Directors Report of Filatex India Ltd.

Mar 31, 2025

Your Directors have pLeasure in presenting 35^th AnnuaL Report of the Company aLongwith the Audited Financial.
Statements for the financial year ended March 31, 2025.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25
TotaL revenue (Turnover)	4,25,215	4,28,590	4,25,215
Other income	2,091	1,420	2,026
Total Income	4,27,306	4,30,010	4,27,241
Profit before Finance cost, Exchange fluctuation, Depreciation and Tax	27,861	25,335	27,790
Finance cost	2,163	2,911	2,163
Exchange fluctuation Loss/(gain)	343	130	343
Depreciation & amortization expense	7,334	7,251	7,334
Profit before exceptional items & tax	18,021	15,043	17,950
ExceptionaL items	-	-	-
Profit before tax	18,021	15,043	17,950
Tax expense
- Current	4,276	2,946	4,276
- Deferred	288	1,031	288
Total tax	4,564	3,977	4,564
Net profit after tax	13,457	11,066	13,386
Other comprehensive Losses/(income)	2	80	2
Total comprehensive income	13,459	10,986	13,388

There was no subsidiary company during the financiaL year 2023-24, therefore, consolidated figures for the financiaL
year 2023-24 were not given.

DIVIDEND

The Board of Directors of the Company (‘the Board’)
has recommended finaL dividend of '' 0.25 (Twenty
Five Paisa) per equity share of the Company for the
year ended March 31, 2025. The dividend on equity
shares is subject to the approvaL of the SharehoLders
at the ensuing AnnuaL GeneraL Meeting of the Company
scheduLed to be heLd on Friday, 26^th September, 2025.
The dividend once approved by SharehoLders wiLL be paid
within the statutory time Limit.

As per Section 194 of the Income Tax Act, a company is
required to deduct TDS at the rate of 10% on dividend
payments made to resident individuaLs if the amount
exceeds '' 10,000 in a financiaL year, whiLe for other
resident entities, TDS is appLicabLe at 10% without
any threshoLd; however, if the recipient does not
furnish PAN, TDS shaLL be deducted at 20%. No TDS is
required on dividend payments made to Life Insurance
Corporation of India, GeneraL Insurance Corporation of
India, any other insurer, and MutuaL Funds specified
under Section 10(23D) of the Act. Further, as per Section
195/196, TDS is required to be deducted on dividend
payments to non-resident sharehoLders at the rate of
20% pLus appLicabLe surcharge and cess, subject to reLief
under a DoubLe Taxation Avoidance Agreement (DTAA), if
avaiLabLe.

DIVIDEND DISTRIBUTION POLICY

In terms of ReguLation 43A of the Securities and
Exchange Board of India (Listing ObLigations and
DiscLosures Requirements) ReguLations, 2015
(“Listing ReguLations”), the Dividend Distribution PoLicy
of the Company is avaiLabLe on the Company’s website
www.flLatex.com.

TRANSFER TO RESERVES

During the year under review, no amount has been
transferred to the Reserves and the entire amount of
profits has been retained in the profit and Loss account.

OPERATIONS & EXPANSION

Revenue from operations for the financiaL year 2025 was
'' 4,25,215 Lacs as against '' 4,28,590 Lacs in previous
financiaL year 2024. The saLes quantity stood at 390,000

a slight drop from 401,000. During the financial, year
under review, our EBITDA grew by 7.76% to '' 25,770
Lacs, up from '' 23,915 Lacs and PAT rose 21.58%,
reaching '' 13,459 Lacs, up from ''11,070 Lacs.

The Company is in process of putting up additional
manufacturing facilities of Partially Oriented Yarn (POY) of
19800 MTPA, Fully Drawn Yarn (FDY) of 28800 MTPA and
Draw Textured Yarn (DTY) of 14400 MTPA at its existing
unit at Dahej. The estimated cost of this expansion is
projected at/about '' 235 crores and the expected date
of commissioning is September 2026.

The Company is also in process of putting up the Steam
Power Distribution Project through which the Company
will sell surplus around 70TPH steam generated from
captive power plant to the small companies/persons. To
implement this project, the Company will incur an outlay
cost of '' 85 crores which will be financed through internal
accruals. The expected date of commissioning is June
2026. With this, the Company is expected to generate
additional EBDITA of around '' 60 crores annually.

Considering the focus on sustainability of textile industry
and the need to shift from linear to circular economy,
the Company has developed an in-house R&D process to
utilize textile waste in any form. A pilot plant is already
operational, processing various pre-consumer textile
waste such as garment and home linens.

The Company is also executing its Polyester Textiles
Recycling Project in its wholly owned subsidiary, Texfil
Private Limited. The estimated project cost shall be
around '' 300 crore for an annual capacity of 26,250 MT.
This project will use polyester textile waste in all forms
to produce polyester chips. We are setting up this plant
near our existing dahej facility. This location has easy
access to waste, raw material supply as well as good
infrastructure. Project engineering consultants have been
appointed. Building construction has already started and
equipment ordering are being finalized. Production is
expected to start by September 2026.

SUBSIDIARY COMPANY

During the year ended March 31, 2025, the Company
has acquired all existing 2,000 Equity Shares of Texfil
Private Limited at a face value of '' 10 each from
Mr. Madhu Sudhan Bhageria and Mr. Purrshottam
Bhaggeria, Promoter Directors of the Company. Texfil
Private Limited has become the Company’s wholly
owned subsidiary with effect from May 01, 2024. A
statement containing salient features of the Financial
Statement of the said Subsidiary Company is attached
as required under the first proviso to sub-section (3) of
Section 129 read with rule 5 of Companies (Accounts)
Rules, 2014 as Annexure “A”.

During the current financial year 2025-26, the Company
has, on 6^th May, 2025, acquired 1,99,80,000 Equity
Shares of face value of '' 1 each at a price of '' 10 each
of Texfil Private Limited (Texfil''), Wholly Owned Subsidiary
for an aggregate amount of '' 19.98 crore under Right
Issue.

FILATEX EMPLOYEE STOCK OPTIONS
SCHEME, 2015

The Nomination and Remuneration Committee of the
Company had at its meeting held on October 30, 2023,
approved grant of 27,20,000 (face value of '' 1/- per
share) stock options (“options”) to the eligible employees
of the Company under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS -2015), at an
exercise price of '' 48.05 per option (being the closing
price at BSE on October 27, 2023 i.e. immediately
preceding the grant date), each option being convertible
into one Equity Share of the Company upon vesting
subject to the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 and
the terms and conditions of the Filatex ESOS 2015.

During the year under review, the Nomination and
Remuneration Committee of the Board of Directors of
the Company at its meeting held on 29^th January, 2025,
approved grant of 1,50,000 Stock Options ("Options")
to the eligible Employees of wholly owned subsidiary
company i.e. Texfil Private Limited under the Filatex
Employee Stock Option Scheme 2015 (Filatex ESOS-
2015), at an exercise price of '' 46.61 per Option (being
the closing price at NSE on 28.01.2025 i.e. immediately
preceding the grant date), each Option being convertible
into one Equity Share of the Company upon vesting
subject to the Securities and Exchange Board of India
(Share Based Employee Benefits) Regulations, 2014 /
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the terms and conditions of
the Filatex ESOS 2015. The Options shall vest in three
instalments i.e. 35% on 30.10.2026, 25% on 30.10.2027
& 40% on 30.10.2028.

During the year 2025-26, the Nomination and
Remuneration Committee of the Board of Directors of
the Company at its meeting held on 23^rd July, 2025,
approved grant of 2,50,000 Stock Options (“Options”) to
the eligible employee of Texfil Private Limited, Wholly
Owned Subsidiary Company under the Filatex Employee
Stock Option Scheme 2015 (Filatex ESOS-2015), at an
exercise price of '' 59.00 per Option, each Option being
convertible into one Equity Share of the Company upon
vesting subject to the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulations,
2014 / SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 and the terms and conditions
of the Filatex ESOS 2015. The Options shall vest in four
instalments i.e.

Vesting	Time Period for Vesting	Options Vested
1st	On completion of 2 years from the date of Grant	15% of the total options granted
2nd	On completion of 3 years from the date of Grant	20% of the total options granted
3rd	On completion of 4 years from the date of Grant	25% of the total options granted
4th	On completion of 5 years from the date of Grant	40% of the total options granted

Diluted Earnings per share (EPS) taking the effect of
issuance of options under FiLatex ESOS 2015 had
been caLcuLated (refer Note No. 41 of the StandaLone
Financial Statement). Disclosure under SEBI (Share
Based Employees Benefits) Regulations, 2014 regarding
detaiLs of the FiLatex ESOS, 2015 for the financial year
ended March 31, 2025 has been given in Note 51 of the
StandaLone Financial Statement.

SHARE CAPITAL

Presently, the Company’s Issued & Paid-up Share CapitaL
is '' 44,38,55,500 consisting of 44,38,55,500 Equity
shares of '' 1/- each.

DEPOSITS

During the year under review, the Company has not
accepted any deposits.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Swarup Chandra
Parija (DIN: 00363608), Mr. Suraj Parkash Setia
(DIN: 00255049) and Smt. PaLLavi Joshi Bakhru (DIN:
01526618), Independent Directors of the Company were
ceased to be the Independent Directors of the Company
with effect from September 27, 2024 on completion of
their second and finaL term of 5 (five) years.

During the year under review, Mr. Manish Vij has been
appointed as an Independent Director of the Company
for the period starting from August 29, 2024 tiLL
September 30, 2025.

Mr. Purrshottam Bhaggeria (DIN: 00017938), Vice
Chairman & Managing Director, retires by rotation and
being eLigibLe, offer himseLf for re-appointment at the
ensuing AnnuaL GeneraL Meeting.

On the recommendation of Nomination & Remuneration
Committee, the Board of Directors of the Company in its
meeting heLd on 23^rd JuLy, 2025, inter-aLia, approved the
foLLowing:

1. Re-appointment of Mr. Rajender Mohan Malla

as an Independent Director of the Company for a
period of five years w.e.f. 27^th JuLy, 2025.

2. Re-appointment of Mr. Manish Vij as an
Independent Director of the Company for a period
of five years w.e.f. 30^th September, 2025.

3. Re-appointment of Mr. Madhu Sudhan Bhageria

as Chairman and Managing Director of the Company
for a further period of five years w.e.f. 30^th JuLy,
2025.

4. Re-appointment of Mr. Purrshottam Bhaggeria

as Managing Director designated as Vice Chairman
& Managing Director of the Company for a further
period of five years w.e.f. 30^th JuLy, 2025.

5. Re-appointment of Mr. Madhav Bhageria as
Managing Director of the Company for a further
period of five years w.e.f. 30^th JuLy, 2025.

The re-appointment(s) of Mr. Rajender Mohan
MaLLa, Mr. Manish Vij, Mr. Madhu Sudhan Bhageria,

Mr. Purrshottam Bhaggeria and Mr. Madhav Bhageria
have been approved subject to the approvaL of
shareholders in the ensuing AnnuaL GeneraL Meeting.

They have confirmed that they are not debarred from
hoLding office of director by virtue of any SEBI order or
any other such authority.

Mr. Rajender Mohan MaLLa, Ms. Meenakshi MaLLik, and
Mr. Manish Vij, Independent Directors have confirmed
that their names have been enroLLed in the Independent
Directors’ Databank.

The directors wouLd Like to confirm that the Company
has received declaration from all the Independent
Directors confirming their independence as weLL
as confirmation that “he/she is not aware of any
circumstance or situation, which exist or may be
reasonably anticipated, that couLd impair or impact his/
her abiLity to discharge his/her duties with an objective
independent judgement and without any externaL
influence”. Accordingly, the requirement of Section
149(6) of the Companies Act, 2013 and Regulation 16(1)
(b) & Regulation 25(8) of the Listing Regulations are duLy
compLied with. Pursuant to the circuLar reLating to the
“enforcement of SEBI Order regarding appointment of
directors by Listed companies” dated June 20, 2018, any
director of the Company is not debarred from hoLding
the office of director pursuant to any SEBI order. Your
directors wouLd Like to confirm that as per the opinion
of the Board of Directors, aLL the Independent Directors
of the Company meet the requirement of integrity,
expertise and experience (including the proficiency)
required for their appointment.

Pursuant to the provisions of Section 203 of the
Act, at present, the Key Managerial Personnel of the
Company are: Mr. Madhu Sudhan Bhageria (Chairman
and Managing Director), Mr. Purrshottam Bhaggeria (Vice
Chairman & Managing Director), Mr. Madhav Bhageria
(Managing Director), Mr. Nitin AgarwaL, Chief Financial
Officer and Mr. Raman Kumar Jha, Company Secretary
of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act,

2013 and SEBI ReguLations, the Board has carried out
an evaLuation of its own performance, the directors
individuaLLy and the evaLuation of the working of its Audit,
Nomination & Remuneration Committees, Stakeholders
ReLationship Committee and Finance & Corporate
Affairs Committee. The manner in which the evaLuation
has been carried out has been given in the Corporate
Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the
Nomination & Remuneration Committee has framed a
poLicy for seLection and appointment of Directors, Senior
Management and their remuneration. The Nomination
& Remuneration PoLicy is avaiLabLe on the Company’s
website www.flLatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 (“Act”),
the Corporate SociaL Responsibility (“CSR”) Committee
consists of Mr. Madhu Sudhan Bhageria as the Chairman,
Mr. Purrshottam Bhaggeria, Mr. Madhav Bhageria,

Mr. Rajender Mohan MaLLa and Ms. Meenakshi MaLLik, as
members.

