|
Dear Members,
Your Directors have pleasure in presenting 35th Annual
Report of the Company alongwith the Audited Financial Statements for the financial year
ended March 31, 2025.
FINANCIAL RESULTS
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
| Total revenue (Turnover) |
4,25,215 |
4,28,590 |
4,25,215 |
| Other income |
2,091 |
1,420 |
2,026 |
| Total Income |
4,27,306 |
4,30,010 |
4,27,241 |
| Profit before Finance cost, Exchange fluctuation, |
27,861 |
25,335 |
27,790 |
| Depreciation and Tax |
|
|
|
| Finance cost |
2,163 |
2,911 |
2,163 |
| Exchange fluctuation loss/(gain) |
343 |
130 |
343 |
| Depreciation & amortization expense |
7,334 |
7,251 |
7,334 |
| Profit before exceptional items & tax |
18,021 |
15,043 |
17,950 |
| Exceptional items |
- |
- |
- |
| Profit |
18,021 |
15,043 |
17,950 |
| Tax expense |
|
|
|
| - Current |
4,276 |
2,946 |
4,276 |
| - Deferred |
288 |
1,031 |
288 |
| Total tax |
4,564 |
3,977 |
4,564 |
| Net profit after tax |
13,457 |
11,066 |
13,386 |
| Other comprehensive losses/(income) |
2 |
80 |
2 |
| Total comprehensive income |
13,459 |
10,986 |
13,388 |
There was no subsidiary company during the financial year 2023-24,
therefore, consolidated figures for the financial year 2023-24 were not given.
DIVIDEND
The Board of Directors of the Company (the Board') has
recommended final dividend of 0.25 (Twenty Five Paisa) per equity share of the Company
for the year ended March 31, 2025. The dividend on equity shares is subject to the
approval of the Shareholders at the ensuing Annual General Meeting of the Company
scheduled to be held on Friday, 26th September, 2025. The dividend once
approved by Shareholders will be paid within the statutory time limit.
As per Section 194 of the Income Tax Act, a company is required to
deduct TDS at the rate of 10% on dividend payments made to resident individuals if the
amount exceeds 10,000inafinancial resident entities, TDS is applicable at 10% without
any threshold; however, if the recipient does not furnish PAN, TDS shall be deducted at
20%. No TDS is required on dividend payments made to Life Insurance Corporation of India,
General Insurance Corporation of India, any other insurer, and Mutual Funds specified
under Section 10(23D) of the Act. Further, as per Section 195/196, TDS is required to be
deducted on dividend payments to non-resident shareholders at the rate of 20% plus
applicable surcharge and cess, subject to relief under a Double Taxation Avoidance
Agreement (DTAA), if available.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing
Regulations), the Dividend Distribution Policy of the Company is available on the
Company's website www.filatex.com.
TRANSFER TO RESERVES
During the year under review, no amount has been transferred to the
Reserves and the entire amount of profits has been retained in the profit and loss
account.
OPERATIONS & EXPANSION
Revenue from operations for the financial year 2025 was 4,25,215 Lacs
as against 4,28,590 Lacs in previous financial year 2024. The sales quantity stood at
390,000 a slight drop from 401,000. During the financial year under review, our EBITDA
grew by 7.76% to 25,770 Lacs, up from 23,915 Lacs and PAT rose 21.58%, reaching
13,459 Lacs, up from 11,070 Lacs. The Company is in process of putting up additional
manufacturing facilities of Partially Oriented Yarn (POY) of 19800 MTPA, Fully Drawn Yarn
(FDY) of 28800 MTPA and Draw Textured Yarn (DTY) of 14400 MTPA at its existing unit at
Dahej. The estimated cost of this expansion is projected at/about 235 crores and the
expected date of commissioning is September 2026.
The Company is also in process of putting up the Steam Power
Distribution Project through which the Company will sell surplus around 70TPH steam
generated from captive power plant to the small companies/persons. To implement this
project, the Company will incur an outlay cost of 85 crores which will be financed
through internal accruals. The expected date of commissioning is June 2026. With this, the
Company is expected to generate additional EBDITA of around 60 crores annually.
