As on: Oct 02, 2023 03:40 AM
To,
The Members,
Your Directors take pleasure in presenting the 32nd Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2021.
1. FINANCIAL PERFORMANCE:
The financial performance of your Company on standalone basis for the Financial Year ended 31st March, 2021 is summarized below: (Rs in Lakhs)
The Standalone and Consolidated Financial Statements for the Financial Year ended 31st March, 2021, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
2. PERFORMANCE AT A GLANCE ON STANDALONE BASIS:
During the Financial Year 2020-21, the Company achieved total Operating Revenue of Rs 8262.00 lakhs in the current year, against Rs 9549.87 lakhs in the previous year, thereby registering a decrease of 13.49% as compared to the previous year. The Company registered the Net Profit after tax of Rs 221.02 lakhs in the current year, against Rs 312.52 lakhs in the previous year, thereby registering a decrease of 29.28% in the Net Profit as compared to the previous year.
3. MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate on the date of this report.
4. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of the Company during the financial year 2020-21.
5. DIVIDEND:
In view of the Expansion Plan of the Company, the Board of Directors have not recommended any dividend on the Equity Share Capital of the Company for the financial year ended 31st March, 2021.
6. TRANSFER TO RESERVES:
The Board of Directors have decided to retain the entire amount of profits for Financial Year 2020-21 in the profit and loss account and have not transferred any amount to general reserve.
7. DEPOSITS:
During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) from the public or the members and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
8. SHARE CAPITAL:
The Paid-up Equity Share Capital of the Company as on 31st March, 2021 stands at Rs 52,229,210/- i.e. 52,22,921 Equity Shares of Rs 10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March, 2021, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
9. EXPANSION PLAN:
The Company is setting up a new manufacturing facility at Unit No. P-2, Prime Industrial and Logistic Hub, Mouje- Hariyala, Taluka & District: Kheda, Gujarat which will expand our installed manufacturing capacity by 10,080 metric tonnes (M.T.) per annum for geosynthetics products.
The estimated completion time of the Project is 2021.
The Expansion Plan of the Company is undertaken for inducting new technologies for achieving higher efficiencies in operations and achieving higher returns on capital employed. With new technologies the Company will be developing new products to gain access to new markets both international and domestic.
10. SUBSIDIARY COMPANY:
The Company has a Wholly Owned Subsidiary Company in the name of "Texel Industries (Africa) Limited" (hereinafter referred as WOS).
During the period under review, the Board of Directors reviewed the affairs of its WOS. In accordance with Section 129(3) of Companies Act, 2013, the Consolidated Financial Statements of the Company and its WOS in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of the WOS in Form AOC-1 forms an integral part of this report and is annexed as
Annexure – E.
11. POLICY FOR DETERMINING MATERIAL SUBSIDIARY:
The Company has a Policy for determining Material Subsidiary in line with the requirements of Regulations 16(1)(c) and 24 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. The said policy is available on the website of the Company viz. www.geotexelin.com and can be downloaded from the weblink: https://geotexelin.com/wp-content/uploads/bsk-pdf-manager/Policy_for_determining_ Material_Subsidiary_141.pdf
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report and is annexed as Annexure – A.
13. CORPORATE GOVERNANCE REPORT:
The report on Corporate Governance as required under
Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company due to the exemption under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015" or "Listing Regulations"].
Accordingly, the Auditors Certificate on Corporate Governance as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.
14. ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Annual Secretarial Compliance Report under Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI circular no: CIR/CFD/ CMD1/27/2019 dated 8th February, 2019, BSE circular no. LIST/ COMP/10/2019-20 dated 9th May, 2019 and BSE circular no LIST/COMP/12/2019-20 dated 14th May, 2019 is not applicable to the Company due to the exemption under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. ANNUAL RETURN:
Pursuant to the amendments in Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2021, is available on the Company's website and can be accessed at https://www.geotexelin.com/wp-content/ uploads/2021/08/Annual-Return_FY-2020-21.pdf
16. RELATED PARTY TRANSACTIONS:
All related party transactions for the year under review are in the ordinary course of business and at arm's length basis and therefore disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required.