The Board, on the recommendation of CSR Committee,
approved '' 496.37 Lakhs being two percent of average
net profits of '' 24818.74 Lakhs during preceding three
financiaL years of the Company caLcuLated in accordance
with the provision of Section 198 of the Companies Act,
2013 to be spent on CSR activities during the financiaL
year 2024- 25 in accordance with CSR PoLicy, which is
avaiLabLe at the Company website www.flLatex.com.

During the year under review, the Company has incurred
an expenditure of '' 76.72 Lakhs on Education, Swachh
Bharat Abhiyan, HeaLth faciLities, Promotion of sports,
making avaiLabLe safe drinking water, ruraL deveLopment,
women empowerment etc and an amount of '' 421.49
has been transferred to be spent to LaLa Govindramjee
CharitabLe Society, an impLementing agency towards
construction and setting up the schooL in EksaL ViLLage,
District Bharuch, Gujarat.

DetaiLs of the expenditure incurred towards CSR
activities for the financiaL year 2024-25 is annexed
herewith as Annexure “B”.

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were heLd
during the year. The detaiLs of which are given in the
Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013,
your Directors state that:

i. in the preparation of the annuaL accounts for the
financiaL year ended March 31, 2025, the appLicabLe
accounting standards have been foLLowed and that
there are no materiaL departures therefrom;

ii. they have seLected such accounting poLicies and
appLied them consistentLy and made judgments and
estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irreguLarities;

iv. they have prepared the annuaL accounts on a going
concern basis;

v. they 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

vi. That they have devised proper systems to ensure
compLiance with the provisions of aLL appLicabLe
Laws and that such systems are adequate and
operating effectiveLy.

SECRETARIAL STANDARDS

Your Directors state that appLicabLe SecretariaL
Standards, i.e. SS-1 and SS-2, reLating to ‘Meetings
of the Board of Directors’ and ‘GeneraL Meetings’,
respectiveLy, have been duLy foLLowed by the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management
Discussion & AnaLysis as per ScheduLe V of the
SEBI (Listing ObLigations DiscLosure Requirements)
ReguLations,2015 aLong with Certificate regarding
compLiance of conditions of Corporate Governance are
annexed herewith as Annexure “C”.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of ReguLation 34 of the SEBI (Listing ObLigations
and DiscLosure Requirements), ReguLation, 2015, the
Management Discussion & AnaLysis is set out in this
AnnuaL report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In recent years, the importance of addressing cLimate
change, promoting incLusive growth, and transitioning
to a sustainabLe economy has gained significant gLobaL
attention. Investors and stakehoLders now expect
companies to be responsibLe and sustainabLe in their
practices, pLacing equaL importance on reporting their
performance on sustainabiLity-reLated factors aLongside
financiaL and operationaL performance.

As per the amendment to ReguLation 34(2)(f) of the
Listing ReguLations, 2015 and the NationaL GuideLines
on ResponsibLe Business Conduct (NGRBC) issued by
the Ministry of Corporate Affairs, Government of India,
the top one thousand Listed companies are required
to prepare and present a Business ResponsibiLity and
SustainabiLity Report (BRSR) to stakehoLders. This
repLaces the previous Business ResponsibiLity Report
(BRR) and foLLows internationaLLy accepted reporting
frameworks such as GRI, SASB, TCFD, and Integrated
Reporting.

Starting from the financiaL year 2022-23, fiLing the
BRSR has become mandatory for the top 1000 Listed
companies based on market capitaLization, repLacing
the BRR. As of December 31, 2024, Our Company is
ranked 967 at NSE and 979 at BSE based on market
capitaLization. The BRSR requires Listed entities to
discLose their performance against the nine principLes
of the NGBRC, with reporting divided into essentiaL and
Leadership indicators. EssentiaL indicators are mandatory
to report, whiLe reporting Leadership indicators is
voLuntary.

The Business Responsibility and SustainabiLity Report for
the financial year ended March 31, 2025 is attached wit
this annual report.

AUDITORS

As per the provisions of Section 139 of the Companies
Act 2013, M/s Arun K. Gupta & Associates (Firm
Registration No. 000605N) was re-appointed as the
Statutory Auditors to hold office for the second term of
five years commencing financial year 2022-23 to hold
office from the conclusion of the 32^nd Annual General
Meeting of the Company tiLL the conclusion of the 37^th
Annual General Meeting to be held in 2027 on such
remuneration plus GST, out-of-pocket expenses etc. to
be decided by the Board of Directors.

JOINT STATUTORY AUDITOR

In accordance with the provisions of Section 139 of
the Companies Act, 2013 read with RuLe 6 of the
Companies (Audit and Auditors) Rules, 2014, Members
of the Company in their AnnuaL GeneraL Meeting heLd
on September 30, 2020, appointed M/s R. N. Marwah
& Co. LLP, (Firm Registration no. (001211N/N500019),
Chartered Accountants, as the Joint Statutory Auditor
of the Company for a term of five years commencing
from the Company’s financial year 2020-21 to hold
office from the conclusion of the 30^th AnnuaL GeneraL
Meeting of the Company tiLL the conclusion of the 35^th
AnnuaL GeneraL Meeting to be heLd in 2025 on such
remuneration pLus GST, out-of-pocket expenses etc. as
decided by the Board of Directors.

AUDITORS'' REPORT

There are no quaLifications, reservations or adverse
remarks made by M/s Arun K. Gupta & Associates,
Statutory Auditors and M/s R. N. Marwah & Co. LLP,
Joint Statutory Auditor, in their report for the FinanciaL
Year ended March 31, 2025. The Statutory Auditors and
Joint Statutory Auditor have not reported any incident of
fraud to the Audit Committee of the Company/CentraL
Government in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao
& Co., (Firm Registration No. 000008) a firm of Cost
Auditors, for conducting the audit of cost records for
the financiaL year 2025-26 as the Cost Auditor at a
remuneration of '' 75,000 pLus GST and out of pocket
expense.

In accordance with the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) RuLes, 2014, the remuneration payabLe
to the Cost Auditors, as recommended by the Audit
Committee and approved by the Board of Directors, is
required to be ratified by the members of the Company.
AccordingLy, ratification by the members is sought for
the remuneration payabLe to the Cost Auditors for the
financiaL year ending March 31, 2026 by passing an
Ordinary ResoLution as set out at Item No. 4 of AGM
Notice.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate,

Practising Company Secretary, to conduct SecretariaL
Audit for the financiaL year 2024-25. The SecretariaL
Audit Report for the financiaL year ended March 31, 2025
is annexed herewith as Annexure “D”. The SecretariaL
Audit Report does not contain any quaLification,
reservation or adverse remark.

In accordance with the provisions of Section 204
of the Act read with Companies (Appointment and
Remuneration of ManageriaL PersonneL) RuLes, 2014
and ReguLation 24A of the Listing ReguLations, the
Board has recommended to the Members of the
Company the appointment of M/s Siddiqui & Associate,
Practising Company Secretary (Firm Registration No.
S1988DE004300), as the SecretariaL Auditor of the
Company for a term of 5 (five) consecutive financiaL
years, commencing from the financiaL year 2025-26 to
the financiaL year 2029-30 to conduct SecretariaL Audit
of the Company. They have confirmed their eLigibiLity
and quaLification required under the Act and the Listing
ReguLations for hoLding the office, as the SecretariaL
Auditor of the Company.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

ALL contracts/arrangements/transactions entered by the
Company during the financiaL year with reLated parties
were in the ordinary course of business and on an arm’s
Length basis. During the year, the Company had not
entered into any contract/arrangement/transaction with
reLated parties which may be considered as materiaL
in accordance with the poLicy of the Company on
materiaLity of reLated party transactions.

Pursuant to Section 134(3)(h) of the Companies Act,
2013 and RuLe 8(2) of the Companies (Accounts)

RuLes, 2014), Form No. AOC-2 is annexed herewith as
Annexure “E”.

PoLicy for determining ‘materiaL’ subsidiaries and the
PoLicy on reLated party transactions as approved by
the Board may be accessed on the Company’s website
www.flLatex.com.

Your Directors draw attention of the members to Note
no. 47 to the standaLone financiaL statement which sets
out reLated party discLosure.

STOCK EXCHANGE LISTING

PresentLy, the Equity Shares of the Company are
Listed on NationaL Stock Exchange and Bombay Stock
Exchange. The AnnuaL Listing Fee for the year 2025-26
has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

A statement reLating to conservation of energy,
technoLogy absorption, foreign exchange earnings and
outgo, as required to be discLosed under the Companies
Act, 2013, is annexed herewith as Annexure “F”.

PARTICULARS OF EMPLOYEES

During the year under review, no employees of the
Company received remuneration more than '' 102.00
Lakhs per annum or '' 8.50 Lakhs per month if empLoyed
for part of the year except Mr. Madhu Sudhan Bhageria,
Chairman & Managing Director, Mr. Purrshottam
Bhaggeria & Mr. Madhav Bhageria, Joint Managing
Directors of the Company. Accordingly, information
pursuant to the provisions of Section 197(12) of
the Companies Act read with RuLes 5(2) and 5(3) of
the Companies (Appointment and Remuneration of
Managerial PersonneL) RuLes, 2014 is given in
Annexure “G”.

DiscLosures pertaining to remuneration and other
detaiLs as required under Section 197(12) of the Act
read with RuLe 5(1) of the Companies (Appointment and
Remuneration of ManageriaL PersonneL) RuLes, 2014 and
name and designation of Top ten empLoyees in terms of
remuneration drawn are annexed herewith as
Annexure “G”.

VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013
and SEBI ReguLations, the Company has formuLated
the WhistLe BLower poLicy/VigiL Mechanism. The
Protected DiscLosures shouLd be reported in writing by
the compLainant as soon as possibLe, not Later than
30 days after the WhistLe BLower becomes aware of
the same and shouLd either be typed or written in a
LegibLe handwriting in EngLish/Hindi/Gujarati and the
same shouLd be addressed to the VigiLance Officer of
the Company or in exceptionaL cases, to the Chairman
of the Audit Committee. The PoLicy on VigiL Mechanism
and whistLe bLower poLicy may be accessed on the
Company’s website www.flLatex.com.

During the year under review, no compLaint was received
from any WhistLe BLower. No personneL of the Company
were denied access to the Audit Committee. In this
regard, Mr. Ashok Chauhan, Chief Visionary Officer is the
VigiLance Officer of the Company.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act,

2013 & SEBI ReguLations, the Company has Laid down
Risk Management PoLicy to inform Board members about
the risk assessment and minimization procedures which
is aLso given in the Corporate Governance Report. The
Board of Directors don’t foresee any eLements of risk,
which in its opinion, may threaten the existence of the
Company.

RISK MANAGEMENT COMMITTEE

The Company constituted the Risk Management
Committee consists of two Directors nameLy, Mr. Madhu
Sudhan Bhageria, Chairman & Managing Director,

Ms. Meenakshi MaLLik, Independent Director & one senior
executive, Mr. Ashok Chauhan, Chief Visionary Officer
of the Company. Mr. Madhu Sudhan Bhageria wiLL be
Chairman of the Risk Management Committee.

The poLicy on Risk Management as approved by the
Board is upLoaded on the Company’s website www.
flLatex.com.

Your Company beLieves that severaL factors such as
advancements in technoLogy, prevaLent geo-poLiticaL
environment and stringent reguLatory and environmentaL
requirements have consequentiaL impacts across the
vaLue chain of a business. These impacts are LikeLy to
continue and intensify over time and for a business to
be sustainabLe, it needs to adapt to the environment
by managing risks and opportunities in a systematic
manner.

The Board of Directors of the Company are responsibLe
for risk oversight functions. Risk Management
Committee provide guidance for impLementing the
risk management poLicy across the organisation. The
operation heads of each business units are primariLy
responsibLe for impLementing the risk management
poLicy of the Company and achieving the stated objective
of deveLoping a risk inteLLigent cuLture that heLps to
improve the Company’s performance. The responsibiLity
of tacking and monitoring the key risks of the division/
business unit periodicaLLy and impLementing suitabLe
mitigation pLans proactiveLy is with the senior executives
of various functionaL units. These risk owners are
expected to avoid any undue deviations or adverse
events and uLtimateLy heLp in creating vaLue for the
business.

PARTICULARS OF LOANS GIVEN,
INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

ParticuLars of Loans given, investments made, guarantees
given and securities provided aLong with the purpose for
which the Loan or guarantee or security is proposed to
be utiLized by the recipient are provided in the flnanciaL
statement (PLease refer to Note No(s). 6, 7, 12, & 16 to
the standaLone flnanciaL statement).

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has put in pLace and practiced an Anti
SexuaL Harassment PoLicy in Line with the requirements
of The SexuaL Harassment of Women at the WorkpLace
(Prevention, Prohibition & RedressaL) Act, 2013. InternaL
CompLaints Committee (ICC) had been set up to redress
compLaints regarding sexuaL harassment. ALL empLoyees
are covered under this poLicy. During the year under
review, the Company has not received any compLaint
under the said PoLicy.

