Online-Trading Portfolio-Tracker Research Back-Office MF-Tracker
BSE Prices delayed by 5 minutes... << Prices as on Apr 26, 2024 >>   ABB 6409.05 [ -0.41 ]ACC 2524.4 [ -2.14 ]AMBUJA CEM 632.05 [ -0.99 ]ASIAN PAINTS 2844.6 [ -0.59 ]AXIS BANK 1130.05 [ 0.24 ]BAJAJ AUTO 8965.5 [ 2.60 ]BANKOFBARODA 268.15 [ -0.20 ]BHARTI AIRTE 1325.5 [ -0.78 ]BHEL 278.8 [ 2.65 ]BPCL 609.4 [ 0.94 ]BRITANIAINDS 4797.55 [ -1.06 ]CIPLA 1409.4 [ 0.28 ]COAL INDIA 455.55 [ 0.62 ]COLGATEPALMO 2855.25 [ 1.99 ]DABUR INDIA 509 [ 0.44 ]DLF 907.7 [ 1.47 ]DRREDDYSLAB 6253.25 [ 0.58 ]GAIL 208.05 [ 0.00 ]GRASIM INDS 2345.4 [ -1.02 ]HCLTECHNOLOG 1472.3 [ -2.08 ]HDFC 2729.95 [ -0.62 ]HDFC BANK 1509.75 [ -0.06 ]HEROMOTOCORP 4491.85 [ -0.01 ]HIND.UNILEV 2221.5 [ -0.43 ]HINDALCO 649.55 [ 0.47 ]ICICI BANK 1107.15 [ -0.53 ]IDFC 127.25 [ 2.33 ]INDIANHOTELS 568.35 [ -1.54 ]INDUSINDBANK 1445.85 [ -3.36 ]INFOSYS 1430.15 [ -0.57 ]ITC LTD 439.95 [ 0.56 ]JINDALSTLPOW 931.95 [ -1.15 ]KOTAK BANK 1608.4 [ -2.11 ]L&T 3602.3 [ -1.32 ]LUPIN 1615.85 [ 1.31 ]MAH&MAH 2044.25 [ -2.45 ]MARUTI SUZUK 12687.05 [ -1.70 ]MTNL 37.56 [ 0.29 ]NESTLE 2483.8 [ -3.08 ]NIIT 107.9 [ 0.23 ]NMDC 257.8 [ 2.18 ]NTPC 355.75 [ -0.71 ]ONGC 282.85 [ 0.28 ]PNB 136.45 [ 0.44 ]POWER GRID 292.1 [ -0.34 ]RIL 2903 [ -0.53 ]SBI 801.4 [ -1.38 ]SESA GOA 396.65 [ 4.16 ]SHIPPINGCORP 232.4 [ -0.15 ]SUNPHRMINDS 1504.25 [ -1.07 ]TATA CHEM 1122.45 [ 0.92 ]TATA GLOBAL 1102.9 [ -0.28 ]TATA MOTORS 999.35 [ -0.14 ]TATA STEEL 165.85 [ -1.04 ]TATAPOWERCOM 436.75 [ 1.22 ]TCS 3812.85 [ -1.01 ]TECH MAHINDR 1277.45 [ 7.34 ]ULTRATECHCEM 9700.2 [ 0.17 ]UNITED SPIRI 1199.7 [ 0.51 ]WIPRO 464.65 [ 0.79 ]ZEETELEFILMS 145.95 [ 2.24 ] BSE NSE
You can view full text of the latest Director's Report for the company.

