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Fineotex Chemical Ltd.

BSE: 533333 Sector: Industrials
NSE: FCL ISIN Code: INE045J01026
BSE 00:00 | 25 Jan 162.75 15.00






NSE 00:00 | 25 Jan 162.80 14.90






OPEN 146.45
VOLUME 909271
52-Week high 166.40
52-Week low 56.60
P/E 42.60
Mkt Cap.(Rs cr) 1,802
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.45
CLOSE 147.75
VOLUME 909271
52-Week high 166.40
52-Week low 56.60
P/E 42.60
Mkt Cap.(Rs cr) 1,802
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Fineotex Chemical Ltd. (FCL) - Director Report

Company director report

Dear Members

We take pleasure in presenting the Eighteenth Annual Report togetherwith the Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2021.


During the current year 2020-21 your Company surpassed the turnover ofthe last year. This was a commendable effort considering that the year began in thelockdown with the general economic activity coming to a standstill. The situation tookmore than a quarter and a half to show glimpses of normalcy as the country. Your Companypulled up its socks in time to achieve the turnover that crossed the earlier high. In thispursuit its also produced health care products that contribute to India's effort tofight the COVID-19 pandemic.

Your Company exceeded last year's turnover even after the upheavalof Covid-19 when most of the Companies have fallen behind their earlier performance. OurGroup performance showed an increase of around 11%. PAT has increased by more than 200%both on standalone as well as consolidated basis mainly on the strategy of superiorproducts and diversified fields of operation.


(Rs. in Lakhs)
Standalone Consolidated
Year ended 31-03-2021 Year ended 31-03-2020 Year ended 31-03-2021 Year ended 31-03-2020
Total Income 14500.00 13211.00 23600.00 19794.00
Less: Expenditure 10000.00 10246.00 18014.00 16335.00
Profits before Tax 4500.00 2965.00 5586.00 3459.00
Less: Income Tax Expense 902.00 625.00 1131.00 765.00
Less Exceptional Items - 1262.00 - 1263.00
Profit after Tax 3598.00 1078.00 4455.00 1431.00
Other Comprehensive Income (net of tax) 1.00 (1.00) 1.00 (1.00)
Total Comprehensive Income 3599.00 1077.00 4456.00 1430.00
Attributable to
a. Owners of the Company 3599.00 1077.00 4259.00 1307.00
b. Non Controlling Interest Nil Nil 197.00 123.00

The above data has been extracted from the Audited Standalone andConsolidated Financial Statements prepared in accordance with the Indian AccountingStandards (Ind AS) as notified under section 133 of the Companies Act 2013 read withCompanies (Indian Accounting Standards Rules 2015) and the relevant provisions of the Actas applicable.


The Board has proposed a dividend of Rs. 0.30 (Previous year Rs. 0.05)per equity share of Rs. 2/- each. It will amount to a total payout of Rs. 332 lakhs. Thedividend if approved by the shareholders will be paid to the eligible shareholderswithin the stipulated period after the ensuing Annual General Meeting. The dividend willattract income tax. The Company will deduct income tax at sources as per the prescribedrates if the yearly dividend paid exceeds Rs. 5000/-. Members are request to update thePermanent Account Numbers (PAN) with their depository participant or with theCompany's Registrar and Transfer Agents. In case of non-availability of PAN tax athigher rates will be deducted as prescribed.


Your Company is venturing into Home Health care products in addition toits main activity of providing Speciality Chemicals & Solutions ensuring that thecustomer can be rest assured of our dependability. The Company has set up brownfieldfacility at Ambernath Maharashtra. Fineotex is fastest growing synergistic segments suchas Home Care and Hygiene and Drilling Specialties while continuing to focus on the coreSpeciality Chemicals & Solutions business. There has been a significant approach andfocus on the sustainable solutions and products in the development. The company has spentRs. 185 lakhs towards the R&D. The company has recently collaborated with TheSynthetic & Art Silk Mills' Research Association (SASMIRA ) Institute located inWorli Mumbai to develop a Research & Development Center for developing innovativeproducts for sustainability i.e; process and products for water & energy conservationand other effective solutions. With more international brands looking to India forproduction requirements and the China plus one strategy has proved beneficial.

The standalone Profit After Tax (PAT) of the Company has increased toRs. 3599 Lakhs from Rs. 1078 Lakhs. The consolidated PAT registered a growth of 234%approx.

