Directors Report of Fineotex Chemical Ltd.

Mar 31, 2025

Your Board of Directors (“the Board”) take pleasure in presenting
the Board’s Report as a part of the 22nd Annual Report of Fineotex
Chemical Limited (“the Company” or “FCL”), together with the
Audited Financial Statements (Standalone and Consolidated) and the
Auditors’ Report thereon for the financial year ended 31st March 2025.

1. FINANCIAL HIGHLIGHTS

The Company’s financial performance for the financial year
ended 31 March 2025 are summarized below:

	Standalone		Consolidated
	Year ended 31-03-2025	Year ended 31-03-2024	Year ended 31-03-2025	Year ended 31-03-2024
Total Income	46,670.72	45,135.19	55,763.95	58,550.78
Less: Expenditure	34,129.19	31,080.60	41,639.63	42,794.08
Profits before Tax	12,541.53	14,054.59	14,124.32	15,756.70
Less: Income Tax Expense	2,818.86	2,991.93	3,203.50	3,654.23
Profit after Tax	9,722.67	11,062.66	10,920.82	12,102.47
Other Comprehensive Income (net of tax)	(1.94)	(23.62)	(1.94)	(23.62)
Total Comprehensive Income	9,720.73	11,039.04	10,918.88	12,078.85
Attributable to
a. Owners of the Company	9,720.73	11,039.04	10,818.84	11,957.22
b. Non Controlling Interest	Nil	Nil	100.04	121.63

i) Financial Performance - Standalone:

The Company topline increased by 4.84% over previous
year to Rs. 43,922.21 lakhs over the previous year on
standalone basis. The Profit after Tax for the current year
showed a leap of 9,722.67 Lakhs. This was on account of
your Company’s customer focus with change of product
mix to foresee and meet their needs. Improved realisations
and increase in volumes have also contributed to this better
performance during the year.

ii) Financial Performance - Consolidated

On consolidated basis the topline has remains stagnant to
Rs. 53,333.28 lakhs for the year ended 31st March, 2025.
The Profit after Tax for the financial year 2024-25 remains
Rs. 10,920.82 Lakhs.

2. DIVIDEND

The Board has recommended a final dividend of Rs. 0.40 per
equity share having face value of Rs. 2 each for the financial year
ended 31st March 2025 (Dividend for financial year 2023-24
Rs. 0.40 per equity share of Rs. 2 each) at a total payout of Rs.
458.30 Lakhs out of its current profits, subject to the approval

of Members at the ensuing Annual General Meeting (hereinafter
referred to as ‘AGM’) of the Company. If the final dividend is
approved by the members, then the same will be paid within 30
days from the date of approval as per the relevant provisions of
the Companies Act, 2013 (hereinafter referred to as ‘Act’).

The dividend would be paid to all the equity shareholders,
whose names would appear in the Register of Members / list of
Beneficial Owners on the Record Date to be determined for the
purpose of dividend.

During the year, the company has declared and paid an interim
dividend of Rs. 0.40/- per equity share having face value of
Rs. 2/- each for the financial year 2024-25 at a total payout of
Rs. 458.30 Lakhs out of the profits of the company.

In compliance with the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
of Directors of the Company has, formulated a Dividend
Distribution Policy, which is available on the website of the
Company at https://fineotex.com/wp-content/uploads/2021/08/
Dividend-Distribution-Policy.pdf

Pursuant to the provisions of the Income-tax Act, 1961, the
dividend paid or distributed by a Company shall be taxable in
the hands of the shareholders. Accordingly, in compliance with
the said provisions, your Company shall make the payment of
the dividend after the necessary deduction of tax at source at the
prescribed rates, wherever applicable. For the prescribed rates for
various categories, the shareholders are requested to refer to the
Income Tax Act, 1961 and amendments thereof.

3. RESERVES AND SURPLUS

During the financial year 2024-25, the Company has not
transferred any amount to the General Reserve. For details
regarding the transfer to other reserves please refer to Note No. 18
of the financial statements for the year which are self-explanatory.

4. OPERATIONAL PERFORMANCE

We ended the financial year 2024-25 on a stable footing, with
steady performance in the textile chemicals segment and strong
growth in newly diversified businesses. During the quarter, the
textile chemicals segment remained stable, with sustained demand
across key geographies. We also developed 15 new products,
reinforcing our focus on innovation and our ability to respond
swiftly to evolving customer requirements. While the FMCG,
Cleaning & Hygiene segment witnessed a temporary softness in
volumes, the underlying demand fundamentals remain intact, and
we anticipate a pickup in the coming quarters.

Our new business line - Water Treatment and Oil & Gas —
delivered strong performance, with a substantial increase in both
volumes and value contribution backed by a robust and growing
order pipeline. Further, we are undertaking focused capital
expenditure, promotional and brand-building initiatives. These
investments are aimed at enhancing production capabilities,
strengthening market presence, and accelerating customer
acquisition in these fast-growing business segments. These
business lines are expected to play an increasingly significant role
in our revenue mix in the coming years.

A major milestone during the year was the government approval
of AquaStrike Premium, our biotechnology-based mosquito
control solution developed using Azadirachtin. This plant-based,
sustainable innovation opens up growth opportunities in public
health and institutional hygiene, both in India and emerging
markets.

To support our growth aspirations, we are pleased to report that
our greenfield expansion is progressing as planned and will add
15,000 MTPA of capacity, increasing our total installed capacity
to 1,20,000 MTPA expected to commence operations in Q2 FY26.

Awards & Recognition:

• The Company has received the awarded with the ESG
Registered Badge by Dun & Bradstreet (D&B) a
prominent global provider of business decisioning data and
analytics

• The management is thrilled to inform that Company
has been certified as “Great Place to Work” for the 4th
consecutive time.

• During the year the Credit Rating of the company has
been upgraded by the ICRA i.e. long-term rating ICRA
A Positive (pronounced ICRA A Positive) and short-term
rating ICRA A1 (pronounced ICRA A One Plus).

• Hurun India - Outstanding contribution to India’s
Manufacturing Economy Award

• Hurun India - India’s Most Respected Entrepreneurs
Award

5. PREFERENTIAL ISSUE

a) Preferential Issue - Issue Size 280 Crores

Pursuant to the approval of the Board at its meeting held
on 16th February, 2024 and approval of the Members
of Company obtained via Special Resolution at their
Extraordinary General Meeting (‘EGM’) held on 09th
March, 2024, the company on May 22, 2024 had allotted
9,70,000 Equity Shares of ? 2/- each, at a price of Rs. 346/-
(Rupees Three Hundred and Forty-Six only) per equity
share to the certain other identified persons by way of
preferential issue and upon receipt of 25% of the issue price
per warrant (i.e. ? 86.5 per warrant) as upfront payment
(“Warrant Subscription Price”), the Company had allotted
26,26,600 convertible warrants, on preferential basis to the
Promoters of the Company and certain identified persons,
at a price of Rs. 346 each payable in cash (“Warrant Issue
Price”).

Each warrant, so allotted, is convertible into one fully paid-
up equity share of the Company having face value of ? 2
each in accordance with the provisions of Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, on payment of the
balance consideration of ? 259.50 per warrant (“Warrant
Exercise Price”), being 75% of the issue price per warrant
from the Allottees pursuant to exercise of conversion option
against each such warrant, within 18 months from the date
of allotment of warrants.

b) Preferential Issue - Issue Size 218 Crores

During the year, the Board of Directors company at its
meeting held on 01st June, 2024 and the Members of
Company at their Extraordinary General Meeting (‘EGM’)
held on 27th June, 2024, has inter-alia approved the
following;

• Issuance of 28,15,049 (Twenty-Eight Lakhs Fifteen
Thousand and Forty-Nine) Share Warrants each
convertible into 1 (one) fully paid-up equity share of
the Company, having a face value of Rs. 2/- within a
period of 18 months (eighteen months) in accordance
with the applicable laws (“Warrants”) at a price of Rs.
387.40/- (Rupees Three Hundred Eighty-Seven and
Forty Paise only) each payable in cash (“Warrant Issue
Price”), aggregating upto Rs. 1,09,05,49,983 (One
Hundred and Nine Crores Five Lakhs Forty-Nine
Thousand Nine Hundred and Eighty-Three Only)
to certain identified persons by way of preferential
issue, subject to the approval of the other regulatory or
statutory approvals as may be required.

• Issuance of 28,15,049 (Twenty-Eight Lakhs Fifteen
Thousand and Forty-Nine) Equity Shares of the
Face Value of Rs. 2/- each, at a price of Rs. 387.40/-
(Rupees Three Hundred Eighty-Seven and Forty Paise
only) per equity share, each payable in cash (“Share
Issue Price”), aggregating upto Rs. 1,09,05,49,983
(One Hundred and Nine Crores Five Lakhs Forty-
Nine Thousand Nine Hundred and Eighty-Three
Only) to the certain other identified persons by way of
preferential issue, subject to the approval of the other
regulatory or statutory approvals as may be required.

Pursuant to the approval of the Board at its meeting held on
01st June, 2024 and approval of the Members of Company
obtained via Special Resolution at their Extraordinary
General Meeting (‘EGM’) held on 27th June, 2024, the
company on July 19, 2024 had allotted 28,15,049 Equity
Shares of ? 2/- each, at a price of Rs. 387.40/- (Rupees
Three Hundred Eighty-Seven and Forty Paise only) per
equity share to the certain other identified persons by way of
preferential issue and upon receipt of 25% of the issue price
per warrant (i.e. ? 96.85 per warrant) as upfront payment
(“Warrant Subscription Price”), the Company had allotted
28,15,049 convertible warrants, on preferential basis to the
certain other identified persons, at a price of ? 387.40 each
payable in cash (“Warrant Issue Price”).

Each warrant, so allotted, is convertible into one fully
paid-up equity share of the Company having face
value of ? 2 each in accordance with the provisions
of Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2018, on payment of the balance consideration of
? 290.55 per warrant (“Warrant Exercise Price”), being 75%
of the issue price per warrant from the Allottees pursuant
to exercise of conversion option against each such warrant,
within 18 months from the date of allotment of warrants.

6. SHARE CAPITAL

The paid-up share capital of the Company at the beginning of the
financial year was ? 2215.30 Lakhs consisting of 11,07,64,989
equity shares of ? 2 each.

During the financial year 2024-25, the Company has allotted:

1. 9,70,000 equity shares of Rs. 2 each of the company on May
22, 2025 to certain identified persons on Preferential basis.

2. 28,15,049 equity shares of ? 2 each of the company on July
19, 2025 to certain identified persons on Preferential basis.

3. 25,052 equity shares of ? 2 each of the Company on
November 13, 2024 to the eligible employees on exercise of
options pursuant to Fineotex Chemical Limited-Employee
Stock Option Scheme 2020 (“FCL-ESOP 2020”).

As a result of the above allotment the paid-up capital of the
Company as at the end of the financial year increased to
? 2291.50 lakhs consisting of 11,45,75,090 equity shares of ? 2
each.

Further, company has also allotted the 26,26,600 and 28,15,049
convertible warrants on May 22, 2024 and July 19, 2024
respectively. However, as at the end of the financial year and as
on the date of this report warrants are not exercised for conversion
therefore there’s no change in the share capital of the company
due to allotments of the said convertible warrants.

7. EMPLOYEES SHARE OPTION SCHEME 2020

At the 17th Annual General Meeting of the Company held on
29th September, 2020, the members have approved Employees
Stock Option Scheme (“FCL-ESOP-2020”) for granting options
to eligible employees of your Company.

During the year, the eligible employees has opted to exercise
their options and 25,052 equity shares of ? 2/- each were allotted
to them. Considering the extinguishment of options, the total
number of options outstanding as on March 31,2025 are 5,245.

A certificate from the Secretarial Auditor of the Company,
confirming that the aforesaid scheme has been implemented in
accordance with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations,
2021 will be open for inspection at the 22nd Annual General
Meeting of the Company.

8. SUBSIDIARIES

The details and performance of the subsidiary companies is
provided below:

SN.	Name of the Subsidiary Companies	Type
	Indian Subsidiary
1	FSPL Specialities Private Limited	Wholly Owned Subsidiary
2	Manya Manufacturing India Private Limited	Wholly Owned Subsidiary

SN.	Name of the Subsidiary Companies	Type
3	Finoclean Specialities Private Limited	Wholly Owned Subsidiary
	Foreign Subsidiary
4	Fineotex Malaysia Limited (In Malaysia)	Wholly Owned Subsidiary
5	BT Biotex SDN BHD (In Malaysia)	Step down Subsidiary
6	BT Chemicals SDN BHD (In Malaysia)
7	Rovatex SDN BHD (In Malaysia)
8	BT Biotex Limited (In UAE)
9	Fineotex Biotex Healthguard FZE (In UAE)	Wholly Owned Subsidiary

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML), a Limited Company,
was incorporated in a free trade zone in Labaun, Malaysia
in 2011. FML in turn has controlling interest in three other
companies in Malaysia that have established manufacturing
and trading activities these Companies are BT Biotex SDN
BHD, BT Chemicals SDN BHD and Rovatex SDN BHD.
The synergy of the businesses has helped all the companies.
BT Chemicals SDN BHD qualifies as a material subsidiary
as per the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015. The BT Chemicals SDN
BHD has declared the dividend to its holding company
during the financial year 2024-25.

FML incorporated a wholly owned subsidiary -BT Biotex
Limited, UAE with an initial investment of US$ 10,000. The
Company is exploring the expansion and diversification of
activities in Middle East.

Fineotex Specialties FZE was incorporated in the region of
UAE on 25th January 2015 and operates in a free zone in
UAE. It has been renamed as Fineotex Biotex Healthguard
FZE after the strategic alliance with HealthGuard. During
the year, the company has increased the Paid-up share
capital of Fineotex Biotex Healthguard FZE.

b. Indian Subsidiaries:

The Company had incorporated a wholly owned subsidiary
named Fineotex Specialities Private Limited (“FSPL”)
on 05th September, 2020 with an investment of Rs. 100
lakhs to the Equity Share Capital. It had commenced
operations November 2021 and is contributing handsomely
to both the topline and bottom-line of the Company since
then. Fineotex Specialities Private Limited also qualifies
as a material subsidiary from the financial 2023-24 as

per Regulation 16(1)(c) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. FSPL had
declared an Interim dividend for 2024-25 of Rs. 27.5/- Per
equity shares of Rs. 10/- each amounting to Rs. 275 Lakhs.

In December 2023, the Company has incorporated a wholly
owned subsidiary named “Finoclean Specialities Private
Limited” with an initial investment of Rs. 100 Lakhs to the
Equity Share Capital.

Manya Manufacturing India Private Limited is the Indian
subsidiary. It was acquired for a diversification.

The brief details about the subsidiaries described in the
Corporate Governance Report which forms an integral part
of this report.

Further, pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing the salient
features of the financial statements of subsidiary companies
in Form AOC-1 is attached to the financial part of this
Annual Report.

The separate audited financial statements in respect of
each of the subsidiary companies shall be kept open for
inspection at the Registered Office of the Company during
working hours for a period of 21 days before the 22nd
Annual General Meeting.

9. CREDIT RATING

The borrowings of the Company are very minimal. The
Company obtains Credit Rating of its various credit facilities
and instruments from ICRA Limited (“ICRA”). During the
year, ICRA has upgraded their ratings on the bank facilities of
the Company. The Long-term ratings have been upgraded from
ICRA A Stable (pronounced ICRA A Plus Stable) to ICRA
A Positive (pronounced ICRA A plus Positive) and short-term
ratings remains the same i.e. ICRA A1 (pronounced ICRA A
one plus) after careful consideration by the Rating Committee at
ICRA.

10. FINANCE AND CAPITAL EXPENDITURE

Your company is a debt free company. The Company financial
position strengthened during the year as there’s profitability.
The borrowings are taken for short term requirements so that
the investment portfolio is not abruptly disturbed. The Company
has made substantial investment of Rs. 4439.74 Lakhs in fixed
assets during the current year to ensure adequate manufacturing
capacity.

11. MAJOR CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION AFTER THE YEAR END
AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments that occurred
after the close of the year till the date of this Report, which
affected the financial position of the Company.

During the year under review, there was no change in the nature
of the business of the Company.

12. INTERNAL FINANCIAL CONTROLS SYSTEM AND
THEIR ADEQUACY

Your Company has laid down adequate internal financial controls
and checks which are effective and operational. These systems
are designed in a manner which provides assurance with regard
to maintenance of strict accounting control, optimum efficiency
in operations and utilization of resources as well as financial
reporting, protection of Company’s tangible and intangible
assets and compliance with policies, applicable laws, rules and
regulations.

The Audit Committee regularly interacts with the Internal
Auditors, the Statutory Auditors and Senior Executives of the
Company responsible for financial management and other affairs.
The Audit Committee evaluates the internal control systems and
checks & balances for continuous updation and improvements
therein. The Audit Committee also regularly reviews and
monitors the budgetary control system of the Company as well
as the system for cost control, financial controls, accounting
controls, physical verification, etc. The Audit Committee
regularly observes that proper internal financial controls are in
place including with reference to financial statements. During
the year, such controls were reviewed, and no reportable material
weakness was observed.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
for the year ended 31st March 2025, have been prepared in
accordance with the Indian Accounting Standards (IND AS)
110 - “Consolidated Financial Statements” as notified by
Ministry of Corporate Affairs and as per the general instructions
for preparation of Consolidated Financial Statements given in
Schedule III and other applicable provisions of the Act, and in
compliance with the SEBI Listing Regulations. The financial
statements of the subsidiaries and the related detailed information
will be made available to the shareholders of the Company
seeking such information.

The Audited Consolidated Financial Statements along with the
Auditors’ Report thereon forms part of this Annual Report.

