Filtra Consultants & Engineers Ltd Directors Report.

To

The Members,

Filtra Consultants and Engineers Limited

Your Directors are presenting herewith the 8th Annual Report of the Company and the Audited Financial Statement for the financial year ended March 31, 2019 together with the Auditors Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2019, are highlighted as under:

(Amount in Rs Thousands)

Particulars March 31, 2019 March 31, 2018
Total Income 5,38,979.66 5,35,911.19
Less: Total Expenses excluding Depreciation 5,11,155.83 5,04,705.07
Profit/ (Loss) before Depreciation and Tax 27,823.83 31,206.12
Less: Depreciation 1,344.92 1,279.40
Profit/ (Loss) before Tax 26,478.91 29,926.72
Less: Tax Expenses 8,082.25 8,015.22
Profit/ (Loss) after tax 18,396.66 21,911.50

2. Brief description of the Companys working during the year/State of Companys affairs and Operational Results:

The Company is trading in various water treatment products such as Multiport Valves, Dosing System, Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares, gives advantage and freedom to the clients to choose products and spares parts as per their requirement. In addition to that the Company also assemble the parts and sale the products as per customer needs. The Company runs business through its various branches as well as through its online portal where products are sold on B2B basis.

The total income of the Company increased from Rs. 5,35,911.19/- thousand to Rs. 5,38,979.66/- thousand, registering a growth of 0.57%. Net profits after tax ("PAT") of the Company stood at Rs. 18,396.66/- thousand in the F.Y. 2018-19 as against Rs. 21,911.50/- thousand in the F.Y. 2017-18, recording an decrease of 16.04%. The reason of the decrease in profit is due to increase in Purchase of goods.

The Management is taking efforts to increase the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates.

3. Change in the nature of business, if any:

The Company is in the business of selling water treatment products and provides the related services. There was no change in nature of business during the period under report.

4. Reserves:

The Board does not propose to carry any amounts to reserves.

5. Dividend:

Your Directors are pleased to recommend a final dividend of Rs. 1.25/- (One Rupee Twenty Five Paisa Only) per equity share of Rs. 10/- each fully paid up (i.e. @ 12.5% per share) for the financial year ended March 31, 2019. The total outflow on dividend account will be Rs. 10,278.75 Thousand (excluding Dividend Distribution Tax).

The dividend payment is subject to the approval of the Members at the ensuing Annual General Meeting (‘AGM) and be paid to the Members whose names appear in the Register of Members/Beneficial Holders as on Record Date/Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration of dividend to those persons or their mandates:

i. whose names appear as beneficial owners as at the end of the business hours on Saturday, August 17, 2019 in the list of the Beneficial Owners to be obtained from the Depositories, i.e. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/dematerialized mode; and

ii. Whose names appear as Members in the Register of Members of the Company as on Saturday, August 17, 2019, in respect of the shares held in physical mode.

In view of the Companys strong cash generation and positive growth momentum, the Board of Directors decided to distribute profits to its Members and accordingly the Board of Directors had declared interim dividend during the financial year 2018-19 as per details given below:

Type of Dividend Date of Board Meeting Rate of Dividend Per Share Dividend Total Outflow*
1st Interim Dividend August 23, 2018 15% per share Rs.1.50/- per share Rs.1,02,78,750/-

*excluding Dividend Distribution Tax paid by the Company

Total dividend payout for the financial year 2018-19 is Rs. 2.75/- per equity share of Rs. 10/- each.

Further, the details of unclaimed dividend and due dates for transfer of unclaimed dividend to IEPF account has been given in Notes to the Notice calling Eighth AGM.

6. Issue of Bonus Shares:

The Company had sufficient free reserves and profits to its credit. Hence, the Board in its meeting held on August 23, 2018 had decided that the Members of the Company be given the benefit of the reserves and surplus built by the Company and therefore, the Board recommended issue of 13,70,500 Equity Shares of Rs.10/- each as fully paid-up bonus shares in the ratio of 1:5 (i.e. 1 Equity Share for existing 5 Equity Shares) by capitalizing a sum of Rs. 1,37,05,000 (Rupees One Crore Thirty even Lacs Five Thousands Only) out of the Companys Profit and Loss account credit balance.

The approval of the Members was also taken in the 7th Annual General Meeting held on September 22, 2018. The said bonus shares were allotted in the Board Meeting held on October 9, 2018 to the members of the Company as on record date i.e. October 6, 2018. Further, the Company had listing and trading approval of the BSE for the said shares.

