Your Directors have pleasure in presenting 32nd Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended 31st March, 2022.
(? in Lakhs)
|Total revenue (Turnover)||3,82,809||2,22,715|
|Profit before Finance Cost,|
|Depreciation and Tax||55,633||35,680|
|Depreciation & amortization expense||6,338||5,836|
|Profit/(Loss) before exceptional items & tax||45,695||23,963|
|Exceptional Items -Profit||164||-|
|Profit before tax||45,859||23,963|
|Net Profit/(Loss) after tax||30,273||16,583|
|Other comprehensive losses||30||30|
|Total comprehensive income||30,243||16,613|
The Board of Directors of the Company (the Board) has recommended final dividend of ? 0.20 (Twenty Paisa) per equity share on 22,15,05,625 equity shares of face value ? 2 each for the year ended 31st March, 2022. 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 27th September, 2022. The dividend once approved by Shareholders will be paid within the statutory time limit.
As per section 194 of Income Tax Act, a company is required to
deduct TDS @ 10% on dividend payment if it exceed ? 5000/-. However , no TDS shall be deducted in the case of any dividend payment to , Life Insurance Corporation, General Insurance Corporation of India, any other insurer and Mutual Funds specified u/s 10 (23D) of Income Tax Act. Moreover, as
per section 195 of the Act TDS is required to deduct @ 20% plus surcharge on payment of Dividend to Non Resident.
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 Companys 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
The global turbulence experienced in FY21 continued in FY22. This year was witness to two waves of Covid in India along with the invasion of Ukraine by Russia. Russias invasion of Ukraine, amid an already slowing recovery from the pandemic, led to disruptions in commodity markets and to supply chains leading to sudden hikes in prices of crude oil and gas, food grains and several other commodities.
However, despite the partial lockdowns and economic slowdown, the recovery post the second and third wave of Covid-19 was faster as there was no curb on operations. The governments vaccination program also alleviated the fears of the work force.
The Company delivered substantial growth in FY22 as
compared to FY21. It achieved an EBIDTA of INR 531.1 crores, profit before tax of INR 458.5 crores and profit after tax of INR 302.7 crores in FY22 which are all new highs for the company. The company also achieved highest production and sales quantities of 3,41,480 MT and 3,40,665 MT respectively in FY22.
The Company commissioned and commenced commercial production of its captive thermal power plant of 30 MW capacity at Dahej on 4th August 2021.
The work on the expansion project of debottlenecking melt capacity of 50 TPD and manufacturing lines of 120 TPD of POY is progressing well. The Company is targeting to complete the installation and commissioning activities by August 2022.
The company has also engaged in R & D activities to develop process parameters for chemical recycling of Polyester waste.
It is in the process of setting up a 1500 Kgs per day pilot plant which will help revalidate the process conditions and operating costs.
During the year ended 31st March, 2022, 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 12th February, 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 11th February, 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 7th May, 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 11th February, 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.
On the recommendation of Nomination & Remuneration
Committee in its meeting held on 28th August, 2020, Members of the Company in their Annual General Meeting held on 30th September, 2020 approved the repricing of the outstanding employee stock options granted in 2nd Tranche under Filatex Employee Stock Option Scheme, 2015 from Exercise price of ? 42.20 per option to ? 28.85 per option.
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 Financial Statement). Disclosure under SEBI (Share Based Employees Benefits) Regulations, 2014 regarding details of the Filatex ESOS, 2015 for the financial year ended 31st March, 2022 has been given in Note 51 of the Financial Statement.
During the Financial year 2022-23, the Company has bought back 42,50,000 Equity Shares of ? 2 each at a price of ? 2 each amounting to ? 59.50 crores. The Company also paid Buyback Tax of ? 13.66 Crores .
Further, the Company allotted 4,90,375 Equity Shares of
? 2 each on 21st June, 2022 at an exercise price of ? 28.85 per share against exercise of Stock Options to the Employees of the Company under Filatex Employee Stock Option Scheme 2015
Presently, the Companys Issued & Paid-up Share Capital is ? 44,30,11,250 consisting of 22,15,05,625 Equity shares of ? 2/- each.