All related party transactions are placed before the Audit Committee for approval. The omnibus approval is obtained on a yearly basis for related party transactions which are of repetitive nature. A statement containing details of all Related Party Transactions are placed before the Audit Committee and the Board of Directors for review and approval on a quarterly basis.
No material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered with related parties during the year under review.
The details of the related party transactions as per Indian Accounting Standard (Ind-As) are mentioned in Note [No. 38] in the notes to the accounts of the Financial Statements.
The Company has a ‘Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions'. The said policy is available on the website of the Company viz. www.geotexelin.com and can be downloaded from the weblink: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/ Policy_on_Materiality_of_Related_Party_Transactions_and_ on_dealing_with_Related_Party_Transactions_142.pdf
17. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL & PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Report is attached as Annexure – B.
The statement containing particulars of employees as required under section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and accounts are being sent to the members and others entitled thereto, excluding the information on employee's particulars which is available for inspection by members at the registered office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy of the same, such member may write to the Company Secretary in this regard.
18. P ARTICULARS OF LOANS, GUARANTEES OR BY THE COMPANY:
The Company has not granted any loans or provided any guarantees or made any investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 during the year under review.
For details of investments made in shares of Wholly Owned Subsidiary Company (WOS), M/s. Texel Industries (Africa) Limited, please refer Note No. 3 and for loans granted to WOS, please refer Note No. 4 of the Standalone Financial Statements forming part of the Annual Report for F.Y. 2020-21.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL: Composition of the Board:
The Company believes that the Board of Directors (‘Board') needs to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain its independence, and to separate the functions of governance and management. As on 31st March, 2021, the Board of the Company comprised of 5 members, consisting of 1 Non-Executive-Non-Independent Director, 3 Independent Directors including the Chairman of the Company and 1 Executive Director and none of the directors are disqualified under Section 164 of the Companies Act, 2013. The Independent Directors constitute 60% of the Board's strength-more than the requirement of the Companies Act, 2013 and the Listing Regulations. 1 out of 5 members is a women Director.
The following is the Composition of the Board as at 31st March, 2021:
The relevant details in terms of Sub-regulation (3) of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in respect of the Director proposed to be re-appointed, are provided in the Notice for convening the 32nd Annual General Meeting of the Company.
Retirement by rotation and subsequent re-appointment:
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Article of Association of the Company, Mr. Shailesh Ramniklal Mehta, Managing Director is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
Board Meeting:
The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. Minimum four (4) Board meetings are held every year. Further, additional Board meetings are also convened as per Company's requirements. Agenda along with Notes on Agenda and Agenda papers are circulated to the Directors, in advance, for facilitating meaningful and focused discussions at the meeting. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions by circulation, as permitted by law, which are noted and confirmed in the subsequent Board Meeting.
The notice of Board meeting is given well in advance to all the Directors. The Agenda of the Board Meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director of the Company. The Agenda is circulated within the prescribed time period. The Board Agenda includes an Action Taken Report comprising the actions emanating from the Board Meetings and status update thereof. The Agenda for the Board Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors for making informed decisions.
The minutes of proceeding of the Board meetings are maintained in terms of statutory provisions.
During the Financial Year ended 31st March, 2021, Board of Directors of the Company met Five (5) times i.e. on 27th June, 2020; 25th July, 2020; 22nd September, 2020; 11th November, 2020 and 9th February, 2021. The maximum gap between two meetings was not more than 120 days:
K ey Managerial Personnel:
Pursuant to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2021:
Declaration of Independence from Independent Directors:
The Company has received the Declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with the applicable Schedule and Rules framed thereunder and as per Regulations 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
Opinion of the Board with regard to integrity, expertise and experience (including the pro_ciency) of Independent Directors:
The Board of Directors of the Company are of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, the appropriate skills, experience and knowledge in one or more fields of finance, audit, taxation, public administration and Company Law. Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the Data Bank maintained with the Indian Institute of Corporate Affairs, Manesar ("IICA"), the authority notified by the Ministry of Corporate Affairs.
Familiarization Programme for Independent Directors:
In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors. At the time of appointing a Director, a formal letter of appointment is given, which inter alia explains the role, function, duties and responsibilities expected from him/ her as a Director of the Company. The Director is also explained in detail the compliances required from him/ her under Companies Act, 2013, the Listing Regulations and other applicable statutes, if any.