14. PUBLIC DEPOSITS, LOANS AND ADVANCES

During the financial year 2024-25, the Company has not accepted
any deposits from public within the meaning of Section 73 and
Section 74 of the Act, therefore the disclosure pursuant to Rule
8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not
applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year
under review, as stipulated under Regulation 34 (3) of the SEBI
(LODR) Regulations, 2015, on the operations of the Company as
prescribed under Schedule V, is presented in a separate section
forming part of the Annual Report Annexed as “Annexure - 1”.

16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS/
OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as required
to be disclosed pursuant to the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is given in “Annexure - 2” forming part
of this Report.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in
terms of Regulation 19 read with Part D of Schedule-II of the
SEBI Listing Regulations, the Company has a Nomination and
Remuneration Policy for its Directors, Key Managerial Personnel
and Senior Management which also provides for the diversity of
the Board and provides the mechanism for performance evaluation
of the Directors and the said Policy was amended from time to
time. It includes criteria for determining qualifications, positive
attributes and Independence of a Director. The Nomination and
Remuneration Policy is set out in Annexure - ‘3’ to the Director’s
Report. It is also available on the Company’s website and can
be accessed through the following link https://fineotex.com/wp-
content/uploads/2025/07/Nomination-and-Remuneration-Policy.
pdf.

18. BOARD DIVERSITY

The Company recognizes and embraces the benefits of having
a diverse Board that possesses a balance of skills, experience,
expertise and diversity of perspectives, appropriate to the
requirements of the businesses of the Company. The Board has
adopted the Board Diversity Policy which sets out the approach
to diversity and forms a part of the Nomination and Remuneration
Policy of the company. The policy is available at the website of the
Company at https://fineotex.com/wp-content/uploads/2025/07/
Nomination-and-Remuneration-Policv.pdf.

19. PARTICULARS OF REMUNERATION OF MANAGERIAL
PERSONNEL AND EMPLOYEES AND RELATED
DISCLOSURE

Disclosures pertaining to remuneration and other details as
required under Section 197(12), read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in “Annexure - 4” enclosed hereto and
forms part of this Report. The statement containing particulars
of employees pursuant to Section 197 of the Act, read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not being sent to the
Members along with this Annual Report in accordance with the
provisions of Section 136 of the Act. Copies of the said statement
are available at the registered office of the Company during the
designated working hours from 21 days before the AGM till the
date of the AGM. Any member interested in receiving the said
statement may write to the Company Secretary, stating their Folio
No./DPID & Client ID.

20. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Your Company has given loans and guarantees and made
investments in compliance with the provisions of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of
Board and its Powers) Rules, 2014. The particulars of such loans
and guarantees given, and investments made are provided in the
Standalone Financial Statements of the Company forming part of
this Annual Report.

21. RELATED PARTY TRANSACTIONS / CONTRACTS

The Company has adopted the related party transactions policy.
The Audit Committee reviews this policy periodically and also
reviews and approves all related party transactions, to ensure that
the same are in line with the provisions of applicable law and the
Related Party Transactions Policy.

The Audit Committee approves the related party transactions and
limit for the financial year by Omnibus Approval. The related
party transactions that were entered into by the Company during
the financial year 2024-25, were on an arm’s length basis. Further,
no material related party transactions were entered into by the
Company during the financial year 2024-25. The disclosure under
Section 134(3)(h) read with Section 188 (2) of the Act in form
AOC-2 is given in “Annexure - 5” forming part of this Report.

The details of the transaction with related parties during financial
year 2024-25 are provided in the accompanying financial
statements.

Details of related party transactions entered into by the Company,
in terms of IND AS-24 have been disclosed in the notes to the
financial statements.

The Policy on related party transactions as approved by the
Board in terms of Regulation 23 of the SEBI Listing Regulations
is posted on the website of the Company and can be accessed
through the following link: https://fineotex.com/wp-content/
uploads/2023/05/RPT-Policy.pdf

22. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the Company was required
to spend ? 150.42 Lakhs, the minimum amount to be spent on
CSR activity. The Company spent ? 1.76 Lakhs in excess towards
CSR in FY 2023-24 which has been set off during FY 2024-25.
Therefore, the Company is required to spend in FY 2024-25 after
set-off excess CSR is ? 148.66 Lakhs.

Out of net CSR obligation of ? 148.66 Lakhs for the financial year
2024-25, the Company spent ? 44.09 Lakhs during the financial
year 2024-25. The company has ? 104.57 Lakhs as an unspent
amount for the year ended 31st March 2025.

Acknowledging the responsibility towards the society, your
Board, in compliance with the provisions of Section 135(1) of
the Act and Rules made thereunder has formulated the CSR
Committee and CSR Policy. Further, the CSR policy has been
placed on the website of the Company and can be accessed
through the following link: https://fineotex.com/wp-content/
uploads/2025/05/FCL-CSR-Policy final.pdf.

The Annual Report on CSR activities in terms of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014
is annexed herewith and marked as “Annexure - 6” forming part
of this Report.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition

The Board of the Company contains an optimum
combination of Executive and Non-Executive Directors. As
on March 31,2025, it comprises of 7 (Seven) Directors, viz.
4 (Four) Non-Executive Independent Directors including
a Woman Director and 3 (three) Executive Directors. The
position of the Chairman of the Board and the Managing
Director are held by the Executive Director. The profile of
all the Directors can be accessed on the Company’s website
at www.fineotex.com.

None of the Directors of the Company have incurred any
disqualification under Section 164(1) & 164(2) of the Act.
During the year under review, the Board has accepted the
recommendations of the Audit Committee.

The details of the Board composition and composition
of Committees are provided separately in the Corporate
Governance Report.

b) Changes in Board Composition and Key Managerial
Personnel

Mr. Alok Dhanuka (DIN: 06491610) has ceased to be an
Independent Director of the Company upon completion
of his second and final term as an Independent Director
and consequently ceased to be a Director of the Company
w.e.f. the close of business hours on 20th September 2024.
The Board places on record its deep appreciation for the
contributions of Mr. Alok Dhanuka during his tenure as an
Independent Director of the Company.

During the year under review, the Board of the Company
(based on the recommendation of the Nomination &
Remuneration Committee) has appointed Dr. Amit
Prabhakar Pratap (DIN: 08023735) as Independent Director
of the Company for a term of 5 (Five) consecutive years
w.e.f. 09th August 2024. The Shareholders of the Company
approved the said appointment with an overwhelming
majority at the 21st AGM of the Company.

During the financial year 2024-25, Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722) was re-appointed as Whole
Time Director of the Company, liable to retire by rotation,
for a period of five (5) consecutive years with effect from
14th August 2024 to 13th August 2029 by means of passing
Ordinary Resolutions of the members at the 21st AGM of
the Company held on 10th September, 2024.

There were no changes in the Key Managerial Personnel of
your Company during the financial year 2024-25.

c) Director retiring by rotation

Pursuant to the provisions of the Companies Act, 2013
the Members of the Company at the 21st AGM held on
10th September 2024, re-appointed Mrs. Aarti Mitesh
Jhunjhunwala (DIN: 07759722) Director of the Company,
who was liable to retire by rotation.

In accordance with the provisions of the Act, Mrs. Aarti
Mitesh Jhunjhunwala (DIN: 07759722), Executive Director
retires from the Board by rotation and being eligible and
offers himself for re-appointment. The Board recommends
the said re-appointment at the 22nd AGM.

Further, the brief resume and other details relating to
the Director seeking appointment or re-appointment,
as stipulated under Regulation 36 of the SEBI Listing
Regulations and Secretarial Standard 2, are provided in the
Notice convening the ensuing AGM.

None of the Directors of your Company is disqualified under
the provisions of Section 164(2) of the Act. A certificate
dated August 12, 2025 received from, Mr. Hemant Shetye,
Designated Partner of M/s. HSPN & Associates, Company
Secretary in Practice (CP No: 1483) certifying that none
of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing
as directors of companies by Securities and Exchange Board
of India (“SEBI”)/Ministry of Corporate Affairs or any such
statutory authority is annexed to the Corporate Governance
Report.

24. DECLARATION OF INDEPENDENT DIRECTORS

During the financial year 2024-25, all the Independent Directors of
the Company has given declarations regarding their Independence
to the Board as stipulated in Section 149(6) & 149(7) of the
Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)
and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent Directors fulfil the
conditions specified in the Act with regard to integrity, expertise
and experience (including the proficiency) of an Independent
Director and are independent of the management.

25. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme for
Independent Directors to enable them to understand their roles,
rights and responsibilities and proactively keeps them informed of
the activities of the Company, its management and operations and
provides an overall industry perspective as well as issues being
faced by the industry. Company’s policy on the familiarization
program for the independent directors as well as details of
familiarization programme imparted during the year is available
on the Company’s website at https://fineotex.com/wp-content/
uploads/2025/02/FCL-Familiarization-Programme-2024-25.pdf.

26. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Independent Directors at their meeting have
evaluated the performance of Non-Independent Directors after
considering the views of the Executive and Non-Executive
Directors, Board as a whole and assessed the quality, quantity,
and timeliness of flow of information between the Company’s
Management and the Board.

The board, upon the recommendation of the Nomination and
Remuneration Committee and as per the criteria and manner
provided for the annual evaluation of each member of the Board
and its Committees, the board has evaluated the performance of
the entire Board, its Committees, and individual directors. During
the financial year 2024-25, all the members of the Board and its
Committees met the criteria of performance evaluation as set out
by the Nomination and Remuneration Committee.

The evaluation process focused on various aspects of the Board
and Committees’ functioning such as composition of the Board
and its Committees, experience and competencies, performance
of specific duties, obligations and governance issues.

27. AUDITORS AND AUDITO R S ’ REPORT

(i) Statutory Auditors:

M/s. ASL & Co., Chartered Accountants (FRN: 101921W),
the Statutory Auditors of the Company were re-appointed at
the 21st AGM held on 10th September 2024 for the second
term of 5 (Five) consecutive years from the conclusion of
the 21st AGM till the conclusion of the 26th AGM to be
held for the financial year 2028-29.

The Report given by M/s ASL & Co, Chartered Accountants
on the financial statements of the Company for the financial
year 2024-25 is part of the Annual Report and there is no
qualification, reservation, adverse remark, or disclaimer
given by the Auditors in their Reports. The Auditors of the
Company have not reported any fraud in terms of the second
proviso to Section 143(12) of the Act.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s HSPN & Associates LLP,
Practicing Company Secretaries (ICSI Unique Code
L2021MH011400), were appointed as Secretarial Auditor
to conduct Secretarial Audit for the financial year 2024-25.
The Secretarial Audit Report, pursuant to Section 204(1)
of the Act for the financial year ended 31st March 2025, is
annexed to this Report as “Annexure - 7” and forms part of
this Report. There is no qualification, reservation, adverse
remark, or disclaimer given by the Secretarial Auditor in
their Reports.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year 2024-25 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The

Annual Secretarial Compliance Report for the financial
year ended 31 March 2025 has been submitted to the
Stock Exchanges and the said report may be accessed on
the Company’s website at the link https://fineotex.com/
secretarial-compliance-report/.

Pursuant to the provisions of Section 204 of the Act read
with Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation 24A of
the SEBI Listing Regulations, the Board of Directors at its
meeting held on August 12, 2025 upon the recommendation
of the Audit Committee, appointed M/s HSPN & Associates
LLP, Company Secretaries in Practice (ICSI Unique Code
L2021MH011400) as Secretarial Auditor for a term of five
consecutive years commencing from financial year 2025-26,
subject to the approval of the shareholders at the forthcoming
AGM of the Company. The Company has received the
necessary consent from M/s HSPN & Associates LLP to act
as the Secretarial Auditor of the Company along with the
certificate confirming that his appointment would be within
the applicable limits.

During the year, the Company has complied with the
applicable corporate governance requirements as prescribed
under the SEBI Listing Regulations with respect to its
subsidiaries. Therefore, the Secretarial Audit of the
Material Subsidiary viz. FSPL Specialities Private Limited
(“FSPL” )y M/s. HSPN & Associates,

Company Secretaries, Mumbai in terms of Regulation 24A
of the Listing Regulations and a copy of the said report is
annexed to this Board Report as along with the Annexure -
7. The Secretarial Audit Report of FSPL does not contain
any qualification, reservation, adverse remark or disclaimer.

(iii) Cost Auditors:

During the Period under review, pursuant to Section 148 of
the Act read with the Rules framed thereunder, the Board
has re-appointed M/s. V J Talati & Co, Cost Accountants, to
conduct an audit of the cost records of the Company for the
financial year 2024-25.

M/s V J Talati & Co, the Cost Auditor of the Company
submitted the Cost Audit Report for the year 2024-25 within
the time limit prescribed under the Act and Rules made
thereunder.

Pursuant to Section 148 of the Act, read with the rules framed
thereunder, the Board at its meeting held on 20th May,
2025 upon the recommendation of the Audit Committee,
re-appointed M/s. V J Talati & Co. as the Cost Auditor of
the Company to conduct the audit of the cost records of the
Company for the financial year 2025-26. The Company has
received the necessary consent from M/s. V J Talati & Co
to act as the Cost Auditor of the Company for the financial
year 2025-26 along with the certificate confirming that his
appointment would be within the applicable limits.

Further, pursuant to Section 148 of the Act, read with the
rules framed thereunder, the remuneration payable to Cost

Auditor for the financial year 2025-26 is required to be
ratified by the Members of the Company at the forthcoming
AGM. Accordingly, an ordinary resolution seeking approval
of members for ratification of payment of remuneration
payable to the Cost Auditor is included in the Notice
convening the ensuing AGM of the Company.

28. BOARD MEETINGS

The Board met 5 (Five) times during the financial year 2024¬
25. The dates of meetings of the Board and its Committees and
attendance of each of the Directors thereat are provided separately
in the Corporate Governance Report.

The maximum gap between two Board meetings held during the
year was not more than 120 days.

29. MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records
as specified by the Central Government in compliance with
Section 148 of the Act.

30. RISK ASSESSMENT AND MANAGEMENT

The Company has a policy on Risk Assessment and Management
to identify various kinds of risks in the business of the Company.
The Board review the Policy from time to time and take adequate
steps to minimize the risk in business. There are no such risks,
which, in the opinion of the Board, threaten the existence of your
Company. The policy is available at the website of the Company
at https://fineotex.com/wp-content/uploads/2023/04/Policy-for-
Risk-Management.pdf.

The Risk Management Committee met twice in a year i.e. on 20th
June, 2024 and 10th January, 2025.

31. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and
provide effective supervision of the Management’s financial
reporting process, to ensure accurate and timely disclosures,
with the highest levels of transparency, integrity and quality of
financial reporting.

The Committee comprises of Mrs. Bindu Darshan Shah
(Chairperson), Dr. Sunil Waghmare, Dr. Amit Pratap and
Mr. Sanjay Tibrewala. The Committee met 4 (Four) times during
the year under review, the details of which are given in the
Corporate Governance Report of this Annual Report.

During the year under review, there were no instances when the
recommendations of the Audit Committee were not accepted by
the Board.

32. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has formulated a vigil mechanism / Whistle Blower
Policy for the Directors and Employees to report their genuine
concerns, details of which have been given in the Corporate
Governance Report annexed to this Report. The copy of the
Policy is available on the website of the Company and may be
accessed through the web link https://fineotex.com/wp-content/
uploads/2021/08/otherFCL-WhistleblowerPolicv.pdf.

33. HUMAN RESOURCES

The focus on human capital continued to be a cornerstone of the
Company’s strategic endeavours. Recognizing the pivotal role of
our workforce as the driving force behind our diverse business
ventures, the Company endeavoured to cultivate an environment
conducive to their growth, development, and overall well-being.

The Company has a strength of permanent employees and contract
workers as on 31st March, 2025. From the total permanent
employees, over 18.57% are Women.

Fineotex’s robust performance and goals management system
is crafted to ensure our employee’s performance is assessed and
appraised annually based on agreed upon goals aligned with the
Company’s overall business targets.

The Human Resource function of the company is tightly
integrated and takes care of recruitment, training, performance
management, compensation and the overall well-being of all our
employees. Fineotex’s strong belief in employee empowerment
and thus the efforts are focused on creating an employee-friendly
environment. The testimony to this is our recent certification of
‘Great Place to Work’.

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

An Internal Committee has been constituted in line with the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder to redress
complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary & trainees) are covered under
the policy.

During the financial year 2024-25, the Committee submitted
its Annual Report as prescribed in the said Act and there was
no complaint as regards sexual harassment received by the
Committee during the year.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by Statutory
Auditors, Secretarial Auditors and Cost Auditors with the
concurrence of the Audit Committee, pursuant to Section 134(3)
(c) read with Section 135(5) of the Companies Act, 2013 and as
per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations,
the Board states the following:

(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper
explanations relating to material departure, if any;

(ii) The Directors have selected suitable accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company
for that period;

(iii) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

(iv) The Directors have prepared the Annual Accounts on a
going concern basis;

(v) The Directors have laid down proper internal controls
were in place and that the financial controls were adequate
and were operating effectively and the systems to ensure
compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively; and

(vi) The Directors have devised systems to ensure compliance
with the provisions of all applicable laws were in place and
were adequate and operating effectively.

36. ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of
Section 92 of the Companies Act, 2013, the Annual Return as on
31st March, 2025 is available on the website of the Company at
the link https://fineotex.com/investor-relation/.

The annual return uploaded on the website is a draft in nature and
the final annual return shall be uploaded on the website of the
Company once the same is filed with the Ministry of Corporate
Affairs after the AGM.

37. CORPORATE GOVERNANCE

We are committed to achieve the highest standards of ethics,
transparency, corporate governance and continue to comply with
the code of conduct framed for the Board and senior management
under SEBI Listing Regulations and have maintained high
standards of corporate governance based on the principle of
effective implementation of internal control measures, adherence
to the law and regulations and accountability at all levels of the
organization.