During the year under review, the Company has not accepted any deposits.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Due to advancing age and health related issues, Shri Brij Behan Tandon (DIN: 00740511) has resigned from the position of Independent Director of the Company with effect from 27th May, 2022. The Board of Directors of the Company, in its meeting held on 27th May, 2022 noted his resignation and placed appreciation for guidance and support provided by him during his tenure as a Director of the Company.
The Members of the Company on 20th July, 2022 through postal ballot re-appointed Shri Madhu Sudhan Bhageria
(dIN:00021934), Chairman & Managing Director, Shri Purrshottam Bhaggeria (DIN:00017938), Joint Managing Director and Shri Madhav Bhageria (DIN:00021953), Joint Managing Director & CFO of the Company for a further period of 3 years w.e.f. 30.07.2022.
The Members of the Company on 20th July, 2022 through postal ballot also re-appointed Shri Ashok Chauhan (DIN: 00253049) for a further period of 2(two) years w.e.f. 01.05.2022.
Shri Ashok Chauhan (DIN: 00253049), Whole-time Director, retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting
The Board of Directors in its meeting held on 27th July, 2022 appointed Shri Rajender Mohan Malla (DIN:00136657) as an Additional Independent Director for a period of three years subject to approval of the members of the Company in the ensuing Annual General meeting.
Shri Swarup Chandra Parija, Shri Suraj Parkash Setia and Smt. Pallavi Joshi Bakhru and Shri Rajender Mohan Malla, 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, 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 20th June, 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.
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, Joint Managing Director & Shri Madhav Bhageria, Joint Managing Director & CFO, Shri Ashok Chauhan, Wholetime Director and Mr. Raman Kumar Jha, Company Secretary of the Company.
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
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.filatex.com.
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 and Mrs. Pallavi Joshi Bakhru, as members.
The Board, on the recommendation of CSR Committee, approved ? 329.33 Lakh being two percent of average net profits of ? 16,466.50 Lakh 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 2021-22 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 ? 217.35 Lakhs on Education, Swachh Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability, rural development, women empowerment etc. However, it could not spend total CSR amount 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 ("hereinafter referred as Ongoing Project"). Pursuant to Section 135(6) of the Companies Act, 2013, the Company has transferred an amount of ? 111.98 Lakh in CSR Unspent Account (FY 2021-22) on 30th April, 2022. The said amount shall be spent within a period of three financial years from the date of such transfer for above Ongoing Project, failing which, the Company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.
Details of the expenditure incurred towards CSR activities for
the financial year 2021-22 is annexed herewith as Annexure "A".
MEETINGS OF THE BOARD
Six (6) 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 31st March, 2022, the applicable accounting
standards have been followed and that there are no material departures therefrom;
i i. 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 profits of the 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.
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.
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.
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 office for a 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.
The Board of Directors of the Company, in its meeting held on 27th May, 2022 recommended re-appointment of M /s Arun K. Gupta & Associates, Chartered Accountants as the Statutory Auditors of the Company for a further term of five years commencing from the Companys financial year 2022-23 to hold 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 subject to the approval of the Members of the Company in the ensuing Annual General Meeting.
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 30th September, 2020, ppointed 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 Companys financial year 2020-21 to hold office from the conclusion of the 30th 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.
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 31st March, 2022.
The Statutory Auditors and Joint Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company /Central Government in the year under review.
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 2022-23 as the Cost Auditor at a remuneration of ? 65,000 plus GST and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.
The Board has appointed M/s Siddiqui & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended 31st March, 2022 is annexed herewith as Annexure "C". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
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 ccessed on the Companys website www.filatex.com.
Your Directors draw attention of the members to Note no. 47 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 2022-23 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 "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".
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. In this regard, Shri Ashok Chauhan, Wholetime Director is the Vigilance Officer of the
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.
RISK MANAGEMENT COMMITTEE
The Company constituted the Risk Management Committee consists of three Directors namely, Shri Madhu Sudhan Bhageria, Chairman & Managing Director, Smt. Pallavi Joshi Bakhru, Independent Director & Shri Ashok Chauhan, Executive Director and one Senior Executive, Shri Rajiv Kumar Kasturia, Senior Vice President (Marketing) of the Company. Shri 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 Companys 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 companys 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 & 14 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.
The Annual Return for FY2020-21 are available on the website of the Company www.filatex.com.
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|
|Place : New Delhi||Madhu Sudhan Bhageria|
|Date : 27th July, 2022||Chairman and Managing Director|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS