To,
The Members,
Flexituff Ventures International Limited
The Board of Directors hereby presents its 28th Director's Report on
business & operations of your Company ('the Company' or 'FVIL') along with Audited
Financial Statements (Standalone & Consolidated) for the financial year ended 31
stMarch, 2021.
FINANCIAL RESULTS
The Company's Financial Performance for the year ended 31st March, 2021
is summarized below:
(Rs. in Millions)
| FINANCIAL RESULTS AND APPROPRIATION |
Standalone |
Consolidated |
| Particulars |
2020-21 |
2019-20 |
2020-21 |
2019-20 |
| Sales & other Incomes |
9,405.73 |
8,927.70 |
9,164.64 |
9,014.57 |
| Profit before Interest, Depreciation & Tax |
657.9 |
(489.22) |
635.47 |
(525.52) |
| Profit/(Loss) before Tax |
(798.59) |
(1,972.56) |
(821.07) |
(2,009.03) |
| Profit/(Loss) for the year / Balance available for
Appropriation |
(577.25) |
(1,654.28) |
(601.25) |
(1,689.68) |
| Other Comprehensive (Loss)/Income |
0.66 |
5.09 |
0.96 |
5.74 |
| Total Other Comprehensive (Loss)/Income |
(576.59) |
(1,649.19) |
(600.29) |
(1,683.94) |
STATE OF COMPANY'S AFFAIRS
During the year under review, the company has achieved consolidated
total revenue from operation of Rs. 9,164.64 million in comparison to Rs. 9,014.57 million
in previous year. Your Company have loss for the year of Rs. (601.25) million in
comparison to Rs. (1,689.68) million in previous year.
During the year under review, the company has achieved Standalone total
revenue from operation of Rs. 9,405.73 million in comparison to Rs. 8,927.70 million in
previous year. Your Company have loss for the year of Rs. (577.25) million in comparison
to Rs. (1,654.28) million in previous year.
COVID-19
Due to outbreak of pandemic COVID-19 globally and in India, the
Company's management has made initial assessment of likely adverse impact on business and
financial risks on account of COVID-19. It is well appreciated that the situation as well
as its assessment is continuously evolving and the way ahead is to avoid living in denial
leading to acceptance & pro-active measures.
DIVIDEND
During the year under review, Company didn't generate enough
revenue/surplus to declare dividend, hence your directors do not propose any dividend for
the Financial Year ended 31st March, 2021.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2021 was Rs. 248.83
Million divided into 2,48,82,806 shares of Rs. 10/- each.
DEPOSITS
The Company has not accepted any deposits from the public, and as such,
there are no outstanding deposits in terms of the Companies (Acceptance of Deposits)
Rules, 2014.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review
forms part of the Annual Report.
AWARDS & CERTIFICATIONS
Company is certified for British Retail Consortium Certificate (BRC),
ISO 9001:2015 (for Quality Management System), ISO 14001:2015 (for Environmental
Management), ISO 22000:2005 (for Food and Safety Management) and OHSAS 18001:2007 (for
Industrial Health and Safety).
The Company has received the Country's Highest Exporter Award for FIBC
through PLEXCOUNCIL, Ministry of Commerce, for 13 years in a row.
The Company has also achieved recognition from all its foreign buyers
for its delivery and services. In geo-textile sector, the Company has received
appreciation for its unique products and new technologies being introduced to solve the
problems of the country especially related to flood protection & water cleaning.
AMOUNTS TRANSFERRED TO RESERVES
During the year under review no amount was transferred to the reserves.
CREDIT RATING
The credit rating assigned by CARE Rating as on was "D'' rating
for the Long term loan and "D" for Short term NonFund Based Limits, which
indicates "negative" outlook.
Your Board opined and states that due to outstanding and defaults in
repayments to certain Lenders, the credit rating of the Company got impacted. The Company
is pursuing with its lenders to sign an Inter Creditor Agreement and trying to find new
Lender to achieve one time settlement to correct the default which in turn leads to
restoration of fair credit reliability.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATES
The Company has 2 Direct Subsidiaries, 1 Indirect
Subsidiary, 6 Joint Ventures and 5 LLPs as on 31st March, 2021.