Considering the focus on sustainability of textile industry and the need to shift from
linear to circular economy, the Company has developed an in-house R&D process to
utilize textile waste in any form. A pilot plant is already operational, processing
various pre-consumer textile waste such as garment and home linens.
The Company is also executing its Polyester Textiles Recycling Project
in its wholly owned subsidiary, Texfil Private Limited. The estimated project cost shall
be around 300 crore for an annual capacity of 26,250 MT. This project will use polyester
textile waste in all forms to produce polyester chips. We are setting up this plant near
our existing dahej facility. This location has easy access to waste, raw material supply
as well as good infrastructure. Project engineering consultants have been appointed.
Building construction has already started and equipment ordering are being finalized.
Production is expected to start by September 2026.
SUBSIDIARY COMPANY
During the year ended March 31, 2025, the Company has acquired all
existing 2,000 Equity Shares of Texfil Private Limited at a face value of 10 each from
Mr. Madhu Sudhan Bhageria and Mr. Purrshottam Bhaggeria, Promoter Directors of the
Company. Texfil Private Limited has become the Company's wholly owned subsidiary with
effect from May 01, 2024. A statement containing salient features of the Financial
Statement of the said Subsidiary Company is attached as required under the first proviso
to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 as Annexure
A.
During the current financial year 2025-26, the Company has, on 6th
May, 2025, acquired 1,99,80,000 Equity Shares of face value of 1 each at a price of 10
each of Texfil Private Limited (Texfil'), for an aggregate amount of 19.98 crore under
Right Issue.
FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015
The Nomination and Remuneration Committee of the Company had at its
meeting held on October 30, 2023, approved grant of 27,20,000 (face value of 1/- per
share) stock options (options) to the eligible employees of the Company under
the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS -2015), at an exercise price
of 48.05 per option (being the closing price at BSE on October 27, 2023 i.e. immediately
preceding the grant date), each option being convertible into one Equity Share of the
Company upon vesting subject to the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS
2015. During the year under review, the Nomination and Remuneration Committee of the Board
of Directors of the Company at its meeting held on 29th January, 2025, approved
grant of 1,50,000 Stock Options ("Options'') to the eligible Employees of wholly
owned subsidiary company i.e. Texfil Private Limited under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS-2015), at an exercise price of 46.61 per Option (being
the closing price at NSE on 28.01.2025 i.e. immediately preceding the grant date), each
Option being convertible into one Equity Share of the Company upon vesting subject to the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 /
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and
conditions of the Filatex ESOS 2015. The Options shall vest in three instalments i.e. 35%
on 30.10.2026, 25% on 30.10.2027 & 40% on 30.10.2028.
During the year 2025-26, the Nomination and Remuneration Committee of
the Board of Directors of the Company at its meeting held on 23rd July, 2025,
approved grant of 2,50,000 Stock Options (Options) to the eligible employee of
Texfil Private Limited, Wholly Owned Subsidiary Company under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS-2015), at an exercise price of 59.00 per Option, each
Option being convertible into one Equity Share of the Company upon vesting subject to the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 /
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the terms and
conditions of the Filatex ESOS 2015. The Options shall vest in four instalments i.e.
| Vesting |
Time Period for Vesting |
Options Vested |
| 1st |
On completion of 2 years from the date of
Grant |
15% of the total options granted |
| 2nd |
On completion of 3 years from the date of
Grant |
20% of the total options granted |
| 3rd |
On completion of 4 years from the date of
Grant |
25% of the total options granted |
| 4th |
On completion of 5 years from the date of
Grant |
40% of the total options granted |
Diluted Earnings per share (EPS) taking the effect of issuance of
options under Filatex ESOS 2015 had been calculated (refer Note No. 41 of the Standalone
Financial Statement). Disclosure under SEBI (Share Based Employees Benefits) Regulations,
2014 regarding details of the Filatex ESOS, 2015 for the financial year ended March 31,
2025 has been given in Note 51 of the Standalone Financial Statement.
