To
The Members
Filtron Engineers Limited
Your Board of Directors is pleased to present 41st Annual Report of Filtron
Engineers Limited (hereinafter referred to as "the Company") covering
the business, operations and Audited Financial Statements of the Company for the financial
year ended March 31, 2023.
1. Financial Highlights:
The standalone financial performance of your Company for the year ended March 31, 2023
is summarised below:
Particulars |
2022-2023 |
2021-22 |
| Revenue from Operation |
- |
- |
| Other Income |
900.35 |
7,762.38 |
Total Revenue |
900.35 |
7,762.38 |
Profit/ (Loss) Before Exceptional Item |
(6,402.60) |
4,842.61 |
| Exceptional Item |
- |
- |
Profit/ (Loss) Before Tax |
(6,402.60) |
4,842.61 |
Tax |
1,312.06 |
- |
Profit/ (Loss) After Tax |
(5,090.54) |
4,842.61 |
2. Change in the Nature of Business, If any:
There has not been any change in the nature of business of the Company during the
Financial Year ended on March 31, 2023.
3. Company Performance/ Review of Operation:
The Company is in lookout for new projects and accordingly the Management is taking
steps for the same.
Further, Company is in process of revocation of suspension in the trading of securities
of Company on BSE Limited.
4. Subsidiaries and Joint Ventures:
As on March 31, 2023, according to the Companies Act, 2013 and rules made there under
the Company does not have any Subsidiary Company, Associate Company and Joint Venture
Company. Considering this, ‘Form AOC – 1 is not applicable.
5. Dividend:
Considering the fact, that the Company stopped its business operations, your Directors
have decided not to recommend any dividend on the equity shares for the year ended March
31, 2023.
6. Reserves:
Your Company does not propose to transfer any amount to the reserves for the financial
year 2022-23.
7. Share Capital:
During the year under review there is no change in Share capital of the Company
8. Material changes affecting the Company:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and the date of this report. There has
been no change in the nature of business of the Company.
9. Deposits:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the
requirement of furnishing details relating to Deposits covered under Chapter V of the Act
or the details of Deposits that are not in compliance with Chapter V of the Act is not
applicable.
10. Directors and Key Managerial Personnel:
a. Appointment/ Reappointment/ Cessation
During the year under review, there has been following changes in the Composition of
the Board of Directors and Key Managerial Personnel of the Company.
1. Mr. Prabhakar Hegde has resigned from the post of Non-Executive Independent Director
of the Company w.e.f April 12, 2022
2. Mr. Gajanan Hegde has been appointed as Additional Non-Executive Independent
Directors of the Company on November 11, 2022 with immediate effect subject to the
approval of shareholders of the Company at the ensuing 41st Annual General
Meeting.
Accordingly, an appropriate resolution for the appointment of Mr. Gajanan Hegde as
Non-Executive Director of the Company is being placed for the approval of the shareholders
of the Company at the 41st AGM. The Board of Directors of the Company
recommends his appointment as Non-Executive Director of the Company
3. Mr. Tanaji Kadu has been appointed as Additional Non-Executive Independent Directors
of the Company on November 11, 2022 with immediate effect subject to the approval of
shareholders of the Company at the ensuing 41st Annual General Meeting.
Accordingly, an appropriate resolution for the appointment of Mr. Tanaji Kadu as an
Independent Director of the Company is being placed for the approval of the shareholders
of the Company at the 41st AGM for the period of 5 (Five) years with effect
from November 11, 2022. The Board of Directors of the Company recommends his appointment
as an Independent Director of the Company
4. Mr. Venkat Giri has resigned from the post of executive Director of the Company
w.e.f. January 25, 2023
5. Ms. Vidhi Thakkar has resigned from the post of executive Director of the Company
w.e.f. January 25, 2023
6. Re-appointment of Mr. Sadanand Hegde (DIN: 00195106) as Whole-time Director of the
Company for the period of 5 years w.e.f. February 11, 2023 who has attained the age of 75
years, subject to approval of shareholders of the Company.
b. Director liable to retire by rotation
As per the provisions of Section 152 of the Companies Act, 2013, Mr. Atul Thakkar,
Non-Executive Director, whose office is liable to retire at the ensuing 41st
AGM, being eligible, seeks re-appointment. The notice convening the 41st AGM to
be held on December 22, 2023 sets out the details.
c. Other Appointments/ Resignations
i. Ms. Nivedita Sen was appointed as an as Additional Director in the category of
Non-Executive Independent Director of the Company in their Board meeting held on November
13, 2023 with immediate effect subject to the approval of shareholders of the Company at
the 41st Annual General Meeting.