7. Extract of the Annual Return:

In accordance with Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is placed on the website of the Company and same can be downloaded by clicking on the following link: https://www.filtra.in/upload/investment/1563598134.MGT-9_EXTRACT_of_Annual_Return.pdf

8. Details of Subsidiary/Joint Ventures/Associate Companies;

During the year Company has incorporated two Subsidiary Companies viz. Of Water Private Limited and Innovative Technocare Private Limited. However, the Company did not have any Joint Venture or Associate Company during the year under review. The details of the performance of the said Subsidiaries are as follows:

a) Of Water Private Limited:

Of Water Private Limited has not started operation during the year under report.

b) Innovative Technocare Private Limited:

This was the first financial year/period of the Company. During the year the Company was able to successfully commence the business operation. The turnover of the Company during the period was Rs.1,907.21/- thousand which constitutes 0.35% of total consolidated turnover of Filtra Consultants and Engineers Limited. Further, the profit after tax (PAT) of the Company during the period was Rs.438.68/- thousand which constitutes 2.33% of total consolidated PAT of Filtra Consultants and Engineers Limited.

During the year under report no Company become or ceased to be joint ventures or Associate Companies. As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014, Form AOC-1 forms part of this report, appended as Annexure - 1

9. Auditors: a) Statutory Auditors:

At the 3rd Annual General Meeting held on September 30, 2014, M/s. Krunal M. Shah & Co. (Firm Registration No. 131794W), Chartered Accountants, were appointed as the Statutory Auditors of the Company for 5 consecutive financial years i.e. till the financial year 2018-19 who shall hold office till the conclusion of Annual General Meeting to be held for the financial year 2018-19. Accordingly, their tenure is valid till the conclusion of ensuing Annual General Meeting of the Company.

In terms of provisions of Section 139(1) of the Companies Act, 2013, it was proposed to re-appoint them as the Statutory Auditors of the Company for a further period of five financial years to hold the office till the conclusion of the Annual General Meeting to be held for the financial year 2023-24. The Company has received a certificate from the Auditors to the effect that there appointment, if made in ensuing Annual General Meeting, would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and expressed their willingness to act as Statutory Auditors of the Company. Accordingly, on the recommendation of the Audit Committee, the Board of Directors recommends to the shareholders in the ensuing Annual General Meeting appointment of M/s.Krunal M. Shah & Co. as Statutory Auditors of the Company for five years at a remuneration which would be decided by the Board at a later date. b) Internal Auditors:

M/s. CNK & Associates LLP was Internal Auditors of the Company for the financial year 2018-19. In compliance of provisions of Section 138 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2019-20.

c) Secretarial Auditors:

As required under section 204 of the Companies Act, 2013, the Board, on the recommendation of the Audit Committee, has appointed M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2019-20.

10. Auditors Report:

a) Statutory Audit Report:

The Auditors Report and annexure to the Auditors Report are self-explanatory and does not contain any observation/qualification therefore, no explanations to be provided for in this report.

b) Secretarial Audit Report:

The Secretarial Audit Report issued by M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries, who were appointed as the Secretarial Auditors of the Company for the financial year 2018-19, is appended as Annexure - 2 to the Boards Report. The Secretarial Audit Report for the financial year 2018-19 contains following observation of the Secretarial Auditor and the Management reply for the same is as under:

Sr. No. Secretarial Auditors Observation Management reply
1 The Company has deposited the amount of dividend in the Separate Bank Account with delay of 2 days from the date of declaration of dividend. The Company had set aside the funds for payment of dividend. The Company had submitted all the documents to the Bank for opening of a separate Bank account for Dividend however; there was delay in opening of bank account by the bank. Therefore, there was a delay and dividend amount was not deposited in separate bank account within prescribed time limit. As soon as account was opened, the Company has deposited the dividend amount in separate bank account within prescribed time limit.

