Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 29thAnnual Report with
the Statements of Accounts for the year ended 31st March, 2015.
1. Financial Results / State of Company's Affairs
During the year under review, the Company has earned total income of
Rs. 88,35,969/- and earned a profit of Rs. 19,33,004/- after providing
for provision for taxation of Rs. 12,85,313/- (including provision for
Deferred Tax). Your Directors are hopeful of achieving better results
in current year.
For the year ended For the year ended
Particulars 31st March, 2015 31st March, 2014
Profit Before
Depreciation and Tax 32,84,339 42,75,208
Depreciation 66,022 1,84,508
Profit before Tax 32,18,317 40,90,700
Provision for Tax (10,00,000) (13,00,000)
Deferred Tax 2,796 24,304
Previous Years Adjustments (2,88,109) (15,28,804)
Profit After Tax 19,33,004 12,86,200
Transferred to General Reserve 3,86,601 NIL
Surplus in the Statement
of P & L Account 1,15,45,454 99,99,051
Previous year's Figures have been regrouped / rearranged wherever
necessary
2. Operations of the Company
The overall performance during the year under review has not been quite
satisfactory due to recession in the overall market. The Company is
deploying its resources in the best possible way to increase business
volumes and plans to achieve increased turnover in the current year.
3. Dividend
Considering the need to conserve resources for future projects, your
Directors have not recommended any dividend for the financial year
ended 31st March, 2015.
4. Share Capital
During the year under review, there was no change in the share capital
structure and the paid up capital of the Company.
5. Public Deposits
Your Company has neither accepted / renewed any deposits from public
during the year nor has any outstanding deposits in terms of Section 77
of the Companies Act, 2013. Further there were no Deposits which are
not in compliance of the requirements of Chapter V of the Act.
6. Particulars of Loans, Guarantees or Investments
Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.
7. Particulars of contracts or arrangements with related parties
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with related parties which may
have potential conflict with interest of the company at large. The
particulars of such 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 are attached herewith in Annexure I in Form No.
AOC -2.
All Related Party transactions were placed before the Audit Committee
and the Board for Approval. The Company has framed a Related Party
Transactions Policy for purpose of identification and monitoring of
such transactions.
The Policy of Related party transactions/Disclosures are approved by
the Board is posted on the Company's website viz www.polytexindia.com.
8. Number of meetings of Board of Directors
During the Financial year under review, the Company had 7 Board
Meetings on 27.05.2014, 14.07.2014, 12.08.2014, 18.10.2014, 14.11.2014,
28.01.2015 and 31.03.2015 in accordance with the provisions of the
Companies Act, 2013 and rules made thereunder and all Directors have
attended all meetings during the year under review.
Additionally, during the financial year ended March 31, 2015 the
Independent Directors held a separate meeting on 31.03.2015 in
compliance with the requirements of Schedule IV of the Companies Act,
2013 and Clause 49(II)(B)(6) of the Listing Agreement. Mr. Milind
Maladkar and Ms. Kranti Bhowad have attended the Independent Directors
meeting.
9. Directors
As per the provisions of Section 152 of the Companies Act, 2013, Mr.
Arvind Mulji Kariya, Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible offer himself for re
- election.
Mr. Vishram Kambli resigned as an Independent Director w.e.f. 1st
February, 2015 due to his preoccupation in the other assignment and due
to which he was unable to devote his sufficient time to the business of
the Company. The Board wishes to place on record its sincere
appreciation and gratitude for the invaluable contribution made by him
during his tenure with the Company.
The Board of Directors at its meeting held on 31st March, 2015, on the
recommendation of the Nomination and Remuneration Committee, had
appointed Mr. Sachchidanand Rajaram Adam as Additional Independent
Director of the Company w.e.f. 31st March, 2015 and holds the said
office till the date of the Annual General Meeting. Your Directors seek
your confirmation for appointment of Mr. Sachchidanand Rajaram Adam as
Independent Director for a term upto five consecutive years i.e. from
31st March, 2015 to 31st March, 2020, on nonrotational basis.
