Your Directors have pleasure in presenting to you the 30th financial
statements together with audited balance sheet, profit and loss account and cash flow
statement of the Company, for the year ended 31st March 2023.
Company Performance:
[In Lakhs]
| Particulars |
31.03.2023 |
31.03.2022 |
| Revenue from Operation |
41.64 |
135.02 |
| Other Income |
1.19 |
6.44 |
| Total revenue from operation |
42.83 |
141.46 |
| Gross Profit/(loss)before interest and |
0.94 |
113.42 |
| Depreciation |
|
|
| Less : Interest |
63.35 |
54.64 |
| Profit before Depreciation |
(62.41) |
58.78 |
| Less: Depreciation |
3.79 |
5.22 |
| Net Profit/ loss for the Year |
(66.20) |
53.56 |
| Income Tax for earlier years |
0.00 |
0.00 |
| Profit / Loss for the year |
(66.20) |
53.56 |
| Opening balance Loss brought forward |
-1782.20 |
-1835.76 |
| Closing Balance of Reserves A/c. |
-1848.40 |
-1782.20 |
Review of Operations:
During the year the business had a revenue of Rs.42.83 Lakhs (PY: Rs.141.46) which
includes other income of Rs.1.19 Lakhs [Rs.6.44 Lakhs] . The profit after tax was at Rs.
(66.20) Lakhs (PY: -Rs. 53.56]. The decrease of revenue from operation mainly due to only
lease rent income only.
Dividend:
Due to the continuous loss, the board of directors unable to declared any dividend for
the yearended 31st March 2023.
Shares [As per the Companies (Share Capital and Debentures) Rules, 2014 a) Equity
shares with differential rights: The Company has not issued any equity share with
differential rights during the period under review. b) Buy Back of Securities: The Company
has not bought back any of its securities during the period under review. c) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the period under review. d)
Bonus Shares: No Bonus Shares were issued during the period under review. e) Employees
Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
Reserves:
During the financial year, the company has not transferred any amount to reserve
account.
Transfer of unclaimed Divided to Investor Education and Protection Fund
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last years.
Directors
Mrs.Nidhi Gupta will retire by rotation at the ensuing Annual General Meeting under
Section 152 of the Companies Act, 2013 and being eligible, she offers himself for
re-appointment.
Mr Kanaram [DIN 05332461], Independent Director resigned from the board with effect
from 04th March, 2023 and the same has been approved at the board meeting dated
29th April, 2023. The Board places on record its appreciation for the
assistance and guidance provided by MR KANA RAM during his tenure as Independent Director
of the Company
The board propose Ms. Payal Bafna (DIN: 09075302) as an Independent Director of the
Company for a period of 5 (five) years with effect from 29th April, 2023 subject to the
approval of members.
Consequent upon resignation of Mr Kana Ram (DIN: 05332461), Independent Director and
appointment of Ms Payal Bafna (DIN: 09075302), Additional Director (Under Independent
Category), Board approved the reconstitution of the Board Committees w.e.f. 29th April,
2023.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Key managerial personnel:
Ms Nidhi Gupta, Managing Director, Mr Hemant Kumar Gupta, CFO and Ms Kirtishree Agarwal
Company Secretary are the key managerial personal as per Section 203 of the Companies Act,
2013.
Particulars of loans, guarantees or investments made under section 186 of the Companies
Act, 2013
There were no loans, guarantees or investments made by the Company under Section 186 of
the Companies Act, 2013 during the year under review and hence the said provision is not
applicable.
Internal control system and their adequacy
The Company has an Internal Control System, Commensurate with its size, scale and
complexity of its operations. Audit Committee reviews internal audit reports and oversees
the internal control system of the Company.
Human resources
The HR strategy and initiatives of your Company are designed to effectively partner the
business in the achievement of its ambitious growth plans and to build a strong leadership
pipeline for the present and several years into the future.
Status of the company under SICA
BIFR in its meeting held on 27/09/2012 has approved Modified Draft Rehabilitation
Scheme. The board has taken necessary steps to implement the above said scheme.
Meetings
A Calendar of Meetings is prepared and circulated in advance to the Directors. The
details of which are given in the Corporate Governance Report.
Details of Policy Developed and Implemented by the Company on its Corporate Social
Responsibility Initiatives
The company is not been covered under Section 135 of the Companies Act, 2013. Hence
this provision of Section 135 is not applicable.
Subsidiaries, Joint Ventures and Associate Companies
The Company does not have any Subsidiary, Joint venture or Associate Company during the
year under review.
Declaration of Independent Directors
All the Independent Directors of the Company have furnished necessary declaration in
terms of Section 149(6) of the Act affirming that they meet the criteria of independence
as stipulated under the Act. In the opinion of the Board, all the Independent Directors
fulfill the conditions specified in the Companies Act, 2013 and Rules made thereunder and
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and are
independent of the Management.
Details of Significant and material orders passed by the Regulators, Courts and
Tribunals
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company’s operations in future.
Directors Responsibility Statement
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submit its responsibility Statement:
a) the preparation of the annual accounts, the applicable accounting standards had 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 at the end of the financial period and of the profit and loss of
the company for that period; c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; d) the directors had prepared the annual accounts on a going concern
basis; e) That proper internal financial control was followed by the company and that such
internal financial controls are adequate and were operating effectively; and f) the
directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Policy on Appointment and Remuneration of Directors
Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration
Committee of the Board of the Company has formulated the criteria for Board nominations as
well as policy on remuneration for Directors and employees of the Company
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their Remuneration.
