Act.

15. Number of meetings of the Board of Directors:

The Board of Directors met five (5) times during the financial year2019-20. The intervening gap between any two meetings was not more than 120 days asprescribed by the Companies Act 2013. Details of date of Board meeting held during theyear and attendance of Directors are given in table below:

Name of the Director 22.05.2019 16.07.2019 (Original Meeting) 23.07.2019 (Adjourned Meeting of Original meeting held on 16.07.2019) 14.10.2019 14.11.2019 12.03.2020
Mr. Ketan Khant Yes Yes Yes Yes Yes Yes
Mrs. Anjali Khant Yes Yes Yes Yes Yes Yes
Mr. Ashfak Mulla Yes Yes Yes Yes Yes Yes
Mr. Abhay Nalawade Yes Yes Yes Yes No Yes
Mr. Yogesh Tavkar Yes No Yes Yes Yes Yes
Mr. Haresh Malusare Yes No 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. TheComposition of the said Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions ofSection 177 of the Act. As on March 31 2020 the Audit Committee was comprised ofIndependent Directors namely Mr. Haresh Malusare (DIN: 02246773) Mr. Abhay Nalawade(DIN: 00342055) and Mr. Yogesh Tavkar (DIN: 07011793). Where Mr. Haresh Malusare (DIN:02246773) acted as the Chairman of the Audit Committee. Further Mr. Parag Bodha CompanySecretary and Compliance Officer of the Company acted as Secretary of the Audit Committeeuntil he resign.

All the Members of the Audit committee are financially literate andhave accounting or related financial management expertise as required under the Act.

All the major steps impacting the financials of the Company areundertaken only after the consultation of the Audit Committee. During the year underreview the Board of Directors of the Company had accepted all the recommendations of theAudit Committee.

The details of Audit Committee Meetings held during the year 2019-20and attendance of Members of the Committee are given in table below:

Name of Committee Members 22.05.2019 16.07.2019 (Original Meeting) 23.07.2019 (Adjourned Meeting of Original meeting held on 16.07.2019) 14.11.2019 12.03.2020
Mr. Haresh Malusare Yes No Yes Yes Yes
Mr. Abhay Nalawade Yes Yes Yes No Yes
Mr. Yogesh Tavkar Yes No Yes Yes Yes

Details of establishment of Vigil mechanism cum Whistle Blower policyfor Directors and employees:

The Company pursuant to Section 177(9) of the Act 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 conformitywith the provisions of Section 178 of the Act. As on March 31 2020 the Nomination andRemuneration Committee was comprised of Independent Directors namely Mr. Abhay Nalawade(DIN: 00342055) Mr. Haresh Malusare (DIN: 02246773) and Mr.Yogesh Tavkar (DIN: 07011793).Where Mr. Abhay Nalawade (DIN: 00342055) acted as the Chairman of the Nomination &Remuneration Committee. Further Mr. Parag Bodha Company Secretary and Compliance Officerof the Company acted as Secretary of the Nomination & Remuneration Committee until heresign.

The appointment of the Directors and Key Managerial Personnel isrecommended by the Nomination & Remuneration Committee to the Board. Your Company hasdevised the Nomination Policy for the appointment of Directors and Key ManagerialPersonnel (KMPs) of the Company who have ability to lead the Company towards achievingsustainable development. The said Policy also covers the matters related to theremuneration of Directors KMPs and Senior Managerial Personnel. A copy of the policy isappended as Annexure - 4 to the Board's Report.

The Details of remuneration paid to the Directors and KMPS are given inform MGT-9.

The details of meetings of the Nomination & Remuneration Committeeheld during the year 2019-20 and attendance of Members of the Committee are given in tablebelow:

Name of the Director 16.07.2019 (Original Meeting) 23.07.2019 (Adjourned Meeting of Original meeting held on 16.07.2019) 12.03.2020
Mr. Abhay Nalawade Yes Yes Yes
Mr. Haresh Malusare No Yes Yes
Mr. Yogesh Tavkar No Yes Yes

C. Stakeholders' Relationship Committee:

The Company has always valued its investors and stakeholders. In orderto ensure the proper and speedy redressal of shareholders'/investors'complaints the Stakeholders' Relationship Committee was constituted. The role of theStakeholders' Relationship Committee is to consider and resolve securitiesholders' complaint and to approve/ratify transfer of securities. The constitution andterms of reference of the Stakeholders' Relationship Committee is in conformity withthe provisions of Section 178(5) of the Act. As on March 31 2020 the Stakeholders'Relationship Committee was comprised of Independent Directors namely Mr. Yogesh Tavkar(DIN: 07011793) Mr. Abhay Nalawade (DIN: 00342055) and Mr. Haresh Malusare (DIN:02246773). Where Mr. Yogesh Tavkar (DIN: 07011793) has acted as the Chairman of theCommittee.