At the Board Meeting held on 18th October, 2014, Mr. Paresh Mulji
Kariya, Whole Time Director was designated as Key Managerial Personnel
and Mr. Arvind Mulji Kariya, Whole-Time Director was designated as
Chief Financial Officer of the Company to comply with the provisions of
Section 203 of the Companies Act, 2013.
Ms. Reshma Pujari has been appointed as Company Secretary of the
Company and designated as Key Managerial Personnel in compliance of the
provisions of Section 204 of the Companies Act, 2013.
Mr. Milind Maladkar and Ms. Kranti Bhowad were appointed as Independent
Directors of the Company at the Annual General Meeting (AGM) of the
Company held on 29th September, 2014. All Independent Directors have
given declarations that they meet the criteria of Independence as laid
down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
10. Directors' Responsibility Statement
Pursuant to the provisions Section 134 (5) of the Companies Act, 2013
("the Act"), the Board of Directors hereby confirms that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures, if any;
ii) such accounting policies have been selected 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 on 31st March, 2015 and the profits of the Company the
year ended on that date;
iii) proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
iv) the annual accounts have been prepared for the year ended 31st
March, 2015 on a going concern basis;
v) internal financial controls have been laid down to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
vi) proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems are adequate
and operating effectively.
11. Board Evaluation
In terms of Clause 49 of the listing agreement the Board shall monitor
and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of
its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that the
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The Nomination and Remuneration Committee of the Board has formulated a
Performance Evaluation Framework, under which the Committee has
identified the criteria upon which every Director shall be evaluated.
The Policy also provides the manner in which the Directors, as a
collective unit in the form of Board Committees and the Board should
function and perform.
Pursuant to provisions of Companies Act, 2013, Schedule IV and Clause 49
of the Listing Agreement, the Board has carried out an Annual
Performance Evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees.
In line with effective governance requirements, the Board reviews its
own performance annually using a pre-determined template designed as a
tool to facilitate the evaluation process. The assessment was built
around the functioning of the Board as a whole, its Committees and also
the evaluation of Individual Directors.
While the individual directors' performance was reviewed by the
Chairman and the rest of the Board excluding the Director being
evaluated, the Chairman's and Non-independent Directors performance was
appraised through feedback from Independent Directors.
12. Policy relating to remuneration of Directors, Key Managerial
Personnel and other Employees
In terms of the provisions of section 178 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014
and clause 49(IV)(B) of the Listing Agreement, the Company duly
re-designated the Remuneration Committee as Nomination and Remuneration
(N&R) Committee and as on 31.03.2015, the NRC comprises of the
following members:
Mr. Milind Maladkar - Chairman
Ms. Kranti Bhowad
Mr. Sachchidanand Rajaram Adam
The Nomination and Remuneration Committee identified persons who are
qualified to become Directors and who may be appointed in Senior
Management in accordance with the laid down criteria, recommend to the
Board their appointment and renewal and shall carry out evaluation of
every Director's performance. The Committee formulates criteria for
determining qualifications, positive attributes and independence of a
Director and recommends to the Board a policy, relating to the
remuneration for the directors, key managerial personnel and other
employees.
The Remuneration policy reflects the Company's objectives for good
corporate governance as well as sustained and long-term value creation
for stakeholders'. The Policy will also help the Company to attain
optimal Board diversity and create a basis for succession planning. In
addition, it is intended to ensure that -
a) the Company is able to attract, develop and retain high-performing
and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned
remuneration package, with fixed salaries being a significant
remuneration component, as permissible under the Applicable Law;
c) remuneration of the Executives are aligned with the Company's
business strategies, values, key priorities and goals.
Detailed Policy is given under the corporate governance segment of the
Annual Report.
During the year, the Committee met for 5 times in the year on
14.07.2014, 12.08.2014, 18.10.2014, 28.01.2015 and 31.03.2015.
Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
the 31.03.2015, rest all committee members have attended all the
meetings during the year under review
13. Stakeholders Relationship Committee:
Your Company re-aligned its existing 'Shareholders Grievance & Share
Transfer Committee' as 'Stakeholders Relationship Committee' with
enhanced scope and functioning. The Stakeholders Relationship Committee
comprises of following as members of the Committee as on 31.03.2015:
Mr. Milind Maladkar - Chairman
Ms. Kranti Bhowad
Mr. Sachchidanand Rajaram Adam
During the year, the Committee met for 4 times in the year on
27.06.2014, 26.09.2014, 18.12.2014 and 26.03.2015.
Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
the 31.03.2015, rest all committee members have attended all the
meetings during the year under review.
14. Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules, 2014, R. Sundaresan Aiyar
& Co., Chartered Accountants, the Statutory Auditors of the Company,
hold office upto the conclusion of the Thirty First (31st) Annual
General Meeting. However, their appointment as Statutory Auditors of
the Company is subject to ratification by the Members at every Annual
General Meeting. The Company has received a certificate from the above
Auditors to the effect that if their appointment is ratified, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013.
15. Auditor's Report
The Auditor's Report to the Members on the Accounts of the Company for
the financial year ended 31st March, 2015 does not contain any
qualifications, reservations or adverse remarks.
16. Details Of Fraud Reported By Auditors
There were no frauds which are reported to have been committed by
employees or officers of the Company. The statutory auditors of the
Company have vide their report of even date confirmed that no fraud by
the Company and no material fraud on the Company has been noticed or
reported during the year.
17. 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. Martinho Ferrao
& Associates, Practising Company Secretaries, to conduct Secretarial
Audit for the financial year 2014-15. The Secretarial Audit Report for
the financial year ended March 31, 2015 is annexed herewith marked as
Annexure II to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.
18. Audit Committee
As on 31.03.2015, the Company has an Audit Committee comprising of the
following three NonExecutive and Independednt Directors:
Mr. Milind Maladkar - Chairman Ms. Kranti Bhowad
Mr. Sachchidanand Rajaram Adam
During the year under review, the Board has accepted all the
recommendation of the Audit Committee.
During the year, the Committee met for 5 times in the year on
27.05.2014, 12.08.2014, 18.10.2014, 14.11.2014 and 28.01.2015.
Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
the 31.03.2015, rest all committee members have attended all the
meetings during the year under review
19. Internal Financial Controls
The Internal Financial Controls with reference to financial statements
as designed and implemented by the Company are adequate. Further
Directors are personally overview the adequacy of internal controls.
During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
20. Whistle Blower/ Vigil Mechanism for Directors and Employees
In Compliance with the provisions of section 179(9) of the Companies
Act, 2013 read with Clause 49(II)(F) of the listing Agreement, the
Board of Directors of the Company has adopted a Whistle Blower Policy
as a vigil mechanism for directors and employees of the Company. The
Whistle Blower Policy is disclosed on the Company's website
www.polytexindia.com.
21. Risk Management Policy
During the year, your Directors have constituted a Risk Management
Committee and has formulated a Risk Management Policy which aims at
enhancing shareholders' value and providing an optimum risk reward
tradeoff. The risk management approach is based on a clear
understanding of the variety of risks that the organization faces,
disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
As on 31.03.2015, the Company has a Risk Management Committee
comprising of the following 3 Non-Executive and Independent Directors
and 1 Executive Director:
Mr. Milind Maladkar - Chairman Ms. Kranti Bhowad Mr. Sachchidanand
Rajaram Adam Mr. Paresh Kariya
During the year, the Committee met for one time in the year on
28.05.2014.
Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
the 31.03.2015, rest all committee members have attended all the
meetings during the year under review
22. Familiarization Programme For Independent Directors:
Pursuant to requirements of Clause 49 of the Listing Agreement, the
Company has a familiarization programme for Independent Directors with
regard to their role, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business model of the
Company etc. The Board Members are provided with all necessary
documents/ reports and internal policies to enable them to familiarise
with the Company's procedures and practices and keep themselves abreast
of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz;
www.polytexindia.com.
23. Material changes and commitment affecting the financial position
of the company occurred between the end of the financial year to which
this financial statements relate 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 to which
this financial statements relate and the date of this report.