ANNUAL RETURN

The AnnuaL Return for the financial, year 2023-24 is
avaiLabLe on the website of the Company www.fiLatex.
com.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is
required in respect of the foLLowing matters as there is
no transaction on these items during the year under
review:

(i) DetaiLs reLating to deposits covered under Chapter V
of the Act.

(ii) Issue of equity shares with differentiaL rights as to
dividend, voting or otherwise.

(iii) Issue of shares (incLuding sweat equity shares) to
empLoyees of the Company under any scheme save
and except EmpLoyees’ Stock Options Schemes
referred to in this Report.

(iv) The Company does not have any scheme of
provision of money for the purchase of its own

shares by empLoyees or by trustees for the benefit
of empLoyees.

(v) 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.

(vi) There is no Corporate InsoLvency ResoLution Process
initiated under the InsoLvency and Bankruptcy Code,
2016 against the Company.

ACKNOWLEDGEMENTS

The Board of Directors is pLeased to pLace on record
its sincere appreciation for the assistance, support and
cooperation received from its Bankers, Government
Authorities, DeaLers, Customers and Vendor. Your
Directors wouLd Like to record their sincere appreciation
for the dedicated efforts put in by aLL empLoyees,
their commitment and contribution ensuring smooth
operations that your Company has achieved during the
year. The directors aLso pLace on record their sincere
appreciation for the confidence reposed by the Members
in the Company.

For and on BehaLf of the Board of Directors
Madhu Sudhan Bhageria

Place: New DeLhi Chairman and Managing Director

Date: 23^rd JuLy, 2025 DIN:0021934

---

Mar 31, 2024

Your Directors have pleasure in presenting 34^th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

in I aUhei

Particulars	2023-24	2022-23
Total revenue (Turnover)	4,28,590	4,30,387
Other income	1,420	1,623
Total Income	4,30,010	4,32,010
Profit before Finance cost, Exchange fluctuation, Depreciation and Tax	25,335	24,821
Finance cost	2,911	5,938
Exchange fluctuation loss/(gain)	130	(191)
Depreciation & amortization expense	7,251	6,866
Profit before exceptional items & tax	15,043	12,208
Exceptional items	-	-
Profit before tax	15,043	12,208
Tax expense
- Current	2,946	3,556
- Deferred	1,031	(338)
Total tax	3,977	3,218
Net profit after tax	11,066	8,990
Other comprehensive losses/(income)	80	(24)
Total comprehensive income	10,986	9,014

DIVIDEND

The Board of Directors of the Company (''the Board'') has recommended finaldividend of '' 0.20 (Twenty Paisa) per equity share of the Company for the year ended March 31, 2024. The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company scheduled to be held on September 27, 2024. The dividend once approved by Shareholders will be paid within the statutory time limit.

As per Section 194 of Income Tax Act, a Company is required to deduct TDS @ 10% on dividend payment if it exceeds '' 5,000/-. However, no TDS shall be deducted in the case of any dividend payment to Life Insurance Corporation, General Insurance Corporation of India, any other insurer and Mutual Funds specified u/s 10(23D) of Income Tax Act. Moreover, as per Section 195 of the Act TDS is required to deduct @ 20% plus surcharge on payment of Dividend to Non-Resident.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"), the Dividend Distribution Policy of the Company is available on the Company''s website www.filatex.com.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to the Reserves and the entire amount of profits has been retained in the profit and loss account.

OPERATIONS & EXPANSION

Despite the challenging market environment in FY24, the Company has achieved more than 95% capacity utilization on an annual basis. The Company achieved its highest production and sales quantities of 4,05,603 MT and 4,01,052 MT.

The Company has added 70 tons per day capacity to produce cationic chips which will help improve the margins of the Company.

Considering the focus on sustainability of textile industry and the need to shift from linear to circular economy, the Company has developed an in-house R&D process to utilize textile waste in any form. It had set up a pilot plant of 1500 Kgs per day, which is now operating steadily. Based on the success of the pilot plant, the Company has decided to set up a scaled plant with a capacity around 75 tons per day.

SUBSIDIARY COMPANY

During the year ended March 31,2024, the Company doesn''t have any subsidiary. Therefore, Statement containing salient features of the Financial Statement of the said Subsidiary Company is not required to be attached as required under the first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014.

However, during the current financial year 2024-25, the Company has acquired allexisting 2,000 Equity Shares of Texfil Private Limited at a face value of '' 10 each from Mr. Madhu Sudhan Bhageria and Mr. Purrshottam Bhaggeria, Promoter Directors of the Company. Texfil Private Limited has become the Company''s wholly owned subsidiary with effect from May 01,2024.

FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015

The Nomination and Remuneration Committee of the Company had at its meeting held on October 30, 2023, approved grant of 27,20,000 (face value of '' 1/- per share) stock options ("options") to the eligible employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS -2015), at an exercise price of '' 48.05 per option (being the closing price at BSE on October 27, 2023 i.e. immediately preceding the grant date), each option being convertible into one Equity Share of the Company upon vesting subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS 2015.

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No. 40 of the Financial Statement). Disclosure under SEBI (Share Based Employees Benefits) Regulations, 2014 regarding details of the Filatex ESOS, 2015 for the financial year ended March 31, 2024 has been given in Note 50 of the Financial Statement.

SHARE CAPITAL

Presently, the Company''s Issued & Paid-up Share Capital is '' 44,38,55,500 consisting of 44,38,55,500 Equity shares of '' 1/- each.

DEPOSITS

During the year under review, the Company has not accepted any deposits.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri Ashok Chauhan, who had been re-appointed as a Whole-Time Director of the Company for the period of two years with effect from May 01,2022, was ceased to be director of the Company with effect from the close of business hours of April 30, 2024 on account of end of his term.

Shri Madhav Bhageria (DIN: 00021953), Joint Managing Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Nitin Agarwal, Vice President (Finance) of the Company, has been appointed as Chief FinancialOfficer of the Company w.e.f. August 08, 2024. Upon the promotion of Mr. Nitin Agarwal to CFO position, Shri Madhav Bhageria, Joint Managing Director of the Company, was also discharging the responsibilities of Chief Financial Officer, has relieved himself from the responsibilities of said position. He will continue to act as Joint Managing Director of the Company.

Ms. Meenakshi Mallik has been appointed as an Independent Additional Director of the Company for the period starting from August 08, 2024 till September 30, 2027, subject to the approval of shareholders in the ensuing Annual General Meeting.

Shri Swarup Chandra Parija, Shri SurajParkash Setia, Smt. Pallavi Joshi Bakhru, Shri Rajender Mohan Malla and Ms. Meenakshi Mallik Independent Directors have confirmed that their names have been enrolled in the Independent Directors'' Databank.

The directors would like to confirm that the Company has received declaration from all the Independent Directors confirming their independence as wellas confirmation that "he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/her duties with an objective independent judgement and without any externalinfluence". Accordingly, the requirement of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) & Regulation 25(8) of the Listing Regulations are duly complied with. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, any director of the Company is not debarred from holding the office of director pursuant to any SEBI order. Your directors would like to confirm that as per the opinion of the Board of Directors, all the Independent Directors of the Company meet the requirement of integrity, expertise and experience (including the proficiency) required for their appointment.

Pursuant to the provisions of Section 203 of the Act, at present, the Key Managerial Personnel of the Company are: Shri Madhu Sudhan Bhageria, Chairman and Managing Director, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Joint Managing Directors, Mr. Nitin Agarwal, Chief Financial Officer and Mr. Raman Kumar Jha, Company Secretary of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees, Stakeholders Relationship Committee and Finance & Corporate Affairs Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is available on the Company''s website www.flatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Corporate SocialResponsibility ("CSR") Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved '' 552.98 Lakhs being two percent of average net profits of '' 27,649.20 Lakhs during preceding three financial years of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 to be spent on CSR activities during the financial year 202324 in accordance with CSR Policy, which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an expenditure of ''504.12 Lakhs on Education, Swachh Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability, rural development, women empowerment etc. However, balance amount of '' 48.86 Lakhs could not be spent due to ongoing project. The Board of Directors in its meeting held on February 14, 2020 approved to start a 20 Bed Hospital with a causality/emergency ward at a budgeted cost of the project of '' 600 Lakhs which will be funded from our CSR budget in the coming years. Eventually, over the years, we will build a 50 Beds Hospital and School (hereinafter referred as "Ongoing Project")

Pursuant to Section 135(6) of the Companies Act, 2013, the Company transferred an amount of '' 48.86 Lakhs in CSR Unspent Account (FY 2023-24) on April 29, 2024. The said amount shall be spent within a period of three financial years from the date of such transfer for above Ongoing Project, failing which, the Company shall transfer the same to a Fund specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year.

During the financialyear ended March 31, 2023, Lala Govindramjee Charitable Society, an implementing agency, bought land in Village Eksal, District Bharuch, Gujarat to set up a new School. The Company, till March 31, 2024, has already made contribution of around '' 600 Lakhs to the Society for the purpose of setting up a School and the Society already started the construction of the school building.

The Board of Directors, on the recommendation of the CSR Committee, in its meeting held on April 30, 2024 approved an additional amount of '' 1,150 Lakhs towards completing the construction and related activities for the said school in Village Eksal, District Bharuch, Gujarat which willbe completed by end of FY 2026.

Details of the expenditure incurred towards CSR activities for the financialyear 2023-24 is annexed herewith as Annexure "A".

MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annualaccounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures therefrom;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internalfinancialcontrols to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and

vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 along with Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure "B".

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015, the Management Discussion & Analysis is set out in this Annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In recent years, the importance of addressing climate change, promoting inclusive growth, and transitioning to a sustainable economy has gained significant global attention. Investors and stakeholders now expect companies to be responsible and sustainable in their practices, placing equal importance on reporting their performance on sustainability-related factors alongside financial and operational performance.

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks such as GRI, SASB, TCFD, and Integrated Reporting.

Starting from the financial year 2022-23, filing the BRSR has become mandatory for the top 1000 listed companies based on market capitalization, replacing the BRR. As of March 31,2024, Our Company is ranked 831 at NSE and 851 at BSE based on market capitalization. The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary.

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2024 is attached with this annual report.

AUDITORS

As per the provisions of Section 139 of the Companies Act 2013, M/s Arun K. Gupta & Associates (Firm Registration No. 000605N) was re-appointed as the Statutory Auditors to hold office for the second term of five years commencing financial year 2022-23 to hold office from the conclusion of the 32^nd Annual General Meeting of the Company till the conclusion of the 37^th Annual General Meeting to be held in 2027 on such remuneration plus GST, out-of-pocket expenses etc. to be decided by the Board of Directors.

JOINT STATUTORY AUDITOR

In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, Members of the Company in their Annual General Meeting held on September 30, 2020, appointed M/s R. N. Marwah & Co. LLP, (Firm Registration no. (001211N/N500019), Chartered Accountants, as the Joint Statutory Auditor of the Company for a term of five years commencing from the Company''s

financial year 2020-21 to hold office from the conclusion of the 30^th Annual General Meeting of the Company till the conclusion of the 35^th Annual General Meeting to be held in 2025 on such remuneration plus GST, out-of-pocket expenses etc. as decided by the Board of Directors.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s Arun K. Gupta & Associates, Statutory Auditors and M/s R. N. Marwah & Co. LLP, Joint Statutory Auditor, in their report for the Financial Year ended March 31, 2024. The Statutory Auditors and Joint Statutory Auditor have not reported any incident of fraud to the Audit Committee of the Company/Central Government in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2024-25 as the Cost Auditor at a remuneration of '' 70,000 plus GST and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate,

Practising Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure "C" The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Allcontracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which may be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as Annexure "D".

Policy for determining ''material'' subsidiaries and the Policy on related party transactions as approved by the Board may be accessed on the Company''s website www.filatex.com

Your Directors draw attention of the members to Note no. 46 to the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2024-25 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure "E"

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than '' 102.00 Lakhs per annum or '' 8.50 Lakhs per month if employed for part of the year except Shri Madhu Sudhan Bhageria, Chairman & Managing Director, Shri Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint Managing Director of the Company. Accordingly, information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure "F".

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as Annexure "F".

VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013 and SEBI Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company''s website www.filatex.com

During the year under review, no complaint was received from any Whistle Blower. No personnel of the Company were denied access to the Audit Committee. In this regard, Shri Ashok Chauhan, Chief Visionary Officer is the Vigilance Officer of the Company.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report. The Board of Directors don''t foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

RISK MANAGEMENT COMMITTEE

The Company constituted the Risk Management Committee consists of two Directors namely, Shri Madhu Sudhan Bhageria, Chairman & Managing, Smt. Pallavi Joshi Bakhru, Independent Director & two senior executives, Shri Ashok Chauhan, Chief Visionary Officer and Shri Rajiv Kumar Kasturia, President (Marketing) of the Company. Shri Madhu Sudhan Bhageria will be Chairman of the Risk Management Committee.

