Dear Members, Your Directors have pleasure in presenting the 8th
(Eighth) Annual Report on the business and operations of your Company along with the
Audited Financial Statements for the Financial Year ended March 31,2024.
FINANCIAL PERFORMANCE
The financial performance of your Company for the Financial Year ended
March 31,2024 is summarised below:
(Rs. in million)
Particulars |
Standalone |
Consolidated |
|
Financial Year
ended |
Financial Year
ended |
|
March 31, 2024 |
March 31, 2023 |
March 31, 2024 |
March 31, 2023 |
Revenue from Operations |
9,186.63 |
9,038.72 |
9,787.25 |
9,426.60 |
Other Income |
200.24 |
135.26 |
145.29 |
116.31 |
Total Income |
9,386.87 |
9,173.97 |
9,932.54 |
9542.91 |
Profit before Finance Cost, Depreciation,
Impairment and Amortisation expenses |
1,954.59 |
1,842.44 |
2,057.70 |
1,951.43 |
Less: Finance Cost |
76.71 |
87.89 |
101.50 |
99.91 |
Profit before Depreciation, Impairment and
Amortisation expenses |
1,877.88 |
1,754.55 |
1,956.20 |
1,851.52 |
Depreciation, Impairment & Amortisation
expenses |
293.35 |
242.01 |
368.10 |
273.41 |
Profit before Taxes |
1,584.53 |
1,512.54 |
1,588.10 |
1,578.11 |
Less: Provision for Current Tax |
406.11 |
394.69 |
415.50 |
404.98 |
Provision for Deferred Tax |
(3.27) |
1.15 |
(12.25) |
2.01 |
Tax adjustments for the earlier years |
0.04 |
0.72 |
0.05 |
0.72 |
Profit for the year |
1,181.65 |
1,115.98 |
1,184.81 |
1,170.39 |
Transfer to General Reserve |
NIL |
NIL |
NIL |
NIL |
EPS (Basic and diluted) (amount in ') |
12.11 |
11.95 |
12.19 |
12.54 |
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company for the Financial
Year 2023-24 ('2023-24') ended March 31,2024 are prepared in compliance with the
applicable provisions of the Companies Act, 2013 ('the Act'), Indian Accounting Standards
('Ind AS') and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) Regulations'] which shall also be
provided to the Members in their forthcoming Annual General Meeting ('AGM').
PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS
During the year under review, the Standalone revenue from operations
increased by 1.64% to ' 9,186.63 million as against ' 9,038.72 million in
the previous financial year. The net profit after tax increased by 5.89% to '
1,181.65 million as against ' 1,115.98 million in the previous financial year. The
consolidated revenue from operations increased by 3.83% to ' 9,787.25 million as
against ' 9,426.60 million in the previous financial year. The consolidated net
profit
after tax increased by 1.23% to ' 1,184.81 million as against '
1,170.39 million in the previous financial year.
In India, our products reach consumers through a diverse nationwide
sales and distribution network, consisting of super-stockists, distributors, direct
dealers, wholesalers and retailers. Besides traditional distribution channels, our
products are also sold through modern retail outlets, as well as e-commerce platforms. We
provide customised corporate gifting products to our corporate customers. Our Company has
the largest distributor/dealer network and wholesale/retailer network, in the writing
instruments segment in India, comprising approximately 150+ superstockist, 8,000+
distributors/dealers and approximately 330,000+ wholesalers/retailers, as of March 31,
2024. We also conduct distribution through our Company's Flair Sporty division, which is
the super-stockist for the Mumbai region. We had 68 international distributors catering to
a specific region or country. Our products were sold by us and our distributors in 95
countries as of March 31, 2024. We also manufacture writing instruments as an OEM for
export and domestic markets for certain international companies.
PUBLIC DEPOSITS
Your Company has not accepted any deposits during the year under review
falling within the ambit of Section 73 of the Act and the Companies (Acceptance of
Deposits) Rules, 2014.