BSE: 532022ISIN: INE185E01013INDUSTRY: Textiles - Hosiery/Knitwear

BSE   ` 15.55   Open: 15.68   Today's Range 15.50
15.95
-0.02 ( -0.13 %) Prev Close: 15.57 52 Week Range 10.41
21.50
Year End :2023-03 

BOARD'S REPORT

To the Members,

The Directors have pleasure in presenting the 29th Boards' Report of the Company together with the Audited
Statements of Accounts for the year ended 31st March, 2023

l. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2023 has been as under:

Particulars

2022-23

2021-22

Revenue from operations

16,410.83

11,531.72

Other income

364.22

34.46

Profit/loss before Depreciation, Finance
Costs,

16,775.05

11,566.18

Exceptional items and Tax Expense

-

-

Less: Depreciation/ Amortisation/
Impairment

45.96

46.97

Profit /loss before Finance Costs,
Exceptional items and Tax Expense

Less: Finance Costs

133.70

57.48

Profit /loss before Exceptional items and
Tax Expense

1,675.84

402.62

Add/(less): Exceptional items

-

-

Profit /loss before Tax Expense

1,675.84

402.62

Less: Tax Expense (Current & Deferred)

485.36

121.49

Profit /loss forthe year (1)

1,191.47

290.61

Total Comprehensive Income/loss (2)

-

-

Total (1 2)

1,191.47

290.61

Balance of profit /loss for earlier years

-

-

Less: Transfer to Reserves

-

-

Less: Dividend paid on Equity Shares

-

-

2. REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year 2022-23 was Rs. 16,775.05 Lakhs as against

Rs. 11,566.18 Lakhs forthe previous financial year. The Company recorded a net profit of Rs. 1,191.47 Lakhs

for the financial year 2022-23 as against the net profit after tax of Rs. 290.61 Lakhs for the previous year.

3. DIVIDEND

No Dividend is recommended for the financial year 2022-23.

4. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and
Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the company during the year under review.

The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2023 is
Rs.2,268.37 Lakhs.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and upto the date of Board's Report there was no change in the nature of Business.

7. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting financial position of the Company between
3 lstMarch 2023 and the date of Board's Report, (i.e., 08.09.2023)

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. AUTHORISED AND PAID-UP CAPITAL OF THE COMPANY:

As on date of the Report, the Authorized Share Capital of your Company stands at Rs. 850,00,00,000/-
(Rupees Eight Hundred and Fifty Crores only) divided into 170,00,00,000 (One Hundred and Seventy Crores)
equity shares of the face value of Rs. 5/- (Rupees Five Only) each.

The Paid- Up Capital of your Company stands at Rs. 48,40,72,725/- (Rupees Forty Eight Crores Forty Lakhs
Seventy Two Thousand Seven Hundred Twenty Five only) divided into 9,68,14,545 (Nine Crore Sixty Eight
Lakhs Fourteen Thousand Five Hundred and Forty Five) equity shares of the face value of Rs. 5/-
(Rupees Five Only) each.

10. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

In terms of the provisions of the Companies Act, the Company is obliged to transfer dividends which remain
unpaid or unclaimed for a period of seven years from the declaration to the credit of the Investor education and
Protection Fund established by the Central Government. Accordingly, the Members are hereby informed that
the Company is not require to transfer any amount to Investor Education and Protection Fund (IEPF) since no
dividend was declared in the financial year 2015-16.

The details ofDividend of earlier years remain unclaimed by the shareholders as on31.03.2023 are as given
below:

During
Financial Year

Date

Declaration

Dividend

of

of

Last date of

claiming

dividend

Unclaimed
amount as on

31.03.2023

Due date for transfer to
Investor Education and
Protection Fund (IEPF)

2014-15

-

-

-

Nil

2015-16

-

-

-

Nil

2015-16

-

-

-

Nil

2017-18

-

-

-

Nil

2018-19

21-10-2019

-

-

23-11-2026

2019-20

-

-

-

Nil

2020-21

30-09-2021

-

-

04-11-2028

2021-22

-

-

-

Nil

2022-23

-

-

-

-

Pursuant to provisions of Section 124 of Companies Act 2013, the unclaimed dividend before the last date
above mentioned for the respective years, will be transferred to Investor Education and Protection Fund (IEPF)
established by
Government of India pursuant to Section 125 of the Companies Act, 2013.