The policy on Risk Management as approved by the Board is uploaded on the Company''s website www.filatex.com

Your Company believes that several factors such as advancements in technology, prevalent geo-political environment and stringent regulatory and environmental requirements have consequential impacts across the value chain of a business. These impacts are likely to continue and intensify over time and for a business to be sustainable, it needs to adapt to the environment by managing risks and opportunities in a systematic manner

The Board of Directors of the Company are responsible for risk oversight functions. Risk Management Committee provide guidance for implementing the risk management policy across the organisation. The operation heads of each business units are primarily responsible for implementing the risk management policy of the Company and achieving the stated objective of developing a risk intelligent culture that helps to improve the Company''s performance. The responsibility of tacking and monitoring the key risks of the division/business unit periodically and implementing suitable mitigation plans proactively is with the senior executives of various functional units. These risk owners are expected to avoid any undue deviations or adverse events and ultimately help in creating value for the business.

PARTICULARS OF LOANS GIVEN,

INVESTMENTS MADE, GUARANTEES

GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No(s). 6, 11 & 15 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. InternalComplaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

ANNUAL RETURN

The Annual Return for the financial year 2022-23 is available

on the website of the Company www.filatex.com

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there is no

transaction on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Act.

(ii) Issue of equity shares with differentialrights as to dividend, voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

(v) 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.

(vi) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016 against the Company.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendor. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. The directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors Madhu Sudhan Bhageria

Place: New Delhi Chairman and Managing Director

Date: August 08, 2024 DIN: 00021934

---

Mar 31, 2023

Directors’ Report

Dear Members,

Your Directors have pleasure in presenting 33^rd Annual Report of the Company along with the Audited Financial Statements for the

financial year ended March 31, 2023.

FINANCIAL RESULTS

Particulars	2022-23	2021-22
Total revenue (Turnover)	4,30,387	3,82,809
Other income	1,814	2,523
Total Income	4,32,201	3,85,332
Profit before Finance Cost, Depreciation and Tax	25,012	55,633
Finance Cost	5,938	3,600
Depreciation & amortization expense	6,866	6,338
Profit/(Loss) before exceptional items & tax	12,208	45,695
Exceptional Items-Profit	-	164
Profit before tax	12,208	45,859
Tax expense
- Current	3,556	14,010
- Deferred	(338)	1,576
Total Tax	3,218	15,586
Net Profit/(Loss) after tax	8,990	30,273
Other comprehensive losses	24	30
Total comprehensive income	9,014	30,243

DIVIDEND

The Board of Directors of the Company (''the Board'') has
recommended final dividend of '' 0.15 (Fifteen Paisa) per equity
share of the Company for the year ended March 31, 2023.
The dividend on equity shares is subject to the approval of the
Shareholders at the ensuing Annual General Meeting of the
Company scheduled to be held on September 27, 2023. The
dividend once approved by Shareholders will be paid within the
statutory time limit.

As per section 194 of Income Tax Act, a Company is required to

deduct TDS @ 10% on dividend payment if it exceed '' 5000/-.
However, no TDS shall be deducted in the case of any dividend
payment to, Life Insurance Corporation, General Insurance
Corporation of India, any other insurer and Mutual Funds
specified u/s 10(23D) of Income Tax Act. Moreover, as per section
195 of the Act TDS is required to deduct @ 20% plus surcharge on
payment of Dividend to Non-Resident.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015 ("Listing Regulations"), the Dividend
Distribution Policy of the Company is available on the Company''s

website www.filatex.com.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to
the Reserves and the entire amount of profits has been retained
in the profit and loss account.

OPERATIONS & EXPANSION

This has been a difficult year for the Company due to various
macro factors such as the Ukraine-Russia war, global economic
slowdown and a prolonged COVID lockdown in China. All these
factors have adversely affected the market demand and selling
prices. The Indian polyester industry has been facing intense
competition from cheaper Chinese imports in the domestic
market. High volumes of Chinese imports have led to a price war
in the domestic market forcing all Indian manufacturers to sell at
lower prices to match import prices to maintain market share,
which has adversely affected the margins.

Despite the challenging market environment, the Company
has achieved 97% capacity utilization on an annual basis. The
Company achieved its highest production and sales quantities of

3,80,197 MT and 3,82,133 MT respectively in FY23.

The Company commissioned and started commercial production
of its project for debottlenecking melt capacity of 50 MT per day
and manufacturing lines of 120 MT per day POY at Dahej Plant in
September 2022.

The Company continues to be engaged in R & D activities to
develop process parameters for chemical recycling of Polyester
waste. It has set up a 1500 Kgs per day pilot plant to revalidate
the process conditions and operating costs. The Company has
taken trials of spinning the recycled chips and converted the
yarn into cloth to test the parameters. The results are positive
and encouraging.

SUBSIDIARY COMPANY

During the year ended March 31, 2023, the Company doesn''t
have any subsidiary. Therefore, Statement containing salient
features of the Financial Statement of the said Subsidiary
Company is not required to be attached as required under the

first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014.

FILATEX EMPLOYEE STOCK OPTIONS
SCHEME, 2015

The Nomination & Remuneration Committee had, at its
meeting held on May 07, 2018, granted 4,30,000 stock options
("options") of face value of '' 10 each [subsequently sub-divided
into 21,50,000 shares of face value of '' 2 each] to the eligible
Employees of the Company under the Filatex Employee Stock
Option Scheme 2015 (Filatex ESOS -2015) at an exercise price
of '' 211 per option (after sub-division, '' 42.20 per option) (being
the closing price at BSE on February 11, 2016 i.e. immediately
preceding the grant date), each option being convertible into
one Equity Share of the Company upon vesting subject to the
Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 and the terms and conditions of the
Filatex ESOS 2015.

On the recommendation of Nomination & Remuneration
Committee in its meeting held on August 28, 2020, Members of
the Company in their Annual General Meeting held on September
30, 2023 approved the repricing of the outstanding employee

stock options granted in 2^nd Tranche under Filatex Employee
Stock Option Scheme, 2015 from Exercise price of '' 42.20 per

option to '' 28.85 per option.

The Board of Directors in their meeting held on November 08,

2022 had approved the sub-division of One Equity Shares of the
Company having a face value of '' 2/- (Rupees Two only) each into
2 (Two) Equity Shares having a face value of '' 1/- (Rupee One
only) each. The Members of the Company passed the resolution
for the sub-division of shares through postal ballot on December
14, 2022. Accordingly, the number of stock options and price
thereof were adjusted.

Diluted Earnings per share (EPS) taking the effect of issuance of

options under Filatex ESOS 2015 had been calculated (refer Note
No. 40 of the Financial Statement). Disclosure under SEBI (Share
Based Employees Benefits) Regulations, 2014 regarding details
of the Filatex ESOS, 2015 for the financial year ended March 31,

2023 has been given in Note 50 of the Financial Statement.

SHARE CAPITAL

The Board of Directors in their meeting held on November 08,
2022 had approved the sub-division of One Equity Shares of the
Company having a face value of '' 2/- (Rupees Two only) each into
2 (Two) Equity Shares having a face value of '' 1/- (Rupee One
only) each. The Members of the Company passed the resolution
for the sub-division of shares through postal ballot on December
14, 2022.

The Company allotted 8,44,250 Equity Shares of '' 1 each on
June 08, 2023 at an exercise price of ? 14.425 per share against
exercise of Stock Options to the Employees of the Company
under Filatex Employee Stock Option Scheme 2015 (Filatex

ESOS-2015).

Presently, the Company''s Issued & Paid-up Share Capital is

'' 44,38,55,500 consisting of 44,38,55,500 Equity shares of
'' 1/- each.

DEPOSITS

During the year under review, the Company has not accepted
any deposits.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Shri Purrshottam Bhaggeria (DIN: 00017938), Joint Managing
Director, retires by rotation and being eligible, offer himself for
re-appointment at the ensuing Annual General Meeting.

Shri Swarup Chandra Parija, Shri Suraj Parkash Setia and Smt.
Pallavi Joshi Bakhru and Shri Rajender Mohan Malla, Independent
Directors have confirmed that their names have been enrolled in
the Independent Directors'' Databank.

The directors would like to confirm that the Company has received
declaration from all the Independent Directors confirming
their independence as well as confirmation that "he/she is not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/her
ability to discharge his/her duties with an objective independent
judgement and without any external influence" Accordingly,
requirement of Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) & Regulation 25 (8) of the Listing Regulations
are duly complied with. Pursuant to the circular relating to the
"enforcement of SEBI Order regarding appointment of directors
by listed companies" dated June 20, 2018, any director of the
Company, is not debarred from holding the office of director
pursuant to any SEBI order. Your directors would like to confirm
that as per opinion of the Board of Directors, all the Independent
Directors of the Company meet the requirement of integrity,
expertise and experience (including the proficiency) required for
their appointment.

Pursuant to the provisions of Section 203 of the Act, at present,
the Key Managerial Personnel of the Company are: Shri Madhu
Sudhan Bhageria, Chairman and Managing Director, Shri
Purrshottam Bhaggeria, Joint Managing Director & Shri Madhav
Bhageria, Joint Managing Director & CFO, Shri Ashok Chauhan,
Whole-Time Director and Shri Raman Kumar Jha, Company
Secretary of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI
Regulations, the Board has carried out an evaluation of its own
performance, the directors individually and the evaluation of the
working of its Audit, Nomination & Remuneration Committees,
Stakeholders Relationship Committee and Finance & Corporate
Affairs Committee. The manner in which the evaluation has been
carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &
Remuneration Committee has framed a policy for selection
and appointment of Directors, Senior Management and their

remuneration. The Nomination & Remuneration Policy is

available on the Company''s website www.filatex.com.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Corporate
Social Responsibility ("CSR") Committee consists of Shri Madhu
Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria,
Shri Madhav Bhageria and Smt. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved

'' 550.56 lakhs being two percent of average net profits of
'' 27,528.06 lakhs during preceding three financial years of the
Company calculated in accordance with the provision of Section
198 of the Companies Act, 2013 to be spent on CSR activities
during the financial year 2022-23 in accordance with CSR Policy,
which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an
expenditure of '' 286.18 lakhs (including Interest of '' 6.12 lakhs
accrued on Unspent CSR Bank Accounts) on Education, Swachh
Bharat Abhiyan, Health facilities, Promotion of sports, making
available safe drinking water, environment sustainability, rural
development, women empowerment etc. However, it could not
be spent due to setting up a new Hospital in Jolva Village, Dahej.
The Board of Directors in its meeting held on February 14, 2020
approved to start a 20 Bed Hospital with a causality/emergency
ward at a budgeted cost of the project is '' 600 lakhs which will be
funded from our CSR budget in the coming years. Eventually, over
the years, we will build a 50 Beds Hospital and School (hereinafter
referred as “Ongoing Project”).

Pursuant to Section 135(6) of the Companies Act, 2013, the
Company has transferred an amount of '' 270.50 lakhs in CSR
Unspent Account (FY 2022-23) on April 30, 2023. The said
amount shall be spent within a period of three financial years
from the date of such transfer for above Ongoing Project, failing
which, the Company shall transfer the same to a Fund specified
in Schedule VII, within a period of thirty days from the date of
completion of the third financial year.

During the financial year ended March 31, 2023, the Company/
Lala Govindramjee Charitable Society, an implementing agency,
bought land in Bharuch District, Gujarat for the purpose of
Ongoing Project at a cost of '' 368.81 lakhs. In this regard, the
Company had transferred '' 229.06 lakhs from separate unspent
CSR Bank accounts (FY 2020-21 & FY 2021-22) including
interest accrued thereon to Lala Govindramjee Charitable Society.

Details of the expenditure incurred towards CSR activities for the
financial year 2022-23 is annexed herewith as Annexure "A".

MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during
the year. The details of which are given in the Corporate
Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your
Directors state that:

i. in the preparation of the annual accounts for the financial
year ended March 31, 2023, the applicable accounting
standards have been followed and that there are no material

departures therefrom;

ii. they have selected such accounting policies and applied
them consistently and made judgments and estimates

that were 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 profits of the Company for
that period;

iii. they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 2013, for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. they have prepared the annual accounts on a going
concern basis.

v. they 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

vi. that they have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e.
SS-1 and SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings, respectively, have been duly followed by
the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report and Management Discussion
& Analysis as per Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 along with
Certificate regarding compliance of conditions of Corporate
Governance are annexed herewith as Annexure "B".

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements), Regulation, 2015, the Management
Discussion & Analysis is set out in this Annual report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In recent years, the importance of addressing climate change,
promoting inclusive growth, and transitioning to a sustainable
economy has gained significant global attention. Investors
and stakeholders now expect companies to be responsible
and sustainable in their practices, placing equal importance on
reporting their performance on sustainability-related factors
alongside financial and operational performance.

As per the amendment to Regulation 34(2)(f) of the Listing
Regulations, 2015 and the National Guidelines on Responsible
Business Conduct (NGRBC) issued by the Ministry of Corporate
Affairs, Government of India, the top one thousand listed
companies are required to prepare and present a Business
Responsibility and Sustainability Report (BRSR) to stakeholders.
This replaces the previous Business Responsibility Report (BRR)
and follows internationally accepted reporting frameworks such
as GRI, SASB, TCFD, and Integrated Reporting.

Starting from the financial year 2022-23, filing the BRSR has
become mandatory for the top 1000 listed companies based
on market capitalization, replacing the BRR. As of March 31,
2023, Our Company is ranked 834 at NSE and 855 at BSE based
on market capitalization. The BRSR requires listed entities to
disclose their performance against the nine principles of the

NGBRC, with reporting divided into essential and leadership
indicators. Essential indicators are mandatory to report, while

reporting leadership indicators is voluntary.