TRANSFER TO GENERAL RESERVE
Your Company has not transferred any amount to General Reserve for the
year 2023-24.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of
business of the Company.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of the Company in their meeting held on June 09,
2023 approved and adopted a Policy on Distribution of Dividend to comply with Regulation
43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at
https://flairworld.in/DataFiles/ CorporateGovernance/CorporatePolicies/Corporatepolicy_
Dividend_Distribution_Policy.pdf
DIVIDEND
With just four months of being listed as of 31st March 2024 and after
careful consideration, the Directors have elected not to propose a dividend for the
financial year ended March 31,2024.
Material changes affecting the financial position of the Company
occurred between the end of the financial year and the date of the report
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year and the date of this report.
CHANGE IN SHARE CAPITAL
The Authorised Share Capital of the Company is ' 550,000,000/-
(Rupees Five Hundred Fifty million only) divided into 1,100,000,000 (Eleven Hundred
million) Equity Shares of face value of ' 5/- (Rupees Five only) each.
PRIVATE PLACEMENT, INITIAL PUBLIC OFFERING & LISTING OF EQUITY
SHARES OF THE COMPANY
During the year under review, your company has issued 2,401,315 equity
shares of face value of ' 5/- each at price of ' 304/- per equity share
including premium of ' 299/- per
equity share aggregating to ' 730 million on a preferential
basis through private placement to Volrado Venture Partners Fund III BETA.
Subsequently, your Company made an Initial Public Offering
("IPO" or "Issue") of 19,506,578 equity shares of face value of '
5/- each of the Company for cash at a price of ' 304/- per equity share, including
a premium of ' 299/- per equity share aggregating to ' 5,930 million,
comprising of a fresh issue of 9,605,263 equity shares aggregating to ' 2,920
million and an offer for sale of 9,901,315 equity shares aggregating up to ' 3,010
million by the selling shareholders. The issue opened on November 22, 2023 and closed on
November 24, 2023. The issue was led by book running Lead Managers viz. Nuvama Wealth
Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital
Limited.
Details of changes in paid-up equity share capital and Equity shares
during the year under review, are as under:
Amount in '
Particulars |
No. of Equity shares |
Paid-up Equity Share
Capital |
At the beginning of the year, i.e. as on April
01,2023 |
9,33,88,800 |
46,69,44,000 |
Private placement of equity shares |
24,01,315 |
1,20,06,575 |
Issue of shares in Initial Public Offering |
96,05,263 |
4,80,26,315 |
At the end of the year, i.e. as on March
31,2024 |
10,53,95,378 |
52,69,76,890 |
The Company successfully completed the IPO process and the equity
shares of the Company were listed on National Stock Exchange of India Limited and BSE
Limited on December 01,2023.
PROCEEDS FROM INITIAL PUBLIC OFFERING
The details of the proceeds of the Fresh Issue are set forth below:
Particulars |
' in million |
Gross Proceeds of the Fresh Issue |
2,920.00 |
(Less) Net of provisional IPO Expenses |
189.63 |
Net Proceeds |
2,730.37 |
The utilisation of funds raised through IPO have been mentioned
hereunder:
(Rs. in million)
Mode |
Objects |
Amount~Allocated |
Amount Utilised as on
March 31,2024 |
IPO |
Setting up the New Valsad
Unit |
559.93 |
13.89 |
|
Funding capital expenditure
of our Company and our Subsidiary, FWEPL |
867.48 |
279.64 |
|
Funding working capital
requirements of our Company and our Subsidiaries, FWEPL and FCIPL |
770.00 |
440.00 |
|
Repayment/pre- payment, in
part or full, of certain borrowings availed by our Company and Subsidiaries, FWEPL and
FCIPL |
430.00 |
430.00 |
|
General corporate purposes |
102.96 |
82.44 |
Your Company has appointed ICRA Limited as Monitoring Agency in terms
of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations,2018 ("ICDR Regulations"), as amended from time to
time, to monitor the utilisation of IPO proceeds and the Company has obtained monitoring
reports from the Monitoring Agency from time to time confirming no deviation or variation
in the utilisation of proceeds of the IPO from the objects stated in the Prospectus dated
November 25, 2023. The Company has submitted the statement(s) and report as required under
Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements Regulations),
2015 ("Listing Regulations") to both the exchanges where the shares of the
Company are listed, namely, National Stock Exchange of India Limited and BSE Limited and
on timely basis.