The details of the familiarization programme for Independent Directors is available on the Company's website at www. geotexelin.com and can be downloaded from the weblink: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/ Familiarization_Programme_for_Independent_Directors_84.pdf
Independent Director's Meeting:
Schedule IV of the Companies Act, 2013 and the Rules framed thereunder mandates that the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors. At such meetings, the Independent Directors shall (i) review the performance of Non-Independent Directors and the Board as a whole, (ii) review the performance of Chairman of the Company after taking into account views of Executives and Non-Executive Directors and (iii) assess the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
During the year under review, one meeting of the Independent Directors was held on 25th March, 2021. All the Independent Directors were present in the meeting.
Annual Evaluation made by the Board of its own Performance and that of its Committee and Individual Directors:
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.
Pursuant to the provisions of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the process for evaluation of the performance of the Directors/ Board / Committees of the Board was initiated by the Nomination and Remuneration Committee.
The Board has carried the evaluation of its own performance, individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company and has also evaluated the fulfillment of independence criteria of the Independent Directors as specified under Section 149(6) of the Companies Act, 2013 and under Regulation 25(8) of the SEBI (LODR) Regulations, 2015 and their independence from the management. The evaluation of the working of the Board, its committees, individual directors, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction over the evaluation process.
The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.
20. COMMITTEES OF THE BOARD:
The Board of Directors has constituted Board Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with approval of the Board and the Committees function under their respective Charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for noting.
The Board of Directors of the Company have constituted the following Committees: A. Audit Committee B. Nomination & Remuneration Committee C. Stakeholders Relationship Committee D. Finance and Investment Committee E. Risk Management Committee
A. AUDIT COMMITTEE:
The composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
As on 31st March, 2021, the Audit Committee comprise of 4 Directors/Members out of which 3 are Independent Directors. All the Members of the Audit Committee are well qualified, experienced and possess sound knowledge of finance, accounting practices and internal controls. The Company Secretary of the Company acts as the Company Secretary of the Audit Committee.
Meeting and Attendance:
During the Financial Year ended 31st March, 2021, the Audit Committee met Four (4) times i.e. on 27th June, 2020; 25th July, 2020; 11th November, 2020 and 9th February, 2021. The maximum gap between two meetings was not more than 120 days. The requisite quorum was present in all the Meetings:
The Table below provides the Composition and Attendance of the Audit Committee:
The Terms of Reference of the Audit Committee are broadly as follows:
1) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;__
2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;_
3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:__ a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub_ section 3 of section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same;_ c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings;_ e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; g) Qualifications in the draft audit report;
5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;__
7) Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;_
8) Approval or any subsequent modification of transactions of the company with related parties;
9) Scrutiny of inter_corporate loans and investments;__ 10) Valuation of undertakings or assets of the company, wherever it is necessary;_ 11) Evaluation of internal financial controls and risk management systems;__ 12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;__ 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffng and seniority of the offcial heading the department, reporting structure coverage and frequency of internal audit;__ 14) Discussion with internal auditors of any significant findings and follow up there on;__ 15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;__
16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post_audit discussion to ascertain any area of concern;__ 17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non_payment of declared dividends) and creditors;__ 18) To review the functioning of the Whistle Blower mechanism;__ 19) Approval of appointment of CFO (i.e., the whole_ time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 20) Reviewing the Management letters/ letters of Internal Control weaknesses issued by Statutory Auditors; 21) Review of Management discussion and analysis of financial condition and results of operations;
22) Review of Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;__ 23) Review of Internal audit reports relating to internal control weaknesses; 24) Review of appointment, removal and terms of remuneration of the Chief internal auditor; and 25) Carrying out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act or SEBI (LODR) Regulations, 2015 or any other applicable law.
B. NOMINATION AND REMUNERATION COMMITTEE:
In compliance with Section 178 of the Companies Act, 2013 & Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board has constituted the "Nomination and Remuneration Committee" (NRC).
Nomination and Remuneration Policy:
In accordance with the provisions of Section 178 of the CompaniesAct,2013,theBoardofDirectorsoftheCompany has adopted the Nomination and Remuneration Policy (the "Policy") on the recommendation of the Nomination and Remuneration Committee of the Board. The Policy, inter alia, provides guidelines for the appointment, removal and remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel.