24. 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 any Regulator or
Court or Tribunal which would impact the going concern status and the
Company's operations in future.
25. Subsidiaries, Joint Ventures And Associate Companies
The Company does not have any Subsidiary or Joint Venture.
Ruchi Food Plaza Pvt. Ltd, a company incorporated under the provisions
of the Companies Act, 1956 became an Associate Company during the year
under review. However the Company is not required to consolidate its
Accounts as required under Section 129(3) of the Companies Act, 2013
pursuant to the Companies (Accounts) Amendment Rules, 2014 dated 14th
October, 2014.
26. Change in the Nature of Business:
There has been no change in the nature of Business during the year
under review.
27. Particulars of Employees
Information on particulars of employees' remuneration as per Section
197 of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
reported to be nil as there are no employees who are in receipt of
remuneration above the prescribed limit.
The ratio of remuneration of each director to the median employee's
remuneration and other details in terms of Sub - Section 12 of Section
197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies
Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are forming part of this Report as '
Annexure III'.
28. Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 is furnished in Annexure IV and is attached to this Report.
29. Transfer of Unclaimed Dividend To Investor Education and
Protection Fund
During the year the Company was not required to Transfer to any amount
to Investor Education and Protection Fund (IEPF) as contemplated in
Section 125 of the Companies Act, 2013.
30. Corporate Governance
The report on Corporate Governance and the certificate from the
Statutory Auditors regarding compliance with the conditions of
Corporate Governance have been furnished in the Annual Report and form
a part of the Annual Report as required under clause 49 of the Listing
Agreement.
31. Management Discussion and Analysis Report
The Management Discussion and Analysis report has been separately
furnished in the Annual Report and forms a part of the Annual Report.
32. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Your Company is not an energy intensive unit, however possibilities are
continuously explored to conserve energy and to reduce energy
consumption to the extent possible. During the year under review,
considering the nature of activities presently being carried on by the
Company, categorical information of the Company in terms of the Rules
is provided below:
(A) Conservation of energy: Steps taken or Regular efforts are
impact on made to conserve
conservation of the energy at all
energy levels. Several
environment
friendly measures
(i) were adopted by the
Company such as
Installation of
capacitors to save
power, Installed
Thin Film
Transistor (TFT)
monitors that saves
power, LED Lights,
Creating
environmental
awareness by way of
distributing the
information in
electronic form,
Minimising air-
conditioning usage,
Shutting off all
the lights when not
in use etc
(ii) Steps taken by The Company is into
measures Service Industry
for utilizing and hence except
alternate Electricity, the
sources Company is not
required to
(iii) Capital NIL
Investment on
energy
conservation
equipments;
(B) Technology absorption:
The activities and business of the Company are such that it does not
involve use of ultra modern technologies and hence the disclosure under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is not applicable to the Company.
(C) Foreign Exchange Earning and Outgo:
During the year under review Company did not earn any foreign exchange
and there is no foreign exchange outgo.
33. Disclosures as per the sexual harassment of women at workplace
(prevention, prohibition and redressal) act, 2013:
There were no instances / complaints reported under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
34. Acknowledgement
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government Authorities
for their continued support extended to your Companies activities
during the year under review. Your Directors deeply appreciate the
committed efforts put in by employees at all levels, whose continued
commitment and dedication contributed greatly to achieving the goals
set by your Company. Your Directors also acknowledges gratefully the
shareholders for their support and confidence reposed on your Company.
For and on behalf of the Board of Directors
Paresh Kariya
Chairman & Whole Time Director
Mumbai, 12th August, 2015
Mar 31, 2014
The Members
POLYTEX INDIA LIMITED
Mumbai
The Directors have pleasure in presenting their 28th Annual Report
together with the Audited Statement of Accounts as on 31st March, 2014.
FINANCIAL RESULTS:
During the Year under review, the Company has earned total income of
Rs. 93,89,906/- and earned a profit of Rs. 12,86,200/- after providing
for provision for taxation of Rs. 28,04,500/- (including provision for
Deferred Tax). Your Directors are hopeful of achieving better results
in current year.
