Filtra Consultants & Engineers Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2015

Dear Members,

The Directors are presenting herewith the 4th Annual Report of the Company and the audited statement of accounts for the financial year ended March 31, 2015 together with the Auditors' Report thereon.

1. Financial Results:

The summarized financial results for the financial year ending March 31, 2015, are highlighted as under:

(Amount in Thousands)

Particulars March 31, 2015 March 31, 2014

Total Income 2,76,136.023 2,45,608.762

Less: Total Expenses 2,64,714.993 2,27,133.658 excluding Depreciation

Profit/ (Loss) before 11,421.030 18,475.104 Depreciation and Tax

Less: Depreciation 1,984.686 491.598

Profit/ (Loss) before Tax 9,436.344 17,983.506

Less: Provision for Income Tax 3,500.756 6,337.316

Profit/ (Loss) after tax 5,935.589 11,646.190

2. Operational Results:

During the year, total income of the Company has increased by 12.30% to Rs.27,61,36,023/- as compared total income of previous year of Rs. 24,56,08,762/-. However, the Profit (after tax) of the Company decreased by 50.97% to Rs. 59,35,589/- as compared to Profit (after tax) of Rs. 1,16,46,190 in previous year. The reason for reduction in profit after tax is increase in total expenditure made towards deferred tax liability and sales promotion expenditure. Further, your Company has strengthened its establishment at Mumbai, Pune and Ahmadabad and due to which the Company has incurred additional cost such as rent of premises, setting up of godowns and Employee cost. However, the management felt that with the strengthening the organization will help to grow in the coming years as Company has expansion plans.

3. Allotment of Bonus Shares:

With great pleasure the Board is presenting the members that the Company on August 25, 2014 has allotted 15,00,000 Equity Shares of Rs. 10/- each as fully paid-up bonus shares in the ratio 3:1 by capitalizing a sum of Rs.1,50,00,000 (Rupees One Crore Fifty Lacs Only) out of the Company's Free Reserve, Profit and loss account credit balance or such other accounts as are permissible to be utilized for the purpose.

4. Initial Public Offering :

During the year under review the management has come out with an Initial Public Offering (IPO) of 7,41,000 equity shares at a price of Rs. 42/- per share (Including the share premium of Rs 32/- per equity share). The open offer made vide prospectus dated March 10, 2015 was open for public for subscription of shares of the Company from March 24, 2015 to March 30, 2015. The issue was successfully subscribed by 1.43 times. On the basis of allotment finalized by BSE, the Company has made allotment of 7,41,000 equity shares of Rs. 42/- per share (Including the share premium of Rs. 32/- per equity share) on April 10, 2015.

5. Allotment of Equity Shares:

Based on the approval of the members taken in the 3rd Annual General Meeting held on September 30, 2014, the Company has made Initial Public Offering (IPO) of Equity Share of Rs. 10/- per share at a premium of Rs. 32/- per share, according you Company has made open offer vide prospectus dated March 10, 2015. The offer was open for subscription from March 24, 2015 to March 30, 2015 and the issue was successfully subscribed by 1.43 times. Further, on the basis of finalization of basis of allotment in the meeting held on April 9, 2015 between Merchant Banker appointed for the IPO "M/s. Pantomath Capital Advisors Private Limited", Bombay Stock Exchange, R&TA of your Company "Bigshare Services Private Limited" and your Company, the Company has made an allotment of 7,41,000 Equity Shares of face value of Rs. 10/- each fully paid ("Equity Shares") which shall rank pari-passu with the existing equity shares of the Company, at an Issue Price of Rs. 42/- per Equity Share (including a share premium of Rs.32/- per Equity Share) on April 10, 2015 by passing circular resolution. The summery of allotment herein below

Category Valid No. of Revised Shares Application Shares Reserved Allotted received Reserved Shares in each (as per category Prospectus)

Reserved for 39000 39000 39000 39000 Market Makers

Non- Retail 4,89,000 351000 3,36,000 3,36,000 Investors

Retail Individual 5,31,000 351000 3,66,000 3,66,000 Investors

Issue Size 10,59,000 741000 7,41,000 7,41,000

All the equity shares of the Company got listed on the SME platform of the BSE on April 15, 2015.