The said policy can be downloaded from the weblink: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/Nomination_and_Remuneration_Policy_147. pdf As on 31st March, 2021, the NRC Committee comprise of 4 Members out of which 3 are the Independent Directors and one is a Non-Executive Director.
During the Financial Year ended 31st March, 2021, the Nomination and Remuneration Committee met two (2) times i.e. on 27th June, 2020 and 25th July, 2020 and the requisite quorum was present in all the Meetings.
The Table below provides the Composition and Attendance of the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is responsible for evaluating the balance of skills, experience, independence, diversity and knowledge on the Board and for drawing up selection criteria, ongoing succession planning and appointment procedures for both internal and external appointments.
The role of Nomination and Remuneration Committee, inter alia, includes:
1) To recommend to the Board the appointment and removal of Directors, Key Managerial Personnel and Senior Management;
2) To recommend to the Board the Remuneration payable to the Directors, Key Managerial Personnel and Senior Management personnel;
3) To formulate a criteria for determining qualifications, positive attributes and independence of a Director and to recommend to the Board the Policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management;
4) To formulate criteria for evaluation of the Independent Directors and the Board;
5) To carry out evaluation of every Director's performance;
6) Ensure that level and composition of remuneration is reasonable and sufficient, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
7) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage;
8) To Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy;
9) To ensure that as per the prevailing HR policy of the Company there is an appropriate induction program for newly appointed Key Managerial Personnel and new Senior Management personnel; 10) To provide the Key Managerial Personnel and Senior Management personnel with reward based fixed and incentive pay which is directly linked to their efforts, performance, dedication, achievement and operations of the Company; 11) To recommend to the Board the appointment, removal and the remuneration payable to a relative of a Director; 12) To assist the Board in fulfilling its responsibilities; and 13) To perform such other functions as may be necessary or appropriate for the performance of its duties.
T he detailed terms of reference of the Nomination and Remuneration Committee which is covered under Nomination and Remuneration Policy can be accessed on the Company's website at the weblink: http://geotexelin. com/wp-content/uploads/bsk-pdf-manager/Nomination_ and_Remuneration_Policy_147.pdf
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
In compliance of provisions of Section 178 of Companies Act, 2013 & Regulation 20 of the SEBI (LODR) Regulations, 2015, the Board has constituted Stakeholders' Relationship Committee. The Stakeholders Relationship Committee is entrusted with the responsibility of addressing the shareholders'/ investors' complaints with respect to transfer/transmission of shares, name change/deletion/ correction, non-receipt of annual reports, issue of new/ duplicate share certificates and other shareholder related queries, complaints etc.
During the Financial Year ended 31st March, 2021, the Stakeholders Relationship Committee met once (1) on 9th February, 2021 and the requisite quorum was present in the Meeting.
The table below provides the Composition and Attendance of the Stakeholders' Relationship Committee:
The Terms of Reference of the Stakeholders' Relationship Committee are broadly as follows:
1) To allot the Equity Shares of the Company, and to supervise and ensure;
2) To attend to requests from the shareholders for transfer / transmission of shares and all matters incidental or related thereto;
3) To attend to matters relating dematerialization / rematerialization of shares / other securities and all matters incidental or related thereto;
4) To advise the Board on matters incidental or relating to issue of Bonus Shares & Rights Shares, etc.;
5) To consider and resolve grievances of the security holders of the Company, including complaints related to the transfer / transmission of shares, nonfireceipt of annual report and nonfireceipt of declared dividends;
6) To review the measures taken for effective exercise of voting rights by shareholders;
7) To review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent;
8) To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
9) To investigate complaints relating to allotment of shares, approval of transfer or transmission of shares or any other securities; 10) To attend to issue of duplicate certificates and new certificates on split / consolidation / renewal; 11) To attend to matters relating to compliance with the SEBI (LODR) Regulations, 2015 and other statutory requirements concerning the interests of holders of shares and other securities; and 12) To carry out any other function as may be required in pursuance of the decision of the Board of Directors of the Company or any provision under the Companies Act, 2013 or SEBI (LODR) Regulations, 2015 or any other applicable law.