There are no associate companies within the meaning of Section 2(6) of
the Companies Act, 2013 ("Act"). There has been no material change in the nature
of the business of the subsidiaries and Joint Ventures.
Direct Subsidiaries
Flexituff Technology International Limited (Formerly known as Flexituff
FIBC Limited)
Flexiglobal Holdings Limited, Cyprus.
Indirect Subsidiaries
Flexiglobal (UK) Limited, UK Joint Venture/LLP Flexituff Javed Ahmed
LLP Flexituff Hi-Tech LLP Flexituff SA Enterprise LLP Flexituff Sailendra Kalita LLP
Ujjivan LUIT LLP
#Budheswar Das Flexituff International Limited JV #Sanyug Enterprises
Flexituff International Limited JV #Vishnu Construction Flexituff International Limited JV
#Mayur Kartick Barooah Flexituff International Limited JV #Flexituff Shailendra Kalita JV
#Flexituff Pulin Borgohain JV # reckoned as subsidiary on the basis of control.
Pursuant to the provisions of Section 136 of the Companies Act, 2013
the financial statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of subsidiaries are put up on
the website of the Company (www.flexituff.com) and shall be made available upon request of
any member of the Company interested in obtaining the same and shall also be kept for
inspection on all working days, during business hours, at the Registered Office of the
Company and that of the Subsidiary Companies concerned.
Company has formulated a policy for determining material subsidiaries,
which can be accessed at the below link:-
(http://flexituff.com/wp-content/uploads/2019/06/Policies-
Programe-Material-Subsidiary.pdf)
Further, pursuant to provisions of Section 129(3) of the Companies Act,
2013, a statement containing salient features of the financial data of the Company's
Subsidiaries & Joint Ventures is mentioned in Form AOC-1 as Annexure A of the board's
report.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
& SS-2, relating to "Meetings of the Board of Directors" and "General
Meetings", respectively have been duly followed by the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of annual accounts for the year ended 31st March,
2021, the applicable accounting standards have 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 at the end of the
financial year and of the 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 Act
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; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
CORPORATE GOVERNANCE
The report on Corporate Governance as stipulated under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015("Listing
Regulations") forms an integral part of this Report. The requisite certificate from
the Practicing Company Secretary confirming compliance with the conditions of Corporate
Governance is attached to the report on Corporate Governance.
RELATED PARTY TRANSACTION
There have been no other materially significant Related Party
Transactions between the Company & the Directors, Management, Subsidiaries or
relatives except for those disclosed in the Financial Statements.
Accordingly, particulars of Contracts or Arrangements with Related
Party Transactions referred to in Section 188(1) of the Act in Form AOC-2 does not form
part of Directors' Report.
A Policy on Related Party Transactions as approved by the
Board can be accessed on the Company's website at:
(http://flexituff.com/wp-content/uploads/2019/06/Policies-Programe-Related-Party-Transaction.pdf)
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (C SR Policy)
indicating the activities to be undertaken by the Company which as been approved by the
Board.
The C SR policy can be accessed on the Company's website at:
(http://flexituff.com/wp-content/uploads/2021/07/Policies-Programmes-Corporate-Social-Responsibility.pdf)
The Annual Report on CSR activities is annexed herewith marked as
Annexure B to this Report.
RISK MANAGEMENT
In today's volatile environment, Risk Management is a very important
part of business. The main aim of risk management is to identify, monitor & take
precautionary measures in respect of the events that may pose risks for the business. The
Board & Audit Committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis by keeping Risk
Management Report before the Board & Audit Committee periodically.
The Risk Management Policy can be accessed on the Company's website at:
(http://flexituff.com/wp-content/uploads/2016/ll/Policies-and-Programme_Risk-Management-Policy.pdf)
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis
which forms part of this Report.