Accordingly, an appropriate resolution for the appointment of Ms. Nivedita Sen as an
Independent Director of the Company is being placed for the approval of the shareholders
of the Company at the 41st AGM for the period of 5 (Five) years with effect
from November 13, 2023. The Board of Directors of the Company recommends her appointment
as an Independent Director of the Company
ii. Ms. Raina Ajmera, a member of Institute of Company Secretaries of India has been
appointed as Company Secretary and Compliance Officer of the Company w.e.f. April 15,
2023.
11. Declaration by Independent Director:
The Company has received the necessary declaration from each Independent Director under
Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid
down in Section 149(6) of the Companies Act, 2013 along with a declaration received
pursuant to sub-rule 3 of rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They have also furnished the declaration pursuant to Regulation
25(8) of the SEBI Listing Regulations affirming compliance to the criteria of Independence
as provided under Regulation 16(1)(b) of the SEBI Listing Regulations.
Based on the declarations and confirmations of the Independent Directors and after
undertaking due assessment of the veracity of the same, the Board of Directors recorded
their opinion that all the Independent Directors are independent of the Management and
have fulfilled all the conditions as specified under the governing provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.
Further, the Independent Directors have also confirmed that they have complied with the
Companys code of conduct. Also, the separate meeting of the Independent Directors has
been duly convened and held.
12. Statement of Board of Directors:
The Board of Directors of the Company is of the opinion that all the Independent
Directors of the Company possess highest standard of integrity, relevant expertise and
experience required to best serve the interest of the Company.
13. Familiarisation Programme for the Independent Director:
In compliance with the requirements of SEBI Listing Regulations, the Company has put in
place a Familiarization Programme for the Independent Directors to familiarize them with
the Company, their roles, rights, responsibilities in the Company, nature of the industry
in which the Company operates, business model etc. 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. Details of the Familiarization
Programme conducted are available on the website of the Company https://www.filtronindia.com/
14. Evaluation of Board Performance:
Pursuant to Section 134(2) of the Companies Act, 2013 read with the Rules issued
thereunder and SEBI (Listing Obligations and Disclosure Requirements) 2015, the Board
carried out the annual performance evaluation of the Board of Directors as a whole,
Committees of the Board and individual Directors.
The parameters for performance evaluation of the Board include composition of the
Board, process of appointment to the Board of Directors, common understanding of the roles
and responsibilities of the Board members, timelines for circulating board papers, content
and the quality of information provided to the Board, attention to the Companys long term
strategic issues, evaluating strategic risks, overseeing and guiding acquisitions etc.
Some of the performance indicators for the Committees include understanding the terms of
reference, effectiveness of discussions at the Committee meetings, information provided to
the Committee to discharge its duties and performance of the Committee vis-?-vis its
responsibilities.
Performance of individual Directors was evaluated based on parameters such as
attendance at the meeting(s), contribution to Board deliberations, engagement with
colleagues on the Board, ability to guide the Company in key matters, knowledge and
understanding of relevant areas and responsibility towards stakeholders. All the Directors
were subject to self-evaluation and peer evaluation.
The performance of the Independent Directors was evaluated taking into account the
above factors as well as independent decision-making and non-conflict of interest.
Further, the evaluation process was based on the affirmation received from the Independent
Directors that they met the independence criteria as required under the Companies Act,
2013 and Listing Regulations, 2015.
Subsequent to the evaluation done in the financial year 2022-23, some action areas have
been identified for the Board to engage itself with. These include review of your
Companys goals, strategy, capability gaps, competitive landscape, technological
developments, SWOT analysis, etc. and also a thorough review of key issues facing the
Company. All these will be suitably dealt with by the Board. Details of the evaluation
mechanism are provided in the Corporate Governance Report.
