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Swadeshi Polytex Ltd.

BSE: 503816 Sector: Industrials
NSE: N.A. ISIN Code: INE243N01011
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OPEN 9.95
PREVIOUS CLOSE 9.48
VOLUME 75
52-Week high 19.45
52-Week low 9.03
P/E 2.24
Mkt Cap.(Rs cr) 4
Buy Price 9.95
Buy Qty 1625.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.95
CLOSE 9.48
VOLUME 75
52-Week high 19.45
52-Week low 9.03
P/E 2.24
Mkt Cap.(Rs cr) 4
Buy Price 9.95
Buy Qty 1625.00
Sell Price 0.00
Sell Qty 0.00

Swadeshi Polytex Ltd. (SWADESHIPOLYTEX) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure to present 47th Annual Report and Financial Statements forthe financial year ended March 31 2017.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars Year Ended on 31.03.2017 Year Ended on 31.03.2016
Total Income 768.34 394.22
Total Expenditure 559.43 569.79
Profit (Loss) before exceptional items and tax 208.90 (175.56)
Deferred Tax Assets /current tax/income tax provision 95.65 509.27
Profit (Loss) from continuing operation. 113.25 (684.83)
Profit/(Loss) from discontinuing operations - -
Profit (Loss) after tax 113.25 (684.83)

Profit of Rs. 113.25 lakh is being transferred to the General Reserves as retainedearnings. Further the Company has not recommended any dividend in the financial year2016-17.

RESULTS OF OPERATION

There were no production activities during the year; the Company has not made anymanufacturing profit during the year. The Company has entered into the Real Estate sectorin the earlier years. The Company has earned revenue of Rs. 203.34 lakh from selling oflease plot rights of the Company during the year. Your directors are hopeful of achievingbetter results in the current financial year.

STATE OF COMPANY'S AFFAIRS

Gross revenues increased to Rs. 768.34 lakh against Rs. 394.22 lakh in the previousyear. Profit before taxation was Rs. 208.90 lakh against loss of Rs. 175.56 lakh in theprevious year. The profit of the Company for the year under review after tax was Rs.113.25 lakh as against loss of Rs. 684.82 lakh in the previous year.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs vide its notification in the officialgazette dated 16 th February 2015 the Company has adopted the Ind-AS for thefinancial yearcommencingst April 2016 which has replaced the existing GAAPprescribed under section 133 of the Companies Act 2013 read with Rule 7 of the Companies(Accounts) Rules 2014. The estimates and judgments relating to the Financial Statementsare made on a prudent basissoastoreflectin a true and fair manner the form and substanceof transactions and reasonably present the Company's state of affairs profit and cashflows for the year ended 31st March 2017.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as

"Annexure A".

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis for the year as stipulated under Regulation34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section which forms a part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year Four (04) Board Meetings and Four (04) Audit Committee Meetings wereconvened and held. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

Type of Meeting No. of meetings Date of Meeting Directors attended the meeting
1 Board Meeting 2/2016 27.05.2016 1. Shri Gaurav Swarup
2. Shri H.S. Singh
3. Shri R. K. Sinha
4. Shri Alokendra Banerjee
5. Shri P.C. Vaish
6. Shri N.K. Gupta
7. Shri Naveen Aggarwal
8. Shri B.Mehrotra
9. Shri S.B. Singh
10. Ms. Purti Marwaha
11. Shri Y.J. Dastoor
2 Board Meeting 3/2016 05.08.2016 1. Shri H.S. Singh
2. Shri P.C. Vaish
3. Shri R. K. Sinha
4. Shri N.K. Gupta
5. Shri Naveen Aggarwal
6. Shri S.B. Singh
7. Ms. Purti Marwaha
3 Board Meeting 4/2016 11.11.2016 1. Shri H.S. Singh
2. Shri P.C. Vaish
3. Shri R. K. Sinha
4. Shri Alokendra Banerjee
5. Shri S.B. Singh
6. Shri N.K. Gupta
7. Shri Naveen Aggarwal
8. Shri S.S. Madan
9. Ms. Purti Marwaha
10. Shri Y.J. Dastoor
11. Shri B.Mehrotra
4 Board Meeting 1/2017 02.02.2017 1. Shri H.S Singh
2. Shri P.C. Vaish
3. Shri Alokendra Banerjee
4. Shri S.B. Singh
5. Shri S.S. Madan
6. Shri N.K. Gupta
7. Shri Naveen Aggarwal
8. Ms. Purti Marwaha
9. Shri B.Mehrotra
5 Annual General 46th 29.09.2016 1. Shri H. S. Singh
Meeting for the 2. Shri P.C. Vaish
FY 2015-16 3. Shri R. K. Sinha
4. Shri N.K. Gupta
5. Shri Naveen Aggarwal
6. Shri B. Mehrotra

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) and Section 134 (5) (c) of the Companies Act 2013 in thepreparation of the annual accounts for the financial year ended 31sr March 2017 and statethat: (a) in the preparation of the financial statements the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and profitandloss of the the company for that period; (c) the directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors had prepared the financialstatements on a going concern basis; (e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OFCOMPANIES ACT 2013

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149 of the Companies Act 2013 and regulations 16of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and wereplaced at the Board meeting held on 25th May 2017.

Retirement by rotation

In terms of section 152 of the Companies Act 2013 following Directors of the Companyretire by rotation and being eligible offer themselves for re-appointment.