Particulars 2013 - 14 2012 - 13
Profit Before Depreciation and Taxation 42,75,208.00 99,60,448.00
Depreciation 1,84,508.00 1,75,502.00
Profit Before Taxation 40,90,700.00 97,84,946.00
Provision for Taxation 13,00,000.00 29,00,000.00
Deferred Tax (24,304.00) 12,475.00
Previous Years Adjustments 15,28,804.00 2,77,720.00
Profit After Taxation 12,86,200.00 65,94,751.00
Interim Dividend NIL 33,75,000.00
Dividend Tax NIL 5,47,509.00
Balance Carried to Balance Sheet 99,99,051.00 87,12,852.00
OPERATIONS:
The overall performance during the year under review has not been quite
satisfactory due to recession in the overall market. The Company is
deploying its resources in the best possible way to increase business
volumes and plans to achieve increased turnover in the current year.
DIVIDEND:
Considering the need to conserve resources for future projects, your
Directors do not recommend payment of dividend on equity shares.
CAPITAL STRUCTURE:
There is no change in Capital Structure ofthe Company.
BUSINESS REVIEW:
The overall performance during the year under review has been quite
satisfactory. The Company is deploying its resources in the best
possible way to increase business volumes and plans to achieve
increased turnover in the current year.
DIRECTORS:
In terms of provisions of section 152(6) of the Companies Act, 2013
read with provisions of Articles of Association of the Company, Mr.
Paresh Kariya, Director of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible offers himself for
re- appointment. The Board recommends his re-appointment.
COMPANIES ACT, 2013:
The Ministry of Corporate Affairs has made a major part of the
provisions of the Companies Act, 2013 effective from April 1, 2014. The
new Companies Act, 2013 aims at enhanced disclosures and reporting for
the corporate section with numerous compliance requirements.
Your Company is geared to implement and comply with the new
requirements of law. As a beginning towards this, your Company is in
process of constitution/re-align various Committees ofthe Board of
Directors in accordance with the Provisions of Companies Act, 2013.
AUDIT COMMITTEE:
In compliance with the provisions of the Section 292A of the Companies
Act, 1956 and the listing agreement entered into with the stock
exchange, the Company had constituted an Audit Committee consisting of
qualified and experienced members from various fields. The committee
consists of three independent Directors. The Chairman of the committee
Mr. Vishram Kambli, is an Independent Director and the committee meets
periodically to review the quarterly financial statements and
recommends its findings to the Board apart from taking action
independently whenever required. The Statutory Auditors and Company
Secretary attend and participate in the Audit Committee Meetings. The
Audit Committee comprises of Mr. Vishram Kambli, Ms. Kranti Bhowad and
Mr. Milind Maladkar, Independent Directors ofthe company.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposit
within the meaning of section 58A of the Companies Act, 1956, read
together with the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217 (AA) ofthe Companies Act,
1956 and provisions of Section 134(5) ofthe Companies Act, 2013 to the
extent notified and made applicable, your Directors give hereunder the
Director''s Responsibility Statement pertaining to the accounts ofthe
Company:-
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation statement
relating to material departures, if any.
2. 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 on 31st March, 2014 and of the Profit & Loss Account
ofthe Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4 These accounts have been prepared on a going concern basis.
AUDITORS:
M/s. R Sundaresan Aiyar & Co., Chartered Accountant, Mumbai, (FRN:
110564W) being eligible to be appointed as statutory Auditor of the
Company for the period of 3 years and after obtaining necessary
eligibility certificate in terms of Section 139 and Section 142 of the
Companies Act, 2013 read with Rule 4 of Companies (Audit and Auditors)
Rules, 2014, your Directors recommend their Appointment.
Observation of Auditors as provided in their report are self
explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
Particulars of Employees within the meaning of the Section 217 (2A) of
the Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975 read with the provisions of the Companies Act, 2013 and
rules made there under to the extent notified and made applicable,
there are no employees drawing salary above monetary limit specified in
above Rules and therefore, no particulars need to be furnished in this
regard.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance together with a certificate
from the Statutory Auditors of the Company, in compliance with Clause
49 ofthe Listing Agreement, is attached as a part of this report.