The shareholders whose dividend is not yet claimed are requested to write to the Company/ RTA at the earliest
for payment of the same.

11. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF):

Pursuant to provisions of the Companies Act, 2013 read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, no dividend was declared for the financial year
2015-16 and therefore no amount has been transferred to IEPF during the year under report.

12. DETAILS OF THE NODAL OFFICER

The Company has designated Chanchal Sethia, Company Secretary as a Nodal Officer for the purpose of IEPF.

13. DIRECTORS OR KMP APPOINTED OR RESIGNED
a) Appointments:

S.

No

Name of the Director/KMP/ Officer

Designation

Date of

Appointme

nt

1

Mr. Ravinder Kumar Joshi

Non-Executive

Director

12.01.2022

2

Mrs. Rani Sharma

Independent Director

12.01.2022

3

Mr. Tushar Paul

Independent Director

07.02.2023

4

Mr. Ramaswamy Reddy Pedinekaluva

Independent Director

07.02.2023

5

Ms. Chetna

Independent Director

01.04.2023

6

Mr. A mil Sharma

Independent Director

05.05.2023

7

Mr. Nageshwara Rao Chitirala

Independent Director

05.05.2023

8

Mr. Swapnil Prakash Raka

Independent Director

08.09.2023

Further, Mr, Vallam Setty Raghuram was re-designated as Non - Executive Director of the Company w.e.f08.09.2023.

a) Resignations:

S. No

Name of the Director/KMP/ Officer

Designation

Date of
Resignation

1

Mr. Ravinder Kumar Joshi

Non-Executive

Director

30.09.2023

2

Mrs. Rani Sharma

Independent Director

30.09.2023

3

Mr. Tushar Paul

Independent Director

05.05.2023

4

Mr. Ramaswamy Reddy Pedinekaluva

Independent Director

05.05.2023

5

Mr. Sanjay Ishwarlal Bora

Independent Director

07.02.2023

6

Mr. Mutyala Krishna Rao

Independent Director

07.02.2023

7

Mr. OmPrakash Sharma

Non-Executive

Director

02.03.2023

8

Ms. Chetna

Independent Director

08.09.2023

The Board places on record their appreciation for the invaluable contribution made by the above director and
officer(s) during their tenure.

a)Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the Directors
seeking appointment/re-appointment are given as Annexure A to the notice of the AGM forming part of this
Annual Report.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received declarations from all the Independent directors of the Company to the effect that they
are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act,
2013 and under regulation 16(l)(b) read with regulation 25 of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015.

The Independent Directors have also confirmed that they have complied Company's Code of Conduct. In terms
of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective independent judgement and without any external
influence.

During the year. Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

15. BOARD MEETINGS:

The Board of Directors duly met Seven (7) times on 30.05.2022,08.08.2022,03.09.2022,20.10.2022,14.11.2022,
07.02.2023 and 02.03.2023 and in respect of which meetings, proper notices were given and the proceedings
were properly recorded and signed in the Minutes Book maintained for the purpose.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members
on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchan
ge Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on 07.02.2023 to evaluate the performance of
non-independent directors, the board as a whole and the Chairman of the Company, taking into account the
views of executive directors and nonexecutive directors.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.

Performance evaluation of independent directors was done by the entire board, excluding the independent
director being evaluated.

17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)

OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as
Annexure-1 to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every
employee is annexed to this Annual report as
Annexure 2

During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of
Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment
& Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in
Annexure-1

19. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, confirm that:

(a) In 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 pmdent so as to give a tme and fair view of the state of affairs of the company
at the end of the financial year 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; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

(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.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate
with its size and operations. The organization is adequately staffed with qualified and experienced personnel
for implementing and monitoring the internal control environment.

The internal audit function is adequately resourced commensurate with the operations of the Company and
reports to the Audit Committee of the Board.

21. NO FRAUDS REPORTED BY STATUTORY AUDITORS:

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the
Companies Act 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

22. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation
17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2022-2023 is
given
as Annexure-3 in this Annual Report.

23. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR.

During the year under review no Company has become or ceased to become its subsidiary, joint venture or
associate Company.

24. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31, 2023 and as
such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

25. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31, 2023, there has
been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns inFormDPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company complied with this requirement within the prescribed timelines.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans. Guarantees or made any investments during the year under review.

27. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and
were in the ordinary course of business. During the financial year 2022-23, there were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure-4 to this report.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE OUTGO:

The required information as per Sec. 134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy: Your Company's operations are not energy intensive. Adequate measures have

been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

B. Technology Absorption: All the Factors mentioned in Rule 8 (3)(b) Technology absorption are not
applicable to the Company.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

29. COMMITTEES:

(I) . AUDIT COMMITTEE: The Audit Committee of the Company is constituted in line with the provisions of
Regulation 18(1) of SEBI (LODR) Regulations with the Stock Exchange(s) read with Section 177 of the
Companies Act, 2013 are included in the Corporate Governance report, which forms part of this report.

(II) . NOMINATION AND REMUNERATION COMMITTEE: The Nomination and Remuneration
Committee of the Company is constituted in line with the provisions of Regulation 19(1) of SEBI (LODR)
Regulations with the Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the
Corporate Governance report, which forms part of this report.

(III) . STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of
the Company is constituted in line with the provisions of Regulation 20 of SEBI (LODR) Regulations with the
Stock Exchange(s) read with Section 178 of the Companies Act, 2013 are included in the Corporate
Governance report, which forms part of this report.

30. COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY:

The provisions of corporate social responsibility u/s 135 of the Companies Act, 2013 have become applicable to
the Company for the first time w.e.f. the financial year 2023-24 since the Company has earned more than
Rs. 5 cr of net profit as defined therein. The Company has formulated the CSR policy and has specified the
activities to be undertaken by the Company to ensure that the Company spends in the FY2023-24 the required
amount of profits thereof. The Company has also constituted Corporate Social Responsibility Committee of the
Company in line with the provisions of Section 135 of the Companies Act, 2013 and are included in the
Corporate Governance report, which forms part of this report.

31. IGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of
Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company
promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour.

The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report
violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine
concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied
access to the Audit Committee.

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine
concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been
placed on the website of the Company
www.filatexfashions.co.in

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators /courts that would impact the going
concern status of the Company and its future operations.

33. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

M/s. Pundarikashyam & Associates., Chartered Accountants was appointed as the statutory auditors of the
Company for five years from the conclusion of 28th Annual General Meeting held on 30.09.2022 till the
conclusion of the 33 rd Annual General Meeting to be held in the year 2026-27. The Auditors' Report for fiscal
2023 does not contain any qualification, reservation or adverse remark. The Auditors' Report is enclosed with
the financial statements in this Annual Report. The Company has received audit report with unmodified
opinion for audited financial results of the Company for the Financial Year ended March 31, 2023 from the
statutory auditors of the Company.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

34. SECRETARIALAUDIT REPORT:

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of
Directors had appointed M/s Manoj Parakh & Associates, Practicing Company Secretaries (CP No. 8957) as the
Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March
31, 2023.The Secretarial Audit was carried out by M/s. Manoj Parakh & Associates, Company Secretaries
(CP No. 8957) for the financial year ended March 31, 2023. The Report given by the Secretarial Auditor is
annexed herewith as
Annexure-5 and forms integral part of this Report.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated Februaiy 08. 2019 read with Regulation 24(A) of
the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a
Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
Further,

Secretarial Compliance Report dated May 30,2023, was given by M/s. Manoj Parakh & Associates, Practicing
Company Secretary which was submitted to Stock Exchange(s) within 60 days of the end of the financial year.

36. INTERNAL AUDITORS:

Pursuant to provisions of Section 138 read withRule 13 of the Companies (Accounts) Rules, 2014 and Section
179 read with Rule 8(4) of the Companies (Meetings of Board and its Powers) Rules, 2014; During the year
under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal
Auditor of the Company by M/s Kandula & Associates., the Internal Auditor of the Company.

