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Flora Textiles Ltd.

BSE: 530705 Sector: Industrials
NSE: N.A. ISIN Code: INE161F01011
BSE 00:00 | 22 Jul Flora Textiles Ltd
NSE 05:30 | 01 Jan Flora Textiles Ltd
OPEN 6.06
PREVIOUS CLOSE 6.06
VOLUME 100
52-Week high 6.75
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.06
Sell Qty 200.00
OPEN 6.06
CLOSE 6.06
VOLUME 100
52-Week high 6.75
52-Week low 6.06
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.06
Sell Qty 200.00

Flora Textiles Ltd. (FLORATEXTILES) - Director Report

Company director report

Ladies and Gentlemen

Your directors take pleasure in submitting to you their Twenty Sixth FinancialStatements together with the Audited Balance Sheet of the Company as at 31 March 2019 andthe Profit & Loss Account and Cash Flow Statement for the Year ended on that date.

WORKING RESULTS :

The working results of the Company for the Year under review are summarized andfurnished below: - Rs. in lakhs

31.03.2019 31.03.2018
Revenue from Operations 27.60 69.64
Other Income 9.83 27.70
Total Revenue from Operations 37.43 97.34
Gross Profit/(loss)before interest and Depreciation 1.27 22.62
Less : Interest 48.70 47.84
Profit before Depreciation (47.43) (25.22)
Less: Depreciation 4.18 4.18
Net Profit/ loss for the Year (51.61) (29.40)
Opening balance – Loss' brought forward (1788.78) (1759.38)
Closing Balance of Reserves A/c. (1840.39) (1788.78)

REVIEW OF OPERATIONS :

During the year under review the overall sales and other income of the Company wasRs.27.60 lakhs as against Rs.69.64 Lakhs in the last year. Gross Profit / (loss) beforeinterest and depreciation amounted to Rs 1.27 lakhs (Previous Year Rs.22.62 lakhs). TheNet loss came to Rs.51.61 lakhs (Previous Year Rs.29.40 lakhs). There is no change in thenature of operations during the year.

PROSPECTS :

The loss during the year mainly due to heavy competition in the textile industry. Nowthe textiles industries are slightly recovering and power position becoming stable theremay be slight improvement in the performance of the company in the current year.

The management is making all the possible efforts to bring better results in thefuture.

DIVIDEND:

Due to loss of the company the company unable to declare dividend.

TRANSFER TO RESERVE:

The company has transferred a loss of Rs 51.61 Lakhs to reserve account. The reserve ason 31.03.2019 is [Rs.1840.39 Lakhs].

DIRECTORS :

Mr R.Hemchand Gupta [DIN 08270656] was appointed as additional director with effectfrom 31.10.2018 liable to retire by rotation and he continues upto the ensuing AGM.

Ms Nidhi Gupta [DIN 01825531] was re appointed as Managing director with effect from 04Jan 2019.

Mr Indarchand Prajapathi [DIN 07655675] was appointed as Independent Director witheffect from 31 Jan 2019. The Board recommends his appointment as Independent Directorunder Section 149 of the Companies Act 2013 for a term of five years.

Mr Kana Ram [DIN 05332461] Independent Director of the company term has expired on 29May 2019. The Nomination and Remuneration Committee recommends his appointment asIndependent Director not liable to retire by rotation and to hold office for a second termof 5 (five) consecutive years on the Board of the Company from 30 May 2019 to 29 May2024

Necessary resolution proposing their appointments under the Companies Act 2013 formspart of the Notice of ensuing AGM.

Mr Krishnan Venkatasubramaniam [DIN 01356360] Independent Director and member ofvarious committees has conveyed his disqualification in another company. Hence the boardvacated his office with effect from 31 Jan 2019.

KEY MANAGERIAL PERSONNEL:

Mr Hemant Kumar Gupta CFO of the company has been reappointed at the Board meetingheld on 30 May 2019.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

INTERNAL CONTROL SYSTEM ANDTHEIR ADEQUACY

The Company has an Internal Control System Commensurate with its size scale andcomplexity of its operations. Audit Committee reviews internal audit reports and overseesthe internal control system of the Company.

HUMAN RESOURCES

The HR strategy and initiatives of your Company are designed to effectively partner thebusiness in the achievement of its ambitious growth plans and to build a strong leadershippipeline for the present and several years into the future.

MEETINGS

A Calendar of Meetings is prepared and circulated in advance to the Directors. Thedetails of which are given in the Corporate Governance Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any policy on Corporate SocialResponsibility initiatives as the provisions of section 135 of Companies Act 2013 are notapplicable

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.

DECLARATION OF INDEPENDENT DIRECTORS

The details of independent directors are mentioned in the clause 7 of corporategovernance report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status and the Company's operations infuture.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements

1) In the preparation of the annual financial statements for the year ended March 31 2019 the applicable accounting standards had been followed along with the properexplanation relating to material departures.

2) For the financial year ended March 31 2019 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended 31 March 2019.

3) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4) The annual financial statements have been prepared on a going concern basis.

5) That proper internal financial control was followed by the company and that suchinternal financial controls are adequate and were operating effectively.