SHARE CAPITAL
Presently, the Company's Issued & Paid-up Share Capital is
44,38,55,500 consisting of 44,38,55,500 Equity shares of 1/- each.
DEPOSITS
During the year under review, the Company has not accepted any
deposits.
DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Swarup Chandra Parija (DIN:
00363608), Mr. Suraj Parkash Setia (DIN: 00255049) and Smt. Pallavi Joshi Bakhru (DIN:
01526618), Independent Directors of the Company were ceased to be the Independent
Directors of the Company with effect from September 27, 2024 on completion of their second
and final term of 5 (five) years. During the year under review, Mr. Manish Vij has been
appointed as an Independent Director of the Company f director pursuant to for the period
starting from August 29, 2024 till September 30, 2025.
Mr. Purrshottam Bhaggeria (DIN: 00017938), Vice Chairman & Managing
Director, retires by rotation and being eligible, offer himself for re-appointment at the
ensuing Annual General Meeting.
On the recommendation of Nomination & Remuneration Committee, the
Board of Directors of the Company in its meeting held on 23rd July, 2025,
inter-alia, approved the following:
1. Re-appointment of Mr. Rajender Mohan Malla as an Independent
Director of the Company for a period of five years w.e.f. 27th July, 2025.
2. Re-appointment of Mr. Manish Vij as an Independent Director
of the Company for a period of five years w.e.f. 30th September, 2025.
3. Re-appointment of Mr. Madhu Sudhan Bhageria as Chairman and
Managing Director of the Company for a further period of five years w.e.f. 30th
July, 2025.
4. Re-appointment of Mr. Purrshottam Bhaggeria as Managing
Director designated as Vice Chairman & Managing Director of the Company for a further
period of five years w.e.f. 30th July, 2025.
5. Re-appointment of Mr. Madhav Bhageria as Managing Director of
the Company for a further periodof th July, 2025.
The re-appointment(s) of Mr. Rajender Mohan Malla, Mr. Manish Vij, Mr.
Madhu Sudhan Bhageria, Mr. Purrshottam Bhaggeria and Mr. Madhav Bhageria have been
approved subject to the approval of shareholders in the ensuing Annual General Meeting.
They have confirmed that they are not debarred from holding office of director by virtue
of any SEBI order or any other such authority.
Mr. Rajender Mohan Malla, Ms. Meenakshi Mallik, and Mr. Manish Vij,
Independent Directors have confirmed that their names have been enrolled in the
Independent Directors' Databank.
The directors would like to confirm that the Company has received
declaration from all the Independent Directors confirming their independence as well as
confirmation that he/she is not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact his/ her ability to
discharge his/her duties with an objective independent judgement and without any external
influence. Accordingly, the requirement of Section 149(6) of the Companies Act, 2013
and Regulation 16(1)
(b) & Regulation 25(8) of the Listing Regulations are duly complied
with. Pursuant to the circular relating to the enforcement of SEBI Order regarding
appointment of directors by listed companies dated June 20, 2018, any director of
the Company is not debarred from holding SEBI order. Your the directors would like to
confirm that as per the opinion of the Board of Directors, all the Independent Directors
of the Company meet the requirement of integrity, expertise and experience (including the
proficiency) required for their appointment.
Pursuant to the provisions of Section 203 of the Act, at present, the
Key Managerial Personnel of the Company are: Mr. Madhu Sudhan Bhageria (Chairman and
Managing Director), Mr. Purrshottam Bhaggeria (Vice Chairman & Managing Director), Mr.
Madhav Bhageria (Managing Director), Mr. Nitin Agarwal, Chief Financial Officer and Mr.