Your Directors would like to thank the merchant bankers - Nuvama Wealth
Management Limited (formerly known as Edelweiss Securities Limited) and Axis Capital
Limited and legal counsels involved with the IPO - S&R Associates and Induslaw and
Registrar to the Offer - Link Intime India Private Limited and Statutory Auditors of our
company - M/s. Jeswani & Rathore, Chartered Accountants and our Strategic Advisors for
helping the Company in achieving
successful IPO and listing. Your Directors would also like to thank the
regulators SEBI and ROC for enabling the Company to take its equity story to the public
market. Your Directors would like to express the appreciation to the Stock Exchanges for
extending co-operation in the listing process. Last but not the least, your Directors
extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing
their continuous trust and faith in the Company & its management.
SUB-DIVISION/SPLIT OF EQUITY SHARES
During the year under review, there has been no change in the face
value of Issued, Subscribed and Paid-up Equity Share Capital of the Company. The face
value of Issued, Subscribed and Paid-up Equity Share Capital is ' 5/- each fully
paid-up.
RELATED PARTY TRANSACTIONS
In compliance with Sections 177 and 188 of the Act, along with relevant
Rules and Regulation 23 of SEBI (LODR) Regulations, your Company obtained prior approval
from the Audit Committee before engaging in related party transactions.
Throughout the fiscal year 2023-24, all related party transactions
(RPTs), as defined under the Act and Listing Regulations, were conducted in the ordinary
course of business and at arm's length. These transactions did not fall under the
purview of Section 188 of the Act of 2013 and its associated rules. No significant
transactions with related parties that posed conflicts of interest necessitated Company
approval as per Listing Regulations.
Furthermore, there were no such transactions that necessitated
reporting in Form No. AOC-2, as per Section 134(3)(h) in conjunction with Section 188 of
the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Routine transactions with
related parties, such as promoters, holdings, subsidiaries, and associates, were reported
in compliance with Indian Accounting Standard 24 (IND AS 24), detailed in the Annual
Report for the year ending March 31,2024.
The Company has established a Policy on Related Party Transactions in
accordance with the Act and SEBI (LODR) Regulations. This policy ensures comprehensive
processes for reporting, approval, and disclosure of transactions between the Company and
related parties. The policy document is available for reference on the Company's
website at https://flairworld.in/DataFiles/CorporateGovernance/
CorporatePolicies/Corporatepolicy_Policy_on_Materiality_
of_Related_Party_Transactions.pdf..
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees or Investments covered under the
provisions of Section 186 of the Act are given in the Notes to the Standalone Financial
Statements.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
Your Company has two subsidiaries, viz. - Flair Writing Equipments
Private Limited (FWEPL') and Flair Cyrosil Industries Private Limited (FCIPL').
The Company does not have any associates and joint venture companies.
To comply with the provisions of Section 129(3) of the Act, a separate
statement containing salient features of Financial Statements of Subsidiaries, Associates
and Joint Venture of your Company (including their performance and financial position) in
prescribed Form AOC-1 forms part of this annual report as Annexure I.
Financial Statements of the aforesaid Subsidiary companies are kept
open for inspection by the Members at the Registered Office of your Company on all days
except Saturday, Sunday and Public Holiday up to the date of AGM
i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m. as required under
Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial
Statements may write to the Company at its Registered Office or Corporate Office. The
Financial Statements including the Consolidated Financial Statements and all other
documents required to be attached with this Report have been uploaded on website of the
Company under Investor Relations page at https://flairworld.in/.