The Business Responsibility and Sustainability Report for the

financial year ended March 31, 2023 is attached with this
annual report.

AUDITORS

As per the provisions of Section 139 of the Companies Act 2013,

M/s Arun K. Gupta & Associates (Firm Registration No. 000605N)
was re-appointed as the Statutory Auditors to hold office for the
second term of five years commencing financial year 2022-23 to
hold office from the conclusion of the 32^nd Annual General Meeting
of the Company till the conclusion of the 37^th Annual General
Meeting to be held in 2027 on such remuneration plus GST, out-
of-pocket expenses etc. to be decided by the Board of Directors.

JOINT STATUTORY AUDITOR

In accordance with the provisions of Section 139 of the
Companies Act, 2013 read with Rule 6 of the Companies (Audit
and Auditors) Rules, 2014, Members of the Company in their
Annual General Meeting held on September 30, 2020, appointed
M/s R. N. Marwah & Co. LLP, (Firm Registration no. (001211N/
N500019), Chartered Accountants, as the Joint Statutory Auditor
of the Company for a term of five years commencing from the
Company''s financial year 2020-21 to hold office from the
conclusion of the 30^th Annual General Meeting of the Company
till the conclusion of the 35^th Annual General Meeting to be held
in 2025 on such remuneration plus GST, out-of-pocket expenses
etc. as decided by the Board of Directors.

AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks
made by M/s Arun K. Gupta & Associates, Statutory Auditors
and M/s R. N. Marwah & Co. LLP, Joint Statutory Auditor, in
their report for the Financial Year ended March 31, 2023. The
Statutory Auditors and Joint Statutory Auditor have not reported
any incident of fraud to the Audit Committee of the Company/
Central Government in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm
Registration No. 000008) a firm of Cost Auditors, for conducting
the audit of cost records for the financial year 2023-24 as the Cost
Auditor at a remuneration of '' 65,000 plus GST and out of pocket
expense subject to the approval of the Central Government and
Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising
Company Secretary, to conduct Secretarial Audit for the financial
year 2022-23. The Secretarial Audit Report for the financial year
ended March 31, 2023 is annexed herewith as Annexure “C".
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH
RELATED PARTIES

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were in
the ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract/
arrangement/transaction with related parties which may be
considered as material in accordance with the policy of the
Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No.
AOC-2 is annexed herewith as Annexure “D".

Policy for determining ''material'' subsidiaries and the Policy on
related party transactions as approved by the Board may be

accessed on the Company''s website www.filatex.com.

Your Directors draw attention of the members to Note no. 46 to
the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National
Stock Exchange and Bombay Stock Exchange. The Annual Listing
Fee for the year 2022-23 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

A statement relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to
be disclosed under the Companies Act, 2013, is annexed herewith
as Annexure “E".

PARTICULARS OF EMPLOYEES

During the year, no Employees of the Company received
remuneration more than '' 102.00 lakhs per annum or '' 8.50
lakhs per month if employed for part of the year except Shri
Madhu Sudhan Bhageria, Chairman & Managing Director, Shri
Purrshottam Bhaggeria & Shri Madhav Bhageria, Joint Managing
Director of the Company. Accordingly, information pursuant to
the provisions of Section 197(12) of the Companies Act read
with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in
Annexure “F".

Disclosures pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and name and designation of Top
ten Employees in terms of remuneration drawn are annexed
herewith as Annexure “F".

VIGIL MECHANISM

In terms of Section 177 of the Companies Act, 2013 and SEBI
Regulations, the Company has formulated the Whistle Blower
policy/Vigil Mechanism. The Protected Disclosures should be
reported in writing by the complainant as soon as possible, not
later than 30 days after the Whistle Blower becomes aware
of the same and should either be typed or written in a legible
handwriting in English/Hindi/Gujarati and the same should
be addressed to the Vigilance Officer of the Company or in
exceptional cases, to the Chairman of the Audit Committee. The
Policy on Vigil Mechanism and whistle blower policy may be
accessed on the Company''s website www.filatex.com.

During the year under review, no complaint was received from
any Whistle Blower. No personnel of the Company were denied
access to the Audit Committee. In this regard, Shri Ashok Chauhan,
Whole-Time Director is the Vigilance Officer of the Company.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI
Regulations, the Company has laid down Risk Management Policy to
inform Board members about the risk assessment and minimization
procedures which is also given in the Corporate Governance Report.
The Board of Directors don''t foresee any elements of risk, which in
its opinion, may threaten the existence of the Company.

RISK MANAGEMENT COMMITTEE

The Company constituted the Risk Management Committee
consists of three Directors namely, Shri Madhu Sudhan Bhageria,
Chairman & Managing Director, Smt. Pallavi Joshi Bakhru,
Independent Director & Shri Ashok Chauhan, Executive Director
and one Senior Executive, Mr. Rajiv Kumar Kasturia, Senior Vice
President (Marketing) of the Company. Shri Madhu Sudhan
Bhageria is the Chairman of the Risk Management Committee.

The policy on Risk Management as approved by the Board is

uploaded on the Company''s website www.filatex.com.

Your Company believes that several factors such as advancements
in technology, prevalent geo-political environment and stringent
regulatory and environmental requirements have consequential
impacts across the value chain of a business. These impacts are
likely to continue and intensify over time and for a business to be
sustainable, it needs to adapt to the environment by managing
risks and opportunities in a systematic manner.

The Board of Directors of the Company are responsible for risk
oversight functions. Risk Management Committee provide
guidance for implementing the risk management policy across
the organisation. The operation heads of each business units
are primarily responsible for implementing the risk management
policy of the Company and achieving the stated objective of
developing a risk intelligent culture that helps to improve the
Company''s performance. The responsibility of tacking and
monitoring the key risks of the division/business unit periodically
and implementing suitable mitigation plans proactively is with
the senior executives of various functional units. These risk
owners are expected to avoid any undue deviations or adverse
events and ultimately help in creating value for the business.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED

Particulars of loans given, investments made, guarantees given
and securities provided along with the purpose for which the
loan or guarantee or security is proposed to be utilized by the
recipient are provided in the financial statement (Please refer to
Note No(s). 6,11 & 15 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual
Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) had
been set up to redress complaints regarding sexual harassment.
All Employees are covered under this policy. During the year
under review, the Company has not received any complaint under
the said Policy.

ANNUAL RETURN

The Annual Return for the financial year 2021-22 is available on

the website of the Company www.filatex.com.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required

in respect of the following matters as there is no transaction on
these items during the year under review:

(i) Details relating to deposits covered under Chapter V of

the Act.

(ii) Issue of equity shares with differential rights as to dividend,

voting or otherwise.

(iii) Issue of shares (including sweat equity shares) to Employees of

the Company under any scheme save and except Employees''
Stock Options Schemes referred to in this Report.

(iv) The Company does not have any scheme of provision of
money for the purchase of its own shares by Employees or

by trustees for the benefit of Employees.

(v) 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.

(vi) There is no Corporate Insolvency Resolution Process
initiated under the Insolvency and Bankruptcy Code, 2016

against the Company.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere
appreciation for the assistance, support and cooperation received
from its Bankers, Government Authorities, Dealers, Customers
and Vendor. Your Directors would like to record their sincere

appreciation for the dedicated efforts put in by all Employees,
their commitment and contribution ensuring smooth operations
that your Company has achieved during the year. The directors
also place on record their sincere appreciation for the confidence
reposed by the Members in the Company.

For and on behalf of the Board of Directors of
Filatex India Limited

MADHU SUDHAN BHAGERIA

Pl_ace: New Delhi Chairman & Managing Director

Date: August 04, 2023 D!N: ^00021934

---

Mar 31, 2018

Dear members

The Directors have pleasure in presenting the 28^th Annual Report alongwith the Audited Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS Rs. in lacs

	standalone		consolidated
Particulars	2017-2018	2016-2017	2017-2018	2016-2017
Total revenue (Turnover)	197490	170969	197490	170969
Other income	1065	1213	1065	1213
Total Income	198555	172182	198555	172182
Profit before Finance Cost,
Depreciation and Tax	16764	14533	16761	14531
Finance Cost	4410	5863	4411	5864
Depreciation & amortization expense	3082	2896	3082	2896
Profit/(Loss) before tax	9272	5774	9268	5771
(exclude exceptional item )
Exceptional Items (loss)	-	344	-	345
Tax expense
- Current	1968	1178	1968	1178
- Deferred	1326	196	1326	196
Total Tax	3294	1374	3294	1374
Net Profit/(Loss) after tax	5978	4056	5974	4052

DIVIDEND

In view of the challenging times being faced by the Man Made Fibres Industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2017-18.

OPERATIONS & EXPANSION

During the year under review, the Company achieved turnover of Rs.197490 lacs as compared to Rs.170969 lacs in the previous year resulting in increase of 16%. Increase in turnover is due to commencement of commercial production for manufacture of 190 TPD of Bright Polyester Fully Drawn Yarn, 25 TPD of Bright Polyester POY and 85 TPD of Bright Chips. Consequently, during the year under review, the Company has earned net profit (standalone) of Rs.5978 lacs as compared to net profit of Rs.4056 lacs in the previous year resulting into an increase of 47%.

Our product basket at Dahej facility, at present, offers Partially Oriented Yarn (POY), Fully Drawn Yarn (FDY), Drawn Textured Yarn (DTY) & Chips in Semi Dull range. There is good demand for Bright POY, FDY, DTY & Chips. By adding Bright Polymer & Spinning capacity, our product basket will cater better to our customers. We will also be able to meet our own need of 40 TPD Bright Chips at Dadra plant, which we, presently, purchase from the market.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

SUBSIDIARY COMPANY

Filatex Global Pte Limited, Singapore is a Wholly Owned Subsidiary of the Company as on date. No material transaction/ business has taken place during the financial year ended 31st March, 2018. The financial statement of the Subsidiary Company has been prepared and consolidated with the annual accounts of the Company in terms of Section 129(3) of the Companies Act, 2013. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, a Statement containing salient features of the Financial Statement of the said Subsidiary Company is annexed herewith as Annexure “A”.

FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015

The Board of Directors of the Company, during the financial year 2015-16, granted 9,50,000 stock options (“options”) to the eligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS 2015), at an exercise price of Rs.37 per option. Each option is convertible into one Equity Share of the Company upon vesting & exercise subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS 2015.

During the year under review, the Company has not granted any Employee Stock Option.

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No. 40 of the Financial Statement).

FIxED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Shri Madhav Bhageria (DIN: 00253049), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Ashok Chauhan (DIN: 00253409) has also been reappointed as Whole-time Director in the Board meeting held on 9th May, 2018 for a further period of two (2) years w.e.f. 01/05/2018 at consolidated Salary of Rs.44,00,000/-(Rupees Forty Four Lacs only) per annum for First Year and Rs.48,00,000/- (Rupees Forty Eight Lacs only) per annum for Second year on cost to company basis subject to the approval of Members in the ensuing general meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI regulations.

BOARD EvALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees, Stakeholders Relationship Committee and Finance & Corporate Affairs Committee. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is available on the Company’s website.

corporate social responsibility

As required under the Companies Act, 2013 (“Act”), the Corporate Social Responsibility (“CSR”) Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B .Tandon and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved Rs.63.29 lacs being two percent of average net profits during preceeding three financial years of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 to be spent on CSR activities in accordance with CSR Policy, which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an expenditure of Rs.63.48 lacs on Education, Swachh Bharat Abhiyan, Health facilities, Promotion of sports, making available safe drinking water, environment sustainability etc.

Details of the expenditure incurred towards CSR activities for the financial year 2017-18 is annexed herewith as Annexure “B”.

MEETINGS OF The BOARD

Four (4) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. i n the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures therefrom;

ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

v. they 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

vi. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

Your Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI ( Listing Obligations Disclosure Requirements) Regulations, 2015 along with Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure “C”.

AuDITORS

As per the provisions of Section 139 of the Companies Act 2013, M/s Arun K. Gupta & Associates (Firm Registration No. 000605N) was appointed as the Statutory Auditors to hold office for a term of five years commencing from the Company’s financial year 2017-18 to hold office from the conclusion of the 27^th Annual General Meeting of the Company till the conclusion of the 32^nd Annual General Meeting to be held in 2022 on such remuneration plus service tax/GST, out-ofpocket expenses etc. to be decided by the Board of Directors.

The appointment would also subject to ratification of their appointment by the Members at every intervening Annual General Meeting held after this Annual General Meeting.

auditors’ report

There are no qualifications, reservations or adverse remarks made by M/s Arun K. Gupta & Associates, Statutory Auditors in their report for the Financial Year ended March 31, 2018. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

cost auditors

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year

2018-19 as the Cost Auditor at a remuneration of Rs.55,000 plus service tax/GST and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

SECRETARIAL AuDIToR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as Annexure “D”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

contracts and arrangements with RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which may be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, Form No. AOC-2 is annexed herewith as Annexure “E”

The Policy on related party transactions approved by the Board may be accessed on the Company’s website www.filatex.com.

