Your Directors have pleasure in presenting to you the 28th financialstatements together with audited balance sheet profit and loss account and cash flowstatement of the Company for the year ended 31st March 2021.
[Rs. In Lakhs]
|Particulars ||31.03.2021 ||31.03.2020 |
|Revenue from Operation ||114.04 ||34.03 |
|Other Income ||25.89 ||1.72 |
|Total revenue from operation ||139.93 ||35.75 |
|Gross Profit/(loss)before interest and ||114.56 ||7.25 |
|Depreciation || || |
|Less : Interest ||53.16 ||51.16 |
|Profit before Depreciation ||61.40 ||-43.91 |
|Less: Depreciation ||5.22 ||4.50 |
|Net Profit/ loss for the Year ||56.18 ||-48.41 |
|Income Tax for earlier years ||0.00 ||3.13 |
|Profit / Loss for the year ||56.18 ||-51.54 |
|Opening balance Loss' brought forward ||-1891.94 ||-1840.39 |
|Closing Balance of Reserves A/c. ||-1835.76 ||-1891.94 |
Review of Operations:
During the year the business had a revenue of Rs.139.93 Lakhs (PY: Rs.35.75) whichincludes other income of Rs.25.89 Lakhs [Rs.1.72 Lakhs] . The profit after tax was atRs.56.18 Lakhs (PY: -Rs. 51.16]. The increase of revenue from operation mainly due toreceipt of revenue from commission.
Scheme of arrangement:
The company has borrowed loan unsecured loan from Nithya Estates and Developers IndiaPrivate Limited and Minolta Securities Limited since 2008-2009 to rehabilitation andrevival of the Company.
The Company has discussed with the Un-Secured Creditors to avoid the Company going intoliquidation and the Un-Secured Creditors have come forward to accept a proposal involvingtransfer of Asset at Market value in favour of Nithya Estate and Developers India PrivateLimited towards partial satisfaction of the debt and repay the loan amount to MinoltaSecurities Limited in 9 EMIs of Rs.25 Lakhs each and 10th EMI of Rs.27.17Lakhs.
The board has approved the scheme of arrangement on the board meeting dated 30thJune 2021 with two unsecured creditors namely Nithya Estates and Developers IndiaPrivate Limited and Minolta Securities Limited for the outstanding of Rs.11.50 Crores ason 31.03.2020 subject to the approval of the stock exchange SEBI members and NationalCompany Law Board Southern Region Bench Chennai and other statutory authorities.
The details of the draft scheme of arrangement valuation report recommendation fromaudit committee independent directors committee fariness opinion from SEBI registeredvaluer and other relevant documents are available in the website of the company.http://floratextiles.in/fsabse2021.pdf
Due to the continuous loss the board of directors u n a b l e t o declared anydividend for the yearended 31st March 2021
Shares [As per the Companies (Share Capital and Debentures) Rules 2014
a) Equity shares with differential rights:
The Company has not issued any equity share with differential rights during the periodunder review.
b) Buy Back of Securities:
The Company has not bought back any of its securities during the period under review.
c) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the period under review.
d) Bonus Shares:
No Bonus Shares were issued during the period under review.
e) Employees Stock Option Plan:
The Company has not provided any Stock Option Scheme to the employees.
During the financial year the company has not transferred any amount to reserveaccount.
Transfer of unclaimed Divided to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last years.
Mr.R Hemchand Gupta will retire by rotation at the ensuing Annual General Meeting underSection 152 ofthe Companies Act 2013 and being eligible he offers himself forre-appointment.
The Company has neither accepted nor renewed any deposits during the year under review.
Key managerial personnel:
Ms Nidhi Gupta Managing Director Mr Hemant Kumar Gupta CFO and Ms Kirtishree AgarwalCompany Secretary are the key managerial personal as per Section 203 of the Companies Act2013.
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 and their 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.
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.
Status of the company under SICA:
BIFR in its meeting held on 27/09/2012 has approved Modified Draft RehabilitationScheme. The board has taken necessary steps to implement the above said scheme.
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 is not been covered under Section 135 of the Companies Act 2013. Hencethis provision of Section 135 is not applicable.
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
All the Independent Directors of the Company have furnished necessary declaration interms of Section 149(6) of the Act affirming that they meet the criteria of independenceas stipulated under the Act. In the opinion of the Board all the Independent Directorsfulfill the conditions specified in the Companies Act 2013 and Rules made thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and areindependent of the Management.
Details of Significant and material orders passed by the Regulators Courts andTribunals
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:
a) the preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial period and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) That proper internal financial control was followed by the company and that suchinternal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Policy on Appointment and Remuneration of Directors
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board of the Company has formulated the criteria for Board nominations aswell as policy on remuneration for Directors and employees of the Company
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 (AS 18) 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 valuated 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 evaluated questionnaire was received back from the Chairmanand all the other Directors.
The Board reviewed the process of evaluation of the Board of Directors and itsCommittees including Chairman and the Individual Directors. The independent directors ofthe Company have also duly convened a separate meeting during the year for this purpose.
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 deals with the complaints received and ensuresappropriate action. The mechanism also provides adequate safeguards against victimizationof persons using the mechanism and provides direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases. No employee was denied access to the AuditCommittee.
Particulars of employees
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 Energy Technology Absorption Foreign Exchange Earning and Outgo
The particulars required under Section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 for the period ended on March 31ST2021 are as under:
A. Conservation of Energy: The company has no activity relating to conservation ofenergy or technology absorption since it's a service organization. Hence Conservation ofenergy and technology absorption does not apply to this company. However adequatemeasures for conservation have been taken to reduce energy consumption.
B. The Company has not absorbed any technology
C. There was no foreign exchange earnings
D. There was no outgo of foreign exchange earnings
Policy on sexual harassment:
Suitable policy has been made and implemented by the company to prevent sexualharassment at workplace. Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees including contractualpermanent temporary trainees are covered under this policy. During the financial periodended 31st March 2021 the Company has not received any complaints pertainingto sexual harassment.
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 24thAGM (2017) till the conclusion of 29th AGM (2022).
The Company has received confirmation from the firm regarding their consent andeligibility under sections 139 and 141 of the Companies Act2013 read with the Companies(Accounts) Rules 2014 for appointment as the Auditors of the Company.
Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act 2013 theAnnual return as on 31 March 2021 is available on the company's Websitehttp://floratextiles.in/investors.html
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 A.
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) Due to technical issue in the MCA website the company is unable to file formINC-22A and regularization of appointment of Mr INDARCHAND PRAJAPATHI [DIN 07655675] andMr R HEMCHANDGUPTA [DIN 08270656]. The board has raised the compliant before MCA help deskand Registrar of Companies Coimbatore
3) For other non compliances the Board has taken all necessary steps to comply thesame in future period.
Your Company is committed to maintaining the 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 31.3.2021 is enclosed for yourperusal as Annexure B.
Material changes and commitments
There are no material changes and commitments in the business operations of the Companyfrom the financial year ended 31stMarch 2021 to the date of signing of theDirector's Report.
The Board wishes to place on record of their appreciation for the good work done by theemployees bankers and share holders of the company.
| ||By Order of the Board |
| ||INDARCHAND PRAJAPATHI |
| ||Chairman |
| ||[DIN 07655675] |
|Date: 30.06.2021 || |
|Place: Coimbatore || |