6. Listing of Equity Shares on SME platform of BSE:

With immense pleasure your Board would like to inform you that your Company had made an application to BSE Ltd for listing of all equity shares of the Company on SME platform of BSE and subsequently all the shares i.e. 2,74,100 equity shares, were successfully listed on the SME platform of BSE Ltd on April 15, 2015.

7. Dividend:

In view to conserve resources, your Directors do not recommend any dividend for the financial year under review.

8. Reserves:

The Board does not propose to carry any amounts to reserves.

9. Brief description of the Company's working during the year/State of Company's affair:

The Company is trading various water treatment products such as Multiport Valves, Dosing System Electronic dosing pump, Pressure Vessels, Conductivity Meters, Rota Meters etc. Your Company is one stop solution for all water treatment components, providing wide range of components and spares gives advantage and freedom to client to choose products and spares parts as per their requirement. The Company is shortly coming up with the e- commerce portal to serve our stakeholders 24x7. Further, the Company is also going to start manufacturing of such various water treatment products very soon.

The Companies sales have been increased. However, your Company is planning for expansion and incurred various expenses on publicity, sales promotion and expansion of its establishment at Mumbai, Pune and Ahmedabad, the profit after tax of the Company has been decreased. Further, over a period of time your Company has also gained an expertise in reduction of cost of products aligning to our vision "Providing Best Quality Components at reasonable Rates".

10. Change in the nature of business, if any:

There was no change in nature of business.

11. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

The Company has enhanced its capital base by allotting 15,00,000 Equity Shares of Rs. 10/- each as fully paid-up bonus shares in the ratio 3:1 by capitalizing a sum of Rs.1,50,00,000 (Rupees One Crore Fifty Lacs Only

Also the Company has allotted 7,41,000 Equity shares at a face value of Rs. 10/- per share and at premium of Rs. 32/- per share to the subscribers to Initial Public Offer made vide prospectus dated March 10, 2015. The Company shall utilize the fund raised through Initial Public offer for working capital, and General Corporate purpose and the same will be helpful to increase in the overall sales and profitability of the Company which will lead to increase in overall growth of the Company.

12. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

13. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

14. Deposits:

The Company has not invited / accepted / renewed any fixed deposits during the year falling within the purview of Section 73, 76 of the Companies Act, 2013 and Companies (Acceptance of Deposit) Rules, 2014.

15. Auditors Report:

There are no qualifications in the Statutory Auditors' Report. Further the Secretarial Audit was not applicable for your Company for the financial year 2014-15.

16. Auditors:

The management at the Annual General Meeting held on September 30, 2014, appointed M/s. Krunal M. Shah & Co. (Firm registration no. 131794W), Chartered Accountants, as a Statutory Auditors of the Company for a period of five consecutive financial years i.e. till financial year 2018-19 subject to ratification by Members at every Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013. Accordingly, the ratification of M/s. Krunal M. Shah & Co. (Firm registration no. 131794W), Chartered Accountants, as the Statutory Auditors of the Company for the financial year 2015-16, is recommended to the Members of the Company in the ensuing Annual General Meeting of the Company for their approval. In this regard, the Company has received a certificate of eligibility from the auditors to the effect that if their appointment is ratified in ensuing Annual General Meeting, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Further, the Company has appointed M/s. CNK & Associates LLP as Internal Auditors of the Company for the financial year 2015-16.

The Company has appointed Mr. Hemanshu Kapadia, Practising Company Secretary, proprietor of M/s. Hemanshu Kapadia and Associates as Secretarial Auditors of the Company to do secretarial audit for the financial year 2015-16.

17. Extract of the Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT - 9 is appended as Annexure 1 of the Board's Report.

18. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

As the Company is carrying trading activity and not carrying any manufacturing activities, it is not covered under the list of specified industries. However, the Company is, on continues basis, taking measures for conservation of power.