Your Company took pro-active action and took steps to meet the everchanging adverse conditions head on. We took conscious steps to assure both our suppliersand customers was no exception. The path was challenging but we adapted to new normal. Theeconomy and the way world does business has changed and will be the same as before. Hencethe Company reviewed its operations in totality and taken steps to diversify. It hasstarted making health hygiene care products. It is setting up plants for making specialtychemicals & solutions for oil drilling industry in Ambernath in Thane District. Theproduction will start shortly. This will contribute greatly to Company's turnover. Inits traditional business of specialty business it has embarked is providing superspecialty products like retentive anti-microbial and anti-odor protection to the finaltextile products of our customers. The foreign subsidiaries have contributed significantlyin this thrust area as can be seen from the financial statements.


As at the beginning of the year on 1st April 2020 the paid up ShareCapital of the Company stood at Rs. 222600000 comprising of 111300000 equity sharesof Rs. 2/- each. During the year Company offered a buyback scheme and purchased 551580equity share from the market. The Share capital thus stands at Rs. 2214.97 lakhs dividedinto 110748420 equity shares of Rs. 2/- each.


The Board had approved the offer for the Buy Back of equity shares byway of an open offer which will be open only for public shareholders. The Company proposedto buy up to 1100000 equity shares of Rs. 2/- each fully paid at a maximum price of Rs40/- (Rupees Forty only) per share. The offer opened on 5th August 2020 and was to beopen till 4th February 2021. The Company opted the to close the offer earlier at itsdiscretion after it has bought back at least 50% of the quantity. The issue was closed on26/12/2020 before completion of 50% of the total planned buyback amount as the marketswere trading a level above the maximum prices fixed for buy back.


The details and performance of the subsidiary companies is providedbelow:

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML) a Limited Company was incorporated ina free trade zone in Labaun Malaysia in 2011. FML in turn has controlling interest in 3other companies in Malaysia that have established manufacturing and trading activities.FML has increased their stake in these subsidiaries. These Companies are BT Biotex SdnBhd BT Chemicals Sdn Bhd and Rovatex Sdn Bhd. The synergy of the businesses has helpedall the companies. BT Chemicals Sdn Bhd qualifies as a material subsidiary as per the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015. Also refer the paraon Material Subsidiary in Corporate Governance Report which forms part of this report.

On 10th November 2020 FML incorporated a wholly owned subsidiary -BTBiotex Limited UAE with an initial investment of US$ 10000.

Fineotex Specialties FZE was incorporated in the Region of UAE on 25 thJanuary 2015 and operates in a free zone in UAE.

b. Indian Subsidiaries:

Manya Steels Private Limited is the only Indian subsidiary. It wasacquired for diversification. The Company will commence commercial operations in thefuture. It is not a material subsidiary as per the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015.

The Company incorporated a wholly owned subsidiary named FineotexSpecialities Private Limited on 5th September 2020 with an investment of Rs. 100 lakhs tothe Equity Capital as on 31/03/2021. It has yet to commence commercial production.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing the salient features of the financial statements ofsubsidiary companies in Form AOC-1 is attached to the Finanacial Statement.

The separate audited financial statements in respect of each of thesubsidiary companies shall be kept open for inspection at the Registered Office of theCompany during working hours for a period of 21 days before the date of the Annual GeneralMeeting.


The Company's finance position continues to be robust. During theyear under review the cash generation from operations reflect a substantial increase.This has been the Company's philosophy throughout and can be vouched over the years.The Company is a zero debt company. The borrowings are taken for short term requirementsso that the investment portfolio is not abruptly disturbed. The Company has madesubstantial investment to increase its manufacturing activities and the same are financedfrom internal resources.


There have been no significant changes / significant orders passed bythe regulators or appellate authorities or commitments affecting the financial position ofthe Company which has occurred after the Balance Sheet date and the date of adoption ofthe Board Report that may affect the going concern status of the Company's futureoperations.


The Internal Control System is reviewed on a continuous basis in lightof the changed circumstances and way of doing business due to the changing systems andprocedures. With the continuation of pandemic conditions started in January 2020 andcontinued during the current year coupled with recommendary and statutory directions ofthe Government the Company had to tweak the controls time and time again in nationalinterest as well as business necessity. The Board is taking extra efforts to ensure bettercontrols and has to be constantly vigilant on its impact on the business. The Board iscontinuously reviewing the changes in the controls their impact on the business andcorrective and remedial action. For this they are in touch with stakeholders experts andauditors. Necessary provision has been made on the basis of such interaction.