Your Directors draw attention of the members to Note no. 46 to the financial statement which sets out related party disclosure.

stock EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2018-2019 has been paid to the Stock Exchanges.

conservation of energy, technology absorption, foreign exchange earnings AND outgo

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure “F”.

particulars of employees

During the year, no employees of the Company received remuneration more than Rs.102.00 lacs per annum or Rs. 8.50 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as Annexure “G”

vigil mechanism

In terms of the Section 177 of the Companies Act, 2013 and SEBI Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/ Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company’s website www.filatex.com. During the year under review, no complaint was received from any Whistle Blower. No personnel of the Company were denied access to the Audit Committee.

RISK MANAGEMENT PoLicY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report. The Board of Directors don’t foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

particulars of loans given, investments MADE, guarantees GIVEN AND SEcuRITIES provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which

the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note No(s). 21,26 and 6 to the financial statement).

disclosure under the sexual harassment of women at workplace (prevention, prohibition AND REDRESSAL) act, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

extract of annual return

Extract of Annual Return of the Company is annexed herewith as Annexure “H”

acknowledgements

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

Place: New Delhi Madhu Sudhan Bhageria

Date: 7^th May, 2018 Chairman and Managing Director

DIN: 00021934

---

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report along with the Audited Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS: (Rs. In lacs)

Particulars	2015-2016	2014-2015
Total revenue	127823	157276
Profit before Finance Cost, Depreciation and Tax	10511	8857
Finance Cost	5119	5360
Depreciation & amortization expense	2127	2057
Profit/(Loss) before tax	3265	1440
Tax expense
- Current	696	301
- MAT credit entitlement	(696)	(301)
- Taxation for earlier years	--	2
- Deferred	638	478
Net Profit/(Loss) after tax	2627	960
Balance brought forward from previous year	5270	4310
Profit available for appropriation	7897	5270
Balance carried forward to Balance Sheet	7897	5270

DIVIDEND

In view of the challenging times being faced by the Man Made Fibres Industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2015-16.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 127823 lacs as compared to Rs. 157276 lacs in the previous year resulting in decrease of approx. 19%. Decrease in turnover is due to decline in the prices of finished goods consequent upon decrease in the price of raw material and deep fall in crude prices. During the year under review, the Company has earned net profit of Rs. 2627 lacs as compared to net profit of Rs. 960 lacs in the previous year resulting into increase of 174% .

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

In respect of fire at Company''s POY manufacturing unit at Dadra in November, 2012, the claim under fire policy had been received during FY 2013-14 and claim under loss of profit policy amounting to Rs. 647.26 lacs has been received during the year under review.

EXPANSION

The capacity expansion at its existing unit in Dahej, Gujarat is progressing well. The Company has successfully commenced commercial production for manufacture of 100 TPD of Polyester Fully Drawn Yarn in March, 2016 and is also in the process of capacity expansion of value added product - Draw Textured Yarn (DTY). The process of installing of 40 Texturising machines is progressing as per schedule. Upon completion of this expansion, the manufacturing capacity of Draw Textured Yarn (DTY) will increase by 200 TPD. Twelve Texturising machines have been installed on which production of approx. 60 TPD has started. The remaining machines would be installed in phases and likely to be completed by 30th September, 2016.

SUBSIDIARY COMPANY

Filatex Global Pte Limited, Singapore was incorporated on 3^rd Nov, 2015 as a Wholly Owned Subsidiary of the Company. No material transaction/ business has taken place during the financial year ended 31^st March, 2016 except for incorporation expenses. The financial statement of the Subsidiary Company has been prepared and consolidated with the annual accounts of the Company in terms of Section 129(3) of the Companies Act, 2013. Pursuant to first proviso to sub-section

(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, a Statement containing salient features of the Financial Statement of the said Subsidiary Company is annexed herewith as Annexure “A”.

FILATEX EMPLOYEE STOCK OPTIONS SCHEME, 2015

The Board of Directors of the Company had at its meeting held on February 12, 2016, granted 9,50,000 stock options (“options”) to the eligible Employees of the Company under the Filatex Employee Stock Option Scheme 2015 (Filatex ESOS 2015), at an exercise price of Rs. 37 per option (being the closing price at BSE on February 11, 2016 i.e. immediately preceding the grant date). Each option is convertible into one Equity Share of the Company upon vesting & exercise subject to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the terms and conditions of the Filatex ESOS 2015.

Diluted Earnings per share (EPS) taking the effect of issuance of options under Filatex ESOS 2015 had been calculated (refer Note No 29 of the Financial Statement).

Disclosures in terms of Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations, 2014 are as under:

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS, including -

Date of shareholders'' approval 30th September, 2015 Total number of options approved under ESOS 16,00,000 Vesting requirements On completion of 3 Years from the date of grant of options -- 60% On completion of 4 Years from the date of grant of options -- 20% On completion of 5 Years from the date of grant of options -- remaining 20% Exercise price or pricing formula Exercise price is Rs. 37 per option (being the Closing price at BSE on February 11,2016 i.e. immediately preceding the grant date), Maximum term of options granted It depends upon the vesting period & exercise Period of the respective options as determined by the Nomination and Remuneration Committee. Source of shares (primary, secondary or combination) Primary Variation in terms of options The exercise period has been modified in terms of shareholders resolution dated 12th March, 20016. (ii) Method used to account for ESOS – Intrinsic or fair value Intrinsic (iii) Where the company opts for expensing of the options using Particulars Amount (Rs.) the intrinsic value of the options, the difference between the a. Employee Compensation cost NIl employee compensation cost so computed and the employee using Intrinsic Value method compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact b. Employee C°mpensati°n cost NIL of this difference on profits and on EPS of the company shall using Fair Value method also be disclosed. As the fair value of the share (Rs. 11.601) is less than the exercise price (Rs. 37), the company is not required to recognize any Employee Compensation Cost even if it had used the fair value method. Therefore, there would be no impact of using Fair value method of options on profits and on EPS. (iv) Option movement during the year (For each ESOS): Particulars Details Number of options outstanding at the beginning of the period 16,00,000 Number of options granted during the year 9,50,000 Number of options forfeited / lapsed during the year N.A. Number of options vested during the year Nil Number of options exercised during the year N.A. Number of shares arising as a result of exercise of options N.A.

	Money realized by exercise of options (INR), if scheme is	N.A.
	implemented directly by the company
	Loan repaid by the Trust during the year from exercise price	N.A.
	received
	Number of options outstanding at the end of the year	9,50,000
	Number of options exercisable at the end of the year	Nil
(v)	Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.
	a. Weighted-average exercise prices
	when the exercise price is equal to market price	Rs. 37
	when the exercise price is less than market price	N.A.
	when the exercise price exceeds market price	N.A.
	b. Weighted-average fair values:
	when the exercise price is equal to market price-	Rs. 11.601
	when the exercise price is less than market price.	N.A.
	when the exercise price exceeds market price	N.A.
(vi)	Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of
	options granted to -
	(a) Senior Managerial Personnel /KMP	50.000 options granted to Shri Ashok Chauhan, Wholetime Director 40.000 options granted to Mr. R.P.Gupta, Chief Financial Officer 15.000 options granted to Mr. Raman Kumar Jha, Company Secretary Exercise price is the same for all eligible employees i.e. Rs. 37 per option.
	(b) Any other employee who receives a grant in any one	N.A.
	year of option amounting to 5% or more of option granted
	during that year; and
	(c) Identified employees who were granted option, during any	N.A.
	one year, equal to or exceeding 1% of the issued capital
	(excluding outstanding warrants and conversions) of the
	company at the time of grant.

(vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information:

The Fair value of Option is estimated on the grant date using the Black-Scholes-Merton model with the following assumptions:

Particulars	Options granted during fiscal 2016	2015
Grant Date	12-Feb-16	-
Weighted average share price (Rs.)	37	-
Exercise Price (Rs.)	37	-
Expected Volatility (%)	1 to 5	-
Expected life of the option (years)	5	-
Expected Dividends (%)	0	-
Risk-free interest rate (%)	7.524	-
Weighted average Fair value as on grant date (Rs.)	11.601	-

Notes:

1 The expected term of the ESOS is estimated based on the vesting term and contractual term of the ESOS, as well as expected exercise behaviour of the employee who receives the ESOS.

2 Expected volatility is based on historical volatility of the observed market prices of the company''s publicly traded equity shares during a period equivalent to the expected term of the ESOP.

3 Interest rate on Indian Government 5-year Bond is taken as the Risk-free interest rate

4 Dividend declaration is at the discretion of the Board of Directors. The Board has not declared any final dividend for the Financial year 2015-16 or any interim dividend. Accordingly, expected dividend is taken as zero.

SHARE CAPITAL

During the year the company has allotted 1,15,00,000 Convertible Warrants on preferential basis to the Promoter Group and others convertible at the option of Warrant holders in one or more tranches, within 18 months from the date of allotment of warrants (i.e. March 16, 2016) into equivalent number of fully paid equity shares of the Company of the face value of Rs. 10/- per share at an exercise price of Rs. 45/- per share (including premium of Rs. 35/- per share).

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Ashok Chauhan (DIN:00253049), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Mr. Madhu Sudhan Bhageria (DIN:00021934), Vice Chairman & Managing Director, Mr. Purrshottam Bhaggeria (DIN:00017938), Joint Managing Director and Mr. Madhav Bhageria (DIN:00021953), Joint Managing Director are being re-appointed for a further period of 3 years w.e.f. 30.07.2016 subject to the approval of Members in the ensuing annual general meeting.

Mr. Ashok Chauhan (DIN: 00253409) has also been re-appointed as Whole-time Director in the Board meeting held on 22^nd April, 2016 for a further period of two years w.e.f. 01/05/2016 at consolidated Salary of Rs. 40.00 lacs per annum subject to the approval of Members in the ensuing annual general meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI regulations.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is available on the Company''s website.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 (“Act”), the Corporate Social Responsibility (“CSR”) Committee consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members.

The Board, on the recommendation of CSR Committee, approved Rs. 4.50 lacs being more two percent of average net profits during proceeding three financial years of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 to be spent on CSR activities in accordance with CSR Policy, which is available at the Company website www.filatex.com.

During the year under review, the Company has incurred an expenditure of Rs. 4,49,636 lacs on Education, toilets and medical facilities, which is more two percent of average net profits of the Company during proceeding three financial years.

Details of the expenditure incurred towards CSR for the financial year 2015-16 is annexed herewith as Annexure “B”.

MEETINGS OF THE BOARD

Five (5) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

v. they 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

vi. That they 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 AND MANAGEMENT DISCUSSION & ANALYSIS

The Corporate Governance Report and Management Discussion & Analysis as per Schedule V of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance are annexed herewith as Annexure “C”.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), were appointed as Statutory Auditors of the Company at the 24^th Annual General Meeting of the Company held on 30th September, 2014 to hold office till the conclusion of the twenty seventh AGM of the Company in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting held after appointment during their tenure of office.

Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and therefore, their ratification for appointment as Statutory Auditors for the year 2016-17 is being sought from the Members of the Company at the ensuing Annual General Meeting.

AUDITORS'' REPORT

Subsequent to the auditors'' qualification relating to treatment of foreign exchange difference during FY 2012-13 onwards, SEBI/QARC vide its letter dated November 05, 2015 advised the company to give effect to Auditors'' said Qualification for the Financial Years beginning from FY 2012-13. The company filed an appeal before the Securities Appellate Tribunal (SAT) at Mumbai, which vide its order dated 29^th March, 2016 has quashed the orders of SEBI and hence the company is no more required to take any action on the said qualification.

There are no qualifications, reservations or adverse remarks made by M/s Amod Agrawal & Associates, Statutory Auditors in their report for the Financial Year ended March 31, 2016. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2016-17 as the Cost Auditor at a remuneration of Rs. 50,000 plus service tax and out of pocket expense subject to the approval of the Central Government and Members at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as Annexure “D”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as Annexure “E”.

The Policy on related party transactions approved by the Board may be accessed on the Company''s website www.filatex. com.

Your Directors draw attention of the members to Note no. 39 to the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2016-2017 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure “F”.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 120.00 lacs per annum or Rs. 8.50 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and name and designation of Top ten employees in terms of remuneration drawn are annexed herewith as Annexure “G”.

VIGIL MECHANISM

In terms of the Section 177 of the Companies Act, 2013 and SEBI Regulations, the Company has formulated the Whistle Blower policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/ Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and whistle blower policy may be accessed on the Company''s website www.filatex.com. During the year under review, no complaint was received from any Whistle Blower. No personnel of the Company were denied access to the Audit Committee.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 & SEBI Regulations, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report. The Board of Directors don''t foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 14, 15 & 20 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) had been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure “H”.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

Madhu Sudhan Bhageria Purrshottam Bhaggeria

Place : New Delhi Vice Chairman and Managing Director Joint Managing Director

Date : July 30, 2016 DIN:00021934 DIN:00017938

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report alongwith the Audited Accounts for the year ended March 31, 2015.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2014-2015 2013-2014

Total revenue 157276 176940

Profit before Finance Cost, Depreciation and Tax 8857 5446

Finance Cost 5360 4003

Depreciation & amortization expense 2057 2593

Profit/(Loss) before tax 1440 (1150)

Tax expense

- Current 301 -

- MAT credit entitlement (301) -

- Taxation for earlier years 2 34

- Deferred 478 (375)

Net Profit/(Loss) after tax 960 (809)

Balance brought forward from previous year 4310 5120

Profit available for appropriation 5270 4311

Proposed Dividend on Equity Shares - -

Dividend Distribution Tax - -

Balance carried forward to Balance Sheet 5270 4311

DIVIDEND

In view of the challenging times being faced by the Man Made Fibres Industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2014-15.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 157276 lacs as compared to Rs. 176940 lacs in the previous year resulting in decrease of 11%. Decrease in turnover is due to decline in finished goods prices consequent upon decrease in price of raw material and deep fall in crude prices. During the year under review, the Company has earned net profit of Rs. 960 lacs as compared to net loss of Rs. 809 lacs in the previous year.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

In respect of fire at Company's POY manufacturing unit at Dadra in November, 2012, the claim under fire policy has been received during FY 2013-14 and claim under loss of profit policy amounting to Rs. 536.59 lacs is still under consideration of Insurer.