DIRECTORS / KEY MANAGERIAL PERSONNEL (KMPS)
The following changes occurred in the position of Directors/KMPs of the
Company from 1st April, 2020 till the date of this report. For and on behalf of the Board
of Directors of Flexituff Ventures International Limited
| S.No. Name of Director/KMPs |
Date of Appointment (Cessation) |
Event |
| 1. Mr. Jagdish Prasad Pandey (DIN: 00225969) |
11/09/2020 |
Appointed as Director (Category: Professional) |
| 2. Mr. Rarnesh Chand Sharrna, Chief Financial Officer |
01/01/2021 |
Appointed as Chief Financial Officer (KMP) of the Company. |
| 3. Mrs. Khushboo Kothari, Company Secretary |
10/02/2021 |
Resignation of Mrs. Khushboo Kothari as CS |
| 4. Mr. Rishabh Kumar Jain, Company Secretary |
10/02/2021 |
Appointed as Company Secretary. |
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence prescribed under the
Act and the Listing Regulations.
The following policies can be accessed at website of the Company:-
a.) Terms & Conditions for appointment of Independent Director
(http://flexituff.com/wp-content/uploads/2017/09/Policies-and-Programe-Terms-Conditions.pdf)
b) Nomination & Remuneration Policy
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Nomination-Remuneration-Policy.pdf)
DIRECTORS SEEKING APPOINTMENT/RE- APPOINTMENT
In accordance with the provisions of the Act & Articles of
Association of the Company, Mr. Saurabh Kalani (DIN: 00699380), Executive Director retires
by rotation at the ensuing Annual General Meeting. The Board of Directors has recommended
his re-appointment.
PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and
Listing Regulations, the Board has carried out the annual performance evaluation of its
own performance, its Committees, the Chairman of the Board and the Directors on the basis
of the feedback received from all the Directors of the Company.
Structured performance evaluation questionnaire were circulated to the
Directors for:
Directors' - Self & Peer Level Evaluation;
Board's Evaluation;
Board Committees' Evaluation; and Chairman's Evaluation.
The evaluation questionnaires broadly cover parameters such as their
participation in board meeting/other committee meeting, relationship management, knowledge
& skill, adherence to the applicable code of conduct for independent directors and
maintenance of confidentiality etc.
The summary of rating given by all the directors on the structured
performance evaluation was placed before the Board of Directors.
EXTRACT OF ANNUAL RETURN
The Ministry of Corporate Affairs (MCA) has notified the Companies
(Management and Administration) Amendment Rules, 2020, wherein the companies are no longer
required to attach extracts of Annual Return. In the Companies (Management and
Administration) Rules, 2014, in rule 12, in sub-rule (1), "provided that a company
shall not be required to attach the extract of the annual return with the Board's report
in Form No. MGT. 9, in case the web link of such annual return has been disclosed in the
Board's report in accordance with sub-section (3) of section 92 of the Companies Act,
2013".
In compliance of the above amendment extract of the annual report FY
2020-21 will available at:
http://flexituff.com/wp-content/uploads/2021/08/Extract-of-Annual-Report-2020-21.pdf
AUDITORS AND THEIR REPORTS STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Companies, Act,
2013 and the Rules made there under, M/s. Mahesh C. Solanki & Co., Chartered
Accountants, Indore (FRN.: 006228C), was appointed as the Statutory Joint Auditors of the
Company at the 27th Annual General Meeting held on 15th October, 2020 till the conclusion
of 32nd Annual General Meeting of the Company to be held in the year 2025.
M/s. Mahesh C. Solanki & Co., Chartered Accountants, Indore (FRN.
006228C), have confirmed their eligibility under Section 141 of the Act and the Rules
framed there under for the appointment as Auditors of the Company and as required under
Regulation 33 of the Listing Regulations, 2015.
The Board of Directors of the Company had proposed and recommended the
re-appointment of M/s Sanjeev Omprakash Garg & Co., Chartered Accountants, Indore
(Firm Registration No. 008773C), as the Joint Statutory Auditors of the Company to hold
office from conclusion of Twenty Eight (28th) Annual General Meeting till the conclusion
of Twenty Nine (29th) Annual General Meeting of the Company.