Redressal of Investor Grievances:
The Company and its Registrar and Share Transfer Agent addresses the complaints and grievances of its shareholders expeditiously and replies are sent usually within 15 days except in case of dispute over facts or other legal impediments and procedural issues. The Company endeavors to implement suggestions as and when received from the investors.
D FINANCE AND INVESTMENT COMMITTEE: .
In order to take the monetary decisions quickly, your company has constituted Finance and Investment Committee ("Committee"). The Minutes of the committee meeting is noted in the subsequent meeting of the Board.
During the Financial Year ended 31st March, 2021, the Finance and Investment Committee met two (2) times i.e. on 4th January, 2021 and 30th January, 2021 and the requisite quorum was present in all the Meetings.
The table below provides the Composition and Attendance of the Finance and Investment Committee:
The Terms of Reference of the Finance and Investment Committee are broadly as follows: a) To borrow money; b) To Invest funds of the company; c) To grant loans or give guarantee or provide security in respect of loans; d) To review the adequacy of term debt, fund based and non-fund based borrowings and all banking arrangements and cash management and to approve any modification, addition and reduction of the same; e) To make application for new loans and facilities, negotiate and finalize the terms, acceptance of sanction letters, loan documents, security documents such as mortgage, hypothecation deeds etc. and such other related matters with respect to obtaining new loans/facilities or change in the terms and conditions of existing loans within the overall limits of the board powers; f) To convey acceptance of Sanction Letters, to approve the execution of Letters of Acknowledgment of Debts, Revival Letters, to negotiate, deal, and make settlement with Lenders, Balance Confirmation Letters that may be received from various Banks and Financial Institutions; g) To approve the exercise of guarantees as may be required by Banks, Financial Institutions, lenders etc. on any matter pertaining to the working affairs of the Company; h) To review and approve short term and long term investment transactions, including deployment of surplus funds in various instruments; i) To review and approve from time to time various business arrangements, projects, purchase of equipment's and apparatus for the existing and new business; j) To approach and negotiate with various debtors and creditors with proposals to settle the outstanding dues etc., and to approve the execution of any type of payment arrangement with the consenting parties etc.; k) To make recommendations to the Board relating to the capital structure and issuance of securities etc., including the authority to approach Investors (Institutional/ Private) for infusion of funds by way of equity and to accept equity investment offers as may be received and which are suitable to the Company and to carry out effective execution of such capital infusion subject to such regulatory approvals as may be necessary; l) To open, operate and close bank accounts with various Banks as may be necessary from time to time and to delegate authority to any of the O_cials of the Company to open, operate and conduct all required banking transaction including issue, negotiate and receive cheques, bills of exchanges, letter of credit, promissory notes, etc. and close the Banking accounts so opened and execute necessary documents to open, operate and close the bank accounts, subject to such ceiling as committee may in its discretion decide for the transactions to be entered into by such offcials of the Company; and m) To make and submit whether by committee itself or delegate authority to the O_cials of the Company various representations, applications, agreements etc., as may be necessary from time to time with various Banks and Financial Institutions including Letters of Credits, Amendments to Letters of Credit etc., among others for availing financial assistance - long term and short term including working capital proposals, restructuring of the said financial assistance etc.
E. RISK MANAGEMENT COMMITTEE:
The Risk Management Committee as per Regulation 21(5) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization. However, as good corporate governance, your Company has constituted a Risk Management Committee in compliance with Regulation 21(1) of the SEBI (LODR) Regulations, 2015.
As per Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to lay down the procedures about the risk assessment and minimization procedures.
The meeting of Risk Management Committee was not held during the year under review.