The Company strives to achieve appropriate Corporate
Governance practices. In accordance with the requirements
of Schedule V read with Regulation 34(3) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015
with the Stock Exchange, a report on the status of compliance of
Corporate Governance norms is also attached as “Annexure - 8”.

A certificate from the Statutory Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance, as stipulated in the Listing Regulations forms part
of the Annual Report.

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Reporting (BRSR)
of the Company for the financial year ended 31st March 2025 as
required pursuant to the Regulation 34(2)(f) of the SEBI Listing
Regulations is annexed herewith as “Annexure - 9” forming part
of this Report and the same is also available on the Company’s
website at www.fineotex.com.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE

There are no significant/material orders passed by the Regulators/
Courts/Tribunals which would impact the going concern status
of the Company and its future operations. During the year under
review, no Corporate Insolvency Resolution application was
made, or proceeding was initiated, by/against the Company under
the provisions of the Insolvency and Bankruptcy Code, 2016
(as amended). Further, no application/proceeding by/against the
Company under the provisions of the Insolvency and Bankruptcy
Code 2016 (as amended) is pending as on 31st March 2025.

40. TRANSFER OF UNCLAIMED DIVIDEND AND
UNCLAIMED SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid
or unclaimed dividends that are required to be transferred by
the Company to the Investor Education and Protection Fund
(“IEPF” or “Fund”) established by the Central Government, after
completion of seven years from the date of the declaration of
dividend are transferred to IEPF. Further, according to the Rules,
the shares in respect of which dividend has not been paid or
claimed by the shareholders for seven consecutive years or more
are also transferred to the demat account of the IEPF Authority.

The Company had sent individual notices and advertised in the
newspapers seeking action from the shareholders who have not
claimed their dividends for seven consecutive years or more.
Thereafter, the Company transferred such unpaid or unclaimed
dividends and corresponding shares to IEPF.

During the financial year 2024-25, pursuant to provision of
Section 124 of the Act, the Company has transferred a sum of
? 38,844.30/- to the IEPF, the amount of dividend which was
unclaimed/ unpaid for a period of seven years, declared for the
financial year 2016-17. Further, during the financial year 2024¬
25, the Company has transferred 711 shares in respect of which
dividend has not been paid or claimed for seven consecutive years
or more pursuant to Section 124 of the Act to the IEPF.

Shareholders/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF may claim those dividends and
shares from the IEPF Authority by complying with prescribed
procedure and filing the e-Form IEPF-5 online with MCA portal.

Further the shares in respect of which dividend has not been paid
or claimed for seven consecutive years will also be transferred
to IEPF. Shareholders are requested to ensure that they claim the
unpaid dividends referred to above before the dividend and shares
are transferred to the IEPF pursuant to the provision of Section
124 of the Act.

41. LISTING ON STOCK EXCHNAGES

As on 31st March, 2025 the 11,45,75,090 equity shares of Rs. 2/-
each of the company are listed on the BSE Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The Company
has paid the annual listing fees to the stock exchange/s.

42. DEMATERIALISATION OF SHARES

There were 11,45,75,056 equity shares of the Company held by
the shareholders in dematerialized form as on 31st March 2025,
representing 99.99% of the total paid-up share capital of the
Company consisting of 11,45,75,090 equity shares of Rs. 2 each.
The Company’s equity shares are compulsorily required to be
traded in dematerialized form, therefore, Members are advised to
speed up converting the physical shareholding into dematerialized
form through their DP(s). Only 34 equity shares of Rs. 2 each of
the company are held in physical form.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

44. E-VOTING FACILITY AT AGM

In terms of Regulation 44 of SEBI Listing Regulations and in
compliance with the provisions of Section 108 of the Act read
with Rule 20 and other applicable provisions of the Companies
(Management and Administration) Rules, 2014 (as amended),
the items of business specified in the Notice convening the 22nd
AGM of the Company shall be transacted through electronic
voting system only and for this purpose the Company is providing
e-Voting facility to its’ Members whose names will appear in the
register of members as on the cut-off date (fixed for the purpose),
for exercising their right to vote by electronic means through
the e-voting platform to be provided by National Securities
Depository Ltd (“NSDL”). The detailed process and guidelines
for e-Voting have been provided in the notice convening the
meeting.

45. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the
‘Green Initiative’ undertaken by the Ministry of Corporate Affairs,
Government of India, enabling electronic delivery of documents
including the Annual Report etc. to Members at their e-mail
address registered with the Depository Participants (“DPs”) and
RTAs. To support the ‘Green Initiative’, Members who have not
registered their email addresses are requested to register the same
with the Company’s Registrar and Share Transfer Agent (“RTAs”)/
Depositories for receiving all communications, including Annual
Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circular No. 09/2024 dated 19th September

2024 and SEBI Circular dated 03rd October 2024, the Annual
Report of the Company for the financial year ending 31st March

2025 including therein the Audited Financial Statements for the
financial year 2024-25, will be sent only by email to the Members.

? ACKNOWLEDGEMENT

Your directors wish to place on record their sincere appreciation
for the continued support and cooperation extended to the
Company by its bankers, customers, vendors, suppliers, dealers,
investors, business associates, all the stakeholders, shareholders,
various departments of the State and the Central Government and
Investors.

For and on behalf of the Board of Directors of
Fineotex Chemical Limited

Sd/- Sd/-

Surendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

DIN: 00218394 DIN: 00218525

Place : Mumbai
Dated: August 12, 2025

---

Mar 31, 2024

Your Board of Directors (“the Board”) take pleasure in presenting the Board’s Report as a part of the 21st Annual Report of your Company (“the Company” or “FCL”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended 31st March 2024.

1. HIGHLIGHTS

The Financial Year 2023-24 stands out tall continuing to roll out better performance over the last year. This is the testimony of achieving higher and higher milestones year after year. The topline has shown a jump of almost 50% over the last year. The net profit before tax for the current year has more than doubled. This demonstrates the Company’s increase in market shares and also a decisive march in the niche product range of superior and high value product range. We saw the turnover boost over Financial Year 2022-23 signifying the increase in our market share. The Company’s policy to provide customised business solutions to our customers has been the base for increase in our product range. Our vision and our capabilities to be an effective customized solution provider are confirmed by the performance for the year along with traditional specialty chemicals. The performance reiterates the essence of our mission and our capabilities to be an effective solution provider in addition to a dependable functionary in the customers supply change. These results have now become a benchmark for us, motivating us to actively pursue new opportunities. Moving forward, we remain dedicated to diversifying our customer portfolio and expanding our product range across business segments. Our commitment to growth and innovation drives us to continuously strike excellence in meeting the evolving needs of the customers.

2. FINANCIAL RESULTS

(Rs. in Lakhs)

	Standalone		Consolidated
	Year ended 31-03-2024	Year ended 31-03-2023	Year ended 31-03-2024	Year ended 31-03-2023
Total Income	45,135.19	30,620.61	58,550.79	52,430.02
Less: Expenditure	31,080.60	23,849.81	42,974.05	40,950.14
Profits before Tax	14,054.59	6,770.80	15,756.74	11,479.88
Less: Income Tax Expense	2,991.93	1,568.87	3,654.23	2,524.40
Profit after Tax	11,062.66	5,201.93	12,102.51	8,955.48
Other Comprehensive Income (net of tax)	(23.62)	0.26	(23.62)	0.26
Total Comprehensive Income	11,039.04	5,202.19	12,078.89	8,955.74
Attributable to
a. Owners of the Company	11,039.04	5202.19	11,957.26	8831.84
b. Non Controlling Interest	Nil	Nil	121.63	123.90

i) Financial Performance - Standalone:

The Company topline increased by 41.75% over previous year to Rs. 41,892.82 lakhs over the previous year on standalone basis. The Profit after Tax for the current year showed a leap of 112.67% over the previous year. This was on account of your Company’s customer focus with change of product mix to foresee and meet their needs. Improved realisations and increase in volumes have also contributed to this better performance during the year.

ii) Financial Performance - Consolidated

On consolidated basis the topline has increased to Rs, 56,897.04 lakhs as against Rs. 51,699.56 Lakhs for the year ended 31st March, 2023. During the financial year 202324, the Company earned a profit after tax crossed the 100 crore mark. The Profit after Tax increased from Rs. 8,955.48 Lakhs to Rs. 12102.51 Lakhs in the current year.

The above data has been extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards (Ind AS), as notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards Rules 2015) and the relevant provisions of the Act, as applicable.

3. DIVIDEND

The Board has recommended a dividend of Rs. 0.40 per equity share having face value of Rs. 2 each for the financial year ended 31st March 2024 (Dividend for financial year 2022-23 Rs. 0.80 per equity share of Rs. 2 each) at a total payout of Rs. 446.94 Lakhs out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as ‘AGM’) of the Company. If the final dividend is approved by the members, then the same will be paid within 30 days from the date of approval.

During the year, the company has declared and paid an Interim Dividend of Rs. 1.20/- per equity share having face value of Rs. 2/- each for the financial year 2023-24 at a total payout of Rs. 1329.18 Lakhs out of the profits of the company.

In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at https://fineotex.com/wp-content/uploads/2021/08/ Dividend-Distribution-Policy.pdf

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the shareholders effective April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, September 04, 2024 to Tuesday, September 10, 2024 (both days inclusive) for

the purpose of payment of the dividend and AGM for the financial year ended March 31, 2024.

4. RESERVES AND SURPLUS

During the financial year, no amount was proposed to be transferred to the Reserves account.

5. OPERATIONAL PERFORMANCE

With the expansion of our Ambernath plant capacity to an impressive 1,04,000 MTPA, the Company is now well equipped to not only meet the demands of the new product contracts but also anticipate and fulfill future orders with utmost efficiency. The increased capacity of the plant signifies a significant milestone in the company’s growth strategy. By ramping up production capacity, the Company has enhanced the ability to cater to a broader range of market demands and seize new business opportunities. With this expansion, the Company has positioned itself as a reliable and trusted partner for the customers and ensuring that it can deliver on their evolving needs both now and in the foreseeable future.

The Company has been focused on sustainable growth and maximizing shareholders’ wealth. It has been included in the prestigious NIFTY Micro- Cap Index and Morgan Stanley Small Cap Index (MSCI). This recognition reflects Company’s strong performance and market presence in the micro-cap segment. The Board is pleased to share that your company has entered the A group category of listed companies. This reclassification underscores Company’s financial stability, transparency and adherence to regulatory standards, enhancing our visibility among investors.

Awards & Recognition:

• The Company has received the awarded with the ESG Registered Badge by Dun & Bradstreet (D&B) a

prominent global provider of business decisioning data and analytics

• The management is thrilled to inform that Company has been certified as “Great Place to Work” for the 3rd consecutive time.

• During the year the Credit Rating of the company has been upgraded by the ICRA i.e. long-term rating ICRA A Stable (pronounced ICRA A plus Stable) and short-term rating ICRA A1 (pronounced ICRA A One Plus).

• Purchased Additional factory land premises of 7 acres at Additional Ambernath MIDC, Maharashtra

• Received accreditation by National Accreditation Board for Testing and Calibration Laboratories (NABL) for the laboratory situated at Sasmira Institute, Worli, Mumbai.

• Company has successfully commissioned its Solar Power Plant installation at Ambernath Facility.

6. SHARE CAPITAL

The Share Capital of the Company at the beginning of the financial year stands at Rs. 2,214.97 Lakhs consisting of 11,07,48,420

equity shares of Rs. 2/- each.

During the financial year 2023-24 the company has allotted the 16,569 shares of Rs. 2/- each to the eligible employees on exercise of options pursuant to “Fineotex Chemical Limited -Employee Stock Option Plan 2020 (“FCL-ESOP 2020”)” on 23rd December, 2023.

As a result of the above allotment the paid-up capital of the Company as at the end of the financial year increased to Rs. 2215.30 lakhs consisting of 11,07,64,989 equity shares of Rs. 2 each.

7. PREFERENTIAL ISSUE

The Board of Directors of the company at its meeting held on 16th February, 2024 and Members of the Company at their Extraordinary General Meeting (‘EGM’) held on 09th March, 2024, has inter-alia approved the following;

i) Issuance of 42,00,600 (Forty Two Lakhs Six Hundred) Share Warrants each convertible into 1 (one) fully paid up equity share of the Company, having a face value of Rs. 2/- within a period of 18 months (eighteen months) in accordance with the applicable laws (“Warrants”) at a price of Rs. 346/- (Rupees Three Hundred and Forty Six only) each payable in cash (“Warrant Issue Price”), aggregating upto Rs. 145,34,07,600/- (Rupees One Hundred Forty Five Crore Thirty Four Lakhs Seven Thousand Six Hundred Only) to the Promoters and certain other identified persons by way of preferential issue, subject to the approval of the other regulatory or statutory approvals as may be required.

ii) Issuance of 39,02,000 (Thirty Nine Lakhs Two Thousand) equity shares of the Company having face value of Rs. 2/- each, at a price of Rs. 346/- (Rupees Three Hundred and Forty Six only) per equity share, each payable in cash (“Share Issue Price”), aggregating upto Rs. 135,00,92,000/-(Rupees One Hundred Thirty Five Crore Ninety Two Thousand Only) to the certain other identified persons by way of preferential issue, subject to the approval of the other regulatory or statutory approvals as may be required.

8. EMPLOYEES SHARE OPTION SCHEME 2020

At the 17th Annual General Meeting of the Company held on 29th September, 2020, the members have approved Employees Stock Option Scheme-FCL-ESOP-2020 for granting options to eligible employees of your Company. The Scheme is as per the regulations laid down by the Securities and Exchange Board of India and is operational.

As at the beginning of the year, a total of 49,511 stock options were outstanding. During the year 2023-24, 6,274 fresh options were offered as per the scheme. Certain eligible employees opted to exercise their options and 16,569 equity shares of Rs. 2/- each were allotted to them. Considering the extinguishment of options, the total number of options outstanding as on March 31,2024 are 33,878.

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid scheme have been implemented

in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021, will be open for inspection at the 21st Annual General Meeting of the Company.

9. SUBSIDIARIES

The details and performance of the subsidiary companies is provided below:

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in a free trade zone in Labaun, Malaysia in 2011. FML in turn has controlling interest in three other companies in Malaysia that have established manufacturing and trading activities these Companies are BT Biotex SDN BHD, BT Chemicals SDN BHD and Rovatex SDN BHD. The synergy of the businesses has helped all the companies. BT Chemicals SDN BHD qualifies as a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The BT Chemicals SDN BHD has declared the dividend to its holding company during the financial year 2023-24.

FML incorporated a wholly owned subsidiary -BT Biotex Limited, UAE with an initial investment of US$ 10,000. The Company is exploring the expansion and diversification of activities in Middle East.

Fineotex Specialties FZE was incorporated in the region of UAE on 25 th January 2015 and operates in a free zone in UAE. It has been renamed as Fineotex Biotex Healthguard FZE after the strategic alliance with HealthGuard. The Fineotex Biotex Healthguard FZE has paid the dividend during the financial year 2023-24.

b. Indian Subsidiaries:

The Company had incorporated a wholly owned subsidiary named Fineotex Specialities Private Limited (FSPL) on 5th September, 2020 with an investment of Rs. 100 lakhs to the Equity Capital. It had commenced operations November 2021 and is contributing handsomely to both the topline and bottomline of the Company since then. Fineotex Specialities Private Limited also qualifies as a material subsidiary from the financial 2023-24 as per Regulation 16(1 )(c) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. During the year, the name of the company has been changed from Fineotex Specialities Private Limited to FSPL Specialities Private Limited. FSPL had declared a maiden dividend for 2022-23 of Rs. 45/- Per equity shares of Rs. 10/- each amounting to Rs. 450 Lakhs. FSPL has also declared an interim dividend of Rs. 50/- per share of Rs. 10/- each amounting to Rs. 500 Lakhs. Thus, your Company has received an amount of Rs. 950 lakhs as the dividend during the year which is reflected in Company’s Standalone accounts.

During the year, your Company has incorporated a wholly owned subsidiary named “Finoclean Specialities Private Limited” with an initial investment of Rs. 100 Lakhs to the Equity Share Capital.

Manya Manufacturing India Private Limited is the Indian subsidiary. It was acquired for a diversification. It is not a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The details of the subsidiaries have been described in brief in the Corporate Governance Report which forms an integral part of this report.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of subsidiary companies in Form AOC-1 is attached to the financial part of this Annual Report.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

10. CREDIT RATING

The borrowings of the Company are very minimal. The Company obtains Credit Rating of its various credit facilities and instruments from ICRA Limited (“ICRA”). During the year, ICRA has upgraded their ratings on the bank facilities of the Company. The Long-term ratings has been upgraded from ICRA A (pronounced ICRA A) to ICRA A Stable (pronounced ICRA A plus Stable) and short-term ratings has been upgraded from ICRA A1 (pronounced ICRA A one) to ICRA A1 (pronounced ICRA A one plus) after careful consideration by the Rating Committee at ICRA.

11. FINANCE AND CAPITAL EXPENDITURE

The Company’s finance position has been further strengthened during the year due to growth in profitability. The cash generation from operations reflect a positive contribution over the last year. Over the years, this has become a ritual. The Company is a zero debt company. The borrowings are taken for short term requirements so that the investment portfolio is not abruptly disturbed. The Company has made substantial investment of Rs. 1346.16 Lakhs in fixed assets during the current year to ensure adequate manufacturing capacity.

12. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE YEAR END AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

During the year under review, there was no change in the nature of the business of the Company.

13. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Your Company has laid down adequate internal financial controls and checks which are effective and operational. These systems are designed in a manner which provides assurance with regard to maintenance of strict accounting control, optimum efficiency in operations and utilization of resources as well as financial reporting, protection of Company’s tangible and intangible assets and compliance with policies, applicable laws, rules and regulations.

The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

14. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements ofthe Company for the year ended 31st March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of Consolidated Financial Statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.