1. Shri Hartaj Sewa Singh having Director's Identification Number 00173286;

2. Shri Rakesh Kumar Sinha having Director's Identification Number 03391787;

3. Shri Shamsher Bahadur Singh Kathpal having Director's Identification Number03225016;

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Rules made there under and asprovided under Schedule IV of the Act and the Listing Regulations the Board has carriedout the annual performance evaluation of itself the Directors individually as well as theevaluation of the working of its Committees.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Functions and Terms of Reference of the Nomination and Remuneration Committee of theCompany are as per the Companies Act 2013 and SEBI (LODR) Regulations 2015. As on datethere was no executive director appointed in the Company.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT: a. STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act 2013 and rules madethereunder the term of office M/s SANMARKS & Associates Chartered Accountants (FirmRegistration No. 003343N) as the Statutory Auditors of the Company will conclude from theclose of ensuing Annual General Meeting of the Company as the existing Statutory Auditorcannot continue beyond the relaxation period provided in the second proviso of sub section(2) of Section 139 of the Companies Act 2013 and as a result the Auditor has expressedits unwillingness to be appointed as the Statutory

Auditors of the Company.

The Board of Directors placed on record its appreciation to the services rendered byM/s SANMARKS

& Associates Chartered Accountants as the Statutory Auditors of the Companyduring its tenure. Subject to the approval of the members and based on the recommendationsof the Audit Committee of the Company the Board of Directors of the Company hasrecommended the appointment of M/s SPMR &Associates Chartered Accountants (FirmRegistration No. 007578N) as the Statutory Auditors of the Company (in place of M/sSANMARKS & Associates Chartered Accountants retiring Auditors) for a term of fiveyears commencingfrom the st March 2018 (subject to ratification of their appointment bythe members at every intervening Annual General Meeting held after this Annual GeneralMeeting) pursuant to section 139 of the Companies Act 2013. Accordingly the Boardrecommends the resolution in relation to appointment of Statutory Auditors for theapproval of the shareholders of the Company.

There is no audit qualification for the year under review. b. SECRETARIAL AUDITORSAND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Mr. Naveen K. Rastogi of M/s. N.K. Rastogi & Associates a firm of CompanySecretaries in practice to undertake the Secretarial Audit of the Company for thefinancial year ended March 31 2017. The Secretarial Audit Report is annexed herewith as "AnnexureB". The Board has duly reviewed the Auditor's Report and noted that there was noadverse remark given by the Auditor in their report.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

The Company has not given any loans or guarantees and has not made any investmentsunder section 186 of the Companies Act 2013 read with the Companies (Meetings of Boardand its Powers) Rules 2014 during the year.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER 188 OF THE COMPANIES ACT 2013

All the transactions entered by the Company during the financial year with relatedparties were on arm's length basis and were in the ordinary course of the business. Duringthe year the Company had not entered into any transactions with related parties whichcould be considered as material in accordance with the policy of the Company onmateriality of related party transactions

DEPOSITS

The Company has not accepted any deposits during the financial year under review interms of section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 and also no amount was outstanding on account of principal orinterest thereon as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS IF ANY

During the financial under review there are no material changes and commitments noticedby the Board.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO:

In pursuance to section 134 (3) (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 Company has taken required steps for conservation of energy.However Technology Absorption is not applicable to the Company as the Company is notusing any technology as per the business of the Company. Further there were no foreignexchange earnings and outgo during the year under review.

BUSINESS RISK MANAGEMENT:

A well- defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective isto minimize the impact of risks identified and taking advance actions to mitigate them.The Company regularly maintains a proper check in normal course of its business regardingRisk Management as required under section 134 (3) (n) of the Companies Act 2013.

At present the Company has not identified any element of risk which may threaten theexistence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of Companies Act 2013 the Company does not fulfill thecriteria of net worth or turnover for Corporate Social Responsibility; hence the same isnot applicable to the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established Vigil Mechanism and framed whistle blower policy forDirectors and employees to report concerns about the unethical behavior actual orsuspected fraud or violation of Company's Code of Conduct or Ethics Policy.

CORPORATE GOVERNANCE REPORT

Reports on Corporate Governance is not applicable to the Company as per Regulation 15of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Hence thesame is not part of the Board's report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Board has adopted an Internal Financial Control Policy to be followed by theCompany and such policies and procedures adopted by the Company for ensuring the orderlyand efficient conducts of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. The Company has a well placed proper and adequate IFC system whichensures that all assets are safeguard and protected and that the transactions areauthorised recorded and reported correctly. The Company's Internal Control System iscommensurate with its size scale and complexities of its operations. The InternalAuditors independently evaluate the adequacy of internal controls and concurrently auditthe majority of the transactions in value terms. The Audit Committee actively reviews andevaluates the internal financial control system periodically and suggests improvements tostrengthen the same. The observations and comments of the Audit Committee are placedbefore the Board.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

None of the employees were in receipt of remuneration of more than that as prescribedunder the Companies Act 2013 and Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year underreviewnosignificantor material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation towards all associatesincluding Banker Suppliers Shareholders and others who have reposed their confidence inthe Company at all levels for their continuous co-operation and support.

By order of the Board
For Swadeshi Polytex Limited
Sd/- Sd/-
(Shamsher Bahadur Singh Kathpal) (Bipin Behari Mehrotra)
Place : New Delhi Director Director
Dated : 10th August 2017 (DIN: 03225016) (DIN No: 03279399)