6) That proper system to ensure compliance with the provisions of all applicable lawswas in place and that such systems were adequate and operating effectively.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their Remuneration.

Nomination and Remuneration policy is guided by a common reward framework and set ofprinciples and objectives as particularly envisaged under section 178 of the Companies Act2013 inter alia principles pertaining to determining qualifications positivesattributes integrity and independence etc.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the year under review were onan arm's length basis and were in ordinary course of business. All related partytransactions are placed before the Audit Committee for approval. There are no materiallysignificant related party transactions during the year which may have a potential conflictwith the interest of the company at large. Necessary disclosures as required underAccounting Standard (Ind AS) have been made in the notes to the Financial Statements.

ANNUAL PERFORMANCE EVALUATION

In line with the criteria evolved by the Nomination and Remuneration Committee theperformance of all Directors Committees Chairman etc. have been evaluated pursuant tothe provisions of the Act Listing Agreement and SEBI (LODR) Regulations 2015.

As part of the performance evaluation process an evaluation questionnaire based on thecriteria as finalized in consultation with the Directors together with supportingdocuments was circulated to all the Board members in advance. The Directors evaluatedthemselves the Chairman other Board Members the Board as well as functioning of theCommittees viz. Audit Nomination & Remuneration Risk Management StakeholdersRelationship Committees on the basis of well-defined evaluation parameters as set out inthe questionnaire. The duly filled questionnaire received back from the Chairman and allthe other Directors.

To take the evaluation exercise forward all the Independent Directors of the Companymet on 27 March 2019 without the attendance of the Non-Independent Directors and membersof the management to discuss inter alia the matters specified under Schedule IV ofthe Companies Act 2013.

The Board reviewed the process of evaluation of the Board of Directors and itsCommittees including Chairman and the Individual Directors.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the requirements of Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasestablished a vigil mechanism (Whistle Blower Policy) for the employees and Directors asan avenue to voice concerns relating to unethical behavior actual or suspected fraud orviolation of the Company's code of conduct. The Ombudsperson appointed by the Board dealswith the complaints received and ensures appropriate action. The mechanism also providesadequate safeguards against victimisation of persons using the mechanism and providesdirect access to the chairperson of the Audit Committee in appropriate or exceptionalcases. No employee was denied access to the Audit Committee.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request. Interms of Section 136 of the Act the Report and Accounts are being sent to Members andothers entitled thereto excluding the information on employees particulars which isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days of the Company upto the date of the ensuing Annual GeneralMeeting.

There are no employees drawing salaries in excess of the limit prescribed under Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014.

CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. The company is making continuous efforts to conserve and optimize energy whereverpracticable by economizing on fuel and power.

B. The Company has not absorbed any technology during the year C. The foreign exchangeearnings for the year: nil D. The foreign exchange outgo for the year : nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an anti sexual harassment policy in line with the requirementof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Compliance Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (Permanent contractual temporary andtrainees) are covered under this policy. The company has not received any compliant aboutsexual harassment during the year 2018-19.

AUDITORS

The Members appointed M/s TV Subramanian and Associates (FRN No. 007433S) as theStatutory Auditors of the Company for a period of 5 years from the conclusion of 24th AGM(2017) till the conclusion of 29 AGM ( 2022).

The Company has received confirmation from the firm regarding their consent andeligibility under sections 139 and 141 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 for appointment as the Auditors of the Company.

EXTRACT OF ANNUAL REPORT

The Details forming part of the extract of the Annual Report form MGT 9 is annexedherewith as Annexure A.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS / SECRETARIAL AUDITOR IN THEIR REPORTS

There were no qualifications reservations or adverse remarks made by the Auditors intheir report.

Mr A C Saravan Practicing Company Secretary was appointed to undertake the SecretarialAudit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure B.

Reply To Qualification Given By The Secretarial Auditor :

1) The Company is in the process of allotment of unsecured loan including shareapplication money received as per BIFR order.

2) Appointment of Company Secretary as per Sec 203 of the Companies Act 2013 –You are aware that our company is sick company and there is immense shortage number ofcompany secretary in comparison to the needs of industry and also. But board is takenserious steps to comply the same in the current year.

3) Regarding fine the board is requested to waive the same to BSE.

4) For other non compliances the Board has taken all necessary steps to comply thesame in future period.

CORPORATE GOVERNANCE

Your Company is committed to maintaining high standards of Corporate Governance. Areport on Corporate Governance along with a certificate from the Statutory Auditors oncompliance with Corporate Governance norms forms a part of this report.

The Corporate Governance Report of your company as on 31.3.2019 is enclosed for yourperusal as Annexure – C.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31 March 2019 to the date of signing of the Director'sReport.

SECRETARIAL STANDARDS

During the year under review your company has compiled with all the applicableSecretarial Standards issued by The Institute of Company Secretaries of India from time totime.

ACKNOWLEDGEMENT

The Board wishes to place on record of their appreciation for the good work done by theemployees of the company.

Place : Coimbatore By Order of the Board.
Date : 30.05.2019 Nidhi Gupta
Managing Director
(DIN 01825531)

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