The Consolidated Financial Statements of the Company along with itssubsidiaries - both foreign and Indian - for the year ended 31st March 2021 form part ofthis Annual Report. The same are prepared as per the applicable Indian AccountingStandards (Ind AS) as notified under section 133 of the Companies Act 2013 read withCompanies (Indian Accounting Standards Rules) 2015 and the relevant provisions of the Actas applicable.


The Company has not accepted any deposits from the public orshareholders during the year or in the previous year. Security Deposits have been takenfrom customers as security against dues for goods sold to them and are not in the opinionof the Board in the nature of Public Deposits. Rent Deposit given to Subsidiary Company isdisclosed in the financial statements as required under the Indian Accounting Standards(Ind AS) and Listing Agreements.


The Particulars of loans guarantees and investments under Section 186of the Companies Act 2013 as at the end of the Financial Year 2020-21 are provided in theStandalone financial statements and the same are also given in Annexure ‘1'forming part of this report.


All Related Party Transactions entered into during the year were mostlyon arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee.Prior omnibus approval is obtained from the Audit Committee in respect of transactionswhich are repetitive in nature.

The shareholders have also given approval to these contracts andtransactions at the 16th Annual General Meeting of the Company. During the current yearthere was an increase in transactions with one step down subsidiary. The amount oftransactions with BT Chemicals Sdn Bhd were Rs. 1642.39 lakhs during the financial year2020-21 which is less than 10% of the annual turnover of the Group of Rs. 1979.44 lakhsof the previous year 2019-20.

Details of related party transactions are given in Annexure‘2' giving the details as per AOC-2.

The policy on Related Party Transactions as approved by the Board isavailable on the website of the Company www.fineotex. com and may be accessed through theweb link http://fineotex. com/Investor-Relation.aspx.


Mrs. Aarti Jhunjhunwala is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible she offers herself for re-appointment. She isrelated to the Whole-time Directors of the Company and therefore a Non-IndependentDirector liable to retire by rotation and being eligible she offers herself forreappointment. The details about her are attached separately.

As per the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 as amended your Company is required to appoint its Independent Directoron the Board of the material subsidiary. As per the said regulation BT Chemicals Sdn Bhdis a material subsidiary as it contributed more than 10% to the Consolidated Income ofthe Group in 2018-19. The status of this subsidiary is ‘Private Limited' Companyunder Malaysian Law. The law requires the Director to obtain a work permit from theMalaysian Government and there is also the reluctance of minority shareholders for such anappointment. The Company is exploring to appoint an Independent Director on the Board ofFML which is the holding Company of BT Chemicals Sdn Bhd. FML is incorporated in the‘Export Zone' in Malaysia where the restriction for Non-Malaysians is less.

Your Company is also required to appoint an Independent Woman Directorfrom 2020-21 and in compliance thereof Mrs. Bindu Shah on July 14 2020 - the first BoardMeeting of the current financial year. Mrs. Bindu Shah is a member of the Institute ofCompanies Secretaries of India and her Director Identification Number (DIN) is 07131459.She has also registered with Indian Institute of Corporate Affairs (IICA) and herregistration number is IDDB-DI-202.001.006421. The Shareholders have approved herappointment at the 17th Annual General Meeting held on 29 th September 2020.

Mr. Manmohan Mehta (DIN: 00391964) an Independent Director resignedfrom the Board with effect from 28th October 2020 due to his preoccupation in otheractivities. He was appointed as a Director on 31st December 2007. Consequent to thechanged requirements of the Companies Act 2013 he was appointed as an IndependentDirector in September 2014 for a period of 5 years. He was reappointed for the secondterm of 5 years at the 16th Annual General Meeting held on 27th September 2019. The Boardnoted with appreciation the long association of Mr. Manmohan Mehta with the Company andhis contributions to the Board as well as the Company over the years.