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

As the Company is trading Company and not having any manufacturing activity, it does not require much energy to operate. Your Company has always considered energy and natural resource conservation as a focus area and has been constantly making efforts towards its conservation. Even though the operations of the Company are not energy-intensive, the Company on continuous basis has taken several sustainable steps voluntarily to contribute towards better environment. Select few steps are listed below: a) Installation of LED lights in all the offices of the Company, b) Side sun glass set up in the Registered Office to use the natural lights during day time, c) Cross ventilation and time based auto light sensors for less electricity consumption, d) Use of energy efficient electric equipment, and e) Educating employees and workers for energy conservation.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement and has not taken any steps to use alternate source of energy.

iii. The capital investment on energy conservation equipments:

The Company has not made any capital investment on energy conservation equipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Company is a trading Company hence; no efforts were made for technology absorption. However, the Company is keeping track worldwide on technological development of the products in which it deals to have competitive advantage.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company during the last three financial years.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange earnings and Outgo:

The Company is engaged in activates relating to trading of water treatment component/ equipment. The Company also engaged in exports activities and taking measures for increasing exports, developing new export markets and formulating export plans. Details of total foreign exchange used and earned on actual basis are given below:

(Amount in Rs. Thousands)
Particulars 2018-19 2017-18
Foreign exchange earned 1,636.23 39.18
Foreign exchange used 9,069.92 9,216.55

12. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including transactions entered at arms length under third proviso, in prescribed Form No. AOC -2 is appended as Annexure - 3 to the Boards Report.

13. Particulars of Loans, Guarantees or Investments under section 186:

During the year under report the Company has not given any loans or guarantees to any person however, the Company had incorporated two Subsidiary Companies during the year under report and made investment of Rs. 2,04,000/- each in the capital of the said Companies.

14. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the applicable Rules thereto and Articles of Association of the Company, Mrs. Anjali Khant (DIN: 03506175) retires by rotation at the ensuing AGM and, being eligible, offers herself for reappointment. On recommendation of Nomination & Remuneration Committee and Board Directors, Members in the 7th Annual General Meeting held on September 22, 2018, re-appointed Mr. Ketan Khant (DIN: 03506163) as Managing Director and Mrs. Anjali Khant (DIN: 03506175) & Mr. Ashfak Mulla (DIN: 03506172) as Whole-time Directors of the Company for a further period of three years w.e.f. April 1, 2018 i.e. till March 31, 2021 and also approved the increase in remuneration payable to them.

During the year, Mr.Rudolf Corriea had tendered his resignation as Chief Financial Officer w.e.f. April 30, 2018 and Ms. Jinal Rajesh Jain had also tendered her resignation as the Whole-time Company Secretary and Compliance Officer of the Company w.e.f. July 13, 2018. To fill the said casual vacancies, the Board of Directors, on recommendation of the Audit and Nomination & Remuneration Committee, in their meeting held on May 30, 2018 had appointed Ms. Vaishali Vijay Pai as the Chief Financial Officer and designated as Key Managerial Personnel with immediate effect. Also the Board, on recommendation of the Nomination & Remuneration Committee, in their meeting held on August 23, 2018 had appointed Mr. Parag Bodha (Membership No. 51284) as the Company Secretary and Compliance Officer designated as Key Managerial Personnel with immediate effect.

Mr. Abhay Nalawade (DIN: 00342055), Mr. Haresh Malusare (DIN: 02246773) and Mr. Yogesh Tavkar (DIN: 07011793), Independent Directors of the Company, are completing their first tenure of five financial years. In view of the same, on recommendation of Nomination and Remuneration Committee, the Board has proposed to re-appoint them as Independent Directors of the Company, not liable to retire by rotation for a second term of 5 (five) consecutive years. The detail of proposed re-appointment and relevant information has been furnished in the Notice convening the 8th AGM read with explanatory statement. The Board recommended their re-appointment to the Members. Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website at http://filtra.in/upload/investment/1535001740.Appointment_letter_of_ID.pdf

Brief resume of the Directors proposed to be appointed/re-appointed, relevant information as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards – 2 have been given in the Notice convening the ensuing AGM.

B. Board Evaluation:

The Board evaluation process is carried through a structured questionnaire which was prepared after taking into consideration inputs received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be filled in, consolidated and then evaluation was carried out.