Raman Kumar Jha, Company Secretary of the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI
Regulations, the Board has carried out an evaluation of its own performance, the directors
individually and the evaluation of the working of its Audit, Nomination & Remuneration
Committees, Stakeholders Relationship Committee and Finance & Corporate Affairs
Committee. The manner in which the evaluation has been carried out has been given in the
Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee has framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Nomination & Remuneration Policy is
available on the Company's website www.filatex.com.
CORPORATE SOCIAL RESPONSIBILITY
As required under the Companies Act, 2013 (Act), the
Corporate Social Responsibility (CSR) Committee consists of Mr. Madhu Sudhan
Bhageria as the Chairman, Mr. Purrshottam Bhaggeria, Mr. Madhav Bhageria, Mr. Rajender
Mohan Malla and Ms. Meenakshi Mallik, as members.
The Board, on the recommendation of CSR Committee, approved 496.37
Lakhs being two percent of average net profits of 24818.74 Lakhs during preceding three
financial years of the Company calculated in accordance with the provision of Section 198
of the Companies Act, 2013 to be spent on CSR activities during the financial year 2024-
25 in accordance with CSR Policy, which is available at the Company website
www.filatex.com. During the year under review, the Company has incurred an expenditure of
76.72 Lakhs onEducation,Swachh te regarding Bharat Abhiyan, Health facilities, Promotion
of sports, making available safe drinking water, rural development, women empowerment etc
and an amount of 421.49 has been transferred to be spent to Lala Govindramjee Charitable
Society, an implementing agency towards construction and setting up the school in Eksal
Village, District Bharuch, Gujarat. Details of the expenditure incurred towards CSR
activities for the financialyear 2024-25 is annexed herewith as Annexure B.
MEETINGS OF THE BOARD
Five (5) meetings of the Board of Directors were held during the year.
The details of which are given in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, your Directors
state that:
i. in the preparation of the annual accounts for the financial year
ended March 31, 2025, the applicable accounting standards have been followed and that
there are no material departures therefrom;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profitsof the Company for that period; sufficie
iii. theyhavetakenproperand maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and vi. That they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to Meetings of the Board of Directors' and General
Meetings', respectively, have been duly followed by the Company.
CORPORATE GOVERNANCE
The Corporate Governance Report and Management Discussion &
Analysis as per Schedule V of the SEBI (Listing Obligations Disclosure Requirements)
Regulations,2015alongwith compliance of conditions of Corporate Governance are annexed
herewith as Annexure C.
MANAGEMENT DISCUSSION & ANALYSIS
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulation, 2015, the Management Discussion & Analysis is
set out in this Annual report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In recent years, the importance of addressing climate change, promoting
inclusive growth, and transitioning to a sustainable economy has gained significant global
attention. Investors and stakeholders now expect companies to be responsible and
sustainable in their practices, placing equal importance on reporting their performance on
sustainability-related factors alongside financial and operational performance.
As per the amendment to Regulation 34(2)(f) of the Listing Regulations,
2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the
Ministry of Corporate Affairs, Government of India, the top one thousand listed companies
are required to prepare and present a Business Responsibility and Sustainability Report
(BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR)
and follows internationally accepted reporting frameworks such as GRI, SASB, TCFD, and
Integrated Reporting.
Starting from the financial
BRSR has become mandatory for the top 1000 listed companies based on
market capitalization, replacing the BRR. As of December 31, 2024, Our Company is ranked
967 at NSE and 979 at BSE based on market capitalization. The BRSR requires listed
entities to disclose their performance against the nine principles of the NGBRC, with
reporting divided into essential and leadership indicators. Essential indicators are
mandatory to report, while reporting leadership indicators is voluntary.
The Business Responsibility and Sustainability Report for the financial
year ended March 31, 2025 is attached with this annual report.
AUDITORS
As per the provisions of Section 139 of the Companies Act 2013, M/s
Arun K. Gupta & Associates (Firm Registration No. 000605N) was re-appointed as the
Statutory Auditors to hold office for the second term of five years commencing financial
office from the conclusion of the 32nd Annual General Meeting of the Company
till the conclusion of the 37th Annual General Meeting to be held in 2027 on
such remuneration plus GST, out-of-pocket expenses etc. to be decided by the Board of
Directors.