During the year the Company appointed Dr. Sunil Waghmare and Dr. AnandPatwardhan and Independent Directors for a period of 5 years at Board Meeting held on 31stOctober 2020. Dr. Sunil Waghmare's DIN is 08906042 and IICA registration isIDDB-NR-202.010.032296. He has done Phd in Chemistry and has over 30 years of experiencein the field of Research & Development Quality Assurance Quality Control AnalyticalDevelopments in pesticide industries and Implementation of OECD GLP NABL and QualityManagement Systems. Dr. Anand Patwardhan's DIN is 08908877 and his IICA registrationis IDDB-NR-202.010.0322389. He has done Phd in Chemical Engineering and has over 13 yearsof experience as Professor of Chemical Engineering. His total Experience is more than 34years. The other stipulated details are mentioned in the notice to the Annual Generalmeeting. Their appointment is subject to your approval at the ensuing Annual GeneralMeeting. The Board recommends their appointments.


The Board of Directors of the Company met five times during thefinancial year. The details of various Board Meetings and meetings of the Committees areprovided in the Corporate Governance Report given in Annexure ‘C'.


Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel ofthe Company as per the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014:

a) Mr. Surendrakumar Tibrewala - Chairman & Managing Director

b) Mr. Sanjay Tibrewala - Whole-Time Director & Chief FinancialOfficer

c) Mr. Hemant Auti - Company Secretary

Particulars of Employees and related disclosures

None of the employees who were employed throughout the financial yearwere in receipt of remuneration of more than Rs. 10200000 during the year ended 31stMarch 2021 nor was their remuneration in excess of that drawn by the Managing Directoror Whole-time Director.

There were no employees employed for any part of the financial year31st March 2021 in receipt of remuneration more than Rs. 850000 per month. No employeedrew remuneration in excess of that of Managing Director and Executive Director.

Disclosure with respect to the remuneration of Directors KMPs andemployees as required under section 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in Annexure ‘3' to this Report.


The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(7) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.


Your Company has adopted the Nomination and Remuneration Policy on theprinciples of consistency and transparency. It includes criteria for determiningqualifications positive attributes and independence of a Director. The RemunerationPolicy is set out in Annexure ‘4' to the Director's Report and is alsoavailable on the Company's website.


In compliance with the requirements of the erstwhile Listing Agreementwith the stock exchange ("Listing Agreement") and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Company circulates certain notes tofamiliarise the Independent Directors to familiarize them with the Company their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates entitlement of sitting fees to Independent Directors etc. The Company also circulates explanatory notes onamendments made to various applicable laws and regulations (Web Link-


Pursuant to the provision of the Companies Act 2013 and Regulations 17(10) and 25(4)(a) of the Listing Regulations the Nomination and Remuneration Committeeformulated a framework containing inter-alia the criteria for performance evaluation ofthe entire Board of Directors of the Company including Independent Directors. Theperformance evaluation of the Audit Committee was also carried out. The recently appointedIndependent Directors did not participate in the evaluation due to their very shortassociation.

The Evaluation of Board and its findings were shared by the Chairmanindividually with Board Members. The Directors expressed their satisfaction with theevaluation process.


M/s. ASL & Co. Chartered Accountants (Firm Registration No.101921W) were appointed as statutory auditors of the Company at the 16th Annual GeneralMeeting held on 27th September 2019 for a period of 5 years - i.e. till the conclusion of21st Annual General Meeting to be held in 2024.

The Audit Committee and the Board of Directors have recommended aremuneration of Rs. 400000/- p.a. excluding taxes and out of pocket expenses fixed bythe Audit Committee and Board of Directors of the Company. This is the same as last year.

Further the Auditors' Report for the financial year ended 31stMarch 2021 on the financial statements of the Company is a part of this Annual Report.The Auditors' Report for the financial year ended 31st March 2021 does not containany qualification reservation or adverse remark.


In pursuance of Section 148 of the Companies Act 2013 and Rule 14 ofthe Companies (Audit and Auditors) Rules 2014 your Company as specified in item (B) ofRule 3 had to get its cost records audited for the financial year 2021-22 in accordancewith these rules as the annual turnover of the Company from all its products and servicesduring 2020-21 had exceeded rupees one hundred crore or more and the aggregate turnover ofthe individual product or products or service or services for which cost records arerequired to be maintained under rule 3 is rupees thirty five crore or more.

The Board had appointed M/s V J Talati & Co. Cost Accountants forthe conduct of the Cost Audit of the Company's manufacturing units. The shareholdershave approved their appointment at the last Annual General Meeting and fixed theirremuneration. They will submit the report in due course. This year too Cost Audit isnecessary and hence M/s V J Talati & Co. are proposed to be appointed as mentioned inthe Notice to the 18th Annual General Meeting.