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY. ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO:
Your Company is not a manufacturing company and has not consumed energy
& accordingly the information required under Form A doesn''t apply. No
comment is made on Technology Absorption considering nature of
activities undertaken by your Company. During the year under review
your Company did not earn any Foreign Exchange & there is no Foreign
Exchange outgo.
PERSONNEL:
During the year under review, the Company enjoyed cordial relations
with the employees at all levels. The company is committed to develop
its employee''s full potential through intensified training.
Further, your Directors wish to place on record their sincere
appreciation of the wholehearted co-operation and sincere efforts of
senior and middle level managers, which has significantly contributed,
to the growth of the company.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank all investors, clients,
technology partners, financial institutions, banks, regulatory and
Government authorities for their continued support during the year.
The Board expresses its sincere gratitude to the shareholders and
clients for their continued support. The Board also whole-heartedly
acknowledges with thanks the dedicated efforts of all the staffs and
employees of the company.
The Board appreciates and value the contribution made by every person
who contributed to the growth of the Company.
CEO / CFO CERTIFICATION:
In accordance with the provisions of the Listing Agreement pertaining
to Corporate Governance norms, Mr. Paresh Kariya, Whole Time Director,
has certified, inter-alia, on review of financial statements and
establishing and maintaining internal controls for the financial year
ended 31.03.2014.
Registered Office: By and Behalf of the Board of Directors
401, 4th Floor, Nisarg Polytex India Limited
Apartment, Besant Road, Vile
Parle (West),
Mumbai - 400056
Place: Mumbai PARESH MULJI KARIYA
Dated:27th May, 2014 Chairman
Mar 31, 2012
The Directors have pleasure in presenting their 26th Annual Report
together with the Audited Statement of Accounts as on 31st March, 2012.
FINANCIAL RESULTS:
During the Year under review, the Company has earned total income of
Rs. 1,43,33,765/- and earned a profit of Rs. 88,48,224/- after
providing for current years taxation of Rs.22,67,707/-. Your Directors
are hopeful of achieving better results in current year.
Particulars 2011 - 12 2010 - 11
Profit Before Depreciation
and Taxation 1,12,83,845.00 1,14,17,574.00
Depreciation 1,67,914.00 38,732.00
Profit Before Taxation 1,11,15,931.00 1,13,78,842.00
Provision for Taxation 22,00,000.00 34,50,000.00
Fringe Benefit Tax 0.00 0.00
Deferred Tax 67,707.00 68,795.00
Profit After Taxation 88,48,224.00 78,60,048.00
Balance B/d from previous year 16,77,264.00 (12,73,362.00)
Previous Years Adjustments - (2,02,411.00)
Proposed Dividend 33,75,000.00 40,50,000.00
Dividend Tax 5,47,509.00 6,57,011.00
Balance Carried to
Balance Sheet 66,02,979.00 16,77,264.00
DIVIDEND:
The Board of Directors has decided payment of Final Dividend on Equity
Shares at Re.0.25/- per share for the Financial Year 2011-12, and such
dividend shall be paid to those holders of the existing equity shares
of the Company, whose names appear on the Register of Members of the
Company as at the close of working hours on 21.08.2012
CAPITAL STRUCTURE:
There is no change in Capital Structure of the Company.
BUSINESS REVIEW:
The overall performance during the year under review has been quite
satisfactory. The Company is deploying its resources in the best
possible way to increase business volumes and plans to achieve
increased turnover in the current year.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Milind Lau Maladkar,
Director of the Company retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
The Board recommends their re-appointment.
AUDIT COMMITTEE:
In compliance with the provisions of the Section 292A of the Companies
Act, 1956 and the listing agreement entered into with the stock
exchange, the Company had constituted an Audit Committee consisting of
qualified and experienced members from various fields. The committee
consists of three independent Directors. The Chairman of the committee
Mr. Vishram Kambli, is an Independent Director and the committee meets
periodically to review the quarterly financial statements and
recommends its findings to the Board apart from taking action
independently whenever required. The Statutory Auditors and Secretary
attend and participate in the Audit Committee Meetings. The Audit
Committee comprises of Mr. Vishram Kambli, Ms. Kranti Bhowad and Mr.
