Your Directors have pleasure in presenting the 44th Annual Report along withAudited Accounts and annexure attached thereto for the year ended 31st March2014.
The factory of the Company located at Ghaziabad is closed since 1998. Since there wereno production activities during the year the Company has not made any manufacturingprofit during the year. The Company had also not made any trading of products during thelast financial year.
The Company has entered into the Real Estate sector in the earlier year. The Companyhas earned a revenue of Rs. 649.75 Lacs from selling of lease plot rights of the Companyduring the year. Your directors are hopeful of achieving better results in the currentfinancial year.
The Financial Results of the Company for the year 2013-2014 are summarized below:
|Particulars ||Year Ended on 31.03.2014 ||Year Ended on 31.03.2013 |
| ||(in Lakhs) ||(in Lakhs) |
|Total Income ||733.71 ||1429.45 |
|Total Expenditure ||584.04 ||1446.72 |
|Profit /Loss before exceptional items and tax ||149.67 ||(17.26) |
|Deferred Tax Assets /current tax/income tax provision ||171.66 ||152.54 |
|Profit from continuing operation ||321.34 ||135.27 |
|Profit after tax ||321.34 ||135.27 |
|Balance in Profit & Loss Account brought forward from last Year ||(7112.00) ||(7247.27) |
|Balances Carried forward to Balance Sheet ||(6790.65) ||(7112.00) |
Your Directors do not recommend any dividend for the year under review due toaccumulated loss in the Company.
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT.
As per clause 49 of the Listing Agreements entered into with the Stock ExchangesCorporate Governance Report with auditors' certificate thereon and Management Discussionand Analysis report are attached and form part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of section 217(2AA) of the Companies Act 1956 and basedon the representations received from the management the directors hereby confirm that:
(i) in the preparation of the annual accounts for the financial year 2013-14 theapplicable accounting standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;
(iii) they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956. They confirm that there are adequate systems andcontrols for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(iv) they have prepared the annual accounts on a going concern basis.
In terms of the provisions of Section 149 and other applicable provisions of the"Companies Act 2013'' an independent director shall hold office up to a term of fiveconsecutive years on the Board of the Company and shall not be liable to retire byrotation. In accordance with the provisions Mr. Atul Seksaria Mr. Yezdezard JehangirDastoor Mr. Niranjan Kumar Gupta Mr. Naveen Aggarwal and Mr. Shyam Sunder MadanDirectors are being appointed as Independent Directors for a period of five consecutiveyears up to March 31 2019.
The Company has received declarations from all the independent directors confirmingthat they meet with the criteria of independence as prescribed under Section 149(6) of the"Companies Act 2013" and Clause 49 of the Listing Agreement. The details of theproposal for appointment of independent directors are mentioned in the statement underSection 102 of the Companies Act'' 2013'' annexed to the Notice of the Annual GeneralMeeting of the Company.
In terms of the provisions of Section 152 of the Companies Act 2013 Mr. Gaurav Swarup(DIN 00374298) Directors and Mr. Shamsher Bahadur Singh Kathpal (DIN 03225016) retire byrotation and being eligible have offered themselves for re-appointment.
M/s SANMARKS & Associates Chartered Accountants who are the statutory auditors ofthe Company hold office till the conclusion of the forthcoming AGM and are eligible forre-appointment.
The observations made by the Auditors in the Annexure to the Auditors' Report in pointno. iii(g) are : "In respect of the secured loan in our opinion the interest of Rs127.18 lac is overdue for payment." Management reply on the above observation:
The management had made adequate provision in the Balance Sheet for the interestaccrued and due of Rs. 127.18 lac on secured loan and the same now has been paid by theCompany.
PARTICULARS OF EMPLOYEES
There are no employees who are in receipt of remuneration for which particulars arerequired to be disclosed as required under section 217 (2A) of the Companies Act 1956read with the Companies (Particulars of Employees) Rules 1975.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS &OUTGO
In the absence of any manufacturing activities during the year under review no stepswere required to be taken for conservation of energy technology absorption and research& development and as such the information relating thereto may be taken as nil. Therewere no foreign exchange earnings and outgo during the year under review.
During the year under review Your Company has not accepted any deposits in terms ofsection 58A of the Companies Act 1956 read with the Companies (Acceptance of Deposit)Rules 1975 and also no amount was outstanding on account of principal or interestthereon as on the date of the Balance Sheet.
Your Directors wish to convey their sincere thanks to all the shareholders for thetrust they have reposed in the Company and its board.
For and on behalf of the Board
FOR SWADESHI POLYTEX LIMITED
| ||Sd/- ||Sd/- |
|Place: New Delhi ||(P. C. Vaish) ||(B. Mehrotra) |
|Date : 5th August 2014 ||Director ||Director |
| ||DIN No. 03440470 ||DIN No.03279399 |