JOINT STATUTORY AUDITOR
In accordance with the provisions of Section 139 of the Companies Act,
2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Members of the
Company in their Annual General Meeting held on September 30, 2020, appointed M/s R. N.
Marwah & Co. LLP, (Firm Registration no. (001211N/N500019), Chartered Accountants,
as the Joint Statutory Auditor of the Company for a term of five years commencing from the
Company's financial year 2020-21 to hold office from the conclusion of the 30 th
Annual General Meeting of the Company till the conclusion of the 35th Annual
General Meeting to be held in 2025 on such remuneration plus GST, out-of-pocket expenses
etc. as decided by the Board of Directors.
AUDITORS' REPORT
There are no qualifications, reservations or adverse remarks made by
M/s Arun K. Gupta & Associates, Statutory Auditors and M/s R. N. Marwah & Co. LLP,
Joint Statutory Auditor, in their report for the Financial Year ended March 31, 2025. The
Statutory Auditors and Joint Statutory Auditor have not reported any incident of fraud to
the Audit Committee of the Company/Central Government in the year under review.
COST AUDITORS
Your Company has appointed M/s Bahadur Murao & Co., (Firm
Registration No. 000008) a firm Auditors, for conducting the audit of cost records for the
financial year 2025-26 as the Cost Auditor at a remuneration of 75,000 plus GST and out
of pocket expense.
In accordance with the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to
the Cost Auditors, as recommended by the Audit Committee and approved by the Board of
Directors, is required to be ratified by the members of the Company Accordingly,
ratification by the members is sought the remuneration payable to the Cost Auditors for
the financial year ending March 31, 2026 by passing an Ordinary Resolution as set out at
Item No. 4 of AGM Notice.
SECRETARIAL AUDITOR
The Board has appointed M/s Siddiqui & Associate, Practising
Company Secretary, to conduct Secretarial Audit for the financial year 2024-25. The
Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith
as Annexure D. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
In accordance with the provisions of Section 204 2022-23tohold of the
Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of
the Company the appointment of M/s Siddiqui & Associate, Practising Company
Secretary (Firm Registration No. S1988DE004300), as the Secretarial Auditor of the
Company for a term of 5 (five) consecutive financial years, commencing from the financial
year 2025-26 to the financial year 2029-30 to conduct Secretarial Audit of the Company.
They have confirmed their eligibility and qualification required under the Act and the
Listing Regulations for holding the office, as the Secretarial Auditor of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of business and on an
arm's length basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which may be considered as material
in accordance with the policy of the Company on materiality of related party transactions.
Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2)
of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as
Annexure E.
Policy for determining material' subsidiaries and the Policy
on related party transactions as approved by the Board may be accessed on the
Company's website www.filatex.com.
Cost
Your Directors draw attention of the members to Note no. 47 to the
standalone financial statement which sets out related party disclosure.
STOCK EXCHANGE LISTING
Presently, the Equity Shares of the Company are listed on National
Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2025-26 has
been paid to the Stock Exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
A statement relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under the Companies Act,
2013, is annexed herewith as Annexure F.
PARTICULARS OF EMPLOYEES
During the year under review, no employees of the Company received
remuneration more than 102.00 Lakhs per annum or 8.50 Lakhs per month if employed for
part of the year except Mr. Madhu Sudhan Bhageria, Chairman & Managing Director, Mr.
Purrshottam Bhaggeria & Mr. Madhav Bhageria, Joint Managing Directors of the Company.
Accordingly, information pursuant to the provisions of Section 197(12) of the Companies
Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in
Annexure G.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and name and designation of Top ten
employees in terms of remuneration drawn are annexed herewith as
Annexure G.