The Board has re-appointed by M/S. Kandula & Associates, Chartered Accountants, Hyderabad as Internal
Auditors for the Financial Year 2023-24.

37. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the
applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and
notified by Ministry of Corporate Affairs.

38. DECLARATION BY THE COMPANY

The Company has issued a certificate to its Directors, confirming that it has not made any default under
Section 164(2) of the Act, as on March 31, 2023.

39. ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an annual return is uploaded on website of the Company

www.filatexfashions.co.in

40. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1)
of the Act, are not applicable for the business activities carried out by the Company.

42.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e) read
with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 with
the stock exchange in India is annexed herewith as
Annexure-6 to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and without
any external influence.

During the yean Independent Directors of the Company had no pecuniaiy relationship or transactions with the
Company, other than sitting fees, forthe purpose of attending meetings of the Board of Directors and Committee(s).

42. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc.
through familiarisation programme. The Company also conducts orientation programme upon induction of new
Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme
for Independent Directors is disclosed on the Company's website
www.filatexfashions.co.in.

43. INSURANCE:

The properties and assets of your Company are adequately insured.

44. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under
Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance
duly audited is appended
as Annexure-7 for information of the Members. A requisite certificate from the
Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is
attached to the Report on Corporate Governance.

45. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

46. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

The assessment and appointment of Members to the Board is based on a combination of criterion that includes
ethics, personal and professional stature, domain expertise, gender diversity and specific qualification required
for the position. The potential Board Member is also assessed on the basis of independence criteria defined in
Section 149(6) of the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015. In
accordance with Section 178(3) of the Companies Act, 2013 and Regulation 19(4) of SEBI (LODR)
Regulations, 2015, on the recommendations of the Nomination and Remuneration Committee, the Board
adopted a remuneration policy for Directors, Key Management Personnel (KMPs) and Senior Management.

The Policy is attached as part of Corporate Governance Report. We affirm that the remuneration paid to the
Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

47. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 and the applicable Securities laws. The Insider Trading Policy
of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing
with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate,
monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of conduct forthe prevention of insider trading, is available
on our website
(www.filatexfashions.co.in).

48. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

49. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under Insolvency and Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and
financial institutions.

52. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of
certain policies for all listed companies. All the policies are available on our website,
www.filatexfashions.co,in.

53. EVENT BASED DISCLOSURES

During the year under review, the Company has taken up any of the following activities:

a Issue of sweat equity share: NA
b Issue of shares with differential rights: NA

c Issue of shares (including sweat equity shares) to employees of the Company: NA.

d. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e. Buy back shares: NA

f. Disclosure about revision: NA

g. Preferential Allotment of Shares: The Company has passed the Special resolution to issue convertible equity
warrants on preferential basis. However, the Company withdrew the In-principal Application and the same was
intimated to the BSE Limited.

h. Issue of equity shares with differential rights as to dividend, voting: NA

54. Shifting of Registered Office:

The Company has shifted its Registered Office from 8-2-682131A#201, MayFair Garden Apartments, Road No
.12. Banjara Hills, Hyderabad-300034, Telangana to 3" Floor, KMC Corporate Office, Door No.

1-80 /40/SP/58-65, Shilpa Homes Layout, Gachibowli, Hyderabad — 500032, Telangana w.e.f. 05.08.2023.

55. ACKNOWLEDGEMENTS:

Your directors place on record their appreciation for the overwhelming co-operation and assistance received
from the investors, customers, business associates, bankers, vendors, as well as regulatory and governmental
authorities. Your directors also thank the employees at all levels, who through their dedication, co-operation,
support and smart work have enabled the company to achieve a moderate growth and is determined to poise a
rapid and remarkable growth in the year to come.

For and on behalf of the Board
Filatex Fashions Limited

Place: Hyderabad

Date:08.09.2023 Prabhat Sethia

Managing Director
DIN: 00699415