Milind Maladkar, Independent Directors of the company.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposit
within the meaning of section 58A of the Companies Act, 1956, read
together with the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
give hereunder the Director's Responsibility Statement pertaining to
the accounts of the Company:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. 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 on 31st March, 2012 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
AUDITORS:
M/s Navin Nishar & Associates, Chartered Accountants, Mumbai, Statutory
Auditor of the Company who shall be retiring at the ensuing Annual
General Meeting, has expressed their willingness to continue for the
next year and necessary eligibility Certificate u/s.224 (1B) of the
Companies Act,1956 is received from them. Your Directors recommends
their appointment.
Observation of Auditors as provided in their report are self
explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of remuneration in excess of
limits prescribed under the Companies (Particulars of Employees) Rules,
1975 as amended up to date.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance together with a certificate
from the Statutory Auditors of the Company, in compliance with Clause
49 of the Listing Agreement, is attached as a part of this report.
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO:
Your Company is not a manufacturing company and has not consumed energy
& accordingly the information required under Form A doesn't apply. No
comment is made on Technology Absorption considering nature of
activities undertaken by your Company. During the year under review
your Company did not earn any Foreign Exchange & there is no Foreign
Exchange outgo.
PERSONNEL:
During the year under review, the Company enjoyed cordial relations
with the employees at all levels. The company is committed to develop
its employee's full potential through intensified training.
Further, your Directors wish to place on record their sincere
appreciation of the wholehearted co-operation and sincere efforts of
senior and middle level managers, which has significantly contributed,
to the growth of the company.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank all investors, clients,
technology partners, financial institutions, banks, regulatory and
Government authorities for their continued support during the year.
The Board expresses its sincere gratitude to the shareholders and
clients for their continued support. The Board also whole-heartedly
acknowledges with thanks the dedicated efforts of all the staffs and
employees of the company.
The Board appreciates and value the contribution made by every person
who contributed to the growth of the Company.
On behalf of the Board
FOR POLYTEX INDIA LIMITED
Place: Mumbai Paresh Mulji Kariya
Date:30th May, 2012 Whole Time Director
Mar 31, 2010
The Directors have pleasure in presenting their 24th Annual Report
together with the Statement of Accounts as on 31st March, 2010.
FINANCIAL RESULTS:
During the Year under review, the Company has earned total income of
Rs. 63,83,813/- and earned a profit of Rs. 15,61,296/- after providing for
current years taxation of Rs. 6,98,179/-. Your Directors are hopeful of
achieving better results in current year.
(Amount in Rs)
PARTICULARS 2009-10 2008-09
Profit Before Depreciation and Taxation 22,59,475.00 4,12,698.00
Depreciation 0.00 0.00
Profit Before Taxation 22,59,475.00 4,12,698.00
Provision for Taxation 6,98,179.00 1,50,020.00
Fringe Benefit Tax 0.00 0.00
Deferred Tax 0.00 0.00
Profit After Taxation 15,61,296.00 2,62,678.00
Balance B/d from previous year (28,34,135.00)(30,61,638.00)
Previous Years Adjustments (523.00) (35,175)
Balance Carried to Balance Sheet | (12,73,362.00)(28,34,135.00)
DIVIDEND:
Considering the necessity of conserving financial resources for future
growth and expansion of the Company, the Board of Directors do not
recommend payment of dividend on the equity share capital of the
Company for the financial year ended 31.03.2010.
CAPITAL STRUCTURE:
The Company has Allotted 89,10,000 Equity Shares of Rs.10/- each at par
on conversion of Preferential Warrants.
BUSINESS REVIEW:
The overall performance during the year under review has shown
significant growth over the previous year. The Company is deploying its
resources in the best possible way to increase business volumes and
plans to achieve increased turnover in the current year.