VIGIL MECHANISM
In terms of Section 177 of the Companies Act, 2013 and SEBI
Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The
Protected Disclosures should be reported in writing by the complainant as soon as
possible, not later than 30 days after the Whistle Blower becomes aware of the same and
should either be typed or written in a legible handwriting in English/Hindi/Gujarati and
the same should be addressed to the Vigilance Officer of the Company or in exceptional
cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle
blower policy may be accessed on the Company's website www.filatex.com.
During the year under review, no complaint was received from any
Whistle Blower. No personnel of the Company were denied access to the Audit Committee. In
this regard, Mr. Ashok Chauhan, Chief Visionary Officer is the Vigilance Officer ofthe
RISK MANAGEMENT POLICY
Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI
Regulations, the Company has laid down Risk Management Policy to inform Board members
about the risk assessment and minimization procedures which is also given in the Corporate
Governance Report. The Board of Directors don't foresee any elements of risk, which
in its opinion, may threaten the existence of the Company.
RISK MANAGEMENT COMMITTEE
The Company constituted the Risk Management Committee consists of two
Directors namely, Mr. Madhu Sudhan Bhageria, Chairman & Managing Director,
Ms. Meenakshi Mallik, Independent Director & one senior executive,
Mr. Ashok Chauhan, Chief Visionary Officer of the Company. Mr. Madhu Sudhan Bhageria will
be Chairman of the Risk Management Committee. The policy on Risk Management as approved by
the Board is uploaded on the Company's website www. filatex.com.
Your Company believes that several factors such as advancements in
technology, prevalent geo-political environment and stringent regulatory and environmental
requirements have consequential impacts across the value chain of a business. These
impacts are likely to continue and intensify over time and for a business to be
sustainable, it needs to adapt to the environment by managing risks and opportunities in a
systematic manner.
The Board of Directors of the Company are responsible for risk
oversight functions. Risk Management Committee provide guidance for implementing the risk
management policy across the organisation. The operation heads of each business units are
primarily responsible for implementing the risk management policy of the Company and
achieving the stated objective of developing a risk intelligent culture that helps to
improve the Company's performance. The responsibility of tacking and monitoring the
key risks of the division/ business unit periodically and implementing suitable mitigation
plans proactively is with the senior executives of various functional units. These risk
owners are expected to avoid any undue deviations or adverse events and ultimately help in
creating value for the business.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the financial statement (Please
refer to Note No(s). 6, 7, 12, & 16 to sta. Company. thestandalonefinancial
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has put in place and practiced an Anti Sexual Harassment
Policy in line with the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC)
had been set up to redress complaints regarding sexual harassment. All employees are
covered under this policy. During the year under review, the Company has not received any
complaint under the said Policy.
ANNUAL RETURN
The Annual Return for the financial year 2023-24 is available on the
website of the Company www.filatex. com.
GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there is no transaction on these items during the year
under review: (i) Details relating to deposits covered under Chapter V of the Act.
(ii) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
(iii) Issue of shares (including sweat equity shares) to employees of
the Company under any scheme save and except Employees' Stock Options Schemes
referred to in this Report.
(iv) The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
(v) No significant or material orders were passed by the Regulators or
Courts or Tribunals, which impact the going concern status and Company's operations
in future.
(vi) There is no Corporate Insolvency Resolution Process initiated
under the Insolvency and Bankruptcy Code, 2016 against the Company.
ACKNOWLEDGEMENTS
The Board of Directors is pleased to place on record its sincere
appreciation for the assistance, support and cooperation received from its Bankers,
Government Authorities, Dealers, Customers and Vendor. Your Directors would like to record
their sincere appreciation for the dedicated efforts put in by all employees, their
commitment and contribution ensuring smooth operations that your Company has achieved
during the year. The directors also place on record their sincere appreciation for the
confidence reposed by the Members in the Company.
|
For and on Behalf of the Board of Directors |
|
Madhu Sudhan Bhageria |
| Place: New Delhi |
Chairman and Managing Director |
| Date: 23rd July, 2025 |
DIN:0021934 |
|