Nomination and Remuneration policy is guided by a common reward framework and set of
principles and objectives as particularly envisaged under section 178 of the Companies Act
2013, inter alia principles pertaining to determining qualifications, positives
attributes, integrity and independence etc.
Related party transactions
All related party transactions that were entered during the year under review were on
an arms length basis and were in ordinary course of business. All related party
transactions are placed before the Audit Committee for approval. There are no materially
significant related party transactions during the year which may have a potential conflict
with the interest of the company at large. Necessary disclosures as required under
Accounting Standard (AS 18) have been made in the notes to the Financial Statements.
Annual performance evaluation
In line with the criteria evolved by the Nomination and Remuneration Committee, the
performance of all Directors, Committees, Chairman etc., have been valuated pursuant to
the provisions of the Act, Listing Agreement and SEBI (LODR) Regulations, 2015
As part of the performance evaluation process, an evaluation questionnaire based on the
criteria as finalized in consultation with the Directors together with supporting
documents was circulated to all the Board members in advance. The Directors evaluated
themselves, the Chairman, other Board Members, the Board as well as functioning of the
Committees viz., Audit, Nomination & Remuneration, Risk Management, Stakeholders
Relationship Committees on the basis of well- defined evaluation parameters as set out in
the questionnaire. The duly evaluated questionnaire was received back from the Chairman
and all the other Directors.
The Board reviewed the process of evaluation of the Board of Directors and its
Committees including Chairman and the Individual Directors. The independent directors of
the Company have also duly convened a separate meeting during the year for this purpose.
Vigil mechanism/ whistle blower policy
Pursuant to the requirements of Section 177 of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a vigil mechanism (Whistle Blower Policy) for the employees and Directors as
an avenue to voice concerns relating to unethical behavior actual or suspected fraud or
violation of the Companys code of conduct.
The Ombudsperson appointed by the Board deals with the complaints received and ensures
appropriate action. The mechanism also provides adequate safeguards against victimization
of persons using the mechanism and provides direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases. No employee was denied access to the Audit
Committee.
Particulars of employees
There are no employees drawing salaries in excess of the limit prescribed under Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014.
Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo
The particulars required under Section 134(3) (m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 for the period ended on March 31ST,
2023 are as under:
A. Conservation of Energy: The company has no activity relating to conservation of
energy or technology absorption, since it’s a service organization. Hence
Conservation of energy and technology absorption does not apply to this company. However,
adequate measures for conservation have been taken to reduce energy consumption. B. The
Company has not absorbed any technology C. There was no foreign exchange earnings D. There
was no outgo of foreign exchange earnings
Policy on sexual harassment:
Suitable policy has been made and implemented by the company to prevent sexual
harassment at workplace. Internal Complaints Committee has been set up to redress
complaints received regarding sexual harassment. All employees including contractual,
permanent, temporary, trainees are covered under this policy. During the financial period
ended 31st March, 2023, the Company has not received any complaints pertaining
to sexual harassment.
Auditors
The Members appointed M/s TV Subramanian and Associates (FRN No. 007433S) as the
Statutory
Auditors of the Company for a period of 5 years from the conclusion of 29 AGM (2022)
till the conclusion of 34th AGM (2027).
The Company has received confirmation from the firm regarding their consent and
eligibility under sections 139 and 141 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014 for appointment as the Auditors of the Company.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the
requirement of seeking ratification of appointment of statutory auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 30th AGM.
Annual Return
Pursuant to section 92(3) read with section 134(3)(a) of the Companies Act, 2013 the
Annual return as on 31 March 2023 is available on the company’s Website
http://floratextiles.in/investors.html
Explanation or comments on qualifications, reservations or adverse remarks or
disclaimers made by the auditors / secretarial auditor in their reports
There were no qualifications, reservations or adverse remarks made by the Auditors in
their report.
Mr A C Saravan, Practicing Company Secretary was appointed to undertake the Secretarial
Audit of the Company. The Report of Secretarial Audit is annexed herewith as Annexure A.
Reply To Qualification Given By The Secretarial Auditor:
1) Our company signatory details in MCA contained the details of Disabled DIN holder.
Due to technical issue in the MCA website, the company is unable to file form INC-22A and
regularization of appointment of Mr INDARCHAND PRAJAPATHI [DIN 07655675] and Mr R
HEMCHANDGUPTA [DIN 08270656]. The board has raised the compliant before MCA help desk and
Registrar of Companies, Coimbatore and it is yet to be unresolved.
2) Due to technical reason, the company unable to restore the website. The board has
taken severe steps to restore the same. Once the website is ready, the board will file
information required under Regulation 46 and 62 of SEBI (LODR) Regulations 2015 on BSE
Listing Centre
3) For other non compliances, the Board has taken all necessary steps to comply the
same.
Corporate governance
Your Company is committed to maintaining the standards of Corporate Governance. A
report on Corporate Governance, along with a certificate from the Statutory Auditors on
compliance with Corporate Governance norms forms a part of this report.
The Corporate Governance Report of your company as on 31.3.2023 is enclosed for your
perusal as Annexure B.
Material changes and commitments
There are no material changes and commitments in the business operations of the Company
from the financial year ended 31st March, 2023 to the date of signing of the
Directors Report.
Acknowledgement
The Board wishes to place on record of their appreciation for the good work done by the
employees, bankers and share holders of the company.
|
By Order of the Board |
|
INDARCHAND PRAJAPATHI |
|
Chairman |
|
[DIN 07655675] |
| Date: 27.05.2023 |
|
| Place: Coimbatore |
|
+91-9892691696