SHARE CAPITAL

During the financial year 2013-14, the Company had allotted 80,00,000 convertible warrants on preferential basis to the promoters and others to be converted at the option of warrant holders in one or more tranches, within 18 months from the date of allotment viz September 20, 2013 of warrants into equivalent number of fully paid equity shares of the company of the face value of Rs. 10/- per share at an exercise price of Rs. 25/- per share (including premium of Rs. 15/- per share).

The Company, during the financial year 2013-14, had converted 42,40,000 warrants into equivalent number of equity share and balance 37,60,000 warrants were converted during the year under review. Consequently the paid up share capital of the Company increased to Rs. 32.00 crore from Rs. 28.24 crore.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Madhav Bhageria (DIN:00021953), Director, retires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting.

During the year under review, Shri B.B.Tandon (DIN: 00740511) who, resigned from the Board of Directors w.e.f. 24th September, 2014, has again joined the Board of Directors with effect from 13th February, 2015 as an Additional Independent Director subject to approval of Members at the ensuing Annual General Meeting.

As per provisions of the Companies Act, 2013, Independent Directors may be appointed for a term upto five years and shall not be liable to retire by rotation. Accordingly the Board recommends the appointment of Shri B.B.Tandon as Independent Director for a period of five years at the ensuing Annual General Meeting.

The Board has also reappointed Mr. Ashok Chauhan (DIN: 00253409) as Whole-time Director in their meeting held on 13th February, 2015 for a further period of two year w.e.f. 12.02.2015 at a consolidated Salary of Rs. 3.00 lacs per month subject to the approval of Members in the ensuing annual general meeting.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually and the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been given in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is annexed herewith as Annexure "A".

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Corporate Social Responsibility ("CSR") Committee was constituted and it consists of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members.

During the year under review, the Company introduced a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. The said policy is available on the Company's website www.filatex.com.

The Board, on the recommendation of CSR Committee, approved Rs. 7.84 lacs being two percent of average net profits of the Company calculated in accordance with the provision of Section 198 of the Companies Act, 2013 during proceeding three financial years to be spent on CSR activities.

During the year under review, the Company has incurred an expenditure of Rs. 4.68 lacs on Education, toilets and medical facilities, which is less than two percent of average net profits of the Company during proceeding three financial years. The Company committed to install more public toilets in association of local administration at Dadra, which could not be made ready by 31st March, 2015. Therefore, the Company was unable to spend the balance of Rs. 3.16 lacs during the year.

Details of the expenditure incurred towards CSR for the financial year 2014-15 is annexed herewith as Annexure "B".

MEETINGS OF THE BOARD

Four (4) meetings of the Board of Directors were held during the year. The details of which are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures therefrom;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profits of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

v. they 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

vi. That they 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 AND MANAGEMENT DISCUSSION & ANALYSIS

The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed herewith as Annexure "C".

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting of the Company held on 30th September, 2014 to hold office until the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Seventh AGM of the Company in accordance with the provisions of the Companies Act, 2013. However, this appointment was subject to ratification by the members at every Annual General Meeting held after appointment during their tenure of office.

Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing Annual General Meeting.

AUDITORS' REPORT

The company has received letter dated 26th December, 2014 from National Stock Exchange (NSE) advising the company to restate its Financial Statements for the financial year 2012-13 subsequent to the auditors qualification relating to treatment of foreign exchange difference during FY 2012-13. The detail of which is given in the Note 32 of the Balance Sheet.

The Company has taken up the matter with NSE/SEBI to explain and substantiate that the accounting treatment made by the Company is justified. Considering the Company's request, the Securities and Exchange Board of India (SEBI) has informed the Company for providing an opportunity of being heard and to make submissions/ representations before Qualified Audit Review Committee (QARC). Accordingly, the Company has submitted the written Statement and Representation before Qualified Audit Review Committee (QARC). As the matter is under consideration of SEBI/QARC, any effect, any with respect to restatement of financial statement for FY 2012-13 will be accounted for on receipt of final decision in the matter.

COST AUDITORS

Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of cost records for the financial year 2014-15. Subject to the approval of the Central Government and Members at the ensuing Annual General Meeting, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2015-16 at a remuneration of Rs. 50,000 plus service tax and out of pocket expense.

SECRETARIAL AUDITOR

The Board has appointed M/s Siddiqui & Associate, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure "D". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered as material in accordance with the policy of the Company on materiality of related party transactions.

Pursuant to 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014), Form No. AOC-2 is annexed herewith as Annexure "E".

The Policy on related party transactions approved by the Board may be accessed on the Company's website www.filatex.com.

Your Directors draw attention of the members to Note no. 38 to the financial statement which sets out related party disclosure.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2015-2016 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is annexed herewith as Annexure "F".

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 197(12) of the Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure "G".

VIGIL MECHANISM

In terms of the Section 177 of the Companies Act, 2013 and Listing Agreement, the Company has formulated the Whistle Blower Policy/Vigil Mechanism. The Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting in English/Hindi/ Gujarati and the same should be addressed to the Vigilance Officer of the Company or in exceptional cases, to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website www.filatex.com. During the year under review, no complaint was received from any Whistle Blower.

RISK MANAGEMENT POLICY

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Company has laid down Risk Management Policy to inform Board members about the risk assessment and minimization procedures which is also given in the Corporate Governance Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (Please refer to Note 14, 15 & 20 to the financial statement).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has put in place and practiced an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees are covered under this policy. During the year under review, the Company has not received any complaint under the said Policy.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "H".

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

MADHU SUDHAN BHAGERIA PURRSHOTTAM BHAGGERIA

Place : New Delhi Vice Chairman and Managing Director Joint Managing Director

Date : 13th August, 2015 (DIN: 00021934) (DIN: 00017938)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report alongwith the Audited Accounts for the year ended March 31, 2014.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2013-2014 2012-2013

Total revenue 176940 123180 Profit before Finance Cost,

Depreciation and Tax 5446 4755

Finance Cost 4003 2257

Depreciation & amortization expense 2593 2111

Profit/(Loss) before tax (1150) 387 Tax expense

* Current - 80

* MAT credit entitlement - (80)

* Taxation for earlier years 34 25

* Deferred (375) 126

Net Profit/(Loss) after tax (809) 236

Balance brought forward from previous year 5120 4745

Profit available for appropriation 4311 4981

Proposed Dividend on Equity Shares - (120)

Dividend Distribution Tax - (19)

Balance carried forward to Balance Sheet 4311 5120

DIVIDEND

In view of the loss during the financial year, the Board has not recommended any dividend on the equity shares for the year 2013-14.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 176940 lacs as compared to Rs. 123180 lacs in the previous year resulting in an increase of 44%. During the year under review, the Company has incurred net loss of Rs. 809 lacs as compared to net profit of Rs. 236 lacs in the previous year. Increase in turnover is due to commissioning of plant for polyester poly condensation and POY at GIDC, Dahej. The decrease in Net Profit is due to sluggish demand on account of slowdown in economy, adverse fluctuation in foreign exchange rates, higher finance cost & depreciation.

CLAIMS OF FIRE

During the previous Financial Year a fire broke at Company''s POY manufacturing unit at Dadra which affected functioning of some of the POY lines. Some lines which suffered partial damages were repaired and put to use again by March 2013. In respect of the lines which had major damages, in view of the substantial amount of expenditure required to be incurred to restore such machines, it is considered prudent to take the insurance claim on depreciated value without reinstating such machines. The company has accounted for claim amount of Rs. 1830.46 lacs (which includes interim claim of Rs. 500.00 Lacs, already received and net of Rs. 146.82 lacs received by disposal of the salvage).

The Company has also accounted for the claim recoverable under loss of profit policy amounting to Rs. 536.59 Lacs (Rs. 411.55 Lacs upto 31st March, 2013), computed on the basis of the best estimate of the Management and the same has been shown under other operating revenue.

SHARE CAPITAL

During the year under review, the Company had alloted 80,00,000 convertible warrants on preferential basis to the promoters/ others to be converted at the option of warrant holders in one or more tranches, within 18 months from the date of allotment of warrants i.e. 20th September, 2013 into equivalent number of fully paid equity shares of the Company of the face value of Rs. 10/- each at an exercise prce of Rs. 25/- per share (including premium of Rs. 15/- per share).

The Company had received Rs. 500/- lacs as application money being 25% of the issue price from 80,00,000 warrant holders and has further received Rs. 795/- Lacs towards balance amount being 75% of the issue price from the holders of 42,40,000 warrants for which the warrant holders exercised the option to convert them into equity shares. The company had issued 42,40,000 equity shares of Rs. 10/- each at a premium of Rs. 15 per share on preferential basis upon conversion on February 12, 2014, after which the paid up share capital of the company increased to Rs. 28.24 crore from Rs. 24.00 crore.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Purrshottam Bhaggeria (DIN:00017938), Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting. During the year under review, the Board of Directors appointed Mrs. Pallavi Joshi Bakhru (DIN:01526618) as an Additional Director as Independent in the meeting held on 20th September, 2013. She holds office upto the conclusion of the ensuing Annual General Meeting.

The Board of Directors had also appointed Mr. Ashok Chauhan (DIN: 00253409) as Additional as well as Whole- time Director in their meeting held on 12th February, 2014 for a period of one year w.e.f. 12.02.2014 at a consolidated Salary of Rs. 3.00 lacs per month subject to the approval of Members in the ensuing Annual General Meeting. Shri Ram Avtar Bhageria (DIN:00021969) has resigned from the Board of Directors w.e.f. 7th November 2013. He was the founder of the Company and his contributions to the deliberation of the Board and its Committee in the two decades have been immense and immeasurable. Your Directors place on record their appreciation for the valuable guidance, support and sagacious advice given by Shri Ram Avtar Bhageria during his tenure as Director of the Company.

As per provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a terms upto five years and shall not be liable to retire by rotation. Accordingly the Board recommends the appointment of Independent Directors, Shri B.B.Tandon, Shri S.C.Parija, Shri S.P.Setia and Smt. Pallavi Joshi at the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY

As required under the Companies Act, 2013 ("Act"), the Board of Directors, in their meeting held on 30th May, 2014, constituted a Corporate Social Responsibility ("CSR") Committee consisting of Shri Madhu Sudhan Bhageria as the Chairman, Shri Purrshottam Bhaggeria, Shri Madhav Bhageria, Shri B.B.Tandon and Mrs. Pallavi Joshi Bakhru, as members. The Committee will work within the parameters of Section 135 of the Act and rules made thereunder to take the Company''s CSR commitment forward.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants (Firm Registration No.005780N), Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors therefore recommend their appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twenty Seventh AGM of the Company.

AUDITORS'' REPORT

The Auditors'' observations contained in their report for the year under review are self-explanatory and do not require any further comments as the same have dealt with in Notes to Financial Statements.

COST AUDITORS

Your Company is required to maintain the Cost records for its products - Man Made Fibre/Yarn and get it audited by qualified Cost Auditors. Your Company has appointed M/s Bahadur Murao & Co., (Firm Registration No. 000008) a firm of Cost Auditors, for conducting the audit of such records for the financial year 2013-14. The Cost audit report for the financial year 2013-14 shall be filed with the Ministry of Corporate Affairs within the prescribed time limit. Subject to the approval of the Central Government, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2014-15.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchange. The Annual Listing Fee for the year 2014-2015 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement containing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no information pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Members in the Company.

For and on behalf of the Board of Directors

Place : New Delhi MADHU SUDHAN BHAGERIA Date : 4th August, 2014 Vice Chairman and Managing Director (DIN: 00021934)

PURRSHOTTAM BHAGGERIA Joint Managing Director (DIN: 00017938)

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Third Annual Report alongwith the Audited Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2012-2013 2011-2012

Total revenue 123496 47443

Profit before Finance Cost, Depreciation and Tax 4755 3346

Finance Cost 2257 450

Depreciation & amortization expense 2111 952

Profit before tax 387 1944

Tax expense

- Current 80 395

- MAT credit entitlement (80) -

- Taxation for earlier years 25 -

- Deferred 126 179

Net Profit after tax 236 1370

Balance brought forward from previous year 4745 3654

Profit available for appropriation 4981 5024

Proposed Dividend on Equity Shares - 240

Dividend Distribution Tax - 39

Proposed Dividend on Equity Shares for 2011-12 written back 120 -

Dividend Distribution Tax written back 19 -

Balance carried forward to Balance Sheet 5120 4745

DIVIDEND

In view of the challenging times being faced by the industry and to conserve the resources, the Board has not recommended any dividend on the equity shares for the year 2012-13.