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and terms of reference of Nomination and Remuneration Committee, the Committee in its meeting held on August 23, 2018 decided the manner of evaluation of performance of all the Directors of the Company, accordingly it was decided that performance of the Board, Committee and all the Directors, excluding Independent Directors, would be carried by Independent Directors and performance evaluation of Independent Directors would be carried by the Board of Directors once in year. In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each Independent Director was evaluated by the entire Board of Directors in its meeting held on August 23, 2018 (wherein the Director getting evaluated was absent) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed person and brought their rich experience to the deliberations of the Board. The performance of all the Non-independent Directors was evaluated by the Independent Directors at their separate meeting held on August 23, 2018. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders, etc. Independent Directors were of the unanimous view that all the Non-independent Directors were providing good business and leadership skills. The Independent Directors also reviewed and discussed the performance of the Board as whole and flow of information from Management to the Directors. They satisfied with the performance of the Board as a whole. Further, they have also evaluated the performance of the Chairman of the Company on various aspects such as Meeting dynamics, Leadership (business and people), Governance and Communication, etc. and expressed their satisfaction over the same.

C. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

15. Number of meetings of the Board of Directors:

The Board of Directors met Six (6) times during the financial year 2018-19. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting held during the year and attendance of Directors are given in table below:

Name of the Director 30.05.2018 23.08.2018 22.09.2018 09.10.2018 14.11.2018 06.03.2019
Mr. Ketan Khant Yes Yes Yes Yes Yes Yes
Mrs. Anjali Khant Yes Yes Yes Yes Yes No
Mr. Ashfak Mulla No Yes No Yes Yes Yes
Mr. Abhay Nalawade No Yes No Yes Yes Yes
Mr. Yogesh Tavkar Yes Yes Yes Yes Yes No
Mr. Haresh Malusare Yes Yes Yes Yes Yes Yes

16. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various Committees and other details are as follows:

A. Audit Committee:

The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies Act, 2013. As on March 31, 2019, the Audit Committee was comprised of three Independent Directors namely, Mr. Haresh Manohar Malusare (DIN: 02246773), Mr. Abhay Mahadeo Nalawade (DIN: 00342055) and Mr. Yogesh Vijay Tavkar (DIN: 07011793). Where Mr.Haresh Manohar Malusare (DIN: 02246773) acted as the Chairman of the Committee. Further, as on March 31, 2019, Mr. Parag Bodha, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

All the Members of the Audit committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.

All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

The details of number of Committee Meetings held during the year 2018-19 and attendance of Members of the Committee are given in table below:

Name of the Director 30.05.2018 23.08.2018 14.11.2018 06.03.2019
Mr. Haresh Manohar Malusare Yes Yes Yes Yes
Mr. Abhay Mahadeo Nalawade No Yes Yes Yes
Mr. Yogesh Vijay Tavkar Yes Yes Yes No

Details of establishment of Vigil mechanism cum Whistle Blower policy for Directors and employees:

The Company, pursuant to Section 177(9) of the Companies Act, 2013, has established Vigil mechanism cum Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization. Further, in appropriate and exceptional cases, there is direct access to approach Mr. Haresh Malusare (DIN: 02246773), the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Companys website at the link: http://www.filtra.in/upload/investment/1529333294.16.pdf .

B. Nomination & Remuneration Committee:

The Board has Nomination & Remuneration Committee in conformity with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2019, the Nomination and Remuneration Committee was comprised of three Independent Directors namely, Mr. Abhay Mahadeo Nalawade (DIN: 00342055), Mr. Haresh Manohar Malusare (DIN: 02246773) and Mr. Yogesh Vijay Tavkar (DIN: 07011793). Where Mr. Abhay Mahadeo Nalawade (DIN: 00342055) acted as the Chairman of the Committee. Further, as on March 31, 2019, Mr. Parag Bodha, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee.

The appointment of the Directors and Key Managerial Personnel is recommended by the Nomination & Remuneration Committee to the Board. Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMPs) of the Company who have ability to lead the Company towards achieving sustainable development. The said Policy also covers the matters related to the remuneration of Directors, Key Managerial Personnel and Senior Managerial Personnel. A copy of the policy is appended as Annexure - 4 to the Boards Report.

The Details of remuneration paid to the Directors are given in form MGT-9.