The Composition of the Risk Management Committee is as follow:
The Terms of Reference of the Risk Committee are broadly as follows:
1. To ensure that all the current and future material risk exposures of the Company are identified, assessed, quanti_ed, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management;
2. To establish a framework for the Company's risk management process and to ensure its implementation;
3. To enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices; and
4. To achieve business growth with financial stability.
The detailed terms of reference of the Risk Management Committee is available on the website of the Company at www.geotexelin.com and can be downloaded from the weblink: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/Policy_on_Risk_Management_87.pdf
21. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) & Section 134(5) of the Companies
Act, 2013 the Board of Directors of the Company confirms that-_ a) In the preparation of the annual accounts, the applicable accounting standards and Schedule III of the Companies Act, 2013 has been followed along with proper explanation relating to material departures; b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the 31st March, 2021 and of the profit and loss of the Company for financial year ended 31st March, 2021; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the directors have prepared the annual accounts on a going concern basis; e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. AUDIT REPORTS AND AUDITORS: A. STATUTORY AUDITORS:
M/s. Sunil Poddar & Co., Chartered Accountants (Registration No.110603W), Ahmedabad are the Statutory Auditors of the Company.
The Shareholders of the Company have approved appointment of M/s. Sunil Poddar & Co. as the Statutory Auditors of the Company for five years, i.e. from the conclusion of the 28th Annual General Meeting held on 19th August, 2017 until the conclusion of the 33rd Annual General Meeting. Consequent to the amendment in Section 139 (1) of Companies Act, 2013, rati_cation of appointment of the statutory auditor at every Annual General Meeting is omitted and hence the Company has not proposed rati_cation of appointment of M/s. Sunil Poddar & Co., Chartered Accountants, Ahmedabad at the forthcoming AGM.
The Statutory Auditors have confirmed their eligibility and qualifications required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
AUDITOR'S REPORT:
• The Auditors' Report for the Financial Year ended 31st March, 2021 does not contain any qualification, reservations or adverse remark.
• As regards the comments made in the Auditors' Report, the Board is of the opinion that they are self-explanatory and does not require further clarification.
B. SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandip Sheth & Associates, Practicing Company Secretaries, Ahmedabad, to conduct Secretarial Audit of the Company for the Financial Year ended 31st March, 2021.
The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2021 forms an integral part of this report and is annexed as Annexure – C.
The following are the explanations/ comments of the Board on the observations made by the Secretarial Auditors in their Audit Report:
1. The company was of the view that the capacity addditon because of outsourcing of fabrics which is semifinished product need not be covered under the licensed quantity. Now the compnay has decided to incorporate the outsourced quantity in the licensed capacity so has applied to GPCB for the enhanced capacity.
2. The company has approached the consultants for clarification on the applicability of EPR under the Plastic Waste Mangement Rules 2016/2018. The company is awaiting the clarifications on the implementation process.
3. The company has been advised by its P.F. consultant M/s. Shru Consultancy Services that as per the new procedure the Form "6" is not required to be submitted.
- Form D under Bonus Act and Return under Gratuity Act was filed on time but the documents were misplaced. Now, the same has been retrieved and the compliance has been closed.
- We have been advised by our Labour Law consultant that Biennial return in Form No. ER-II is not required to be filed.
4. Due to the absence of senior staff due to effects of Pandemic, some reconcillation has not been done. The company has taken steps to avoid such discrepencies in future.
5. During the F.Y. 2019-20, the Annual Return i.e. Form MGT- 7 of the Company was signed by the Practicing Company Secretary (PCS) because in terms of Section 92(2) of the Companies Act, 2013, the PCS while certifying the Annual Return in Form MGT-8 has to state that the Annual Return discloses the facts correctly and adequately and accordingly the Annual Return under Section 92(1) of the Companies Act, 2013 was examined by the said PCS and signed by him. However, in future we will ensure that the Annual Return is signed by the Company Secretary of the Company.
6. Mr. Aman Mehta, Promoter of the Company was holding 200 Equity Shares in the Company in physical form as on 31.03.2021. He being an NRI, the dematerialization of his physical shares got delayed due to the pandemic situation in the country. However, as on the date of this report, the above shareholding of Mr. Aman Mehta is in demat form.
C. INTERNAL AUDITORS:
The Board of Directors has appointed M/s. Pabari & Co, Chartered Accountants (FRN: 144036W), Ahmedabad as the Internal Auditors of the Company for the Financial Year ended 31st March, 2021.
23. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
The Statutory Auditors, the Secretarial Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.
24. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 and
Rules made thereunder are not applicable to the Company for the Financial Year ended 31st March, 2021.
25. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, forms an integral part of this report and is annexed as Annexure – D.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:
There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has an adequate internal financial control system commensurate with the nature of its business and the size and complexity of its operations and are operating effectively with no material weakness.
