Filatex India Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting 30th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2020.

Financial Results:

Particulars 2019-20 2018-19
Total revenue (Turnover) 2,78,207 2,87,410
Other income 1,242 1,179
Total Income 2,79,449 2,88,589
Profit before Finance Cost, Depreciation and Tax 23,455 22,830
Finance Cost 6,129 5,470
Depreciation & amortization expense 5,127 4,497
Profit/(Loss) before tax (excluding exceptional item ) 12,199 12,863
Exceptional Items (Profit) -- 234
Tax expense:
Current 2,129 2,830
Deferred (2,077) 1,782
Total Tax 52 4,612
Net 12,147 8,485
Other comprehensive income / (losses) 2 (2)
Total comprehensive income 12,149 8,483

Dividend

In order to conserve the resources and due to Covid-19, the Board has not . recommended any dividend on the Equity Shares for the year 2019-20.

Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves and the entire amount of profits has been retainedintheprofit andloss

Operations & Expansion

During the year under review, the Company achieved turnover of

2,78,207 Lakhs as compared to 2,87,410 Lakhs in the previous year. The decrease of 3.2% in turnover was due to reduction of raw material price. During the year under review, the Company has earned net profit after comprehensive income of 12,149 Lakhs as compared to net profit of 8,483 Lakhs in the previous year resulting into an increase

43.22%innet

The Company enhanced its total Polymerization Capacity from 900 TPD to 1050 TPD through debottlenecking activity. It also commenced production of Partially Oriented Yarn (POY) expansion from 340 TPD to 510 TPD. Installation of machines for Drawn Textured Yarn (DTY) expansion was completed as per schedule. However, due to the national lockdown, commencement of the expansion is delayed and expected to be announced in Q2FY21. This increase in texturizing machines will help improve the overall margins of the Company on account of being a value-added product with global demand.

The Company is also setting up 30 MW Captive coal-based Thermal Power plant at Dahej and 1.4 MW rooftop Solar

Power plant at Dahej & Dadra. This will help reduce the power cost of the plant in Dahej and improve the Companys operating margins by approx. 2%.

Our product basket at present, offers

Partially Oriented Yarn (POY), Fully Drawn Yarn (FDY), Drawn Textured Yarn (DTY) in full range of coarse and fine deniers in all kinds of shades and varieties like Bright, Semi Dull, Black and Dope dyed colors as well as Polyester Chips and Narrow Woven Fabric. The company is also focused on researching and adding new filaments with niche characteristics to the product portfolio.

From March 2020 to the reporting date, COVID-19 has significantly impacted business operations across the world and of the Company, by way of interruption in production, supply chain disruption, shortage of skilled and unskilled workers, closure / lock down of production facilities etc.

However, the management is taking proactive steps to ensure sustainable operations going forward. Initiatives such as social distancing, COVID-19 training, regular health check-ups and remote working have been introduced to ensure the safety and health of all employees.

Subsidiary Company

During the year ended 31st March, 2020, the Company doesnt have any subsidiary. Therefore, Statement containing salient features of the Financial Statement of the said Subsidiary Company is not required to be attached as required under the first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

Filatex Employee Stock Options Scheme, 2015

The Nomination & Remuneration Committee had, at its meeting held on February 12, 2016, granted 9,50,000 stock options ("options") of face value of 10 each [subsequently sub-divided into 47,50,000 shares of face value of

2 each] to the eligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex

ESOS -2015) at an exercise price of 37 per option (after sub-division, 7.40 per option) (being the closing price at BSE on February 11, 2016 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.

Further, the Nomination & Remuneration Committee had, at its meeting held on

May 07, 2018, granted 4,30,000 stock options ("options") of face value of 10 each [subsequently sub-divided into 21,50,000 shares of face value of 2 each] to the eligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS

-2015) at an exercise price of 211 per option (after sub-division, 42.20 per option) (being the closing price at BSE on February 11, 2016 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.

Diluted Earnings per share (EPS) taking the effect of issuance of options under

Filatex ESOS 2015 had been calculated (refer Note No. 40 of the 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, 2020 has been given in Note 50 of the Financial Statement.

Share Capital

During the financial year 2020-21, the Company, on 15th April, 2020, allotted 11,33,000 Equity Shares of 2 each at an exercise price of 7.40 per share against exercise of Stock Options to the Employees of the Company under Filatex Employee Stock Option Scheme 2015 (Filatex ESOS-2015). Consequently, Issued & Paid-up Capital of the Company stands increased to 44,16,36,000 consisting of 22,08,18,000 Equity shares of 2/- each from 43,93,70,000 consisting of 21,96,85,000 equity shares of 2/- each.