M/s Sanjeev Omprakash Garg & Co., Chartered Accountants, Indore
(Firm Registration No. 008773C) have confirmed their eligibility under Section 141 of the
Act and the Rules framed there under for the appointment as Auditors of the Company and as
required under Regulation 33 of the Listing Regulations, 2015.
The Comments on the qualifications in the Auditors' Report on the
financial statements of the Company for financial year 2020-21 are provided in the
"Statement on Impact of Audit Qualifications" which is annexed as Annexure C and
forms part of this report.
SECRETARIAL AUDITOR
M/s. Ritesh Gupta & Co., Company Secretaries were appointed to
conduct the secretarial audit of the Company for the Financial Year 2020-21, as required
under Section 204 of the Companies Act, 2013 and rules made thereunder.
The Secretarial Audit Report for the Financial Year 2020-21 forms part
of the Annual Report as Annexure D to the Board's Report. The Secretarial Audit Report
does not contain any qualification, reservation or adverse remark, however, the reference
to specific event / action which took place during the year are self-explanatory.
DISCLOSURES
Number of Meetings of the Board
Seven (7) meetings of the Board of Directors were held during the year
under review. The details of meetings held and attendance of the Directors are detailed in
the Corporate Governance Report, which forms part of this report.
Audit Committee
The details pertaining to composition, meetings and attendance of audit
committee are included in the Corporate Governance Report, which forms part of this
report.
Particulars of Loans, Guarantees or Investments
Loans, Guarantees and Investments covered under Section 186 of the
Companies Act, 2013 forms part of the Notes to the Financial Statements provided in this
Annual Report.
Vigil Mechanism
The Company has a whistle blower policy/vigil mechanism to report
genuine concerns or grievances. The Whistle Blower Policy/vigil mechanism has been posted
on the website of the Company
(http://flexituff.com/wp-content/uploads/2019/06/Policies-Programe-Vigil-Mechanism.pdf)
Code of Conduct
The Board has laid down a code of conduct for Board members &
Senior Management Personnel as per Regulation 17 & 26 (3) of the Listing
Regulations& has been posted on the website of the Company
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Code-of-Conduct.pdf)
All the Board members & Senior Management Personnel have affirmed
compliance with the said code of conduct for the year ended 31st March, 2021. A
declaration to this effect, signed by the Whole-Time Director forms part of this Annual
Report.
Insider Trading
The Board has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. 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 for the
prevention of Insider Trading has been posted on the website of the Company.
•
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Code-of-Conduct-and-Procedures.pdf)
•
(http://flexituff.com/wp-content/uploads/2019/04/Policies-Programe-Code-of-Practices-and-Procedures.pdf)
All the Board members & KMPs have affirmed compliance with the said
code of conduct for the year ended 31st March, 2021.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 ("Rules"), is appended as Annexure E to the Report. The information
as per Rule 5(2) of the Rules forms part of this Report. However, as per first proviso to
Section 136(1) of the Act and second proviso of Rule 5(2) of the Rules, the Report and
Financial Statements are being sent to the Members of the Company excluding the statement
of particulars of employees under Rule 5(2) of the Rules. Any Member interested in
obtaining a copy of the said statement may write to the Company Secretary at the
Registered Office of the Company.
DETAILS OF AMOUNT/SHARES TRANSFERRED TO IEPF DURING THE YEAR
During the year under review, unpaid dividend amounting to Rs.2,264/-
(Rupees Two Thousand Two Hundred Sixty Four only) pertaining to the Financial Year 2012-13
has been transferred to IEPF along with the corresponding 36 equity shares.