During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the ine_ciency or inadequacy of the said internal financial control system.
28. BUSINESS RESPONSIBILITY REPORT:
The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.
29. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.
30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the ‘Act') and Rules made thereunder, your Company has a policy and framework for employees (all female employees on the rolls of the Company including those on deputation, contract, temporary, part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information.
The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment. During the year, no complaints with allegations of sexual harassment were received by the Company.
31. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy ("this Policy") in compliance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015.
This Policy has been formulated with a view to provide a mechanism / channel for employees, directors and other stakeholders of the Company to raise concerns of suspected frauds, any violations of legal / regulatory requirements or Code of Conduct for Directors and Senior Management of the Company, incorrect or misrepresentation of any financial statements and reports or any instance(s) of leakage / suspected leakage of UPSI etc.
The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company's website at the link: http://www.geotexelin.com/ wp-content/uploads/2020/02/Whistle-Blower-Policy.pdf
32. COST RECORDS:
The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2020-21 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to your Company.
33. RISK MANAGEMENT POLICY:
The Company has a robust Risk Management framework which enables it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.
Under the framework, the Company has laid down a Risk Management Policy ("Policy") which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting.
The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving risks associated with the Company's business which, in the opinion of the Risk Management Committee, may threaten the growth, stability and existence of the Company.
For a detailed risk management policy please refer the website link: http://geotexelin.com/wp-content/uploads/bsk-pdf-manager/Policy_on_Risk_Management_87.pdf
34. AFFIRMATION AND DISCLOSURE:
All the Members of the Board and the Senior Management
Personnel have afirmed their compliance with the Code of Conduct as on 31st March, 2021 and a declaration to that effect, signed by the Managing Director, forms an integral part of this report and is annexed as Annexure – F.
35. AWARDS AND RECOGNITIONS: Awards:
During the year under review, the Company has received an
"Award of Sustainability" for innovation in water conservation and creating sustainable livelihoods in "Gujarat MSME's Virtual Samellan S Samman" organized by the Knowledge Chamber of Commerce & Industry in association with others.
Recognitions:
Your Company has received the following recognitions:
1. ISO 9001:2015 (Quality Management System Standard)
2. SO 14001:2015 I (The Environmental Management System Standard)
3. ISO 45001:2018 (The Occupational Health & Safety Management System Standard)
4. 1st Company in India to obtain ISI license for marking under IS: 15351
5. Carries ISI mark as per BIS standard IS 15351:2015 for
Agro Textiles Laminated High Density Polyethylene (HDPE) woven geomembrane for water proof lining.
6. Carries ISI mark as per BIS standard IS 7903:2017 for Textiles Tarpaulins made from High Density Polyethylene (HDPE) woven fabric.
7. Carries ISI mark as per BIS standard IS 15907:2010 for
Agro Textiles High Density Polyethylene (HDPE) woven beds for vermiculture.
8. Carries ISI mark as per BIS standard IS 16190:2014 for Agro Textiles High Density Polyethylene (HDPE) laminated woven lay Flat Tube for irrigation purpose.
9. Carries ISI mark as per BIS standard IS 16627:2017 for
Agro Textiles High Density Polyethylene (HDPE) laminated woven lay Flat Tube for mains & sub mains of drip irrigation system.______
36. ENVIRONMENT AND SAFETY:
A. Health & Safety: The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.
B. Environment: The Company always strives hard to give importance to environmental issues in normal course of operations. Adherence to Environmental and Pollution Control Norms as per Gujarat Pollution Control Board guideline is of high concern to the Company.
37. CERTIFICATION FROM MANAGING DIRECTOR AND CFO:
In terms of Regulation 17(8) read with part B of Schedule II of SEBI (LODR) Regulations 2015, the Certification by Managing Director and CFO has been obtained and the said certification has been placed before the Board Members of the Company for perusal.
38. LISTING FEE:
The Company's Equity Shares are listed with Bombay Stock
Exchange (BSE). The Company has paid Listing Fees for the financial year 2021-22 to BSE within the prescribed time period.
39. O THER DISCLOSURES:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.
40. APPRECIATION:
The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.
The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.