Subsidiary and Consolidation of Financial Statements

Filatex Synthetics Private Limited, which was incorporated on 9th March, 2012 as Company''s subsidiary, has had no transaction/business since its incorporation. During the year under review, your Company has sold its shares in the said subsidiary company, consequently it is no more subsidiary of your company. Thus your Company doesn''t have any subsidiary.

OPERATIONS

During the year under review, the Company achieved turnover of Rs. 137890 lacs as compared to Rs. 51934 lacs in the previous year resulting in an increase of 166%. The Net Profit after tax is Rs. 236 lacs as compared to Rs. 1370 lacs in the previous year. Increase in turnover is due to commissioning of plant for polyester Poly condensation and POY at GIDC, Dahej. The decrease in Net Profit is due to sluggish demand on account of slowdown in economy, adverse fluctuation in foreign exchange rates, higher finance cost & depreciation.

During the financial year under review, fire broke at company''s POY manufacturing unit at Dadra which affected functioning of some of the POY lines. The company is adequately insured and the insurers are in the process of assessing the quantum of loss. Some lines having partial damages were repaired and put to use again by March, 2013. Some lines which have major damages are expected to be replaced / restored by December, 2013. The loss caused by the fire is under determination by the insurers, however, the Management is of the opinion that the company would be able to recover the loss as it has obtained insurance covers on reinstatement basis as well as loss of profit policy. However, the loss on repair / replacement, if any, would be accounted for upon settlement of the claim.

EXPANSION

The Company''s plant for Polyester Poly condensation having capacity of 216000 TPA and POY with capacity of 108000 TPA at GIDC Dahej has been commissioned and become fully operational during the year 2012-13. The Poly condensation unit brings your Company at par with other manufacturers of POY as your company has also started making POY under Direct Melt Spinning Technology being used worldwide, by using PTA and mEg as raw materials. This will enable the Company to reduce operational costs and increase its profitability in coming years.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Ram Avtar Bhageria and Mr. Madhav Bhageria, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. During the year under review, Mr. Vibhu Bakhru has resigned from the Board of Directors w.e.f. 8th April, 2013. Your Directors place on record their appreciation for the valuable guidance and support given by Mr. Vibhu Bakhru during his tenure as Director of the Company.

Mr. Madhu Sudhan Bhageria, Vice Chairman & Managing Director, Mr. Purrshottam Bhaggeria, Joint Managing Director and Mr. Madhav Bhageria, Joint Managing Director are being re-appointed for a further period of 3 years w.e.f. 30.07.2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for the financial year 2013-14 for the approval of shareholders.

AUDITORS'' REPORT

The Auditors'' observations contained in their report for the year under review are self-explanatory and do not require any further comments as the same have dealt with in Notes of Accounts.

COST AUDITORS

Your Company is required to maintain the Cost records for its products - Man Made Fibre/yarn and get it audited by qualified Cost Auditors. Your Company has appointed M/s Bahadur Murao & Co., a firm of Cost Auditors, for conducting the audit of such records for the financial year 2012-13. The Cost audit report for the financial year 2012-13 shall be filed with the Ministry of Corporate Affairs within the prescribed time limit. Subject to the approval of the Central Government, M/s Bahadur Murao & Co. has been appointed as the Cost Auditor for the financial year 2013-14.

STOCK EXCHANGE LISTING

Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchanges. The Annual Listing Fee for the year 2013-2014 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received remuneration more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month if employed for part of the year. Accordingly, no particulars of employees are given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring smooth operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

Place : New Delhi RAM AVTAR BHAGERIA

Date :27th July, 2013 Chairman

---

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Second Annual Report alongwith the Audited Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2011-2012 2010-2011

Gross Sales/Income from Operations 51934 53710

Gross Profit before Finance Cost, Depreciation and Tax 3375 4263

Finance Cost 479 541

Depreciation & amortization expense 952 920

Profit before tax 1944 2802 Tax expense

- Current 395 960

- Deferred 179 (59)

Net Profit 1370 1901

Balance brought forward from previous year 3654 1952

Profit available for appropriation 5024 3853

Proposed Dividend on Equity Shares 240 171

Dividend Distribution Tax 39 29

Balance carried forward to Balance Sheet 4745 3653

DIVIDEND

The Board has recommended dividend (proposed) of Rs. 1.00 (One) per equity share of Rs. 10 each subject to approval of Banks and Shareholders of the Company at the ensuing Annual General Meeting for the year 2011-12. The dividend including tax thereon will absorb an amount of Rs.278.93 lacs.

Subsidiary and Consolidation of Financial Statements

During the year under review, the Company namely 'Filatex Synthetics Private Limited' was incorporated on 9th March, 2012 as its subsidiary Company and no transaction / business has taken place during the financial year 2011-12. Therefore, the subsidiary's financial statement has not been prepared and consolidated with the annual accounts of the Company.

OPERATIONS

During the year the Company achieved turnover of Rs. 51934 lacs as compared to Rs. 53710 lacs for the previous financial year and the Net Profit after tax is Rs. 1370 lacs as compared to Rs. 1901 lacs in the previous year. Decreases in turnover and Net Profit are due to sluggish in demand on account of slowdown in economy and adverse fluctuation in foreign exchange rate.

EXPANSION

Your Company has set up of a Polyester Poly Condensation plant with a capacity of 216000 TPA alongwith expansion of polyester POY capacity by 108000 TPA in the state of Gujarat. The Company's plant for Polyester Poly condensation cum POY at GIDC Dahej has been partly commissioned and production of POY in the month of March, 2012. The Company at present manufacturing POY by using polyester chips as raw material, whereas all other major manufacturers are making POY under Direct Melt Spinning Technology being used worldwide, using PTA and MEG as raw materials. The Poly condensation unit will bring your Company at par with other manufacturers of POY. This will enable the Company to reduce operational costs and increase its profitability.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. Purrshottam Bhaggeria and Mr. S.P.Setia, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors' Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for the financial year 2012-13 for the approval of shareholders.

AUDITORS' REPORT

The Auditors' Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

STOCK EXCHANGE LISTING

During the year under review, the Equity Shares of the Company got listed at the National Stock Exchange of India Limited and the Company has voluntarily obtained approval from Calcutta Stock Exchange for delisting of the Equity Shares in terms of Regulation 6 & 7 of SEBI Delisting of Equity Shares) Regulations, 2009. Presently, the Equity Shares of the Company are listed on National Stock Exchange and Bombay Stock Exchanges. The Annual Listing Fee for the year 2012-2013 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring sustained operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

Place : New Delhi PURRSHOTTAM BHAGGERIA MADHU SUDHAN BHAGERIA

Date : 29th May, 2012 Joint Managing Director Vice-Chairman & Managing Director

---

Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual Report alongwith the Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars 2010-2011 2009-2010

Gross Sales/Income from Operations 53710 42923

Gross Profit before Financial Charges, Depreciation & Taxation 4264 3934

Financial charges 542 467

Depreciation 920 851

Profit before tax 2802 2616

Provision for Taxation

– Current 960 646

– Deferred (59) 251

– Taxation for earlier years - 9

– MAT Credit Entitlement - (9)

Net Profit 1901 1719

Balance brought forward from previous year 1952 434

Profit available for appropriation 3853 2153

Proposed Dividend on Equity Shares 171 171

Dividend Distribution Tax 29 29

Balance carried forward to Balance Sheet 3653 1953

DIVIDEND

The Board has recommended dividend (proposed) of Rs. 1.00 (One) per equity share of Rs. 10 each which will be paid after approval at the ensuing Annual General Meeting for the year 2010-11. The dividend will absorb an amount of Rs.171.41 lacs.

OPERATIONS

The production of Polyester, Polypropylene and Fully Drawn Filament Yarn during the year has increased from 59913 MT in 2009-10 to 66291 MT in 2010-11 registering an increase of 10.65%. Production of Polyester, Nylon & Poly Propylene Monofilament yarn has increased from 1436 MT in 2009-10 to 1642 MT in 2010-11 registering an increase 14.35% and Narrow Fabrics from 660 MT in 2009-10 to 1637 MT in 2010-11 registering an increase of 148%.

During the year the Company achieved turnover of Rs. 53710 lacs as compared to Rs. 42923 lacs for the previous financial year registering an increase of 25%. The Net Profit after tax is Rs. 1901 lacs as compared to Rs. 1719 lacs in the previous year registering an increase of 11%.

EXPANSION

Your Company is in the process of setting up of a polyester poly condensation plant with a capacity of 216000 TPA alongwith expansion of polyester POY capacity by 108000 TPA in the state of Gujarat. The Plant is expected to commence production in the last quarter of the financial year 2011-12. The Company at present is manufacturing POY by using polyester chips as raw material, whereas all other major manufacturers are making POY under Direct Melt Spinning Technology being used worldwide, using PTA and MEG as raw materials. The Poly condensation unit will bring your Company at par with other manufacturers of POY. This will enable the Company to reduce operational costs and increase its profitability.

FIXED DEPOSITS

During the year under review, the Company has not accepted any fixed deposits.

DIRECTORS

Mr. S.C.Parija and Mr. B.B. Tandon, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting. Certificate from the auditors has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Audit Committee and the Board of Directors therefore recommend their re-appointment as statutory auditors of the Company for 2011-12 for the approval of shareholders.

AUDITORS REPORT

The Auditors Report on the Accounts of the Company for the year under review is self-explanatory and requires no comments.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed on Bombay & Calcutta Stock Exchanges. The Annual Listing Fee for the year 2011-2012 has been paid to the Stock Exchanges.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the year, no employees of the Company received a salary of more than Rs. 60.00 lacs per annum or Rs. 5.00 lacs per month. Accordingly, no particulars of employees are to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record their sincere appreciation for the assistance, support and cooperation received from its Bankers, Government Authorities, Dealers, Customers and Vendors. Your Directors would like to record their sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution ensuring sustained operations that your Company has achieved during the year. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company.

For and on behalf of the Board of Directors

RAM AVTAR BHAGERIA Chairman

Place : New Delhi Date : 30th April, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report along with the Audited Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS:

Particulars 2009-2010 2008-2009

(Rs. in Lacs)

Sales/Income from Operations 42923 38428

Gross Profit before Financial Charges, Depreciation & Taxation 3934 2829

Financial charges 465 640

Depreciation 851 790

Profit before exceptional items and tax 2618 1399

Exceptional items

Profit on sale of Wind Mill unit - (122)

Profit before tax 2618 1521

Provision for Taxation

- Current 648 171

- Deferred 251 853

- Fringe Benefit - 10

- Taxation for earlier years 9 -

- MAT Credit Entitlement (9) (171)

Net Profit 1719 658

Balance brought forward from previous year 434 1026

Profit available for appropriation 2153 1684

Interim Dividend paid 171 -

Dividend Distribution Tax 29 -

Transfer to Capital Redemption Reserve - 1250

Balance carried forward to Balance Sheet 1953 434

DIVIDEND

Your Company has paid interim dividend of Rs.1 per share for the year 2009-10. The total outflow for this purpose was Rs.171.41 lacs. In order to conserve the resources for future requirements, your Board has not recommended any final dividend for the year 2009-10.

OPERATIONS & OUTLOOK

Your Directors are pleased to inform you that the adoption of effective and efficient raw material/ inventory management system, stringent cost control measures and improved product mix continues to yield better results as reflected by the improved financial performance of the Company.

During the financial year, the Company has issued 40,00,000 convertible Warrants to be converted at the option of warrant holders in one or more tranches within eighteen months from 4th March, 2010 i.e. the date of allotment into equivalent number of fully paid up equity shares of the Company of the face value of Rs. 10 each at an exercise price of Rs. 40 per share (including premium of Rs. 30 per share) to the Promoters/ persons belonging to the Promoter Group on preferential basis. The money so raised has been utilized/ deployed in the ongoing expansion project of the Company.

Implementation of the Polyester Poly-Condensation plant together with increase in the existing POY capacity is going on as per schedule at a capital outlay of Rs. 240 crores.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits.

DIRECTORS

Mr. Madhav Bhageria and Mr. Ram Avtar Bhageria, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, your Directors state as under:

i. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures there from;

ii. that they have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit of the Company for that period;

iii. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

A separate Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors’ Certificate regarding compliance of conditions of Corporate Governance and Management Discussion & Analysis are annexed hereto as part of the Annual Report.

AUDITORS & AUDITORS’ REPORT

M/s Amod Agrawal & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Your Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Observations, if any, made by the Auditors in their report read with the relative notes on accounts are self-explanatory.

STOCK EXCHANGE LISTING

The Equity Shares of your Company are listed on Bombay & Calcutta Stock Exchanges. The Annual Listing Fees has been paid to the aforesaid Stock Exchanges for the year 2010-2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing the necessary information as required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed to this Report.

PARTICULARS OF EMPLOYEES

A Statement showing the particulars of employees under Section 217(2A) of the Companies Act, 1956 is annexed to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary.

ACKNOWLEDGEMENTS

Your Directors are pleased to place on record their sincere appreciation for the support, which the Company has received from its Bankers, Government Organizations, Dealers, Customers, Vendors, Staff and Employees. Your Directors also place on record their sincere appreciation for the confidence reposed by the Shareholders in the Company and its Management.

For and on behalf of the Board of Directors

Place : New Delhi RAM AVTAR BHAGERIA

Date : 3rd August, 2010 Chairman