The details of number of meetings of the Nomination & Remuneration Committee held during the year 2018-19 and attendance of Members of the Committee are given in table below:

Name of the Director 30.05.2018 23.08.2018
Mr. Haresh Manohar Malusare Yes Yes
Mr. Abhay Mahadeo Nalawade No Yes
Mr. Yogesh Vijay Tavkar Yes Yes

C. Stakeholders Relationship Committee:

The Company has always valued its investors and stakeholders. In order to ensure the proper and speedy redressal of shareholders/investors complaints, the Stakeholders Relationship Committee was constituted. The role of the Committee is to consider and resolve securities holders complaint and to approve/ratify transfer of securities. The constitution and terms of reference of the Stakeholders Relationship Committee is in conformity with the provisions of Section 178(5) of the Companies Act, 2013. As on March 31, 2019, the Stakeholders Relationship Committee was comprised of Mr. Yogesh Vijay Tavkar (DIN: 07011793), Mr. Abhay Mahadeo Nalawade (DIN: 00342055) and Mr. Haresh Manohar Malusare (DIN: 02246773). Where Mr. Yogesh Vijay Tavkar (DIN: 07011793) has acted as the Chairman of the Committee.

The details of number of Committee Meetings held during the year 2018-19 and attendance of Members of the Committee are given in table below:

Name of the Director 30.05.2018 23.08.2018 14.11.2018 06.03.2019
Mr. Yogesh Vijay Tavkar Yes Yes Yes No
Mr. Abhay Mahadeo Nalawade No Yes Yes Yes
Mr. Haresh Manohar Malusare Yes Yes Yes Yes

17. Management Discussion & Analysis Report:

In accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is appended as Annexure - 5 of the Boards Report.

18. Directors Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) in the preparation of the annual accounts for the financial year ended on March 31, 2019, the applicable accounting standards have been followed and that there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 ended on March 31, 2019 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2019; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2019.

19. Managerial Remuneration:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Boards Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2018-19, is appended as Annexure – 6 to the Boards Report.

The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2018-19, is appended as Annexure - 7 to the Boards Report.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission from any of its Subsidiary Company.

20. Report on Corporate Governance:

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. We have implemented best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions.

As per regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions contained in the said Regulations are not applicable to your Company hence your Company is not required to give report on Corporate Governance. Even though the provisions of Corporate Governance are not applicable to the Company, the Company is in words and spirit follows the most of the provisions of Corporate Governance.

21. Cost Records:

As the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 was not applicable on the Company; the Company was not required to maintain Cost records.

22. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. All the risks are identified at various levels and suitable mitigation measures are thereafter adopted. These are subjected to a quarterly review by the Audit Committee as well as the Board. Accordingly, management of risk has always been an integral part of the Companys ‘Strategy of Organisation and straddles its planning, execution and reporting processes and systems. Backed by strong internal control systems, the current Risk Management Framework consists of the following key elements:

? The Risk management policy approved by the Board, clearly lays down the roles and responsibilities of the entity in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter-alia, provides the foundation for your Companys Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across your Company and independent monitoring and reporting by Internal Auditors.

• Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

• The Audit Committee of the Board reviews Internal Audit findings and provides strategic guidance on internal controls. The Audit Committee closely monitors the internal control environment within your Company including implementation of the action plans emerging out of internal audit findings.

• The Company has appointed Internal Auditors and Secretarial Auditors to comply with the various provisions and compliances under applicable laws.

23. Internal Control System and their Adequacy:

Adequate internal controls, systems and checks are in place, which commensurate with the size of the Company and the nature of its business. The Management exercises financial control on the operations through a well defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically review the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place.

24. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has Policy on Prevention of Sexual Harassment at work place. The Company has not received any complaints pertaining to sexual harassment during the financial year 2018-19. Your Directors state that Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. Secretarial Standards:

The Company has complied with the applicable Secretarial Standard, as issued by the Institute of Company Secretaries of India and notified by the Central Government.

26. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/event on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise as no such shares were issued;

b) Issue of shares (including sweat equity shares) to employees of the Company as no such scheme was drawn;

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013);

d) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report;

e) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future;

f) Details relating to deposits covered under Chapter V of the Act;

g) Details in respect of frauds reported by Auditors under sub-section (12) of Section 143 other than those which are reportable to the Central Government, as there was no such frauds reported by the Auditors; and

h) Reporting on Corporate Social Responsibility as the Company does not attract any of the criteria as mentioned in Section 135(1) of the Act.

27. Acknowledgments:

Your Directors take this opportunity to thank Filtras customers, Members, suppliers, bankers, business partners and associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

Finally, your Directors would like to record sincere appreciation to all the employees of the Company for their hard work and commitment.

For and on behalf of Board of Directors

Filtra Consultants and Engineers Limited,

Sd/-

Ketan Khant

Chairman and Managing Director (DIN: 03506163)

Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai – 400019

Date: July 23, 2019

Place: Mumbai