Deposits

During the year under review, the Company has not accepted any deposits.

Directors & Key Managerial Personnel

Shri Purrshottam Bhaggeria (DIN: 00017938), Joint Managing Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Ashok Chauhan (DIN: 00253049) has been re-appointed for a further period of 2(two) years w.e.f. 01.05.2020 subject to the approval of Members in the ensuing annual general meeting.

The Members of the Company in their last Annual General Meeting held on

27th September, 2019 approved the re-appointment of Shri Swarup Chandra Parija, Shri Suraj Prakash Setia and Smt. Pallavi Joshi Bakhru as Independent

Directors for a second term of five years from the conclusion of Companys

29th Annual General Meeting to the conclusion of Companys 34th Annual

General Meeting. The Members of the Company in the said meeting also approved the appointment of Shri Brij Behari Tandon as Independent

Director for a second term of five years w.e.f.13.02.2020. They 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, 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 the office of director pursuant to any SEBI order.

Your directors would like to confirm that as per 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.

Mr. Anil Dutt Mohla, Chief financial Officer of the Company resigned from service on 27th May, 2020. Shri Madhav

Bhageria, Joint Managing Director of the Company will discharge the function of the Company till the time Company formally appoints a whole time Chief Financial officer.

Pursuant to the provisions of Section 203 of the Act, at present, the Key Managerial Personnel of the Company are: Shri Madhu Sudhan Bhageria, Chairman and Managing Director, Shri Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint Managing Directors, Shri Ashok Chauhan, Wholetime Director 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

Companys website www.

Corporate Social Responsibility

As required under the Companies

Act, 2013 ("Act"), the Corporate Social Responsibility ("CSR") Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri Brij Behari Tandon and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved 185.13

Lakhs being two percent of average net profits of 92.57 Crores 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 2019-

20 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 102.43 Lakhs on Education, Swachh

Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability etc. However, it could not spend due to setting up a new Hospital in Jolva Village, Dahej. The Board of

Directors in its meeting held on 14th

February, 2020 approved to start a 20 Bed Hospital with a causality/emergency ward at a budgeted cost of the project is 600 Lakhs which will be funded from our CSR budget in the coming years. Eventually, over the years, we will build a 50 Beds Hospital and School.

Details of the expenditure incurred towards CSR activities for the financial year 2019-20 is annexed herewith as

Annexure "A".

Meetings of the Board

Four (4) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

Directors Responsibility .com.

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 31st March, 2020, 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

Company for that period;

iii. they have taken proper and sufficient care for the 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, 2015 along with Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure "B".

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 Report

In terms of Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, the Business Responsibility Report is set out in 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 appointed as the

Statutory Auditors to hold term of five years commencing from the Companys financial year 2017-18 to hold office from the conclusion of the 27th Annual General Meeting of the Company till the conclusion of the

32nd Annual General Meeting to be held in 2022 on such remuneration plus GST, out-of-pocket expenses etc. to be 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 in their report for the Financial Year ended March 31, 2020. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company /Central Government in the year under review.

Joint Statutory Auditor

It is proposed to appoint M/s R. N. Marwah & Co. LLP as the Joint Statutory Auditor of the Company for a term of five years, who has have confirmed their eligibility and qualification required under the Act for holding the office as

Joint Statutory Auditors of the Company

Cost Auditors

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration

No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2020-21 as the Cost Auditor at a remuneration of 60,000 plus GST and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

Secretarial Auditor

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year Audit Report for the financial year ended

March 31, 2020 is annexed herewith as Annexure "C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. for a

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 arms 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 "D".

Policy for determining ‘material subsidiaries and the Policy on related party transactions as approved by the Board may be accessed on the

Companys website www.filatex.com.

Your Directors draw attention of the members to Note no. 46 to the 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 2019-20 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,

2019-20. The Secretarial as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure "E".

Particulars of Employees

During the year, 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 Shri Madhu Sudhan Bhageria, Chairman & Managing Director, Shri Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint Managing Director 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 "F".

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 "F".

Vigil Mechanism

In terms of the 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

Companys 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. During current financialyear,

Shri Ashok Chauhan, Wholetime Director has been appointed as Vigilance Officer of the Company in place of Mr. Anil Dutt Mohla who resigned on 27.05.2020.

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 dont foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

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).

6,15 & 51 to the financial statement).

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.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as Annexure "G" and the same along with the Annual Return are available on the website of the Company www.filatex.com.

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 regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. 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

Chairman and Managing Director

DIN:00021934

Place : New Delhi

Date : August 28, 2020