The Audited Consolidated Financial Statements along with the Auditors’ Report thereon forms part of this Annual Report.

15. PUBLIC DEPOSITS, LOANS AND ADVANCES

During the financial year 2023-24, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as “Annexure - 1”.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in “Annexure - 2” forming part of this Report.

18. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time. It includes criteria for determining qualifications, positive attributes and Independence of a Director. The Remuneration Policy is set out in Annexure - ‘3’ to the Director’s Report. It is also available on the Company’s website and can be accessed through the following link https://fineotex.com/wp-content/uploads/2021/08/ Nomination-and-Remuneration-Policy.pdf

19. PARTICULARS OF EMPLOYEES

The total number of permanent employees on the rolls of the Company as on March 31, 2024 was 274.

The disclosure pertaining to remuneration and other details as required under Section 197 of the act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly amended, forms part of this report are annexed as an “Annexure - 4” and the information required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, duly amended, will be provided under request.

As per the provision of the section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to all the shareholders. Any shareholder interested in receiving the same in hard copy may write to the Company Secretary at investor. [e-mail].

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

Details of Loans, Guarantees and Investments which are within the limits specifies under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in “Annexure - 5” forming a part of this report. Further the said details are also provided in the notes to the financial statements of the Company forming part of this Annual Report.

21. RELATED PARTY TRANSACTIONS / CONTRACTS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company’s website at https://fineotex.com/wp-content/ uploads/2023/05/RPT-Policy.pdf

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm’s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm’s length basis.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act given in “Annexure - 6” as per AOC - 2.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone/consolidated financial statements forming part of the Annual Accounts 2023-24.

22. CORPORATE SOCIAL RESPONSIBILITY

The objective of the Company’s Corporate Social Responsibility (“CSR”) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The salient features of the Policy forms part of the Annual Report on CSR activities annexed to the Board’s Report. The Board in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder has formulated the CSR Committee and CSR Policy. The CSR policy is available on the website of the Company at https://fineotex.com/wp-content/uploads/2022/01/ Corporate-Social-Responsibility-Policy.pdf.

The Company’s key objective is to make a difference to the lives of the underprivileged, promote development through social and economic transformation and help them to bring a self-sustaining level.

During the financial year 2023-24, the Company was required to spend Rs. 96.92 Lakhs which is the minimum amount to be spent on CSR activity. In the previous year the Company had spent an excess amount of Rs. 25.18 Lakhs which can be set off against current’s year’s CSR obligation. The Company has met its CSR obligation of the current year by spending Rs. 73.50 Lakhs during the year after considering the additional amount set-off. The brief details of the CSR obligations undertaken by the Company during the year under review has been annexed as “Annexure - 7”.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The board of the company comprises of 7 (Seven) Directors, of which 4 (Four) Directors are Non-Executive Independent Directors and 3 (Three) Directors are Executive Directors.

During the financial year 2023-24, the constitution of the Board complies with the requirements of the Act and the SEBI Listing Regulations.

a) Appointment/Resignation of Directors

During the year under review there has been no change in the position of the directors of the Company.

b) Retirement by Rotation

Mrs. Aarti Jhunjhunwala is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offers herself for re-appointment. The brief profile of Mrs. Aarti Jhunjhunwala has been annexed with the Notice of this Annual General Meeting.

c) Appointment/Resignation of Key Managerial Personnel

During the year under review there has been no change in the key Managerial Personnel of the Company.

During the financial year 2023-24, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There were no changes in Key Managerial Personnel of your Company during the financial year 2023-24 other than disclosed above.

24. DECLARATION OF INDEPENDENT DIRECTORS

During the financial year 2023-24, all the Independent Directors of the Company has given declarations regarding their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.

25. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company has conducted Familiarization Programme for Independent Directors to enable them to understand their roles, rights and responsibilities and proactively keeps them informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Company’s policy on the familiarization program for the independent directors as well as details of familiarization programme imparted during the year is available on the Company’s website at https://fineotex.com/wp-content/ uploads/2024/02/FCL-Familiarization-Programme-2023-24.pdf

26. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company’s Management and the Board.

Upon the recommendation of the Nomination and Remuneration Committee and as per the criteria and manner provided for the annual evaluation of each member of the Board and its Committees, the board has evaluated the performance of the entire Board, its Committees, and individual directors.

During the financial year 2023-24, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

27. AUDITORS AND AUDITORS’ REPORT

(i) Statutory Auditors:

Pursuant to provisions of section 139 of the Act, the members at the 16th Annual General Meeting of the Company held on 27th September 2019 appointed M/s. ASL & Co., Chartered Accountants (Firm Registration No.: 101921W) as statutory auditors of the Company from the conclusion of 16th annual general meeting till the conclusion of 21st Annual General Meeting, covering one term of five consecutive years. The term of appointment of the statutory auditors expires at the conclusion of 21st annual general meeting.

The Board of Directors based on the recommendation of the audit committee, at its meeting held on August 09, 2024, has proposed the re-appointment of M/s. ASL & Co., Chartered Accountants (Firm Registration No.: 101921W) as statutory auditors of the Company for a further term of five years to hold office from the conclusion of 21st annual general meeting till the conclusion of 26th annual general meeting, subject to approval of the members and to fix their remuneration.

The statutory auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The statutory audit report for the year 2023-24 does not contain any qualification, reservation or Adverse remark or disclaimer made by statutory auditor.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendation of the Audit Committee appointed M/s HSPN & Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31st March 2024 is annexed to this Report as “Annexure - 8” and forms part of this Report.

The Secretarial Audit Report for 2023-24 does not contain any qualification, reservation or adverse remarks.

During the year, the Company has complied with the applicable corporate governance requirements as prescribed under the SEBI Listing Regulations with respect to its subsidiaries. Therefore, the Secretarial Audit of the Material Subsidiary viz. FSPL Specialities Private Limited

(“FSPL”), was carried out by M/s. HSPN & Associates, Company Secretaries, Mumbai in terms of Regulation 24A of the Listing Regulations and a copy of the report is annexed to this Board Report as along with the Annexure -8. The Secretarial Audit Report of FSPL does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2023-24 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31st March 2024 has been submitted to the Stock Exchanges and the said report may be accessed on the Company’s website at https://fineotex.com/wp-content/ uploads/2023/05/Secretarial-Compliance-Report-31st-March-2023.pdf

(iii) Cost Auditors:

During the Period under review, pursuant to Section 148 of the Act read with the Rules framed thereunder, the Board has re-appointed M/s. V J Talati & Co, Cost Accountants, to conduct an audit of the cost records of the Company for the financial year 2023-24.

M/s V J Talati & Co, the Cost Auditor of the Company submitted the Cost Audit Report for the year 2023-24 within the time limit prescribed under the Act and Rules made thereunder.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board at its meeting held on 28th May, 2024, upon the recommendation of the Audit Committee, re-appointed M/s. V J Talati & Co as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 2024-25. The Company has received the necessary consent from M/s. V J Talati & Co to act as the Cost Auditor of the Company for the financial year 2024-25 along with the certificate confirming that his appointment would be within the applicable limits.

Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2024-25 is required to be ratified by the Members of the Company at the forthcoming AGM. Accordingly, an ordinary resolution seeking approval of members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the this AGM of the Company.

28. BOARD MEETINGS

The Board met 5 (Five) times during the financial year 202324. The dates of meetings of the Board and its Committees and attendance of each of the Directors thereat are provided separately in the Corporate Governance Report given in “Annexure - 9” of this report.

The maximum gap between two Board meetings held during the year was not more than 120 days, except the meeting of the board of directors held on 16th February, 2024 at a shorter notice.

29. MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records as specified by the Central Government in compliance with Section 148 of the Act.

30. RISK MANAGEMENT COMMITTEE

As per the Regulation 21 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the provisions regarding Risk Management Committee, the management of the Company determines various aspects so as to be able to minimize the risk in all spheres of the Company’s business from finance, human resources to business strategy, growth and stability. The Board has formed the Committee during the year. The Committee met twice in a year i.e. on 3rd July, 2023 and 26th December, 2023.

31. AUDIT COMMITTEE

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting.

The Committee comprises of Mrs. Bindu Darshan Shah (Chairman), Mr. Alok Dhanuka and Mr. Sanjay Tibrewala. The Committee met 4 (Four) times during the year under review, the details of which are given in the Corporate Governance Report of this Annual Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

32. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The copy of the Policy is available on the website of the Company and may be accessed through the web link https://fineotex.com/wp-content/uploads/2021/08/otherFCL-WhistleblowerPolicy.pdf.

No complaints/suggestions were received during the year

33. HUMAN RESOURCES

The focus on human capital continued to be a cornerstone of the Company’s strategic endeavours. Recognizing the pivotal role of our workforce as the driving force behind our diverse business ventures, the Company endeavoured to cultivate an environment conducive to their growth, development, and overall well-being.

The Company has a strength of permanent employees and contract workers as on 31st March, 2024. From the total permanent employees, over 19.51% are Women.

We consider the employees as our most valuable asset and help them realize their full potential. Fineotex’s robust performance and goals management system is crafted to ensure our employees’

performance is assessed and appraised annually based on agreed upon goals aligned with the Company’s overall business targets.

The Human Resource function of the company is tightly integrated and takes care of recruitment, training, performance management, compensation and the overall well-being of all our employees. Fineotex’s strong belief in employee empowerment and thus the efforts are focused on creating an employee-friendly environment. The testimony to this is our recent certification of ‘Great Place to Work’.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.

The following is a summary of sexual harassment complaints and disposed of during the year 2023-24.

No. of Complaints Outstanding: NIL

No. of Complaints received: NIL

No. of Complaints disposed-off: NIL

Further the Company has also set up an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The members of the committee are the female employees of the Company and they directly report to the management of the Company.

During the year, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

35. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by Statutory Auditors, Secretarial Auditors and Cost Auditors with the concurrence of the Audit Committee, pursuant to Section 134(3) (c) read with Section 135(5) of the Companies Act, 2013 and as per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations, the Board states the following:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) The Directors have selected suitable accounting policies as mentioned in Note 2 to the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis;

(v) The Directors have laid down proper internal controls were in place and that the financial controls were adequate and were operating effectively and the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively and

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

36. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2024 can be viewed on the website as per following link at www.fineotex.com.

37. CORPORATE GOVERNANCE

The Company strives to achieve appropriate Corporate Governance practices. In accordance with the requirements of Schedule V read with Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, a report on the status of compliance of Corporate Governance norms is also attached as “Annexure -9”.

A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report.

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting (BRSR) of the Company for the financial year ended 31st March 2024 as required pursuant to the Regulation 34(2)(f) of the SEBI Listing Regulations is annexed herewith as “Annexure - 10” forming part of this Report and the same is also available on the Company’s website at www.fineotex.com.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant/material orders passed by the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016

(as amended). Further, no application/proceeding by/against the Company under the provisions of the Insolvency and Bankruptcy Code 2016 (as amended) is pending as on 31st March 2024.

40. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the year under review, unclaimed dividend amounting to Rs. 61,400.30/- that was unclaimed for a period of seven years was transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Government of India. Those shareholders whose unclaimed dividend has been transferred can claim it back. The concerned shareholders can approach the Secretarial Department for guidance and assistance.

41. TRANSFER TO UNCLAIMED SHARES TO IEPF

During the financial year 2023-24, the Company was required to transfer the unclaimed shares to IEPF pursuant to the provisions of Section 124(6) of the Act. The members who have a claim on dividends and shares which have been transferred to IEPF may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website of IEPF Authority at www.iepf.gov.in and sending a physical copy of the same, to the Company, along with requisite documents enumerated in the Form IEPF 5.

42. LISTING ON STOCK EXCHNAGES

As on 31st March, 2024 the 11,07,64,989 equity shares of Rs. 2/-each of the company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees to the stock exchange/s.

43. DEMATERIALISATION OF SHARES

There were 11,07,64,839 equity shares of the Company held by the shareholders in dematerialised form as on 31st March 2024, representing 99.99% of the total paid-up share capital of the Company consisting of 11,07,64,989 equity shares of Rs. 2 each. The Company’s equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s). Only 150 equity shares of Rs. 2 each of the company are held in physical form.

44. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

45. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative’ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants (“DPs”) and RTAs. To support the ‘Green Initiative’, Members who have not

registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent (“RTAs”)/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 10/2022 dated 28 December 2022 and SEBI Circular dated 05 January 2023, the Annual Report of the Company for the financial year ended 31 March 2024 including therein the Audited Financial Statements for the financial year 2023-24, are being sent only by email to the Members.

? ACKNOWLEDGEMENT

The directors place on record their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the

Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, various departments of the State and the Central Government and Investors who have put their faith in the Company.

For and on behalf of the Board of Directors of Fineotex Chemical Limited

Sd/- Sd/-

Surendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

DIN: 00218394 DIN: 00218525

Place : Mumbai Dated: August 09, 2024

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Mar 31, 2023

The Board of Directors (“the Board”) take pleasure in presenting the Board’s Report as a part of the 20th Annual Report of your Company (“the Company” or “FCL”), together with the Audited Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended 31st March 2023.

1. HIGHLIGHTS

The Financial Year 2022-23 has been a yet another milestone year for Fineotex Chemical Limited. We saw the turnover boost over Financial Year2021-22 signifying the increase in our market share. This is the result of persistent policy pursued by the Company to provide customised business solutions to our customers and this has led to an increase in our product basket while simultaneously increasing our market share. This high growth category will result in higher margins. The performance reiterates the essence of our mission and our capabilities to be an effective customized solution provider along with traditional specialty chemicals. The performance reiterates the essence of our mission and our capabilities to be an effective solution provider in addition to a dependable functionary in the customers supply change. These results have now become a benchmark for us, motivating us to actively pursue new opportunities. Moving forward, we remain dedicated to diversifying our customer portfolio and expanding our product range across business segments. Our commitment to growth and innovation drives us to continuously strike excellence in meeting the evolving needs of the customers.

2. FINANCIAL RESULTS

(Rs. in Lakhs)
	Standalone		Consolidated
	Year ended 31-03-2023	Year ended 31-03-2022	Year ended 31-03-2023	Year ended 31-03-2022
Total Income	30,620.61	25,621.81	52,430.02	37,374.84
Less: Expenditure	23,849.81	19,946.10	40,950.14	30,046.04
Profits before Tax	6,770.80	5,675.71	11,479.88	7,328.80
Less: Income Tax Expense	1,568.87	1,277.72	2,524.40	1,639.83
Profit after Tax	5,201.93	4,397.99	8,955.48	5,688.97
Other Comprehensive Income (net of tax)	0.26	(5.42)	0.26	(5.42)
Total Comprehensive Income	5,202.19	4,392.57	8,955.74	5,683.55
Attributable to
a. Owners of the Company	5202.19	4392.57	8,831.84	5,512.02
b. Non Controlling Interest	Nil	Nil	123.90	171 .53

i) Financial Performance - Standalone:

The Company achieved total revenue from operations of Rs. 29,555.04 Lakhs for the year ended 31st March, 2023 as against Rs. 25,007.90 Lakhs for the year ended 31st March, 2022 representing an increase of18.18% because of increase in volume, average realization and change in product mix. During the financial year 2022-23, the Company earned a profit after tax of Rs. 5201.93 Lakhs as compared to Rs. 4397.99 Lakhs in the previous year

ii) Financial Performance - Consolidated

On consolidated basis the total revenue from operation of Rs. 51,699.56 Lakhs for the year ended 31st March, 2023 as against Rs. 36,823.29 Lakhs for the year ended 31 March 2022 representing an increase of40.40%. During the financial year 2022-23, the Company earned a profit after tax of Rs. 8955.48 Lakhs as compared to Rs. 5688.97 Lakhs in the previous year.

The above data has been extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards (Ind AS), as notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards Rules 2015) and the relevant provisions of the Act, as applicable.

3. DIVIDEND

The Board has recommended a dividend of Rs. 0.80 (Eighty Paisa) per equity share having face value of Rs. 2 each for the financial year ended 31st March 2023 (Dividend for financial year 2021-22 Rs. 0.40 per equity share of Rs. 2 each) at a total payout of Rs. 885.98 Lakhs out of its current profits, subject to the approval of Members at the ensuing Annual General Meeting (hereinafter referred to as ‘AGM’) of the Company.

The Register of Members and Share Transfer Books of the Company will remain closed for the purpose of payment of dividend for the financial year ended 31st March 2023 and the AGM. In compliance with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has, formulated a Dividend Distribution Policy, which is available on the website of the Company at https://fineotex.com/wp-content/uploads/2021/08/ Dividend-Distribution-Policy.pdf

Pursuant to the provisions of Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of the dividend after necessary deduction of tax at source at the prescribed rates, wherever applicable. For the prescribed rates for various categories, the shareholders are requested to refer to the Income Tax Act, 1961 and amendments thereof.

4. RESERVES AND SURPLUS

During the current financial year, the Company has not transferred any amount to the General Reserves.

5. OPERATIONAL PERFORMANCE

With the expansion of our Ambemath plant capacity to an impressive 1,04,000 MTPA, the Company is now well equipped to not only meet the demands of the new product contracts but also anticipate and fulfill future orders with utmost efficiency. The increased capacity of the plant signifies a significant milestone in the company’s growth strategy. By ramping up production capacity, the Company has enhanced the ability to cater to a broader range of market demands and seize new business opportunities. With this expansion, the Company has positioned itself as a reliable and trusted partner for the customers and ensuring that it can deliver on their evolving needs both now and in the foreseeable future.

The Company has been focused on sustainable growth and maximizing shareholders’ wealth. It has been included in the prestigious NIFTY Micro- Cap Index and Morgan Stanley Small Cap Index (MSCI). This recognition reflects Company’s strong performance and market presence in the micro-cap segment. The Board is pleased to share that your company has entered the A group category of listed companies. This reclassification underscores Company’s financial stability, transparency and adherence to regulatory standards, enhancing our visibility among investors.