DIRECTORS:
Mr. Milind Lau Maladkar was appointed as an Additional Director of the
Company w.e.f. 1st April, 2010. Pursuant to the provisions of section
260 of the Companies Act, 1956 his term of appointment expires at the
ensuing Annual General Meeting.
In view of his vast and varied experience, it is eminently in your
Companys interest to retain him on the Board of the Company as
Director. The Company has also received a notice in writing from a
member under Section 257 of the Companies Act, 1956, signifying his
intention to propose Mr. Milind Lau Maladkars candidature for the
office of a Director. The Board recommends his appointment as Director.
Mr. Paresh Kariya and Mr. Arvind Kariya, Directors of the Company were
appointed as Whole Time Director of the Company by the Board of
Directors w.e.f 1st April, 2010. Having regards to the knowledge and
experience of Both the Directors, it is eminently in your Companys
interest to re-appoint them on the Board of the Company as Whole Time
Directors. The Board proposes their re-appointment as Whole Time
Director of the Company.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Paresh Kariya, Director of
the Company retire by rotation at the ensuing Annual General Meeting
and being-eligible offers himself for re-appointment. The Board
recommends their re-appointment.
AUDIT COMMITTEE:
As per the requirement of the provision of Section 292A of the
Companies Act, 1956 read with Clause 49 of the Listing Agreement, the
Company had originally constituted an Audit Committee at its Board
Meeting held on 18th March, 2010 which was reconstituted on 2nd April,
2010. The Audit Committee as it stands today consists of Ms. Pallavi
Dhoot, Mr. Vishram Kambli and Mr. Milind Maladkar, Independent
Directors of the Company.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposit
within the meaning of section 58A of the Companies Act, 1956, read
together with the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
give hereunder the Directors Responsibility Statement pertaining to
the accounts of the Company:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. 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 on 31st March, 2010 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4. These accounts have been prepared on a going concern basis.
UTILISATION OF FUNDS OF PREFERENTIAL ALLOTMENT:
The funds generated from the allotment of Convertible Warrants and on
conversion of Warrants into Shares on preferential basis were utilized
for the purposes for which the same was augmented viz. to meet the
General Corporate Requirements of the Company. Your Directors affirm
that the funds were not utilized for any purpose other then the
specified in the Notice and Explanatory Statement issued under Section
81(1A) of the Act.
AUDITORS:
M/s Navin Nishar & Associates, Chartered Accountants, Mumbai, Statutory
Auditor of the Company who shall be retiring at the ensuing Annual
General Meeting, has expressed their willingness to continue for the
next year and necessary eligibility Certificate u/s.224 (IB) of the
Companies Act,1956 is received from them. Your " Directors recommends
their appointment.
Observation of Auditors as provided in their report are self
explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of remuneration in excess of
limits prescribed under the Companies (Particulars of Employees) Rules,
1975 as amended up to date.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance together with a certificate
from the Statutory Auditors of the Company, in compliance with Clause
49 of the Listing Agreement, is attached as a part of this report.
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO:
Your Company is not a manufacturing company and has not consumed energy
& accordingly the information required under Form A doesnt apply. No
comment is made on Technology Absorption considering nature of
activities undertaken by your Company. During the year under review
your Company did not earn any Foreign Exchange & there is no Foreign
Exchange outgo.
PERSONNEL:
During the year under review, the Company enjoyed cordial relations
with the employees at all levels. The company is committed to develop
its employees full potential through intensified training.
Further, your Directors wish to place on record their sincere
appreciation of the wholehearted co-operation and sincere efforts of
senior and middle level managers, which has significantly contributed,
to the growth of the company.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to thank all investors, clients,
technology partners, financial institutions, banks, regulatory and
Government authorities for their continued support during the year.
The Board expresses its sincere gratitude to the shareholders and
clients for their continued support. The Board also whole-heartedly
acknowledges with thanks the dedicated efforts of all the staffs and
employees of the company.
The Board appreciate and value the contribution made by every person
who contributed to the growth of the Company. " .
On behalf of the Board
FOR POLYTEX INDIA LIMITED
Paresh Kariya Vishram Kambli
Director Director
Place: Mumbai
Date: 31.05.2010