As per Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 it is mandatory for theListed Company like yours to have secretarial records audited. The Board of Directorshad appointed HS Associates Company Secretaries as Secretarial Auditors for 2021-2022.

The Secretarial Audit Report is annexed herewith as Annexure‘5'.

The Secretarial Audit Report for 2020-21 does not contain anyqualification reservation or adverse remark.


In compliance with the requirements of section 135 of the CompaniesAct 2013 read with Companies (Corporate Social Responsibility) Rules 2014 it is mandatedthat your Company spends at least 2% of its average last 3 years net profit after tax onCorporate Social Responsibility (CSR) Activities and explained therein. This was thefourth year of compliance for your Company; the Company has formed a Committee which hasgone through the requirements and decided to carry out the same through the Trust whocarry out these activities. The Company had to Spend Rs. 45.21 Lakhs in 2020-21. Detailsof CSR is annexed herewith as Annexure ‘6'.


As per Regulation 21 of (Listing Obligation and DisclosureRequirements) Regulation 2015 the provisions of Risk Management Committee are notapplicable for your Company. However the management of the Company is determining variousaspects so as to be able to minimize the risk in all spheres of the Company'sbusiness from finance human resources to business strategy growth and stability. From2021-22 it is mandatory to appoint a Risk Management Committee which the Company will doduring this year.


The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which forms a part of this Report.


The Company has established a vigil mechanism for Directors andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report. The copy of the Policy is available onthe website of the Company and may be accessed through the web link

No complaints/suggestions were received during the year


The Company has total 240 employees out of which 117 are permanentemployees and 123 are contract worker at the year- end. From the total permanentemployees over 20% are women. We consider our employees as our most valuable asset andhave been working towards keeping them engaged and inspired. The current workforcestructure has a good mix of employees at all levels. The Company is aware that the successof its business depends upon its technical experts coordinating with research anddevelopment staff on one hand and marketing on the other. Necessary training andorientation are provided to our employees to equip them in providing productive andcommitted results.


The information on conservation of energy technology absorption andforeign exchange earnings and outgo as required to be disclosed pursuant to the provisionsof Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is given to the extent applicable in Annexure ‘A' forming partof this Report.


The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary & trainees) are covered under the policy. The necessary return has beenfiled with --The following is a summary of sexual harassment complaints and disposed ofduring the year 2020-21

No. of Complains received: NIL

No. of Complaints disposed off: NIL


The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations 2015 on theoperations of the Company as prescribed under Schedule V is presented in a separatesection forming part of the Annual Report Annexed as Annexure ‘B'.


Your Company would strive to set and achieve appropriate CorporateGovernance practices. In accordance with the requirements of Schedule V read withRegulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 with the Stock Exchange a report on the status of compliance of Corporate Governancenorms is also attached as Annexure ‘C'. A certificate from the Statutory Auditors ofthe Company confirming compliance with the conditions of Corporate Governance asstipulated in the Listing Regulations forms part of the Annual Report.


Your Company stands at 958th position at 31st March 2020 based onmarket capitalization amongst the companies listed on the National Stock Exchange ofIndia. It has advanced to 828th position as on 31st March 2021. Accordingly from thisyear the Board has to submit a Business Responsibility Report as a part of this Report.The same is attached as Annexure ‘D' and forms part of this Report.


To the best of their knowledge belief explanation and informationobtained by them and as required under Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm that:

(i) in the preparation of the Annual Accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departure if any;

(ii) they have selected such accounting policies as mentioned in Note 2to the Notes to Financial Statements and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of theCompany for that period;

(iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) they have prepared the Annual Accounts on a going concern basis;

(v) the proper internal controls were in place and that the financialcontrols were adequate and were operating effectively and the systems to ensure compliancewith the provisions of all applicable laws were in place and were adequate and operatingeffectively and

(vi) the systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively


Pursuant to sub-section 3(a) of section 134 and sub-section (3) ofsection 92 of the Companies Act 2013 read with Rule 12(1) of the Companies (Managementand Administration) Rules 2014 an extract of the Annual Return as on 31st March 2021 inForm MGT-9 is attached herewith as Annexure ‘7' and forms part of this Report.


Your Directors place on record their sincere appreciation to theCentral Government the State Governments all its investors stakeholders & bankersall the business associates for their co- operation and support extended to the Company.Your Directors also wish to place on record their deep appreciation to the employees fortheir hard work dedication and commitment throughout the year especially.