Awards & Recognition:

• The Company has received the prestigious “Business Excellence Awards 2022” under the category ‘SME-Chemicals & Pharmaceuticals’ by Dun & Bradstreet Corporation.

• The Company is honored with “Business Growth and Strategy Excellence Award” at the Exclusive CXO’s Roundtable, Mumbai

• The management is thrilled to inform that Company has been certified as “Great Place to Work” for the 2nd consecutive time.

• During the year Mr. Surendra Tibrewala, Chairman of the Company has been awarded with “Hurun Industry Achievement Award 2022” by the Hurun Research Institute.

• Mrs. Aarti Jhunjhunwala, Executive Director of the Company has been awarded with the ‘Women at Work Leadership Award’ at the thirteenth annual Asia Pacific HRM Congress Awards, presented by Times Ascent.

6. SHARE CAPITAL

During the current financial year there has been no change in the paid up capital of the Company. The Share Capital of the Company, at the beginning of the year as well as at the end of the year i.e. as on 31st March 2023 stands at Rs. 2,214.97 Lakhs divided into 11,07,48,420 equity shares of Rs. 2/- each. There has been no change in the outstanding share capital during the year.

7. EMPLOYEES SHARE OPTION SCHEME 2020

Your Company has adopted its Employees Stock Option Scheme-FCL-ESOP-2020 for granting options to eligible employees of

your Company as approved by the Members of your Company at the 17th Annual General Meeting held on 29th September, 2020.

The scheme is governed are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and in terms of the approvals granted by the shareholders of the Company, the Nomination and Remuneration Committee inter alia administers, implements and monitors the aforesaid schemes.

During the year the Nomination and Remuneration Committee at its meeting held on November 04, 2022 approved a fresh grant of 8,000 stock options to the employee of the Company. The total number of options outstanding as on March 31, 2023 are 49,511 stock options.

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid scheme have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, will be open for inspection at the 20th Annual General Meeting of the Company.

8. SUBSIDIARIES

The details and performance of the subsidiary companies is provided below:

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in a free trade zone in Labaun, Malaysia in 2011. FML in turn has controlling interest in three other companies in Malaysia that have established manufacturing and trading activities these Companies are BT Biotex SDN BHD, BT Chemicals SDN BHD and Rovatex SDN BHD. The synergy of the businesses has helped all the companies. BT Chemicals SDN BHD qualifies as a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The BT Chemicals SDN BHD has declared the final dividend to its holding company during the financial year 2022-23.

On 10th November, 2020, FML incorporated a wholly owned subsidiary -BT Biotex Limited, UAE with an initial investment of US$ 10,000.

Fineotex Specialties FZE was incorporated in the region of UAE on 25th January 2015 and operates in a free zone in UAE. It has been renamed as Fineotex Biotex Healthguard FZE after the strategic alliance with HealthGuard.

b. Indian Subsidiaries:

The Company incorporated a wholly owned subsidiary named Fineotex Specialities Private Limited on 5th September, 2020 with an investment of Rs. 100 lakhs to the Equity Capital, it has commenced operations from the 9th November, 2021 and it has contributed a standalone turnover of Rs. 16217.56 lakhs and a net profit before tax of Rs. 4616.57 lakhs as on 31st March 2023. Fineotex Specialities Private Limited also qualifies as a material

subsidiary in the financial year 2023-24 as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Manya Steels Private Limited is the Indian Wholly Owned Subsidiary. It was acquired for diversification. It is not a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The details of the subsidiaries have been described in brief in the Corporate Governance Report which forms an integral part of this report.

Further, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of subsidiary companies in Form AOC-1 is attached to the financial part of this report.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

9. CREDIT RATING

The Company has obtained Credit Rating of its various credit facilities and instruments from ICRA Limited and CRISIL Ratings Limited. ICRA Limited has provided Long Term Rating (A) and Short Term Rating (A1) to the bank facilities of the Company. Further during the year, CRISIL has upgraded their ratings on the bank facilities of the Company. The long term ratings has been upgraded from CRISIL A-/Stable to CRISIL A/Stable and short term ratings has been upgraded from CRISIL A2 to CRISIL A.

10. FINANCE AND CAPITAL EXPENDITURE

The Company’s finance position continues to be robust. During the year under review, the cash generation from operations reflect a positive contribution. This has been the Company’s philosophy throughout and can be vouched over the years. The Company is a zero debt company. The borrowings are taken for short term requirements so that the investment portfolio is not abruptly disturbed. The Company has made substantial investment of Rs. 1907.22 Lakhs to increase its manufacturing activities and the same are financed from internal accruals/resources which were held as investments which is reflected in the Cash Generated from investing activities of the Cash Flow statement for the year ended 31st March, 2023.

11. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE YEAR END AND TILL THE DATE OF THIS REPORT

There were no material changes and commitments that occurred after the close of the year till the date of this Report, which affected the financial position of the Company.

During the year under review, there was no change in the nature of the business of the Company.

12. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Your Company has laid down adequate internal financial controls and checks which are effective and operational. These systems are designed in a manner which provides assurance with regard to maintenance of strict accounting control, optimum efficiency in operations and utilization of resources as well as financial reporting, protection of Company’s tangible and intangible assets and compliance with policies, applicable laws, rules and regulations. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and Senior Executives of the Company responsible for financial management and other affairs. The Audit Committee evaluates the internal control systems and checks & balances for continuous updation and improvements therein. The Audit Committee also regularly reviews and monitors the budgetary control system of the Company as well as the system for cost control, financial controls, accounting controls, physical verification, etc. The Audit Committee regularly observes that proper internal financial controls are in place including with reference to financial statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31st March 2023, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of Consolidated Financial Statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations. The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information.

The Audited Consolidated Financial Statements along with the Auditors’ Report thereon forms part of the Annual Report.

14. PUBLIC DEPOSITS, LOANS AND ADVANCES

During the financial year 2022-23, the Company has not accepted any deposits from public within the meaning of Section 73 and Section 74 of the Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as “Annexure - 1”.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given to the extent applicable in “Annexure - 2” forming part of this Report.

17. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178 of the Act, and in terms of Regulation 19 read with Part D of Schedule-II of the SEBI Listing Regulations, the Company has a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel and Senior Management which also provides for the diversity of the Board and provides the mechanism for performance evaluation of the Directors and the said Policy was amended from time to time. It includes criteria for determining qualifications, positive attributes and Independence of a Director. The Remuneration Policy is set out in “Annexure - 3” to the Director’s Report. It is also available on the Company’s website and can be accessed through the following link https://fineotex.com/wp-content/uploads/2021/08/ Nomination-and-Remuneration-Policy.pdf

18. EMPLOYEES

None of the employees (other than Whole-Time Director) who were employed throughout the financial year were in receipt of remuneration of more than Rs. 1,02,00,000 during the year ended 31st March, 2023, nor was their remuneration in excess of that drawn by the Managing Director or Whole-time Director.

There were no employees employed for any part of the financial year 31st March 2023 in receipt of remuneration more than Rs. 8,50,000 per month. No employee drew remuneration in excess of that of Managing Director and Executive Director.

The details of remuneration paid to executive directors and the ratio of the remuneration of each Director to the median employee’s remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report as “Annexure - 4”.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Company has not given any loan, guarantees or securities during the year that would attract the provisions of Section 185 of the Companies Act, 2013. Details of Loans, Guarantees and Investments which are within the limits specifies under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in “Annexure - 5” forming a part of this report. Further the said details are also provided in the notes to the financial statements of the Company forming part of this Annual Report.

20. RELATED PARTY TRANSACTIONS / CONTRACTS

During the year, the Securities and Exchange Board of India (SEBI) has widened the definition and the scope of Related Party Transactions. All Related Party transactions entered into during the year were on arm’s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee and the Company has obtained prior omnibus approval from the Audit Committee with respect of transactions which are repetitive in nature.

The shareholders have also given approval to these contracts and transactions at the 16th Annual General Meeting of the Company. Subsequently some of these were amended in the 17th and 18th Annual General meetings as explained therein.

Details of related party transactions are given in “Annexure - 6” giving the details as per AOC - 2.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company and may be accessed through the web link https://fineotex.com/wp-content/ uploads/2023/05/RPT-Policy.pdf

21. CORPORATE SOCIAL RESPONSIBILITY

The Board, in compliance with the provisions of Section 135(1) of the Act and Rules made thereunder has formulated the CSR Committee and CSR Policy. Further, the CSR Policy has been placed on the website of the Company and can be accessed through the following link https://fineotex.com/wp-content/ uploads/2022/01/Corporate-Social-Responsibility-Policy.pdf.

The Company’s key objective is to make a difference to the lives of the underprivileged, promote development through social and economic transformation and help them to bring a self-sustaining level. There is a deep commitment to CSR engagement. The Company is discharging this obligation by donating the amounts to the trusts which carry on these specified activities.

During the financial year 2022-23, the Company was required to spend Rs. 75.20 Lakhs, the minimum amount to be spent on CSR activity. The Company has spent Rs. 98.36 Lakhs during the financial year 2022-23. Accordingly, the excess amount for financial year 2022-23 shall be carried forward and will be available for set off against the CSR obligations of the Company for the subsequent 3 (Three) years. The brief details of the CSR obligations undertaken by the Company during the year under review has been annexed as “Annexure - 7”.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company’s Board comprises of 7 (Seven) Directors, of which 4 (Four) Directors are Non-Executive Independent Directors and 3 (Three) Directors are Executive Directors

a) Appointment/Resignation of Directors

During the financial year 2022-23, Mr. Anand V Patwardhan -Independent Non-Executive Director (DIN: 08908877) have resigned from the Directorship of the Company with effect from May 16, 2022 due to additional responsibilities from another state for the post of Deputy Director Bhubaneswar campus (Odisha state). He has also confirmed that there are no other material reasons attributable/ connected with the Company for their resignation. The Board places on record its deep appreciation for the contributions of Mr. Anand Patwardhan during his tenure as Independent Director of the Company.

b) Retirement by Rotation

Mrs. Aarti Jhunjhunwala is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offers herself for re-appointment. She is related to the Whole-time Directors of the Company and therefore a NonIndependent Director liable to retire by rotation and being eligible, she offers herself for reappointment. The brief profile of Mr. Aarti Jhunjhunwala has been annexed under Notice of Annual General Meeting.

c) Appointment/Resignation of Key Managerial Personnel

During the year under review Mr. Hemant Auti, Company Secretary and Compliance Officer of the Company has resigned due to personal reasons and further law education with effect from December 07, 2022.

Further, based on the recommendation of the Nomination & Remuneration Committee, the Board of the Company at its meeting held on 13th December 2022 has approved the appointment of Mr. Sunny Parmar as the Company Secretary and Compliance Officer of the Company with effect from 13th December, 2022. While considering the said appointment as the Company Secretary, the Board has considered his educational qualification, relevant knowledge, experience and skill set.

During the financial year 2022-23, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There were no changes in Key Managerial Personnel of your Company during the financial year 2022-23 other than disclosed above.

23. BOARD MEETINGS

The Board of Directors of the Company met 6 (Six) times during the financial year i.e. on 28/04/2022, 24/06/2022, 29/07/2022, 04/11/2022, 13/12/2022 and 27/01/2023. Brief details of various Board Meetings and Meetings of the Committees are provided in the Corporate Governance Report given in “Annexure - 9” of this report.

24. DECLARATION OF INDEPENDENT DIRECTORS

During the financial year 2022-23, all the Independent Directors of the Company have given necessary declarations regarding

their Independence to the Board as stipulated in Section 149(6) & 149(7) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) and 25(8) of the SEBI Listing Regulations

In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Act with regard to integrity, expertise and experience (including the proficiency) of an Independent Director and are independent of the management.

25. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for Independent Directors to enable them to understand their roles, rights and responsibilities and proactively keeps them informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Company’s policy on the familiarization program for the independent directors as well as details of familiarization programme imparted during the year is available on the Company’s website at https://fineotex.com/wp-content/ uploads/2023/02/FCL-Familiarization-Programme-2022-23.pdf

26. BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Independent Directors at their meeting have evaluated the performance of Non-Independent Directors after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity, and timeliness of flow of information between the Company’s Management and the Board.

Further, the Board, upon recommendation of the Nomination and Remuneration Committee and as per the criteria and manner provided for the annual evaluation of each member of the Board and its Committees, has evaluated the performance of the entire Board, its Committees, and individual directors.

During the financial year 2022-23, all the members of the Board and its Committees met the criteria of performance evaluation as set out by the Nomination and Remuneration Committee.

27. AUDITORS AND AUDITORS’ REPORT

(i) Statutory Auditors:

M/s. ASL & Co., Chartered Accountants (Firm Registration No. 101921W), were appointed as statutory auditors of the Company, at the 16th Annual General Meeting for a period of 5 years - i.e. till the conclusion of 21st Annual General Meeting to be held in 2024.

The Report given by ASL & Co., Chartered Accountants on the financial statements of the Company for the financial year 2022-23 is part of the Annual Report and there is no qualification, reservation, adverse remark, or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

(ii) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors based on the recommendation of the Audit Committee appointed M/s HSPN & Associates LLP, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report, pursuant to Section 204(1) of the Act for the financial year ended 31st March 2023 is annexed to this Report as “Annexure - 8” and forms part of this Report.

The Secretarial Audit Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remarks.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2022-23 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended 31st March 2023 has been submitted to the Stock Exchanges and the said report may be accessed on the Company’s website at https://fineotex.com/wp-content/ uploads/2023/05/Secretarial-Compliance-Report-31st-March-2023.pdf

(iii) Cost Auditors:

M/s V J Talati & Co, Cost Accountants, of the Company had submitted the Cost Audit Report for the year 2022-23 within the time limit prescribed under the Act and Rules made thereunder.

Pursuant to Section 148 of the Act, read with the rules framed thereunder, the Board of Directors at its meeting held on 20th May 2023, upon the recommendation of the Audit Committee, re-appointed M/s V J Talati & Co as the Cost Auditor of the Company to conduct the audit of the cost records of the Company for the financial year 202324. The Company has received the necessary consent from M/s V J Talati & Co. to act as the Cost Auditor of the Company for the financial year 2023-24 along with the certificate confirming that his appointment would be within the applicable limits.

Further, pursuant to Section 148 of the Act, read with the rules framed thereunder, the remuneration payable to Cost Auditor for the financial year 2023-24 is required to be ratified by the Members of the Company at the ensuing AGM. Accordingly, an ordinary resolution seeking approval of members for ratification of payment of remuneration payable to the Cost Auditor is included in the Notice convening the ensuing AGM of the Company.

28. MAINTENANCE OF COST RECORDS

The Company is duly maintaining the cost accounts and records

as specified by the Central Government in compliance with

Section 148 of the Act.

29. RISK MANAGEMENT COMMITTEE

As per Regulation 21 of (Listing Obligation and Disclosure Requirements) Regulation, 2015, the provisions regarding Risk Management Committee. The management of the Company determines various aspects so as to be able to minimize the risk in all spheres of the Company’s business from finance, human resources to business strategy, growth and stability. The Committee met twice in a year i.e. on 13 th July, 2022 and 06th January, 2023.

30. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report which forms a part of this Report. The Committee met 4 times during the year i.e. on 28th April, 2022; 29th July, 2022; 04th November, 2022; 27th January, 2023.

31. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The copy of the Policy is available on the website of the Company and may be accessed through the web link https://fineotex.com/wp-content/uploads/2021/08/otherFCL-WhistleblowerPolicy.pdf

No complaints/suggestions were received during the year

32. HUMAN RESOURCES

The Company has a good mix of permanent employees and contract workers as on 31st March, 2023. From the total permanent employees, over 17.41% are women. We consider our employees as our most valuable asset.

The Company is aware that the success of its business depends upon its technical experts coordinating with research and development staff on one hand and marketing on the other. Necessary training and orientation are provided to our employees to equip them in providing productive and committed results.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.

The following is a summary of sexual harassment complaints and disposed of during the year 2022-23.

No. of Complains received: NIL

No. of Complaints disposed off: NIL

Further the Company has also set up an Internal Complaint Committee as required to be formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The members of the committee are the female employees of the Company and they directly report to the management of the Company.

During the financial year 2022-23, the Committee submitted its Annual Report as prescribed in the said Act and there was no complaint as regards sexual harassment received by the Committee during the year.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on internal financial controls, work performed by Statutory Auditors, Secretarial Auditors and Cost Auditors with the concurrence of the Audit Committee, pursuant to Section 134(3) (c) read with Section 135(5) of the Companies Act, 2013 and as per Schedule II Part C (A)(4)(a) of the SEBI Listing Regulations, the Board states the following:

(i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) The Directors have selected such accounting policies as mentioned in Note 2 to the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(iv) The Directors have prepared the Annual Accounts on a going concern basis;

(v) The Directors have laid down proper internal controls were in place and that the financial controls were adequate and were operating effectively and the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively and

(vi) The Directors have devised systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

35. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2023 can be viewed on the website as per following link at www.fineotex.com.

36. CORPORATE GOVERNANCE

The Company strives to achieve appropriate Corporate Governance practices. In accordance with the requirements

of Schedule V read with Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, a report on the status of compliance of Corporate Governance norms is also attached as “Annexure - 9”.

A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report.

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company’s performance on Environment, Social and Governance parameters for FY23, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. The same is attached as “Annexure - 10” and forms part of this Report.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

There are no significant/material orders passed by the Regulators/ Courts/Tribunals which would impact the going concern status of the Company and its future operations. During the year under review, no Corporate Insolvency Resolution application was made, or proceeding was initiated, by/against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (as amended). Further, no application/proceeding by/against the Company under the provisions of the Insolvency and Bankruptcy Code 2016 (as amended) is pending as on 31st March 2023.

39. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), during the year under review, unclaimed dividend amounting to Rs.11,077/-was transferred by the Company to the Investor Education and Protection Fund (“IEPF”), established by the Government of India.

40. TRANSFER TO UNCLAIMED SHARES TO IEPF

During the financial year 2022-23, the Company was required to transfer the unclaimed shares to IEPF pursuant to the provisions of Section 124(6) of the Act. The members who have a claim on dividends and shares which have been transferred to IEPF may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website of IEPF Authority at www.iepf.gov.in and sending a physical copy of the same, to the Company, along with requisite documents enumerated in the Form IEPF 5. During the year the Company has received claim from one of its shareholder in respect of the

dividend/shares so transferred to IEPF. The requisite forms with respect to claiming the shares/dividend so transferred to IEPF has been filed and the same is under process.

41. LISTING ON STOCK EXCHNAGES

The Company’s 11,07,48,420 equity shares of Rs. 2 each as on 31st March 2023 are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fees to these stock exchanges.

42. DEMATERIALISATION OF SHARES

There were 11,07,48,270 equity shares of the Company held by the shareholders in dematerialised form as on 31st March 2023, representing 99.99% of the total paid-up share capital of the Company consisting of 11,07,48,420 equity shares of Rs. 2 each. The Company’s equity shares are compulsorily required to be traded in dematerialised form, therefore, Members are advised to speed up converting the physical shareholding into dematerialised form through their DP(s). Only 150 equity shares of Rs. 2 each are held in physical form.

43. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India during the financial year.

44. GREEN INITIATIVE

As a responsible corporate citizen, the Company supports the ‘Green Initiative’ undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Members at their e-mail address registered with the Depository Participants (“DPs”) and RTAs. To support the ‘Green Initiative’, Members who have not

registered their email addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent (“RTAs”)/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically. Pursuant to the MCA Circular No. 10/2022 dated 28 December

2022 and SEBI Circular dated 05 January 2023, the Annual Report of the Company for the financial year ended 31 March

2023 including therein the Audited Financial Statements for the financial year 2022-23, are being sent only by email to the Members.

45. ACKNOWLEDGEMENTS

The directors place on record their appreciation for the contribution made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your directors wish to place on record their sincere appreciation for the continued support and cooperation extended to the Company by its bankers, customers, vendors, suppliers, dealers, investors, business associates, all the stakeholders, shareholders, various departments of the State and the Central Government and Investors who have put their faith in the Company.

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Mar 31, 2022

We take pleasure in presenting the Nineteenth Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2022.

1. HIGHLIGHTS

FY 2021-22 has been a milestone year for Fineotex Chemical. We saw the turnover doubling over FY2020-21 signifying the increase in our market share. This is the result of persistent policy pursued by the Company to provide customised business solutions to our customers and this has led to an increase in our product basket while simultaneously increasing our market share. This high growth category will result in higher margins. The performance reiterates the essence of our mission and our capabilities to be an effective customized solution provider along with traditional speciality chemicals.

Our strong performance also demonstrated our ability to adopt to any changes in the economy due to natural and geo-political causes.

2. FINANCIAL RESULTS

(Rs. in Lakhs)
	Standalone		Consolidated
	Year ended 31-03-2022	Year ended 31-03-2021	Year ended 31-03-2022	Year ended 31-03-2021
Total Income	25,622	14,500	37,375	23,600
Less: Expenditure	19,946	10,000	30,046	18,014
Profits before Tax	5,676	4,500	7,329	5,586
Less: Income Tax Expense	1,278	902	1,640	1,131
Profit after Tax	4,398	3,598	5,689	4,456
Other Comprehensive Income (net of tax)	(5)	1	(5)	1
Total Comprehensive Income	4,393	3,599	5,684	4456
Attributable to
a. Owners of the Company	4,393	3,599	5,512	4,259
b. Non Controlling Interest	Nil	Nil	172	197

The above data has been extracted from the Audited Standalone and Consolidated Financial Statements prepared in accordance with the Indian Accounting Standards (Ind AS), as notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards Rules 2015) and the relevant provisions of the Act, as applicable.

3. DIVIDEND

The Board has proposed a dividend of Rs. 0.40 (Previous year Rs. 0.30) per equity share of Rs. 2/- each, at a total payout of Rs. 443 lakhs. The dividend, after approval by the shareholders and

ratification at the Annual General Meeting, will be paid to the eligible shareholders within the stipulated period. . The dividend will attract income tax. Members are requested to update the Permanent Account Numbers (PAN) and bank details with their depository participant or with the Company’s Registrar and Transfer Agents. In case of non-availability of PAN, tax at higher rates will be deducted as prescribed in this regard.

Further, as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company has formulated its Dividend Distribution Policy, which is available on the Company’s website at http://3.108.21.113/wp-content/uploads/2021/08/Dividend-Distribution-Policy.pdf.

4. OPERATIONS

The turnover has shown a healthy rise during the year and we expect the trend to continue in future too. The Cleaning and Hygiene products have shown a steady growth and is expected to accelerate despite the steep decline of pandemic.

The Company’s planned expansion of production facilities has gone on steam during the year from 9th November, 2021 in Ambernath in Thane District of Maharashtra. It has started making a significant contribution to the Company’s top line. State-of-the-art facility will ensure our commitment to environmental sustainability. It can contribute substantially to meet the requirements as they arise.

During the year, we have entered into a strategic alliance with HealthGuard®, a privately owned Australian company. It is a global leader in tailored non-invasive healthcare products such as Antimicrobial, Antiviral, Anti Insects Finishing and has a dedicated research and development facility to manufacture safe innovative biotech solutions for a wide range of products. . FCL Group has secured an exclusive global marketing and sales channel partnership. With this tie-up, Fineotex will add to its portfolio the much-required metal-free product range to its global customers with all the required global certifications.

It has also entered into an arrangement with Eurodye CTC, Belgium to commercialize speciality chemicals for pre-treatment and dyeing processes, for providing performance enhancing solutions for its customers. Their deep four-decade-long experience in research and development, has enabled us to bring their cutting-edge and specialised products to the Indian market. The association, will also benefit us from technology transfers apart from the channel partnership. Eurodye-CTC will also be benefitted by offering its existing customers our specialised technical solutions services.

The Company achieved a turnover of Rs. 25,008 lakhs (Previous Year (PY) Rs. 12,948 lakhs) on Standalone basis and Rs. 36,823 Lakhs (PY 21,851 lakhs) on Consolidated basis. This growth is expected to sustain itself and the coming tear is also expected to show a heathy growth in the top line.

The Company believes in meeting the challenges head-on. Despite supply chain disruptions due to global geo-political changes, we have managed to ensure adequate availability of raw materials with sufficient inventories and thus, smooth production line. The high inventories will be back to normal in the first quarter. Our financial jurisprudence has ensured continuous production, free from any disruption and adequate control on the receivables despite tight market conditions.

5. SHARE CAPITAL

There has been no change in the paid up capital of the Company. The Share Capital of the Company, at the beginning of the year as well as at the close of the year on 31st March 2022 stands at Rs. 2,214.97 lakhs divided into 11,07,48,420 equity shares of Rs. 2/- each. There has been no change in the outstanding share capital during the year.

6. EMPLOYEES SHARE OPTION SCHEME 2020

The Company, at the 17th Annual General Meeting held on 29th September, 2020, had taken the approval of the shareholders for its Employees Stock Option Scheme FCL-ESOP-2020, The shareholders had also granted powers to the Board of the Company to determine and grant options to its own employees company as well as of its subsidiaries.

During the year the Company has granted options to various eligible employees across all levels depending on their grades, seniority and other factors on the recommendations of the Nomination and Remuneration Committee of the Company. The vesting period is two and half hears and will vest on August 2024.

Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31,2022 is available at the website of the Company at https://bit.ly/3PfWtL9.

During the year under review, “no stock options were exercised under the terms of the “FCL - Employees Stock Option Plan, 2020 (FCL-ESOP 2020)”.

The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Regulations would be placed at the ensuing Annual General Meeting for inspection by members.

7. SUBSIDIARIES

The details and performance of the subsidiary companies is provided below:

a. Foreign Subsidiaries:

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in a free trade zone in Labaun, Malaysia in 2011. FML in turn has controlling interest in 3 other companies in Malaysia that have established manufacturing and trading activities. FML has increased their stake in these subsidiaries. These Companies are BT Biotex Sdn Bhd, BT Chemicals Sdn Bhd and Rovatex Sdn Bhd. The synergy of the businesses has helped all the companies. BT Chemicals Sdn Bhd qualifies as a material subsidiary as per

the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Also refer the para 20 on Material Subsidiary in Corporate Governance Report which forms part of this report.

On 10th November, 2020, FML incorporated a wholly owned subsidiary -BT Biotex Limited, UAE with an initial investment of US$ 10,000.

Fineotex Specialties FZE was incorporated in the Region of UAE on 25th January 2015 and operates in a free zone in UAE. It is renamed as Fineotex Biotex Healthguard FZE during the year after the strategic arrangement with HealthGuard during the year.

b. Indian Subsidiaries:

The Company incorporated a wholly owned subsidiary named Fineotex Specialities Private Limited on 5th September, 2020 with an investment of Rs. 100 lakhs to the Equity Capital.

Manya Manufacturing India Private Limited is the Indian subsidiary. It is not a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013.

A statement containing the salient features of the financial statements of subsidiary companies in Form AOC-1 is attached to the Accounts.

The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

8. FINANCE AND CAPITAL EXPENDITURE

The Company’s finance position continues to be robust. During the year under review, the cash generation from operations reflect a positive contribution. This has been the Company’s philosophy throughout and can be vouched over the years. The Company is a zero debt company. The borrowings are taken for short term requirements so that the investment portfolio is not abruptly disturbed. The Company has made substantial investment of Rs. 1500.18 lakhs to increase its manufacturing activities and the same are financed from internal resources which were held as investments which is reflected in the Cash Generated from investing activities of the Cash Flow statement for the year ended 31st March, 2022.

9. MAJOR CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION AFTER THE YEAR END AND TILL THE DATE OF THIS REPORT

There have been no significant changes / significant orders passed by the regulators or appellate authorities or commitments affecting the financial position of the Company which has occurred after the Balance Sheet date and the date of adoption of

the Board Report that may affect the going concern status of the Company’s future operations.

10. INTERNAL FINANCIAL CONTROLS

The Internal Control System is reviewed on a continuous basis in light of the changed circumstances and way of doing business due to the changing systems and procedures. Based on the recommendary and statutory directions of the Government, the Company had to revisit the controls time and again as business necessity. Consequent to the amendment to the Schedule III of the Companies Act 2013 and reporting requirements of CARO 2020 the Board has looked into the controls and brought in line to comply with the Act. The management is also in touch with stakeholders, experts and auditors. Necessary provision has been made on the basis of such interaction.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with its subsidiaries - both foreign and Indian - for the year ended 31st March, 2022 form part of this Annual Report. The same are prepared as per the applicable Indian Accounting Standards (Ind AS) as well as the revised Schedule III of the Companies Act, 2013 as notified under section 133 of that Act, read with Companies (Indian Accounting Standards Rules) 2015 and the relevant provisions of the Act, as applicable.

12. PUBLIC DEPOSITS, LOANS AND ADVANCES

The Company has not accepted any deposits from the public or shareholders during the year or in the previous year. Security Deposits have been taken from customers as security against dues for goods sold to them and are not in the opinion of the Board in the nature of Public Deposits. Rent Deposit given to Subsidiary Company is disclosed in the financial statements as required under the Indian Accounting Standards (Ind AS) and Listing Agreements.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of the Financial Year 2021-22 are provided in the Standalone financial statements and the same are also given in Annexure ‘1’ forming part of this report.

14. RELATED PARTY TRANSACTIONS / CONTRACTS

During the year, the Securities and Exchange Board of India (SEBI) has widened the definition and the scope of Related Party Transactions. The procedure of approval of the Audit Committee and the shareholders have undergone changes. All Related Party transactions entered into during the year were mostly on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of transactions which are repetitive in nature.

The shareholders have also given approval to these contracts and transactions at the 16th Annual General Meeting of the Company. Subsequently some of these were amended in the 17th and 18th Annual General meetings as explained therein. Though these are for transactions upto 2024, as per the new requirement, fresh approval of the shareholders will be required from the shareholders for next year’s transactions.

Details of related party transactions are given in Annexure ‘2’ giving the details as per AOC-2.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company www.fineotex. com and may be accessed through the web link http://fineotex. com/Investor-Relation.aspx.

15. DIRECTORS

Mrs. Aarti Jhunjhunwala is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, she offers herself for re-appointment. She is related to the Whole-time Directors of the Company and therefore a Non-Independent Director liable to retire by rotation and being eligible, she offers herself for reappointment. The details about her are attached separately.

As per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended, your Company is required to appoint its Independent Director on the Board of the material subsidiary. As per the said regulation, BT Chemicals Sdn Bhd is a material subsidiary, as it contributed more than 10% to the Consolidated Income of the Group in 2018-19. The status of this subsidiary is ‘Private Limited’ Company under Malaysian Law. The law requires the Director to obtain a work permit from the Malaysian Government and there is also the reluctance of minority shareholders for such an appointment. The Company has appointed Mr. Alok Dhanuka as an Independent Director on the Board of FML which is the holding Company of BT Chemicals Sdn Bhd. FML is incorporated in the ‘Export Zone’ in Malaysia where the restrictions for Non-Malaysians is lesser (Also refer Annexure 5 and Corporate Governance Certificate issued by Statutory Auditor of the Company).

Dr. Sunil Waghmare and Dr. Anand Patwardhan are Independent Directors for a period of 5 years at the Board Meeting held on 31st October 2020. The Shareholders at the 18th Annual General Meeting held on 16th July, 2021 confirmed their appointment.

Dr. Anand Patwardhan resigned as an Independent Director with effect from 16th May, 2022 due to his pre-occuaption and relocation to Bhubhaneswar as in-charge of the Bhubhaneshwar Division of the Institute of Chemical Technology. The Board records its deep gratitude and appreciation for the services rendered to the Company and Board.

16. BOARD MEETINGS

The Board of Directors of the Company met six times during the financial year. The details of various Board Meetings and meetings of the Committees are provided in the Corporate Governance Report given in Annexure ‘C’. The details about the remuneration paid to Directors and other particulars as required by the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are in Annexure ‘3’.

17. EMPLOYEES

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company as per the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Surendrakumar Tibrewala - Chairman & Managing Director

b) Mr. Sanjay Tibrewala - Whole-Time Director & Chief Financial Officer

c) Mr. Hemant Auti - Company Secretary

d) Particulars of Employees and related disclosures

Mr. Surendrakumar Tibrewla, Chaimran and Managing Director and Mr. Sanjay Tibrewala Executive Director and CFO who were employed throughout the year and was received a gross remuneration of over Rs. 102 Lakhs.

None of the other employees who were employed throughout the financial year were in receipt of remuneration of more than Rs. 102 Lakhs during the year ended 31st March, 2022, nor was their remuneration in excess of that drawn by the Managing Director or Whole-time Director.

There were no employees employed for any part of the financial year 31st March 2022 in receipt of remuneration more than Rs. 8,50,000 per month. No employee drew remuneration in excess of that of Managing Director and Executive Director.

Disclosure with respect to the remuneration of Directors, KMPs and employees as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ‘3’ to this Report.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

a. POLICY RELATING TO DIRECTORS, KMP AND OTHER EMPLOYEES

Your Company has adopted the Nomination and Remuneration Policy on the principles of consistency and transparency. It includes criteria for determining

qualifications, positive attributes and independence of a Director. The Remuneration Policy is set out in Annexure ‘4’ to the Director’s Report and is also available on the Company’s website.

b. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company circulates certain notes to familiarise the Independent Directors and also the operations and developments within the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, entitlement of sitting fees to Independent Directors etc. https://fineotex.com/ fcl-familiarisation-programme.aspx. The Company also circulates explanatory notes on amendments made to various applicable laws and regulations (Web Link- https:// fineotex.com/fcl-familiarisation-programme.aspx)

c. BOARD EVALUATION

Pursuant to the provision of the Companies Act 2013 and Regulations 17 (10) and 25(4)(a) of the Listing Regulations, the Nomination and Remuneration Committee formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company, including Independent Directors. The performance evaluation of the Audit Committee was also carried out.

The Evaluation of Board and its findings were shared by the Chairman individually with Board Members. The Directors expressed their satisfaction with the evaluation process.

19. AUDITORS AND AUDIT REPORT

M/s. ASL & Co., Chartered Accountants (Firm Registration No. 101921W), were appointed as statutory auditors of the Company, at the 16th Annual General Meeting for a period of 5 years - i.e. till the conclusion of 21st Annual General Meeting to be held in 2024.

The Audit Committee and the Board of Directors have recommended a remuneration of Rs. 4,50,000/- p.a. excluding taxes and out of pocket expenses fixed by the Audit Committee and Board of Directors of the Company. This is the same as last year.

Further, the Auditors’ Report for the financial year ended 31st March, 2022 on the financial statements of the Company is a part of this Annual Report. The Auditors’ Report for the financial year ended 31st March, 2022 does not contain any qualification, reservation or adverse remark.

20. COST ACCOUNTING RECORDS AND COST AUDIT

In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, your Company, as specified in item (B) of Rule 3, had to get its cost records audited for the financial year 2022-23 in accordance

with these rules as the annual turnover of the Company from all its products and services during 2021-22 had exceeded rupees one hundred crore or more and the aggregate turnover of the individual product or products or service or services for which cost records are required to be maintained under rule 3 is rupees thirty five crore or more.

The Board had appointed M/s V J Talati & Co., Cost Accountants, for the conduct of the Cost Audit of the Company’s manufacturing units. The shareholders have approved their appointment at the last Annual General Meeting and fixed their remuneration. They will submit the report in due course. This year too, Cost Audit is mandatory and hence M/s V J Talati & Co. are proposed to be appointed as mentioned in the Notice to the 19th Annual General Meeting.

