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Texel Industries Ltd Directors Report

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Jul 18, 2024|03:47:00 PM

Texel Industries Ltd Share Price directors Report

To,

The Members,

Your Directors take pleasure in presenting the 34th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE:

The financial performance of your Company on standalone basis for the Financial Year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars

Financial Year ending

31st March, 2023 31st March, 2022
Total Revenue 10030.06 9204.74
Profit/ (Loss) before Interest, Depreciation & Tax (EBIDTA) (97.04) 652.69
Less: Finance Cost 474.22 335.83
Less: Depreciation 526.91 141.82
Profit/ (Loss) Before Tax (PBT) (1098.16) 175.04
Less: Provisions for Taxation including Deferred Tax (9.52) 46.26
Profit/ (Loss)for the Year (1088.64) 128.78
Other Comprehensive Income 3.48 3.48
Total Comprehensive Income for the Year (1085.16) 132.26

The Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

2. PERFORMANCE AT A GLANCE ON STANDALONE BASIS:

During the Financial Year 2022-23, the Company achieved total Revenue of Rs.10,030.06 lakhs in the current year, against Rs.9,204.74 lakhs in the previous year, thereby registering an increase of 8.97% as compared to the previous year. The Company has registered a Loss of Rs.1088.64 lakhs in the current year, against Profit of Rs.128.78 lakhs in the previous year, thereby registering a decrease in the Net Profit as compared to the previous year.

3. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate on the date of this report.

4. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year 2022-23.

5. DIVIDEND:

Due to loss in the financial year ending on 31st March, 2023; the Board of Directors has not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31st March, 2023.

6. TRANSFER TO RESERVES:

During the Financial Year 2022-23, no amount has been transferred to any reserves.

7. DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force)from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

8. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2023 stands at Rs.83,396,890/- i.e. 83,39,689 Equity Shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

9. SUBSIDIARY COMPANY:

The Company has a Wholly Owned Subsidiary Company in the name of "Texel Industries (Africa) Limited" (hereinafter referred as WOS).

During the period under review, the Board of Directors reviewed the affairs of its WOS. In accordance with Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements of the Company and its WOS in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of the WOS in Form AOC-1 forms an integral part of this report and is annexed as Annexure - F.

10. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:

The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The said policy is available on the website of the Company viz. www.geotexelin.com and can be downloaded from the weblink: https://geotexelin.com/wp-content/uploads/bsk-pdf- manager/Policy for determining Material Subsidiary 141.pdf

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure - A.

12. CORPORATE GOVERNANCE REPORT:

Your Company always endeavors to adhere to the highest standards of corporate governance, which are within the control of the Company. A comprehensive Report on Corporate Governance inter-alia highlighting the endeavors of the Company in ensuring transparency, integrity and accountability in its functioning has been incorporated as a separate section, forming a part of the Annual Report as Annexure B. The certificate issued by the Statutory Auditors on Compliance with Corporate Governance is annexed to the Report on Corporate Governance.

13. ANNUAL RETURN:

Pursuant to the amendments in Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Companys website and can be accessed https://www.geotexelin.com/wp-content/uploads/2023/08/Annual-Return-2022-23.pdf

14. RELATED PARTY TRANSACTIONS:

All related party transactions are placed before the Audit Committee for approval. The omnibus approval is obtained on a yearly basis for related party transactions which are of repetitive nature. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review and approval on a quarterly basis.

All the related party transactions for the year under review were in the ordinary course of business and at an arms length basis and therefore disclosure in Form AOC-2 is not required.

No material related party transactions, were entered with related parties during the year under review.

The details of the related party transactions as per Indian Accounting Standard (Ind-As) are mentioned in Note[No. 40] in the notes to the accounts of the Financial Statements.

The Company has a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The said policy is available on the website of the Company viz. www.geotexelin.comand can be downloaded from the weblink: http://geotexelin.com/ wp-content/uploads/bsk-pdf-manager/Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions 142.pdf

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL &PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report is attached as Annexure - C.

The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section

136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.

16. PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not granted any loans or provided any guarantees or made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review.

For details of investments made in shares of Wholly Owned Subsidiary Company (WOS), M/s. Texel Industries (Africa) Limited, please refer Note [No.3] and for loans granted to WOS, please refer Note [No.4] of the Standalone Financial Statements forming part of the Annual Report for F.Y. 2022-23.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment/ Resignation during the Financial Year:

(i) Mr. Shailesh R Mehta, Managing Director of the Company was re-appointed for a period of 3 years w.e.f. 15.02.2023.

(ii) Ms. Shweta Sultania resigned from the post of Company Secretary w.e.f. 15.07.2022.

(iii) Mr. Vikram Patel resigned from the post of Chief Financial Officer w.e.f. 16.07.2022.

(iv) Mr. Harsh Hirapara was Company Secretary during the period from 15.07.2022 to 30.09.2022.

(v) Mr. Pallav Vasavada was appointed as Chief Financial Officer w.e.f. 12.01.2023.

(vi) Ms. Dhruvi Patel was appointed as Company Secretary w.e.f. 25.03.2023.

Retirement by rotation:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Shailesh R Mehta, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Annual Evaluation made by the Board of its own Performance and that of its Committee and Individual Directors:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the process for evaluation of the performance of the Directors/ Board / Committees of the Board was initiated by the Nomination and Remuneration Committee.

The Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR) Regulations, 2015 and their independence from the management. The evaluation of the working of the Board,its committees, individual directors, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction over the evaluation process.

The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.

In the Corporate Governance Report attached to this report the manner in which the evaluation process was carried out has been explained.

18. COMMITTEES OF THE BOARD:

The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and the Committees function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.

The Board of Directors of the Company have constituted the following Committees:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders Relationship Committee

D. Finance and Investment Committee

E. Risk Management Committee

The Details with regards to Composition, Duties, terms of Reference, Meetings and Attendance of Meetings of the Committees are discussed in detail and it forms a part of Corporate Governance Report annexed to the Report as Annexure B.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a) In the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 has been followed along with proper explanation relating to material departures;

b) the directors 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 as at the 31st March, 2023 and of the profit and loss of the Company for financial year ended 31st March, 2023;

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) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

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.

20. AUDIT REPORTS AND AUDITORS:

A. STATUTORY AUDITORS:

M/s. Sunil Poddar & Co., Chartered Accountants (FRN: 110603W), Ahmedabad are the Statutory Auditors of the Company. M/s Sunil Poddar & Co. are appointed as Statutory Auditors of the company for the second term of five consecutive years i.e. from the F.Y. 2022-23 to F.Y. 2026-27 and shall hold office till the conclusion of 38th Annual General Meeting of the Company, subject to compliance of provisions of Companies Act, 2013.

AUDITORS REPORT:

• The Auditors Report for the Financial Year ended 31st March, 2023 does not contain any qualifications, reservations or adverse remarks.

• As regards the comments made in the Auditors Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.

B. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad, to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2023.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2023 forms an integral part of this report and is annexed as Annexure - D.

The Secretarial Audit Report for the Financial Year ended 31st March, 2023 does not contain any qualifications, reservations or adverse remarks.

C. INTERNAL AUDITORS:

The Board of Directors has appointed M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W/W-100036), as Internal Auditors of the Company for the Financial Year ended on 31st March, 2023.

21. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

The Statutory Auditors, the Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

22. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company for the Financial Year ended 31st March, 2023.

23. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure - E.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/TRIBUNALS IMPACTING THE GOING CONCERNSTATUS AND THE COMPANYS OPERATIONS IN FUTURE:

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

25. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an adequate internal financial control system commensurate with the nature of its business and the size and complexity of its operations and is operating effectively with no material weakness.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of the said internal financial control system.

26. BUSINESS RESPONSIBILITY REPORT:

The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

28. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013(the Act) and Rules made thereunder, your Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.

The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year, no complaints with allegations of sexual harassment were received by the Company.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy ("this Policy") in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015.

This Policy has been formulated with a view to provide a mechanism / channel for employees, directors and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal / regulatory requirements or Code of Conduct for Directors and Senior Management of the Company, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage / suspected leakage of UPSI etc.

The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at the link: http://www.geotexelin.com/wp- content/uploads/2020/02/Whistle-Blower-Policy.pdf

30. COST RECORDS:

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2022-23 as required pursuant to the provisions of Section148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to your Company.

31. RISK MANAGEMENT POLICY:

The Company has a robust Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.

Under the framework, the Company has laid down a Risk Management Policy ("Policy") which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting.

The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving risks associated with the Companys business which, in the opinion of the Risk Management Committee, may threaten the growth, stability and existence of the Company.

For a detailed risk management policy please refer the website link: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/ Policy on Risk Management 87.pdf

32. ACCREDITATIONS AND RECOGNITIONS:

Your Company has received the following accreditations and recognitions:

1. ISO 9001:2015 (Quality Management System Standard)

2. ISO 14001:2015 (The Environmental Management System Standard)

3. ISO 45001:2018 (The Occupational Health & Safety Management System Standard)

4. 1st Company in India to obtain ISI license for marking under IS: 15351

5. Carries ISI mark as per BIS standard IS 15351:2015 for Agro Textiles Laminated High Density Polyethylene (HDPE) woven geomembrane for water proof lining.

6. Carries ISI mark as per BIS standard IS 7903:2017 for Textiles Tarpaulins made from High Density Polyethylene

(HDPE) woven fabric.

7. Carries ISI mark as per BIS standard IS 15907:2010 for Agro Textiles High Density Polyethylene (HDPE) woven beds for vermiculture.

8. Carries ISI mark as per BIS standard IS 16190:2014 for Agro Textiles High Density Polyethylene (HDPE) laminated woven lay Flat Tube for irrigation purpose.

9. Carries ISI mark as per BIS standard IS 17374:2020 for Geosynthetics — Reinforced HDPE Membrane for Effluents and Chemical Resistance Lining.

33. ENVIRONMENT AND SAFETY:

A. Health & Safety: The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

B. Environment: The Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and Pollution Control Norms as per Gujarat Pollution Control Board guideline is of high concern to the Company.

34. LISTING FEES:

The Companys Equity Shares are listed with Bombay Stock Exchange (BSE). The Company has paid Listing Fees for the financial year 2023-24 to BSE within the prescribed time period.

35. OTHER DISCLOSURES:

a) The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

b) There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

c) There was no instance of onetime settlement with any Bank or Financial Institution.

36. APPRECIATION:

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board
JASMIN VHORA SHAILESH R. MEHTA
Independent Director Managing Director
DIN:07173838 DIN: 01457666
Date: 29th May, 2023 Place: Prantij, Gujarat Place: Ahmedabad

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