To comply with the provisions of Regulation 16(c) of SEBI (LODR)
Regulations, the Board of Directors of the Company have approved and adopted a Policy for
determination of Material Subsidiary. As on March 31, 2024, none of the subsidiaries are
identified as a material subsidiary of the Company in terms of the said Policy. Policy for
determination of Material Subsidiary is uploaded on website of the Company at
https://flairworld.in/DataFiles/CorporateGovernance/
CorporatePolicies/Corporatepolicy_Policy_on_Determining_ Material_Subsidiary.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
To comply with the provisions of Section 152 of the Act and in terms of
the Articles of Association of the Company, Mr. Mohit Khubilal Rathod (DIN: 00122951) and
Mr. Sumit Rathod (DIN: 02987687) Whole-time Director(s) are liable to retire by rotation
at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on
the recommendation of Nomination and Remuneration
Committee ('NRC'), recommended their re-appointment for
consideration by the Members at the ensuing AGM. Company has received declarations from
all the Independent Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Act and Regulation 16(1 )(b)
of the SEBI (LODR) Regulations and are in compliance with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. Further, the Independent
Directors have also confirmed that they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or impact their ability
to discharge their duties as Independent Directors of the Company.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standards of integrity (including the proficiency) and fulfils the conditions specified in
the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible &
independent of the management.
None of the Directors of the Company are disqualified as per the
provisions of Section 164 of the Act. The Directors of the Company have made necessary
disclosures under Section 184 and other relevant provisions of the Act. Brief resume and
other details of the Directors being appointed/ re-appointed at the ensuing AGM as
stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of
India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the
Notice of ensuing AGM.
Further, NRC and Board of Directors of the Company in their meetings
held on May 25, 2024 and May 27, 2024 respectively approved and recommended the
appointment of Mr. Deven Bipin Shah (DIN: 00604010) as a Non-Executive - Independent
Director of the Company, not liable to retire by rotation, with effect from May 27, 2024
for approval of the Members at the ensuing AGM of the Company. The Company has received a
notice in writing under Section 160 of the Act from a member proposing his candidature for
the office of Director and Mr. Deven Bipin Shah has also consented to act as Non-Executive
- Independent Director of the Company and affirmed that he is not debarred from holding
the office of Director by virtue of any order of SEBI or any other such Authority. The NRC
and Board of Directors are of the view that his skill, background and experience are
aligned to the role and capabilities identified by NRC and that he is eligible for
appointment as a Non-Executive Independent Director of the Company.
KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Khubilal Jugraj Rathod- Chairman
(DIN: 00122867), Mr. Vimalchand Jugraj Rathod (DIN- 00123007)- Managing Director, Mr.
Rajesh Khubilal Rathod (DIN - 00122907), Mr. Mohit Khubilal Rathod (DIN- 00122951) and Mr.
Sumit Rathod (DIN- 02987687) Wholetime Directors of the Company and Mr. Mayur Gala, Chief
Financial Officer, Mr. Vishal Chanda, Company Secretary and Compliance officer of the
Company, continued to be the Key Managerial Personnel of your Company in accordance with
the provisions of Section 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
BOARD EVALUATION
To comply with the provisions of Section 134(3)(p) of the Act and Rules
made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried
out the annual performance evaluation of the Directors individually including the
Independent Directors (wherein the concerned Director being evaluated did not
participate), Board as a whole and following Committees of the Board of Directors:
i. Audit, Risk Management and Ethics Committee;
ii. Nomination and Remuneration Committee;
iii. Stakeholders' Relationship Committee; and
iv. Corporate Social Responsibility Committee.
The manner in which the annual performance evaluation has been carried
out is explained in the Corporate Governance Report which forms part of this report. Board
is responsible to monitor and review the evaluation framework.
Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations,
Independent Directors also evaluated the performance of Non-Independent Directors,
Chairman and Board as a whole at a separate meeting of Independent Directors.
BOARD AND COMMITTEES OF THE BOARD
The number of meetings of the Board and various Statutory Committees of
the Board including composition are set out in the Corporate Governance Report which forms
part of this report. The intervening gap between the meetings was within the period
prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.
REMUNERATION POLICY
To comply with the provisions of Section 178 of the Act and Rules made
thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company's Remuneration
Policy for Directors, Key Managerial Personnel (KMP), Senior
Management and other Employees of the Company is uploaded on website of
the Company at https:// www.flairworld.in/DataFiles/CorporateGovernance/
CorporatePolicies/Corporatepolicy_Nomination_ Remuneration_Policy.pdf.