21. SECRETARIAL AUDIT

As per Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 it is mandatory for the Listed Company, like yours, to have secretarial records audited. The Board of Directors had appointed HSPN & Associates LLP, Company Secretaries as Secretarial Auditors for 2022-23.

The Secretarial Audit Report is annexed herewith as Annexure ‘5’.

The Secretarial Audit Report for 2021-22 does not contain any qualification, reservation or adverse remark.

22. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act 2013, your Company has to spend 2% of its profits as computed under the Companies (Corporate Social Responsibility) Rules 2014 towards the activities specified by the Government of India. The provisions in this regard have been amended and are applicable since the current year. The Company was discharging this obligation by donating the amounts to the trusts which carry on these specified activities. As per the amendments, these trusts should also register with the Ministry of Corporate Affairs, Government of India. The Company had to spend Rs. 55.53 lakhs. The Company has fulfilled its obligation by spending Rs. 50.00 lakhs and adjusting the balance liability against the excess of Rs. 7.79 lakhs last year. Details of CSR is annexed herewith as Annexure ‘6’.

23. RISK MANAGEMENT COMMITTEE

As per Regulation 21 of (Listing Obligation and Disclosure Requirements) Regulation, 2015, the provisions regarding Risk Management Committee. The management of the Company determines various aspects so as to be able to minimize the risk in all spheres of the Company’s business from finance, human resources to business strategy, growth and stability. The Board has formed the Committee during the year. The Committee met twice in a year i.e. on 30th October, 2021 and 17th January, 2022.

24. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee

are included in the Corporate Governance Report which forms a part of this Report. The Committee met 4 times during the year i.e. on 22nd April, 2021; 23rd July, 2021; 30th October, 2021; 17th January, 2022.

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The copy of the Policy is available on the website of the Company and may be accessed through the web link http:// fineotex.com/InvestorRelation.aspx#InvestorRelation.

No complaints/suggestions were received during the year

26. HUMAN RESOURCES

The Company has total 247 employees out of which 186 are permanent employees and 61 are contract worker at the year end. From the total permanent employees, over 17% are women.We consider our employees as our most valuable asset and have been working towards keeping them engaged and inspired. ESOP have been grated during the year to employees across the grades The current workforce structure has a good mix of employees at all levels and many qualified and trained employees have joined during the year. The Company is aware that the success of its business depends upon its technical experts coordinating with research and development staff on one hand and marketing on the other. Necessary training and orientation are provided to our employees to equip them in providing productive and committed results.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given to the extent applicable in Annexure ‘A’ forming part of this Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.

The following is a summary of sexual harassment complaints and disposed of during the year 2021-22.

No. of Complains received: NIL

No. of Complaints disposed off: NIL

29. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as Annexure ‘B’.

30. CORPORATE GOVERNANCE

Your Company would strive to set and achieve appropriate Corporate Governance practices. In accordance with the requirements of Schedule V read with Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, a report on the status of compliance of Corporate Governance norms is also attached as Annexure ‘C’. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report.

31. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Your Company stands at 828th position at 31st March, 2021 based on market capitalization amongst the companies listed on the National Stock Exchange of India. It has advanced to 703th position as on 31st March, 2022. Your Company has the option to continue with the earlier form for the current year, as a part of this Report. The same is attached as Annexure ‘D’ and forms part of this Report.

32. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge, belief, explanation and information obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) they have selected such accounting policies as mentioned in Note 2 to the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the 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) the proper internal controls were in place and that the financial controls were adequate and were operating effectively and the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively and

(vi) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

33. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2022 can be viewed on the website as per following link. at www.fineotex.com.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

35. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standard issued by ICSI during the current financial year.

36. Credit Ratings

During the year rating assigned by CRISIL:

CRISIL Rating

Long Term Rating: A-/ Stable Short Term Rating: A2

37. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to the Central Government, the State Governments, BMC, all its investors, stakeholders & bankers, all the business associates for their co- operation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment throughout the year especially.

For and on behalf of the BoardSurendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

DIN: 00218394 DIN: 00218525

Place : Mumbai Dated: June 24, 2022

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Mar 31, 2018

Dear Shareholders,

The have pleasure in presenting the Fifteenth Annual Report, together with the Audited Financial Statements of the company for the Financial Year ended 31st March 2018.

1. HIGHLIGHTS

Standalone Profit After Tax for the year was Rs. 2128.14 Lakhs as against Rs. 2112.47 Lakhs for 2016-17 an increase of 0.75 %.

Earnings per share of Rs. 2 was Rs. 1.91 for the year as against Rs. 1.90 for 2016-17 an increase of 0.52 %.

Consolidated Profit after Tax for the year was Rs. 2396.64 Lakhs as against Rs. 2906.79 Lakhs for 2016-17 a decrease of 17.55 %.

2. FINANCIAL RESULTS

(Rs. in Lakhs)

	Standalone		Consolidated
	Year ended 31-03-2018	Year ended 31-03-2017	Year ended 31-03-2018	Year ended 31-03-2017
Total Income	9943	9214	14293	13440
Less: Expenditure	6929	6435	11418	10593
Profits before Tax	3014	2779	3392	3821
Less: Income Tax Expense	886	667	995	914
Profit after Tax	2128	2112	2397	2907
Other Comprehensive Income (net of tax)	1	(3)	1	(3)
Total Comprehensive Income	2129	2109	2397	2907
Opening balance of Retained Earnings	7020	5022	7808	5250
Amount available for Appropriations	9149	7131	10008	7825
Interim Dividend including Tax	223	111	342	131
Closing Balance of Retained Earnings	8926	7020	9736	7694
Earnings per share (in Rs) Basic & diluted	1.91	1.90	2.04	2.32

The above data has been extracted from the Standalone and Consolidated Financial Statements prepared in accordance with the IndianAccounting Standards (Ind AS) as notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards Rules 2015) and the relevant provisions of the Act, as applicable. These financial statements for the year ended 31st March, 2018 are the first financial statements of the Company prepared under Ind AS. A detailed note forming part of the financial statements explains the transition from previous GAAP to Ind AS and its effect on the performance and financial position.

3. OPERATIONS

The year under review was influenced by the after effects of demonetisation and the introduction of the Goods and Services Tax (GST) regime. The Company has faced the challenges upfront and the standalone revenue showed an increase of over 7.5% on value basis in the backdrop of GST and Demonetization. The Company used this period to consolidate its production and marketing infrastructure. The results are visible and the full impact would be visible in the current year. The Company has made significant inroads into domestic as well as export markets. It exports to over 40 countries and is a Star Export House.

4. SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March, 2018 stood at Rs. 22,26,00,000 comprising of 11,13,00,000 equity shares of Rs. 2/- each. During the year under review, there was no change in the Share Capital of the Company.

5. DIVIDEND

The Board of Directors had at their meeting held on 14th February, 2018 declared an interim dividend of Rs. 0.20 paise on equity share of face value Rs. 2/- each. Further the Board recommends that this Interim Dividend be treated as the Final Dividend.

6. SUBSIDIARIES

The summary of performance of the subsidiary companies is provided below:

a. Foreign Subsidiaries :

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in Labaun Malaysia in 2011. FML in turn has controlling interest in 3 other companies in Malaysia that have established manufacturing and trading activities. These Companies are BT Biotex Sdn Bhd, BT Chemicals Sdn Bhd and Rovatex Sdn Bhd. The synergy of the businesses has helped all the companies. These investments will complete 7 years in June 2018.

Fineotex Specialities FZE was incorporated in the Region of UAE on 25th January 2015.

b. Indian Subsidiaries :

Manya Steels Private Limited is the only Indian subsidiary. It was acquired for diversification. The Company would commence commercial operations in the future. It is not a material subsidiary as per the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary companies in Form AOC 1 is attached to the Accounts. The separate audited financial statements in respect of each of the subsidiary companies shall be kept open for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of the Annual General Meeting.

7. FINANCE

There have been no significant changes or commitments affecting the financial position of the Company which has occurred after the Balance Sheet date and the date of adoption of the Board Report.

During the year under review and till the date of the Board Report, there are none material / significant orders passed by the regulators or appellate authorities that may affect the going concern status of the Company’s future operations.

8. INTERNAL FINANCIAL CONTROLS

The Company has in place a well defined and adequate internal control system to ensure, adherence to Company’s policies, assets are safeguarded and that transactions are accurate, complete and properly authorized prior to recording. Information provided to management is reliable and timely and statutory obligations are adhered to. The internal control system is supplemented by extensive internal audits.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with its subsidiaries - both foreign and Indian - for the year ended 31st March, 2018 form part of this Annual Report. The same are prepared as per the applicable Indian Accounting Standards (Ind AS) as notified under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards Rules) 2015 and the relevant provisions of the Act, as applicable.

10. PUBLIC DEPOSITS, LOANS AND ADVANCES

The Company has not accepted any deposits from the public or the shareholders during the year or in the previous year. Security Deposits have been taken from the customers as a security against dues for goods sold to them and are not in the opinion of the Board in the nature of Public Deposits. Rent Deposit given to Subsidiary Company is disclosed in the financial statements as required under the Indian Accounting Standards (Ind AS) and Listing Agreements.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of the Financial Year 2017-18 are provided in the standalone financial statements and the same are also given in Annexure ‘1’ forming part of this report.

12. RELATED PARTY TRANSACTIONS / CONTRACTS

All Related Party Transactions entered into during the year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of transactions which are repetitive in nature.

The shareholders have also given the approval to these contracts and transactions at the 12th and 13 th Annual General Meeting of the Company.

Details of related party transactions are given in Annexure ‘2’ giving the details as per AOC-2

The policy on Related Party Transactions as approved by the Board is available on the website of the Company www.fineotex. com and may be accessed through the web link http://fineotex. com/Investor-Relation.aspx.

13. DIRECTORS

Mrs. Ritu Gupta - A Non-Independent Non Executive Director of the Company has resigned from the Board with effect from 14th August, 2018 due to her pre-occupation in other engagements. Ms Aarti Jhunjhunwala has been appointed as an Additional Director with effect from 14th August, 2018 to fill in the casual vacancy caused by Mrs. Gupta’s resignation. She will retire at the conclusion of the ensuing 15th Annual General Meeting and being eligible she offers herself for re-appointment. She is liable to retire by rotation. The Board has appointed Mrs. Jhunjhunwala as an Executive Director for a period of 3 years. She is related to the Chairman & Whole-time Director of the Company.

14. BOARD MEETINGS

There has been no change in the Board of Directors or its Committees of the Company during the year. The Board of Directors of the Company met five times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report.

15. EMPLOYEES

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company as per the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Surendrakumar Tibrewala - Chairman & Managing Director

b) Mr. Sanjay Tibrewala - Whole-Time Director & Chief Financial Officer

c) Ms. Raina D’Silva - Company Secretary (till 04/04/2018)

d) Ms. Pooja Kothari - Company Secretary (since 04/04/2018)

Particulars of Employees and related disclosures

None of the employees who were employed throughout the financial year was in receipt of remuneration of more than Rs. 1,02,00,000 during the year ended 31st March, 2018, nor was their remuneration in excess of that drawn by the Managing Director or Whole-time Director.

There were no employees employed for any part of the financial year 31st March 2018 in receipt of remuneration more than Rs.8,50,000 per month nor was their remuneration in excess of that of Managing Director and Whole-time Director.

Disclosure with respect to the remuneration of Directors, KMPs and employees as required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure ‘3’ to this Report.

16. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

17. POLICY RELATING TO DIRECTORS, KMP AND OTHER EMPLOYEES

In line with the principles of transparency and consistency, your company has adopted the Nomination and Remuneration Policy which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director. The Remuneration policy is set out in the Annexure ‘4’ to the Director’s Report and is also available on the Company’s website.

18. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of the erstwhile Listing Agreement with the stock exchange (“Listing Agreement”) and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company had conducted a Familiarization Program on 16th February 2018 for the Independent directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, entitlement of sitting fees to independent directors etc. The details of such programme is available on the website of the Company http://fineotex.com/Investor-Relation. aspx#InvestorRelation.

19. BOARD EVALUATION

Pursuant to the provision of the Companies Act 2013 and Regulations 17 (10) and 25(4)(a) of the Listing Regulations, the Nomination and Remuneration Committee formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of Directors of the Company including independent directors. The performance evaluation of Audit Committee was also carried out.

The Evaluation of Board and its findings were shared by the Chairman individually with the Board Members. The Directors expressed their satisfaction with the evaluation process.

20. AUDITORS AND AUDIT REPORT

M/s. UKG Associates, the auditors of the Company, bearing ICAI Firm Registration No. 123393W, were appointed, at the 11th General Meeting, as Auditors for a period of five years - i.e. till the conclusion of 16th Annual General Meeting to be held in 2019.

M/s. UKG Associates have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued there under (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors’ Report for the financial year ended 31st March, 2018 on the financial statements of the Company is a part of this Annual Report. The Auditors Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.

21. COST ACCOUNTING RECORDS AND COST AUDIT

With the notification of Companies (Cost Records and Audit) Rules, 2014, the Company is advised that it is not liable to Cost Audit since the turnover as per standalone financial statements of the Company is below Rs. 100 crores.

22. SECRETARIAL AUDIT

As per Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 it is mandatory for the Listed Company, like yours, to have the secretarial records audited. The Board of Directors had appointed HS Associates, Company Secretaries as Secretarial Auditors for 2018-19.

The Secretarial Audit Report is annexed herewith as Annexure ‘5’.

The Secretarial Audit Report for 2017-18 does not contain any qualification, reservation or adverse remark.

23. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014 mandates that your Company spends at least 2% of its average last 3 years net profit after tax on Corporate Social Responsibility (CSR) Activities and explained therein. This was the fourth year of compliance for your Company, the Company has formed a Committee which has gone through the requirements and decided to carry out the same through the Trust who carry out these activities. The Company had to Spend Rs. 37.06 Lakhs in 2017-18. However it has spent Rs. 38 Lakhs till 31st March, 2018.

Details of CSR is annexed herewith as Annexure ‘6’

24. RISK MANAGEMENT COMMITTEE

As per Regulation 21 of (Listing Obligation and Disclosure Requirements) Regulation, 2015, the provisions of Risk Management Committee is not applicable for your Company. However the management of the Company is determining various aspects so as to be able to minimise the risk in all spheres of the Company’s business from finance, human resources to business strategy, growth and stability.

25. AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report which forms a part of this Report.

26. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The copy of the Policy is available on the website of the Company and may be accessed through the web link http:// fineotex.com/Investor-Relation.aspx#InvestorRelation No complaints/suggestions were received during the year.

27. HUMAN RESOURCES

The Company has 84 employees at the year end including Whole time Director. We consider our employees as our most valuable asset and have been working towards keeping them engaged and inspired. The current workforce structure has a good mix of employees as all levels. The Company is aware that the success of its business depends upon its technical expert’s co-coordinating with research and development staff on the one hand and marketing on the other. Necessary training and orientation is provided to our employees to equip them in providing productive and committed results.

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

The Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given to the extent applicable in Annexure ‘A’ forming part of this report.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary & trainees) are covered under the policy.

The following is a summary of sexual harassment complaints and disposed off during the year 2017-18

No of Complains received: NIL

No of Complaints disposed off: NIL

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) of the SEBI (LODR) Regulations, 2015, on the operations of the Company as prescribed under Schedule V, is presented in a separate section forming part of the Annual Report Annexed as Annexure ‘B’.

31. CORPORATE GOVERNANCE

Your Company would strive to set and achieve appropriate Corporate Governance practices. In accordance with the requirements of Schedule V read with Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, a report on the status of compliance of corporate governance norms is also attached as Annexure ‘C’. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report.

32. OPERATIONS & ECONOMIC SCENARIO

The economy has stabilized after the introduction of Goods & Services Tax (GST) which was introduced from 1st July, 2017. The outlook is positive and our Company has adapted well in this scenario. There has been 7 % rise in sales in spite of cautious approach in the economy prior to and after the GST came into force. The Company was cautious about the emerging situation and the teething problems in the new regime unfolded. The Company continues to remain vigilant to face the new challenges.

The Company’s thrust continues to concentrate on new markets and pioneering new products to enhance the operational efficiency of the customers. The Company has strengthened its human recourses to tackle the needs of the customers with entrepreneurial zeal. This commitment is total and coupled with its focused drive to achieve growth through better management of both materials and overheads. The Company has recorded an increase in turnover of 7% on standalone basis while the consolidate turnover showed a moderate rise due to more efforts on development of products. This will show results in the coming quarters.

The sales were affected due to certain major monetary decisions taken by the government. There were teething problems. The Company target exports which resulted in additional earnings of over 1.13%. The exports contribute over 1.42% of its operations on a standalone basis. The Company has also reached an advance stage in production of products which would foray the Company’s operations in to new sector thereby widening and diversifying its activities.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and explanation and information obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure, if any;

(ii) they have selected such accounting policies as mentioned in Note 2 to the Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the 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) the proper internal controls were in place and that the financial controls were adequate and were operating effectively and

(vi) the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

34. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2018 in Form No. MGT 9 is attached herewith as Annexure ‘7’ and forms part of this Report.

35. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to the Central Government, the State Governments, all its investors, stakeholders & bankers all the business associates for the cooperation and support extended to the Company. Your Directors also wish to place on record their deep appreciation to the employees for their hard work, dedication and commitment extended to it throughout the year.