15. Board Meetings:
The Board met 5 (Five) Times during the financial year at the Registered
Office of the Company.
The Board Meetings were held on May 25, 2022, August 13, 2022, November 11, 2022,
January 25, 2023 and February 11, 2023. The meeting of the Board had been conducted at
regular interval with a time gap of not more than 120 days between two consecutive
meetings.
16. B oard Committee:
The Board currently has the following Committee:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholder Relationship Committee
Composition of Committees Audit Committee |
Nomination and Remuneration Committee |
Stakeholder and Relationship Committee |
Tanaji Kadu – Chairperson Atul Harilal Thakkar - Member |
Tanaji Kadu – Chairperson Atul Harilal Thakkar - Member |
Tanaji Kadu – Chairperson Gajanan Hegde – Member |
| Gajanan Hegde - Member |
Gajanan Hegde - Member |
Sadanand Hedge – Member |
17. Nomination and Remuneration Policy:
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of
the Nomination & Remuneration Committee, the Board has adopted the Nomination &
Remuneration Policy for selection and appointment of Directors, Senior Management
including Key Managerial Personnel (KMP) and their remuneration. The details of this
policy have been placed on the website of the Company at https://www.filtronindia.com/
18. Management Discussion and Analysis Report:
Management Discussion and Analysis Report for the year under review, giving detailed
analysis of the Companys operations as stipulated under Regulation 34 of SEBI (LODR)
Regulations, is presented in a separate section forming part of the Annual Report.
19. Secretarial Standards:
The Company has tried to comply with the applicable Secretarial Standards issued by the
Institute of the Company Secretaries of India.
20. Related Party Transactions:
All related party transactions are placed before the Audit Committee for its review and
approval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis for
a financial year, for the transactions that are of foreseen and repetitive in nature. The
statement giving details of all related party transactions entered into pursuant to the
omnibus approval together with relevant information are placed before the Audit Committee
for review and updated on a quarterly basis.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and at Arms Length basis. During the year under review, the Company has not
entered into any contracts/ arrangements/ transactions with related parties that qualify
as material in accordance with the Policy of the Company on materiality of related party
transactions. Hence, the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Companies Act, 2013 in ‘Form AOC-2 is not
applicable.
The details of such related party transactions are available in the Notes to the
Standalone financial statements section of this Annual Report.
21. Internal Financial Control:
The Company has started to designed and implemented a process-driven framework for
Internal Financial Control (‘FC) within the meaning of the explanation to Section
134(5)(e) of the Companies Act, 2013.
For the year ended March 31, 2023, the Board is of the opinion that the Company needs
to have a soundInternal Financial Control in the Company.
22. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force), the Board of Directors of
your Company confirms that:
a. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures
b. the Directors had 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 as at March 31, 2023 and of the profit
and loss of the company for that period.
c. the Directors 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. the Directors have prepared the annual accounts on a going concern basis
e. the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and are operating
effectively
f. the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
23. Audit Reports and Auditors: Statutory Auditors:
M/s. S.H. Sane & Co, Chartered Accountants (FRN: 114491 W) were appointed as
Statutory Auditors of the Company at the AGM held on February 28, 2023 for a term of 5
(five) consecutive years and hold office upto the conclusion of the AGM to be held for the
year 2027. The Statutory auditors report for the financial year 2022-23 on the financial
statement on the Company forms a part of this Annual Report. The said report do contains
qualifications, reservation or adverse remark which calls for any further comments or
explanation. Reply for the same is mentioned below:
1. Management of the Company are finding viable option to change the status of
Company as going concern Company.
2. Further, Management of the Company took note of all the points of the Auditor
and working on the same.
No frauds have been reported by the auditor for the financial year 2023.