The Policy includes, inter alia, the criteria for appointment and
remuneration of Directors, KMPs, Senior Management Personnel and other employees of the
Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF
EMPLOYEES
The statement of disclosure of remuneration under Section 197 of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('Rules'), is attached to this report as Annexure - II.
Further, as per second proviso to Section 136(1) of the Act read with
Rule 5 of the Rules, the Board's Report and Financial Statements are being sent to
the Members of the Company including the statement of particulars of employees as required
under Rule 5(2) of the Rules. The said statement is also available for inspection by the
Members at the Registered Office of your Company on all days except Saturday, Sunday and
Public Holiday up to the date of AGM
i.e. August 22, 2024 between 11:00 a.m. to 5:00 p.m.
AUDITORS AND AUDITOR'S REPORT
A. Statutory Auditors:
I n compliance with the Section 139 of the Companies Act, 2013 and
Companies (Audit and Auditors) Rules, 2014, M/s. Jeswani & Rathore, Chartered
Accountants, (FRN: 104202W) were re-appointed as Statutory Auditors of the Company by the
shareholders of the Company in its Seventh Annual General Meeting held on June 26, 2023,
to hold office for a period of 3 (three) consecutive years from the conclusion of the 7th
(Seventh) Annual General Meeting until the conclusion of the 10th (Tenth) Annual General
Meeting to be held in year 2026. They have also confirmed that they are not disqualified
from continuing as Statutory Auditors of the Company.
The Statutory Auditor's Report for the 2023-24 does not contain
any qualification, reservation or adverse remark and forms part of the Annual Report. The
Statutory Auditors have not reported any fraud under Section 143(12) of the Act.
B. Cost Audit
I n terms of Section 148 of the Act and the Companies (Cost Records and
Audit) Rules, 2014, Cost Audit is not applicable on the Company for the year 2023-24.
C. Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Rules made there under, the Board of Directors on recommendation of the Audit
Committee, have appointed M/s. KPUB & Co, Company Secretaries (Firm Registration No.:
P2015MH069000) to conduct Secretarial Audit of your Company.
The Secretarial Audit Report for the 2023-24 does not contain any
reservation, qualification or adverse remark and is attached to this report as Annexure -
III.
D. Internal Auditors:
The Board of Directors of the Company has appointed M/s. ASA &
Associates LLP Chartered Accountants (Registered No. AAB- 7688) as the Internal Auditor of
the Company for the 2023-24. The reports submitted by the Internal Auditor have been
reviewed by the Audit Committee at regular intervals.
E. Internal Financial Controls
Your Company has in place adequate Internal Financial Controls. The
report on Internal Financial Controls issued by M/s. Jeswani & Rathore, Chartered
Accountants, Statutory Auditors of the Company is annexed to the Audit Report on the
Financial Statements of the Company and does not contain any reportable weakness in the
Company.
F. Quality Certification
The Company continued to have ISO 9001:2008 certification for 'Quality
Management System Standard' and ISO 14001:2004 certification for 'Environment
Management System Standard'.
G. Risk Management
Risk Management is integral to your Company's strategy and for the
achievement of our long-term goals. Our success as an organisation depends on our ability
to identify and leverage the opportunities while managing the risks.
The Risk Management Committee of the Company has been entrusted by the
Board with the responsibility of reviewing the risk management process in the Company and
ensuring that the risks are brought within acceptable limits. There is no major risk which
may threaten the existence of the Company. Our approach to risk management is designed to
provide reasonable assurance that our assets are safeguarded, the risks facing the
business are being assessed and mitigated and all information that may be required to be
disclosed is reported to Company's Senior Management, the Audit Committee, the Risk
Management Committee
and the Board. Your Company has framed and implemented a robust Risk
Management Policy for the assessment, evaluation and minimisation of risk, which may be
accessed at https://www.flairworld.in/ DataFiles/CorporateGovernance/CorporatePolicies/
Corporatepolicy_Risk_Management_Policies_and_ Procedure.pdf.
H. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
To comply with the provisions of Section 134 of the Act and Rules made
thereunder, your Company has complied with the provisions relating to constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no
complaint was received under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
I. Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177 of the Act and Regulation 22
of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism/Whistle Blower
Policy to provide a platform to the Directors and Employees of the Company to raise
concerns regarding any irregularity, misconduct or unethical matters/ dealings within the
Company. The same is detailed in the Corporate Governance Report which forms part of this
report as Annexure VIII.
J. Corporate Social Responsibility (CSR)
Your Company has a Corporate Social Responsibility Policy which is
uploaded on website of the Company at https://www.flairworld.in/DataFiles/
CorporateGovernance/CorporatePolicies/
Corporatepolicy_Corporate_Social_Responsibility.pdf. Annual Report on CSR activities for
the year 2023-24 as required under Sections 134 and 135 of the Act read with Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies
(Accounts) Rules, 2014 is attached to this report as Annexure - IV.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the
Act, the Directors state that:
a) I n the preparation of the annual accounts for the year 2023-24 the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) they 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 your Company as at March 31,2024 and
of the profits of the Company for the period ended on that date;
c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
d) t he annual accounts have been prepared on a going concern basis;
e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls were adequate and
operating effectively; and
f) proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
OTHER INFORMATION
I. Management Discussion & Analysis Report
Management Discussion & Analysis Report for the Financial Year
2023, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of
the Annual Report as Annexure - V.
II. Business Responsibility and Sustainability Report
Business Responsibility and Sustainability Report for the 2023-24
describing the initiatives taken by the Company from an Environment, Social and Governance
perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part
of the Annual Report as Annexure VI.
III. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure
VII.
IV. Corporate Governance Report
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India. The report
on Corporate Governance as stipulated under the SEBI (LODR) Regulations
is attached to this report as Annexure VIII.
The certificate from M/s. KPUB & Co, Practicing Company Secretaries
confirming compliance with the conditions of corporate governance is also attached to the
Corporate Governance Report.
AWARDS/RECOGNITIONS
Your Company has received the following awards:
Award for Top Exporter for FY 2022-23 and 2021-22 to the Company from
the Plastic Export Promotion Council in the category for writing instruments.
Listing
The Equity Shares of the Company are listed on the National Stock
Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide
trading terminals. Annual listing fee for the 2023-24 has been paid to the National Stock
Exchange of India Limited and BSE Limited.
Annual Return
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return
of the Company is uploaded on website of the Company at
https://www.flairworld.in/investor- relation.aspx
Research and Development
During the year under review, no Research & Development was carried
out.
Cautionary Statement
Statements in the Board's Report and the Management Discussion
& Analysis Report describing the Company's objectives, expectations or forecasts
may be forward looking within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.
General
Your Directors confirm that no disclosure or reporting is required in
respect of the following items as there was no transaction on these items during the year
under review:
1. Issue of equity shares with differential voting rights as to
dividend, voting or otherwise.
2. The Whole-time Directors of the Company does not receive any
remuneration or commission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
4. Issue of Sweat Equity Shares.
5. No application made or any proceeding pending under Insolvency and
Bankruptcy Code, 2016 as at the end of the year 2023-24.
ACKNOWLEDGEMENT
Your Company's organisational culture upholds professionalism,
integrity and continuous improvement across all functions as well as efficient utilisation
of the Company's resources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation for the
sincere services rendered by employees of the Company at all levels. Your Directors also
wish to place on
record their appreciation for the valuable co-operation and support
received from various Government Authorities, Banks/Financial Institutions and other
stakeholders such as members, customers and suppliers, among others. Your Directors also
commend the continuing commitment and dedication of employees at all levels which has been
vital for the Company's success. Your Directors look forward to their continued
support in future.
For and on behalf of the Board of Directors For Flair Writing
Industries Limited
Khubilal Jugraj Rathod
Chairman
Date: July 30, 2024 Place: Mumbai