For and on behalf of the Board

Surendrakumar Tibrewala Sanjay Tibrewala

(Chairman & Managing Director) (Executive Director)

00218394 00218525

Place : Mumbai

Dated: 14-August-2018

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Mar 31, 2014

Dear members,

The Directors hereby present their Eleventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lakhs)

Standalone

Year ended Year ended

31-3-2014 31-3-2013

Total Income (net of Excise duty) 5,719.01 4,318.23

Less: Expenditure 4,861.16 3,524.08

Less: Depreciation 20.69 20.26

Less: Finance Costs 34.27 40.01

Net Profit before Tax 802.88 733.75

Provision for Tax (including short 222.02 190.78 provision for Previous Year)

Profit after tax 580.86 542.96

Appropriations

Dividend on Equity Shares 56.15 56.15

Tax on Dividend (8.88) 9.11

Balance Brought forward

from previous Year 2,075.14 1,597.44

Profit carried to Reserves 2,608.72 2,075.14

FINANCIAL RESULTS (Rs. in Lakhs)

Consolidated

Year ended Year ended

31-3-2014 31-3-2013

Total Income (net of Excise duty) 8,926.70 9,836.80

Less: Expenditure 7,743.89 8,641.37

Less: Depreciation 26.20 29.82

Less: Finance Costs 40.21 52.23

Net Profit before Tax 1,116.40 1,113.37

Provision for Tax (including short 334.81 302.20 provision for Previous Year)

Profit after tax 781.59 811.17

Appropriations

Dividend on Equity Shares

Tax on Dividend

Balance Brought forward

from previous Year

Profit carried to Reserves

DIVIDEND

Your Directors have recommended a dividend of Re 0.50 per equity share ( Last year Re. 0.50 per share) for the year ended 31st March, 2014. The dividend will be paid to the members whose names appear in the register of members as on 19th September, 2014.. In case of shares held in dematerialised form the same will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. The dividend is free from Income Tax in the hands of the shareholders.

OPERATIONS

The economic conditions during the year under review were worse than those compared to the earlier year. The Company could achieve a turnover of Rs. 5,719 lakhs as against Rs. 4,319 lakhs last year, on Stand alone basis, an increase of 32.41 % inspite of the depressed economic conditions. There was a record fall in the Rupee value vis-a-vis the US dollar during the year resulting overall rise in input costs which could not be fully passed on to the customers. The Company was able to meet the challenge, maintain its position by adapting to the changing environment, ensuring timely delivery and new product development. The Company continues to develop new products and modify the products as per the requirements of its customers. Company has its own testing and development facilities by qualified staff.

This ensured higher sales which helped it to maintain its absolute profits. Your directors are hopeful that, subject to unforeseen circumstances, the Company would be in a position to maintain robust growth rate in the current year.

One big hindrance in the smooth performance during the year was the levy of Local Bodies Tax by the Government of Maharashtra last year. It is heard in the market that the Government is considering the review of the same. It is facing widespread resentment and would have very negative impact on the performance of the businesses as well as margins. Your Company is therefore reviewing the entire plan it had. It has already sought the shareholders permission to go in for diversification. A wholly owned subsidiary has been formed to pursue the company''s foray into reality business.

SUBSIDIARIES

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in Labaun Malaysia in 2011. FML in turn had controlling interest in 3 other companies in Malaysia that have established manufacturing and trading activities. Their turnover is higher than the parent company. The synergy of the businesses has helped all the companies.

FCL Landmarc Private Limited was incorporated in March 2013 as a wholly owned subsidiary to pursue Company''s activities in the reality sector. In October 2013, it took over Manya Steels Private Limited (Manya) as a wholly owned subsidiary. It owns land in Wada Taluka in Thane District of Maharashtra which the Company proposes to use for further expansion. In March 2014, Manya was made the direct subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company along with its subsidiaries for the year ended 31st March, 2014 form part of this Annual Report

PUBLIC DEPOSITS AND LOANS AND ADVANCES.

The Company has neither accepted any deposits from the public or the shareholders during the year nor are there any outstandings as at year end. Loans & Advances given to Subsidiaries are disclosed in the financial statements as required under Clause 32 of the Listing Agreement with the Bombay Stock Exchange Limited.

RELATED PARTY CONTARCTS.

The Company had entered into contracts with related parties which were either covered under Section 297 of the Companies Act,1956 or were exempt there under. These were properly approved by the Board, shareholders and disclosed in the Prospectus issued by the Company in February 2011 at the time of Initial Public Offer, Subsequently in 2012, the Company had received the approval of the Regional Director, Ministry of Corporate Affairs, Government of India which are valid till 31st March, 2015. There are also other contracts regarding taking of premises on rent. These had been fully disclosed in the Prospectus but did not require any further approval under the erstwhile Act. As disclosed and explained in the Prospectus these contracts are comparable with the market prices. As per the Companies Act, 2013, you consent is required as per the provisions of Section 188 of the said Act. These are as per the normal business terms and, in the opinion of the Board, not prejudicial to the Company''s interest. The Board seeks your approval.

DIRECTORS

There were no changes to the Board during the year. Mr. Manmohan Mehta, Mr. Navin Mittal and Mr Alok Dhanuka are the three Independent Directors on the Board of the Company as per the Listing Agrement with the Bombay Stock Exchange Limited. As per the provisions of Section 149 of the Companies Act, 2013, at least one third of the Board should have independent Directors. They have given declarations stating that they meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act 2013.

Mr. Manmohan Mehta is due to retire by rotation at the ensuing Annual General Meeting as per the provisions of the erstwhile Companies Act, 1956 and is eligible for re-appointment. The Board of the Company seeks the reappointment of Mr. Manmohan Mehta and Mr Alok Dhanuka as Independent Director for a term of five years till the Annual General Meeting to be held in 2019. The Company has received separate notices under Section 160 of the Companies Act 2013 from members signifying their intention to propose them as candidates for the office of an Independent Directors at the ensuing Annual General Meeting. Profiles of Mr. Manmohan Mehta and Mr Alok Dhanuka are given in Corporate Governance Report and Explanatory Statement to the notice of the Eleventh Annual General meeting.

Ms Ritu Gupta was appointed as Additional Director by the Board on 13 th August, 2014. She is a MBA Finance from S P Jain, Centre of Management. She was also associated with the Company as General Manager initially at the time of Initial Public offer. She is related to the Chairman and Managing Director and to the Executive Director. Her details are given in the annexure to the notice. She is therefore a Non- Independent Director liable to retire by rotation.

AUDITORS AND AUDIT REPORT

Messrs UKG & Associates, the auditors of the Company, bearing ICAI Registration No Firm Registration No. 123393W, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have given their declaration, in writing, that they are eligible and willing for re-appointment as Auditors. As per the provisions of Section 139 of the Companies Act, 2013 and Rules made there under, they are eligible for reappointment to hold office till the conclusion of 5th Annual General Meeting held thereafter. The Audit Committee has recommended their reappointment which the Board has accepted. Board recommends their appointment.

COST ACCOUNTING RECORDS AND COST AUDIT

The Cost Audit Branch (CAB) of the Ministry of Corporate Affairs have issued CAB Order dated 24th January, 2012 making the products of the Company liable to Cost Audit under Section 233B of the Companies Act, 1956. This Order would apply to accounting periods commencing on or after 1st April, 2012. The Board has therefore recommended the name of M/s V J Talati & Co. as Cost Auditors of the Company. The approval of the government is received and M/s VJ Talati & Co. would do the audit for 2013-14. The Board also proposes to appoint them for 2014-15. The Audit Committee recommended their appointment.

SECRETARIAL AUDIT

The Companies Act, 2013 has made it mandatory for the Listed Company, like yours, to have the secretarial records audited. The Board of Directors have appointed HS Associates, Company Secretaries as Secretarial Auditors for 2014-15.

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew a remuneration of Rs. 5 lakhs per month or Rs 60 lakhs per annum during the year under review. Hence there is no disclosure required as per provisions of Section 217(2A) of the Companies Act, 1956.

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

Information as required by the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms part of this report. Refer Annexure A DIRECTORS'' RESPONSIBILITY STATEMENT As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Accounts on a going concern basis

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. a report on Management Discussion and Analysis is attached hereto (Annexure ''B'') and form part of this Report.

CORPORATE GOVERNANCE

Your Company would strive to set and achieve appropriate Corporate Governance practices. In accordance with the requirements of clause 49 of the Listing Agreement with the Stock Exchange, a report on the status of compliance of corporate governance norms is also attached. (Annexure ''C''). The Auditors certificate on the same is also attached.

ACKNOWLEDGEMENT

Your Directors wish to thank the Company''s stakeholders, Bankers and employees for their support extended to it throughout the year.

For and on behalf of the Board Place : Mumbai (Surendrakumar Tibrewala) Dated: 13-Aug-2014 Chairman

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Mar 31, 2013

The Directors hereby present their Tenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March 2013.

1. FINANCIAL RESULTS

The Highilights of the performance of the Company during the Financial Year ended 31st march 2013 are appended below:-

(Rs. in Lakhs)

Year ended Year ended

2012-2013 2011-2012

Total Income (net of Excise duty) 4318.50 3,553.52

Less: Expenditure 3,524.48 2,760.87

Less: Depreciation 20.26 17.05

Less: Finance Costs 40.01 29.10

Net Profit before Tax 733.75 746.50

Provision for Tax (including short provision for Previous Year) 190.79 232.90

Profit after tax 542.96 513.60

Appropriations

Dividend on Equity Shares 56.15 56.15

Tax on Dividend 9.11 9.11

Balance Brought forward from previous Year 1,597.44 1,149.10

Surplus carried to Reserves 2075.14 1,597.44



2. DIVIDEND

Your Directors have recommended a dividend of 5% i.e Re 0.50 per equity share ( Last year Re. 0.50 per share) for the year ended 31st March, 2013. The dividend will be paid to the members whose names appear in the register of members as on 26-September-2013. In case of shares held in dematerialised form the same will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services Limited as beneficial owners as on that date. The dividend is free from Income Tax in the hands of the shareholders.

3. OPERATIONS

The Company could achieve a turnover of Rs. 4,068.64 lakhs as against Rs. 3,332.19 lakhs in last year, an increase of 22.10 % inspite of the depressed economic conditions. The Company was able to meet the challenge, maintain its position by adapting to the changing environment, ensuring timely delivery and new product development. The Company continues to develop new products and modify the products as per the requirements of its customers. It has its own testing and development facilities backed by qualified staff. This ensured higher sales which helped it to maintain its absolute profits. Your directors are hopeful that, subject to unforeseen circumstances, the Company would be in a position to maintain robust growth rate in the current year.

4. SUBSIDIARIES

Fineotex Malaysia Limited (FML), a Limited Company, was incorporated in Labaun Malaysia in 2011. FML in turn has controlling interest in 3 other companies in Malaysia that have established manufacturing and trading activities. The synergy of the businesses has helped all the companies.

During the year, FCL Landmarc Private Limited was incorporated as a wholly owned subsidiary to pursue Company''s activities in the realty sector as approved by the shareholders at the Ninth Annual General Meeting without affecting the activities of the chemical business. It will carry on the realty business as joint ventures in the initial stages. Realty business has better potential & profitability.

5. DIRECTORS

During the year Mr. Alok Dhanuka was appointed as Additional Director. Notices have been received from the shareholders proposing his name as Director of the Company. Mr. Sanjay Mittal resigned from the Board of the Company with effect from 11th February, 2013 due to his preoccupation. The Board notes with appreciation the services and advices rendered by him.

Mr. Navin Mittal retires by rotation and, being eligible, offers himself for reappointment.

6. PARTICULARS OF EMPLOYEES

None of the employees of the Company drew a remuneration of Rs. 5 lakhs per month or Rs 60 lakhs per annum during the year under review. Hence there is no disclosure required as per provisions of Section 217(2A) of the Companies Act, 1956.

7. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Information as required by the provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms part of this report. Refer Annexure A.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Accounts on a going concern basis

9. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. a report on Management Discussion and Analysis is attached hereto (Annexure ''B'') and form part of this Report.

10. CORPORATE GOVERNANCE

Your Company would strive to set and achieve appropriate Corporate Governance practices. In accordance with the requirements of clause 49 of the Listing Agreement with the Stock Exchange, a report on the status of compliance of corporate governance norms is also attached (Annexure ''C''). The Auditors certificate on the same is also attached.

11. AUDITORS AND AUDIT REPORT

Messrs UKG & Associates, the auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have given their declaration that they are eligible and willing for re-appointment as Auditors for the ensuing year. The Board recommends their appointment.

12. COST ACCOUNTING RECORDS AND COST AUDIT

The Ministry of Corporate Affairs has issued a notification dated 3rd June, 2011 titled The Companies (Cost Accounting Records) Rules, 2011 making it mandatory for your Company to maintain Cost Accounting Records as prescribed therein. The Cost Audit Branch (CAB) of the Ministry of Corporate Affairs have issued CAB Order dated 24th January, 2012 making the products of the Company liable to Cost Audit under Section 233B of the Companies Act, 1956. This Order would apply to accounting periods commencing on or after 1st April, 2012. The company has appointed M/s V. J. Talati & Co., Cost Auditor, Mumbai to audit the cost accounts for the year 2012-13 from 1 April, 2012 to 31 March, 2013 for which necessary approval from the Central Government has been received.

The Company has obtained the Cost Compliance Certificate for the year 2011-12 from M/s V J Talati & Co the Practising Cost and Management Accountant and filed with the Ministry of Corporate Affairs within the stipulated period.

The Board proposes to re-appoint M/s V. J. Talati & Co., as cost auditor of the company for year 2013-14.

13. ACKNOWLEDGEMENT

Your Directors wish to thank the Company''s stakeholders, Bankers and employees for their support extended to it throughout the year.



For and on behalf of the Board

(Surendrakumar Tibrewala)

Chairman

Date : 15-May-2013

Place : Mumbai

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Mar 31, 2011

Dear Members,

The Directors hereby present their Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March 2011

FINANCIAL RESULTS

(Rs. in Lakhs)

Year ended Year ended

31-3-2011 31-3-2010

Gross Income 3101.68 2279.04

Less: Expenditure 2455.60 1597.39

Less: Depreciation 13.05 12.67

Net Profit before Tax 633.03 536.10

Provision for Tax (including short 208.22 186.26 provision for Previous Year)

Profit after tax 424.81 349.84

Appropriations

Dividend on Equity Shares 56.15 70.19

Tax on Dividend 9.33 11.65

Balance Brought forward from previous Year 789.78 521.78

Profit carried to Balance Sheet 1149.11 789.78

DIVIDEND

Your Directors have recommended a dividend of Re.0.50 per Equity share (Last year Rs. 1.00) for the year ended 31 st March, 2011. The dividend will be paid to the members whose names appear in the register of members as on x-xrtx-2011. In case of shares held in dematerialised form the same will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services Limited as beneficial owners as on that date. The dividend of Rs. 0.50 per share would be paid on all shares including those that were allotted on 8th March, 2011 pursuant to the Initial Public Offer.

OPERATIONS

During the year under review, the Company could achieve a turnover of Rs. 3061 lakhs as against Rs. 2208 lakhs last year an increase of 38.63 % inspite of the depressed economic conditions in the textile sector. Due to rising costs of the oil and its inflationary impact on other items, the inputs costs continued to rise in the year under review. This also led severe strain on the margins. The Company was able to maintain its position by adapting to the changing environment, ensuring timely delivery and new product development. This ensured higher sales which helped it to maintain its absolute profits inspite of depressed margins. Your directors are confident, that subject to unforeseen circumstances, the Company would be in a position to maintain robust growth rate in the current year.

INITIAL PUBLIC OFFER & FINANCES OF THE COMPANY

With your approval under section 81(1A) of the Companies Act. 1956 for the Initial Public Offer (IPO), the Company had filed a Draft Red 1 lerring Prospectus in September 2010 with the Securities Exchange Board of India (SEBI) for its approval. The IPO was opened for subscription between 23rd to 25th February, 2011. The shares of Rs. 10/- each were issued at a premium of Rs. 60/- per share. The issue was oversubscribed in spite of the poor market conditions and other big issues open at the same time. The Company raised a sum of Rs. 2759.27 lakhs net of the issue related expenses. The allotment was done on 8th March, 2011 and the shares were listed on the Bombay Stock Exchange Limited from 1 Ith March, 2011.

Deployment of funds received As per Actual

from IPO Prospectus Incurred

Investment in Capital expenditure 925 —

Working Capital Requirements 800 —

General Corporate Purpose 976 —

Issue Related Expenses 247 205

Total 2948 205

Balance amount to be utilised 2743

Interim Utilisation of balance IPO proceeds

nvestments in Mutual Funds 243

Fixed Deposits2500

Total 2743

Your Directors are at present evaluating various options for deployment of funds as stated above. Certain proposals may require certain adjustments to the amounts mentioned under various heads as mentioned in the prospectus. Your approval is sought for this purpose.

DIRECTORS

CA Anand Agarwal retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his reappointment.

AUDITORS AND AUDIT REPORT

Messrs UKG Associates, the auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have given their declaration that they are eligible and willing for re-appointment as Auditors for the ensuing year. The Board recommends their appointment.

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew a remuneration of Rs. 5 lakhs per month or Rs 60 lakhs per annum during the year under review. Hence there is no disclosure required as per provisions of Section 217(2A) of the Companies Act, 1956.

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

Information as required by the provisions of Section 217(l)(e)of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed and forms part of this report. Refer Annexure A

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 (2 AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departure;

(ii) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) they have prepared the Accounts on a going concern basis

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. a report on Management Discussion and Analysis is attached hereto (Annexure 'B') and form part of this Report.

CORPORATE GOVERNANCE

Your Company would strive to set and achieve appropriate Corporate Governance practices. In accordance with the requirements of clause 49 of the Listing Agreement with the Stock Exchange, a report on the status of compliance of corporate governance norms is also attached. (Annexure 'C'). The Auditors certificate on the same is also attached.

ACKNOWLEDGEMENT

Your Directors wish to thank the Company's stakeholders, Bankers and employees for their support extended to it throughout the year.

For and on behalf of the Board

(Surendra Kumar Tibrewala)

Chairman

Date : 28th May 2011

Place : Mumbai