Secretarial Auditor and audit report:
Being a publicly listed Company, the Company is required to annex a Secretarial Audit
Report from a Company Secretary in Practice with the Board Report for the said purpose, on
the recommendation of the Audit Committee, the Company appointed Ms. Pooja Amit Gala
Practicing Company Secretaries in accordance with provisions of Section 204 of the
Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 to conduct the secretarial audit of the Company for the
financial year 2022-2023. The Secretarial Audit Report in Form No. MR -3 for the
financial year ended March 31, 2023, is annexed herewith as an ‘Annexure–I
to this Boards Report.
There is various observation given by the secretarial Auditor in their report for the
financial year ended March 31, 2023 for which following is the explanation:
The Company was facing hardship during the previous financial year which has impacted
the timely Statutory and ethical Compliance. However, the management of the Company has
deliberately discussed the issues internally and has started to take adequate measure for
the compliances in future.
24. Significant and material orders:
There were no significant and material orders passed by the regulators or courts or
tribunals impacting the Companys going concern status and/or its future operations.
25. Establishment of Vigil Mechanism / Whistle Blower Policy:
As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act), the
Company is required to establish an effective Vigil Mechanism for directors and employees
to report genuine concerns.
The Company has a Whistle-blower Policy to encourage and facilitate employees to report
concerns about unethical behavior, actual/ suspected fraud and violation of the Companys
Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the
requirements of Vigil Mechanism under the Companies Act, 2013. The policy provides for
adequate safeguards against victimization of persons who avail the same and provides for
direct access to the Chairperson of the Audit Committee. The policy also establishes
adequate mechanisms to enable employees to report instances of leaks of unpublished
price-sensitive information. The Audit Committee of the Company oversees the
implementation of the Whistle-Blower Policy.
The Company has disclosed information about the establishment of the Whistle Blower
Policy on its website https://www.filtronindia.com/
During the year, no person has been declined access to the Audit Committee, wherever
desired.
26. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company and is accessible at Companys
website at https://www.filtronindia.com/
27. Particulars of Loans, Guarantees or Investments:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act, are given in the notes to the Financial Statements.
28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information on conservation of energy, technology absorption, and foreign exchange
earnings and outgo as stipulated under Sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the rule 8 of the Companies (Accounts) Rules, 2014, are enclosed as ‘Annexure-II
to this Boards report.
29. Particulars of Employees and Related Disclosures:
In terms of compliance with provisions of Section 197(12) of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the particulars of remuneration to the Directors and employees of the Company and the
details of the ratio of remuneration of each director to the median employees
remuneration is annexed herewith as "Annexure-III" to this Boards
Report.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
employee(s) drawing remuneration in excess of limits set out in said rules forms part of
this Boards Report in Annexure if any.
30. Disclosure Regarding Prevention of Sexual Harassment:
Your company was not required to constitute Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
as there are less than 10 employees in the company.
31. Disclosure under Section 67 (3) (c) of the Companies Act, 2013:
No disclosure is required under section 67 (3) (c) of the Companies Act, 2013 read with
Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the
said section are not applicable.
32. Reporting of Frauds by Auditors:
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its officers or employees as specified under Section 143(12) of the
Companies Act, 2013.
33. Risk Management:
The Risk Management framework enables identification and evaluation of business risks
and opportunities, seeks to create transparency, minimize adverse impact on business
objectives and enhance the Companys competitive advantage. The Company has adopted a Risk
Management Policy pursuant to Section 134 of Companies Act, 2013. The Company has robust
risk management framework to safeguard to Organization from various risk through adequate
and timely actions. The elements of risk as identified for the Company are set out in the
Management Discussion and Analysis Report forming the part of this Annual Report.
34. Acknowledgement:
Your directors would like to express their appreciation for the assistance and
co-operation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors take on record
their deep sense of appreciation to the contributions made by the employees through their
hard work, dedication, competence, support and co-operation towards the progress of your
Company.
For and on behalf of the Board of Directors of
Filtron Engineers Limited
Sd/-
Sadanand Ganapati Hegde
Chairperson and Whole-time Director
DIN: 00195106
Place: Pune
Date: November 13, 2023
C/o: Plot No.36, WMDC Industrial Area,
Ambethan Road, Chakan, Pune – 410501,
Maharashtra, India
+91-9892691696