A. Conservation of energy:

i. the steps taken or impact on conservation of energy;

Your Company is not a manufacturing Company; hence this is not applicable to your Company. However, your Company has made various efforts to conserve energy such as installation of LED lights at all the offices of the Company, side sun glass set up in the registered office to use the natural lights during day time, Cross ventilation and time based auto light sensors which are for less electricity consumption.

ii. The steps taken by the Company for utilizing alternate sources of energy:

Not applicable as the Company is carrying trading activity

iii. The capital investment on energy conservation equipment's:

Not applicable as the Company is carrying trading activity, However, the Company has made capital expenditure of Rs. 2,46,116/- which led to reduction in consumption of electricity.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology absorption:

i. The efforts made towards technology absorption:

Not Applicable

ii. The benefits derived like product improvement, cost reduction, product development or import substitution;

Your Company is introducing new Products every year such as introduction of Smart Electrical panels for Chiller Applications. Also Developing Dosing pumps for Higher Flow Rates. Your Company has also launched Peristatic pumps for very small dosages.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development:

Nil

C. Foreign exchange earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Amount in Thousands)

Particulars 2014-15 2013-14

Foreign exchange earned on F.O.B. basis 233.506 202.574

Foreign exchange used 2264.912 1540.736

19. Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Ms. Anjali Khant (DIN: 03506175), Whole-time Director of the Company, retire at the ensuing Annual General Meeting and being eligible, offer herself, for re- appointment pursuant to provision of Section 152 of the Act.

A. Changes in Directors and Key Managerial Personnel:

In the 3rd Annual General Meeting of the Company held on September 30, 2014:

a. Mr. Ketan Khant (DIN 03506163) was re-appointed as the Managing Director of the Company for a period of three years from April 1, 2015 to March 31, 2018.

b. Mrs. Anjali Khant (DIN: 03506175) was re-appointed as the Whole-time Director of the Company for a period of three years from April 1, 2015 to March 31, 2015.

c. Mr. Ashfak Mulla (DIN: 03506172), Whole-time Director of the Company who was liable to retire by rotation offered himself for re-appointment pursuant to Section 152 of the Companies Act, 2013. Further, he was re-appointed as Whole-time Director of the Company for a period of three years from April 1, 2015 to March 31, 2018

d. Mr. Abhay Nalawade (DIN: 00342055) was appointed as an Independent director to hold office of Director for five consecutive years for term up to September 29, 2019.

e. Mr. Namdeo Harle (DIN: 03583022) was appointed as an Independent director to hold office of Director for five consecutive years for term up to September 29, 2019.

In the Board Meeting held on November 6, 2014, Mr. Yogesh Vijay Tavkar (DIN: 07011793) was appointed as an Additional Independent Director of the Company. Further, he was regularized as an Independent Director by the members of the Company in the Extra- ordinary General Meeting held on February 2, 2015 to hold office of Director for five consecutive years for term up to February 1, 2020.

In the Extra-ordinary General Meeting held on February 2, 2015, Mr. Haresh Malusare (DIN: 02246773) was appointed as an Independent Director of the Company to hold office for five consecutive years for term up to February 1, 2020.

Mr. Namdeo Harle (DIN: 03583022) has resigned as a Director of the Company w.e.f. March 5, 2015.

In the Board Meeting held on November 6, 2014, Mr. Krishnadas Nair was appointed as a Chief Financial Officer w.e.f. November 6, 2014 and designated following person as Key Managerial person pursuant to Section 203 of the Companies Act, 2013;

Name Designation

Mr. Ketan Khant (DIN: 03506163) Managing Director

Mrs. Anjali Khnat (DIN: 03506175) Whole-time Director

Mr. Ashfak Mulla (DIN: 03506172) Whole-time Director

Mr. Krishnadas Nair (PAN: AEQPN9220B) Chief Financial Officer Mr. Ankur Bakhai (PAN: AFSPB7033H) Vice President - Marketing

In the Board Meeting held on December 29, 2014, Mr. Rupesh Laxman Jadhav was appointed as a Whole-time Company Secretary and Compliance officer and termed as a Key Managerial Person of the Company w.e.f. January 1, 2015.

The Company has received resignation letter from Mr. Krishnadas Nair, Chief Financial Officer of the Company. Further in pursuant of the resignation of Mr. Krishnadas Nair, from the post Chief Financial officer of the Company, your Board has appointed Mr. Rudolf Corriea (PAN: AFYPC8915K) as a Chief Financial Officer of the Company w.e.f. August 1, 2015.

Further, brief resume of the Directors proposed to be appointed/ re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/ chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under clause 52 of the Listing Agreement entered into with the Stock Exchanges, have been furnished separately in the Notice convening the 4th Annual General Meeting read with the notes thereto forming part of this Report.

B. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders etc. The Board was of the unanimous view that every independent director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all independent directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting held on August 1, 2015. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

20. Details of Committees of the Board:

Currently the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules there under and Clause 52 of the Listing Agreement, are as follows:

A. i. Audit Committee:

In the Board Meeting held on November 6, 2014 the Board under section 177 of the Companies Act, 2013 and Clause 52 (II) of the listing agreement has constituted an Audit Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Namdeo Parnaji Harle (DIN: 03583022) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Audit Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re-constitution:

Name of the Director Status Nature of Directorship

Mr. Haresh Manohar Malusare (DIN: 02246773) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

The meetings of the Committee are held once in a quarter as and when required.

ii. Details of establishment of Vigil mechanism cum Whistle Blower policy for directors and employees:

The Company pursuant to Section 177(9) of the Companies Act, 2013 and Sub clause 7 of Annexure I D of Clause 52 of the Listing Agreement, has established Vigil mechanism cum

Whistle Blower Policy for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Haresh Malusare (DIN: 02246773), Chairperson of the Audit Committee.

B. Nomination and Remuneration Committee:

In the Board Meeting held on November 6, 2014 the Board under Section 178 of the Companies Act, 2013 and Clause 52 of the Listing Agreement has constituted Nomination and Remuneration Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Chairman Independent Director

Mr. Namdeo Parnaji Harle (DIN: 03583022) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Nomination and Remuneration Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re-constitution:

Name of the Director Status Nature of Directorship

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Chairman Independent Director

Mr. Haresh Manohar Malusare (DIN: 02246773) Member Independent Director

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Member Independent Director

The role of Nomination and Remuneration Committee is:

* Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

* Formulation of criteria for evaluation of Independent Directors and the Board;

* Devising a policy on Board diversity;

* Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director's performance;

* Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing/ Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all elements of remuneration package;

* Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/regulatory guidelines;

* Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/regulatory authorities

The meetings of the Committee are held once in a quarter as and when required.

The Nomination and Remuneration policy has been appended as Annexure 2 to the Board report.

The Details of remuneration paid to the Directors during the financial year 2014-15 are given in the MGT-9:

C. Stakeholder Relationship Committee:

In the Board Meeting held on November 6, 2014 the Board pursuant to Section 178 and Clause 52 of the Listing Agreement, has constituted Stakeholder Relationship Committee comprising all the independent directors. The detail constitution was as follows:

Name of the Director Status Nature of Directorship

Mr. Yogesh Vijay Tavkar (DIN: 07011793) Chairman Independent Director

Mr. Abhay Mahadeo Nalawade (DIN: 00342055) Member Independent Director

Mr. Namdeo Parnaji Harle (DIN: 03583022) Member Independent Director

Further, after the resignation of Mr. Namdeo Harle (DIN: 03583022), Independent Director of the Company, the Board has re-constituted the Stakeholder Relationship Committee in the Board Meeting held on March 5, 2015. The detail constitution is as follows after the re- constitution:

Name of the Director Status Nature of Directorship

Mr. Yogesh Vijay Tavkar Chairman Independent Director (DIN: 07011793)

Mr. Abhay Mahadeo Nalawade Member Independent Director (DIN: 00342055)

Mr. Haresh Manohar Malusare Member Independent Director (DIN: 02246773)

The role of the Committee is:

* Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

* Redressal of shareholder's/investor's complaints Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

* Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

* Issue of duplicate certificates and new certificates on split/consolidation/renewal;

* Allotment and listing of shares;

* Reference to statutory and regulatory authorities regarding investor grievances; and

* To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

* Any other power specifically assigned by the Board of Directors of the Company

The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

During the financial year 2014-15 the Company has not received any compliant from the shareholders of the Company.

21. Disclosure under the Sexual Harassment of Women at work place (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. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2014-15.

22. Secretarial Audit Report:

Since the Company was not listed during the financial year 2014-15, Secretarial Audit was not applicable. However, your Board has proposed to appoint Mr. Hemanshu Kapadia, proprietor of M/s. Hemanshu Kapadia and Associates, Practicing Company Secretaries, as a Secretarial Auditor for the financial year 2015-16.