The details of Meetings of Stakeholders' Relationship Committeeheld during the year 2019-20 and attendance of Members of the Committee are given in tablebelow:

Name of the Director 22.05.2019 14.11.2019 12.03.2020
Mr. Yogesh Tavkar Yes Yes Yes
Mr. Abhay Nalawade Yes No Yes
Mr. Haresh Malusare Yes Yes Yes

17. Report on Corporate Governance:

Your Company is committed to maintain the highest standards ofcorporate governance. We believe sound corporate governance is critical to enhance andretain investor trust. We have implemented best corporate governance practices in theCompany to enhance long-term shareholder value and respect minority rights in all ourbusiness decisions.

As per Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Corporate Governance provisions contained in the saidRegulations are not applicable to your Company hence your Company is not required to givereport on Corporate 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. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion & Analysis Report is appended as Annexure - 5 of the Board'sReport.

19. Directors' Responsibility Statement:

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

a) in the preparation of the annual accounts for the financial yearended on March 31 2020 the applicable accounting standards have been followed and thatthere are no material departures from the same;

b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended on March 31 2020 and of the profit and loss of the Company for thatperiod;

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 2020; 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 2020.

20. Managerial Remuneration:

The information required to be disclosed with respect to theremuneration of Directors and KMPs in the Board's Report pursuant to Section 197 ofthe Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year 2019-20 is appended as Annexure – 6to the Board's Report.

The names of top ten employees of the Company in terms of remunerationdrawn as required pursuant to Section 197 of the Act read with Rule 5(2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year 2019-20 is appended as Annexure - 7 to the Board's Report.

No Managing Director or Wholetime - Director of the Company were paidany remuneration or commission from any of its Subsidiary Company.

21. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place as apart of its good Corporate Governance practices. All the risks are identified at variouslevels and suitable mitigation measures are thereafter adopted. These are subjected to aquarterly review by the Audit Committee as well as the Board. Accordingly management ofrisk has always been an integral part of the Company's ‘Strategy ofOrganisation' and straddles its planning execution and reporting processes andsystems. Backed by strong internal control systems the current Risk Management Frameworkconsists of the following key elements:

• The Risk management policy approved by the Board clearly lays down the rolesand responsibilities 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 reviewthe compliance with the various provisions and compliances under applicable laws.

22 . Internal Control System and their Adequacy:

Adequate internal controls systems and checks are in place whichcommensurate with the size of the Company and the nature of its business. The Managementexercises financial control on the operations through a well defined budget monitoringprocess and other standard operating procedures. In addition to the above the AuditCommittee and the Board specifically review the Internal Control and Financial Reportingprocess prevalent in the Company. On a periodical basis the Board also engages theservices of professional experts in the said field in order to ensure that the financialcontrols and systems are in place.

23. Disclosure under the Sexual Harassment of Women at work place(Prevention Prohibition and Redressal) Act 2013:

The Company has Policy on Prevention of Sexual Harassment at workplace. The Company has not received any complaints pertaining to sexual harassment duringthe financial year 2019-20. Your Directors state that Company has complied with provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

24. Cost Records:

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

25. Secretarial Standards:

The Company has complied with the applicable Secretarial Standard asissued by the Institute of Company Secretaries of India and notified by the CentralGovernment.

26. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/event on these items duringthe year under review:

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 Company as no suchscheme 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) Reporting on Corporate Social Responsibility as the Company does not attract any ofthe criteria as mentioned in Section 135(1) of the Act; and

h) 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 were no suchfrauds reported by the Auditors.

27 . Acknowledgments:

Your Directors take this opportunity to thank Filtra's customersMembers suppliers bankers business partners and associates financial institutions andCentral and State Governments for their consistent support and encouragement to theCompany.

Finally your Directors would like to record sincere appreciation toall the employees of the Company for their hard work and commitment.

.