Also, the details of amount and shares still lying in unpaid and
unclaimed dividend account are as under:
| Dividend for the year |
Date of declaration of dividend |
Dividend Details (Amount in Rs. Lakhs) |
Amount of unpaid dividend* (Amount in Rs.) |
Due date to claim the dividend |
Due date of transfer to Unpaid Dividend
Account |
Due date of accepting claim by the Company |
Date for transfer to IEPF |
| 2014-15 |
30-09- 2015 |
248.83 |
888 |
30-10- 2015 |
06-11-2015 |
05-11-2022 |
05-12-2022 |
| 2013-14 |
30-09- 2014 |
248.82 |
15081 |
30-10- 2014 |
06-11-2014 |
05-11-2021 |
05-12-2021 |
#The amounts of unpaid dividend also include bank credits received
pursuant to the cancellation of demand drafts beyond the validity period. The banks have
cancelled the issued demand draft in accordance with the SEBI circular dated April 20,
2018 on "Strengthening the Guidelines and Raising Industry Standards for RTA, Issuer
companies & Banker to an issue".
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
AND OUTGO
In compliance with Section 134 of The Companies Act, 2013 read with
Rule 8 of The Companies (Accounts) Rules 2014, a statement giving information regarding
Energy
Conservation, Technology Absorption and Foreign Exchange earnings and
out go is given in Annexure F forming part of this Annual Report.
DEMATERIALISATION AND ELECTRONIC REGISTRAR
The equity shares of your Company are available for dematerialization
with both NSDL and CDSL under ISIN INE060J01017.As on 31st March 2021, 95.48% equity
shares were in demat form and remaining 4.52% equity shares were in physical form.
Our registrar for electronic connectivity with the National Securities
Depository Limited (NSDL) and Central Depository Services Limited (CDSL) is LinkIntime
India Private Limited, Mumbai.
HUMAN RESOURCE MANAGEMENT & INDUSTRIAL RELATION
Human Resource plays vital role in the Company. If finance is the blood
of any organization then Human Resource is not less than pulse which keeps running
production by their hard work day and night. Company focuses on creating best health and
safety standards and also has performance management process to motivate people to give
their best output and encourages innovation and meritocracy.
Personnel relation with all employees remained cordial and harmonious
at all levels throughout the year. Directors wish to place on record their sincere
appreciations for the continued, sincere and devoted services rendered by all the
employees of the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules made thereunder, the
Company has Internal Complaints Committees (ICC)who inquire into complaints of sexual
harassment and recommend appropriate action.
During the year under review, no compliant was received from any
employee of the Company and hence no complaint was outstanding as on 31st March, 2021.
MATERIAL CHANGES AFFECTING THE COMPANY
(A) We wish to inform you that the Company has entered into
Restructuring Agreement with Assets Care & Reconstruction Enterprise Ltd. acting in
its capacity as trustee of ACRE-105- Trust ("ACRE"), new lender of the Company,
who has taken over the term loan from KKR India Financial Services Limited
("KKR").
The original outstanding (principle and interest) with KKR was INR
941.05/- million and the restructured loan is INR 150.00/- million.
Further, ACRE has withdrawn the said NCLT application filled by KKR
upon such restructuring.
After closing this transaction, your Company will now pursue with its
other lenders too for settlement.
Your Company, therefore keeping in view of such transaction, has not
charged interest in its books of accounts.
(B) During the year the Company has written off Rs. 193.92 million in
the books of the Company and Rs. 200.00 million write off's from trade receivables.
The aforesaid disclosure also forms part of explanation to the
observations given by the Statutory & Secretarial Auditors in their respective
reports.
GENERAL DISCLOSURES
The Board state that no disclosure or reporting is required in respect
of the following matters as there were no transactions on these items during the year
under review:
• Details relating to deposits covered under Chapter V of the Act.
• Issue of Sweat Equity Shares to employees of the Company under
any scheme
• Details pertaining to Employee Stock Options (ESOPs) as no ESOPs
were outstanding as on 31st March, 2021.
• Issue of differential shares with voting rights as to dividend,
voting or otherwise
• No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status and Company's operations in
future
• No fraud has been reported by the Auditors to the Audit
Committee or the Board.
APPRECIATION
The Board takes this opportunity to express its sincere appreciation
for the excellent support and cooperation received from company's bankers, investors,
customers, suppliers, statutory authorities for their consistent support to the Company.
The Directors also sincerely acknowledge the outstanding support and
services of the workers, staff and executives of the Company, which have together
contributed to the efficient operations and management of the Company
|