23. Number of meetings of the Board of Directors:

The Board of Directors met Ten (10) times during the Financial Year. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meeting are as under:

Sr. No. Type of Meeting Date

1. Board Meeting April 25, 2014

2. Board Meeting July 5, 2014

3. Board Meeting August 1, 2014

4. Board Meeting August 25, 2014

5. Board Meeting September 2, 2014

6. Board Meeting October 10, 2014

7. Board Meeting November 6, 2014

8. Board Meeting December 29, 2014

9. Board Meeting February 20, 2015

10. Board Meeting March 5, 2015

24. Particulars of loans. guarantees or investments under section 186:

During the year under review, the Company has not provided any loans, made investments, gave guarantees or subscribed/purchased securities under Section 186 of the Companies Act, 2013. However, the Company has given loan to employees.

25. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arms' length under third proviso, in prescribed Form No. AOC-2 is appended as Annexure 3 to the Board's Report.

26. Directors' Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,

your Directors subscribe to the Directors Responsibility Statement and state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed. However, there are no material departures;

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

c) the Directors had 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 had prepared the annual accounts on a going concern basis; and

e) the Directors, had laid down internal financial controls to be followed by the Company and such financial controls are adequate and were operating efficiently.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

27. Managerial Remuneration:

A. Since our Company was not listed on stock exchange during the financial year 2014-15, the disclosure of Details of the remuneration of each director to the median remuneration of the employees of the Company as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not required.

B. There were no employees during the year or part of the year drawing remuneration, which falls within the preview of the provisions of Section 197(12) of the Companies Act, 2013, as amended from time to time read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement for the same is not attached.

28. Management Discussion And Analysis:

Since our Company was not listed on Stock Exchange during the financial year, the disclosure of Management Discussion and Analysis Report for the financial year is not required.

29. Report on Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At you Company, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

As our Company was not listed on stock exchange during the financial year 2014-15 clause 52 of the Listing Agreement was not applicable, hence the disclosure of report on Corporate Governance is not required, however the Company has complied with the provisions of Corporate Governance pursuant to Clause 52 of the Listing Agreement since listing i.e. April 15, 2015.

30. Corporate Social Responsibility (CSR):

Your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee. However, the Company believes in CSR policy in principal and proposes to formulate the CSR Committee in future.

31. Risk Assessment and Management:

The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, Competition, Technology obsolescence, reputational and other risks. The Company recognises that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

32. Internal Control System and their Adequacy:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well defined budget monitoring process and other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically review the Internal Control and Financial Reporting process prevalent in the Company. On a periodical basis, the Board also engages the services of professional experts in the said field in order to ensure that the financial controls and systems are in place.

33. Change in Registered office:

The Registered Office of your Company was situated at Plot No. 27, Balaji Sadan, 6th Floor, No. 16, K. A. Subramaniam Road, King Circle, Matunga, Mumbai - 400019. For operational convenience, your Company has shifted its Registered Office to premises taken on lease at Office No. 1501, Synergy Business Park, Sahakar Wadi, next to Synthofine Industrial Estate, Off Aarey Road, Goregaon (East), Mumbai - 400063. w.e.f. November 29, 2014.

34. Green Initiative:

Your Directors would like to draw your attention to the recent Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs allowing paperless compliances and also service of notice/documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby once again appeal to all those members who have not registered their e-mail addresses so far are requested to register their e-mail address in respect of electronic holdings with their concerned depositary participants and / or with the Company.

35. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers, professionals and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation. Further, The Board of Directors expresses their deep gratitude for the co-operation and support extended by "M/s. Pantomath Capital Advisors Private Limited" Merchant banker to the Public issue and "M/s. Choice Equity Broking Private Limited" Market Maker appointed for public issue.

For and on behalf of Board of Directors Filtra Consultants and Engineers Limited,

Sd/- Ketan Khant Chariman and Managing Director (DIN:03506163)

Address: 17-34-A, Kutchi House, Brahmanwada Road, Matunga, Mumbai - 400019

Date: August 1, 2015 Place: Mumbai

Registered Office:

1501, Synergy Business Park, Sahakar Wadi, Off Aarey Road, Near Synthofine Industrial Estate, Goregaon (E), Mumbai 400063