To,
The Members,
Your Directors take pleasure in presenting the 34th Annual Report of the
Company together with the Audited Financial Statements for the year ended 31st
March, 2023.
1. FINANCIAL PERFORMANCE:
The financial performance of your Company on standalone basis for the Financial Year
ended 31st March, 2023 is summarized below:
|
|
(Rs. in Lakhs) |
Particulars |
Financial Year ending |
|
31st March, 2023 |
31st March, 2022 |
Total Revenue |
10030.06 |
9204.74 |
Profit/ (Loss) before Interest, Depreciation & Tax (EBIDTA) |
(97.04) |
652.69 |
Less: Finance Cost |
474.22 |
335.83 |
Less: Depreciation |
526.91 |
141.82 |
Profit/ (Loss) Before Tax (PBT) |
(1098.16) |
175.04 |
Less: Provisions for Taxation including Deferred Tax |
(9.52) |
46.26 |
Profit/ (Loss)for the Year |
(1088.64) |
128.78 |
Other Comprehensive Income |
3.48 |
3.48 |
Total Comprehensive Income for the Year |
(1085.16) |
132.26 |
The Standalone and Consolidated Financial Statements for the Financial Year ended 31st
March, 2023, 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 2022-23, the Company achieved total Revenue of Rs.10,030.06
lakhs in the current year, against Rs.9,204.74 lakhs in the previous year, thereby
registering an increase of 8.97% as compared to the previous year. The Company has
registered a Loss of Rs.1088.64 lakhs in the current year, against Profit of Rs.128.78
lakhs in the previous year, thereby registering a decrease 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 2022-23.
5. DIVIDEND:
Due to loss in the financial year ending on 31st March, 2023; the Board of
Directors has not recommended any dividend on the Equity Share Capital of the Company for
the financial year ended 31st March, 2023.
6. TRANSFER TO RESERVES:
During the Financial Year 2022-23, no amount has been transferred to any reserves.
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, 2023
stands at Rs.83,396,890/- i.e. 83,39,689 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, 2023, none of the Directors of the Company hold instruments convertible into equity
shares of the Company.
9. 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 - F.
10. 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
11. 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.
12. CORPORATE GOVERNANCE REPORT:
Your Company always endeavors to adhere to the highest standards of corporate
governance, which are within the control of the Company. A comprehensive Report on
Corporate Governance inter-alia highlighting the endeavors of the Company in ensuring
transparency, integrity and accountability in its functioning has been incorporated as a
separate section, forming a part of the Annual Report as Annexure B. The certificate
issued by the Statutory Auditors on Compliance with Corporate Governance is annexed to the
Report on Corporate Governance.
13. 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, 2023, is available on
the Company's website and can be accessed
https://www.geotexelin.com/wp-content/uploads/2023/08/Annual-Return-2022-23.pdf
14. RELATED PARTY TRANSACTIONS:
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.
All the related party transactions for the year under review were in the ordinary
course of business and at an arm's length basis and therefore disclosure in Form AOC-2 is
not required.
No material related party transactions, 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. 40] 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.comand 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
15. 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 - C.
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.
16. PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS 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. 2022-23.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment/ Resignation during the Financial Year:
(i) Mr. Shailesh R Mehta, Managing Director of the Company was re-appointed for a
period of 3 years w.e.f. 15.02.2023.
(ii) Ms. Shweta Sultania resigned from the post of Company Secretary w.e.f. 15.07.2022.
(iii) Mr. Vikram Patel resigned from the post of Chief Financial Officer w.e.f.
16.07.2022.
(iv) Mr. Harsh Hirapara was Company Secretary during the period from 15.07.2022 to
30.09.2022.
(v) Mr. Pallav Vasavada was appointed as Chief Financial Officer w.e.f. 12.01.2023.
(vi) Ms. Dhruvi Patel was appointed as Company Secretary w.e.f. 25.03.2023.
Retirement by rotation:
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 Articles of Association of the Company, Mr. Shailesh
R 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.
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.
In the Corporate Governance Report attached to this report the manner in which the
evaluation process was carried out has been explained.
18. 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
The Details with regards to Composition, Duties, terms of Reference, Meetings and
Attendance of Meetings of the Committees are discussed in detail and it forms a part of
Corporate Governance Report annexed to the Report as Annexure B.
19. 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, 2023 and
of the profit and loss of the Company for financial year ended 31st March,
2023;
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.
20. AUDIT REPORTS AND AUDITORS:
A. STATUTORY AUDITORS:
M/s. Sunil Poddar & Co., Chartered Accountants (FRN: 110603W), Ahmedabad are the
Statutory Auditors of the Company. M/s Sunil Poddar & Co. are appointed as Statutory
Auditors of the company for the second term of five consecutive years i.e. from the F.Y.
2022-23 to F.Y. 2026-27 and shall hold office till the conclusion of 38th
Annual General Meeting of the Company, subject to compliance of provisions of Companies
Act, 2013.
AUDITOR'S REPORT:
The Auditors' Report for the Financial Year ended 31st March, 2023
does not contain any qualifications, reservations or adverse remarks.
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. SPANJ & Associates, Practicing Company Secretaries, Ahmedabad, to
conduct Secretarial Audit of the Company for the Financial Year ended 31st
March, 2023.
The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st
March, 2023 forms an integral part of this report and is annexed as Annexure - D.
The Secretarial Audit Report for the Financial Year ended 31st March, 2023
does not contain any qualifications, reservations or adverse remarks.
C. INTERNAL AUDITORS:
The Board of Directors has appointed M/s. CNK & Associates LLP, Chartered
Accountant (FRN: 101961W/W-100036), as Internal Auditors of the Company for the Financial
Year ended on 31st March, 2023.
21. 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.
22. 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, 2023.
23. 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 - E.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
/COURTS/TRIBUNALS IMPACTING THE GOING CONCERNSTATUS 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.
25. 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 is 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 inefficiency or
inadequacy of the said internal financial control system.
26. 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.
27. 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.
28. 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.
29. 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
30. 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 2022-23 as required
pursuant to the provisions of Section148(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.
31. 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
32. ACCREDITATIONS AND RECOGNITIONS:
Your Company has received the following accreditations and recognitions:
1. ISO 9001:2015 (Quality Management System Standard)
2. ISO 14001:2015 (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 17374:2020 for Geosynthetics
Reinforced HDPE Membrane for Effluents and Chemical Resistance Lining.
33. 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.
34. LISTING FEES:
The Company's Equity Shares are listed with Bombay Stock Exchange (BSE). The Company
has paid Listing Fees for the financial year 2023-24 to BSE within the prescribed time
period.
35. OTHER DISCLOSURES:
a) 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.
b) There was no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the year.
c) There was no instance of onetime settlement with any Bank or Financial Institution.
36. APPRECIATION:
The Board of Directors place on record sincere gratitude and appreciation for all the
employees at all levels for their hard work, 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.
|
For and on behalf of the Board |
|
JASMIN VHORA |
SHAILESH R. MEHTA |
|
Independent Director |
Managing Director |
|
DIN:07173838 |
DIN: 01457666 |
Date: 29th May, 2023 |
Place: Prantij, Gujarat |
Place: Ahmedabad |
|