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Mewar Polytex Ltd.

BSE: 531236 Sector: Industrials
NSE: N.A. ISIN Code: INE404E01018
BSE 00:00 | 03 Mar Mewar Polytex Ltd
NSE 05:30 | 01 Jan Mewar Polytex Ltd
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VOLUME 1000
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P/E 2.29
Mkt Cap.(Rs cr) 8
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Sell Price 0.00
Sell Qty 0.00
OPEN 24.00
CLOSE 24.00
VOLUME 1000
52-Week high 24.00
52-Week low 0.00
P/E 2.29
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mewar Polytex Ltd. (MEWARPOLYTEX) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the Thirty Sixth Annual Report together withthe Audited Accounts of your Company for the year ended 31st March 2016.

FINANCIAL RESULTS

(Rs. In Lacs)

2015-16 2014-15
Profit before interest depreciation and taxes 629.7 414.26
Less:
Interest 22.83 51.42
Depreciation 124.57 112.82
Profit before Tax 482.30 250.02
Add: Exceptional Items - 25.86
Less: Extraordinary Items 22.30 -
Less: Provision for taxation
Current 176.90 99.59
Deferred (5.49) (12.53)
Earlier Year - 0.21
Profit after tax 288.59 188.61
Earning (Rs.) per share before Exceptional Items 8.93 5.04
Earning (Rs.) per share after Exceptional Items 8.93 5.84

The Company proposes to transfer whole amount of profit to the General Reserves.

OPERATIONS

During the year under review the Company has been able to achieve a turnover ofRs.6816.52 Lacs as against the turnover of Rs. 5563.08 Lacs during 2014-2015 an increase of22.53%.

The Net Profit after tax as at Rs. 288.58 Lacs (Previous Year Rs. 188.61 Lacs) is afterproviding for interest of Rs 22.83 Lacs (Previous Year Rs. 51.42 Lacs) and Depreciation ofRs 124.57 Lacs (Previous Year Rs. 112.82 Lacs) increases by 53.00%.

Above Net profit after tax excludes profit due to Extraordinary items i.e reversal offocus product which amounts to Rs. 22.30 lacs during financial year 15-16 (PreviousYear-NIL).

EXPORT

The Company’s export was higher at Rs 3831.69 Lacs (including deemed export of Rs.483.57 lacs) in current year as compared to Rs. 3513.49 Lacs (including deemed export ofRs. 53.11 lacs) in the previous year.

DIVIDEND

The Board of Directors is not recommending any dividend for the year 2015-16.

DIRECTORS

Mr. Vinod Bafna retires by rotation and being eligible offers himself forre-appointment. The Directors recommend Mr. Vinod Bafna for re-appointment.

Mr. Dinesh Mohanlal Sanghavi has tendered his resignation and therefore ceased to bedirector of the Company w.e.f. 31.03.2016. Board of Directors expresses their sincerethanks and gratitude for services rendered to the Company during his tenure as Director.

Declaration by Independent Directors

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 & SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015

Board evaluation

Pursuant to the provisions of the Companies Act 2013 & SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 the Board has carried out an evaluationof its own performance the directors individually as well as the evaluation of theworking of its Audit Nomination & Remuneration Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

Nomination & Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is stated in the CorporateGovernance Report.

Meetings

During the year five Board Meetings and five Audit Committee Meetings were convened andheld. The details of dates of Board meetings Committee Meetings indicating the number ofmeetings attended by each director are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 and Schedule VII ofthe Companies Act 2013 regardingCorporate Social Responsibility are not attracted to the Company. However the Board ofDirectors constantly reviews the areas where the social expenditures for eradicatinghunger and poverty promotion of education and medical aid can be made and will make thesuitable expenditures as may be necessary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. This policy is also posted on the website of the Company.

Internal Control System and its Adequacy

The Company is following a proper and adequate system of internal control in respect ofall its activities including safeguarding and protecting its assets against loss fromunauthorized use or disposition. Further all transactions entered into by the Company areduly authorized recorded and reported correctly.

The internal control system is supplemented by an extensive programme of audit reviewsby management and established policies guidelines and procedures. The system are designedto ensure that the financial and other records are reliable for preparing financialstatements and other data and for maintaining accountability of assets.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered during the financial year were on anarm’s length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company’s PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. Transactions with related parties entered by the Company inthe normal course of business are periodically placed before the Audit Committee for itsomnibus approval.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 theRules there under and the Listing Agreement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in annexedherewith as Annexure-B.

DEVELOPMENT AND IMPLEMENTATION OF ARISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided elsewhere in this Annual Report in ManagementDiscussion and Analysis.

SHARE CAPITAL

The equity shares of the Company have been made available for dematerialisation underthe depository system operated by NSDL with effect from 1st November 2001 andwith CDSL from 30th October 2001. This will facilitate the shareholders tomaintain their holdings in "electronic form".

The company’s shares are listed on the BSE.

CORPORATE GOVERNANCE CODE

Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015a report on Corporate Governance along with Auditors certificate regarding compliance ofconditions of corporate governance and Management Discussion and Analysis is separatelygiven in this report.

PARTICULARS OF EMPLOYEES

In compliance with the provisions contained in Rule 5(2) and Rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 it is stated thatthere was no employee in the Company drawing remuneration of Rs. 500000/- or more permonth if employed for part of the year or Rs. 6000000/- or more if employed for thewhole year in the Company. Further the remuneration paid to all Key Managerial Personnelwas in accordance with remuneration policy adopted by the company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIESACT 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

(i) The percentage of increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the Financial Year 2015-2016 ratio of remunerationof each Director to the median remuneration of the employees of the Company for theFinancial Year 2015-2016 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:

SI. No. Name Designation

Remuneration paid (Rs. In Lacs)

2015 2016 2014 2015 % increase in Remunerati on in the Financial Year 20142015 Ratio of remuneration of each Director / to median remuneration of employees Comparison of the Remuneration ofthe KMP against the performance of the Company
1 B.H. Bapna Managing Director - - N.A N.A Profit before Tax increased by 66.74% & Profit after Tax increased by 53.00% in Financial Year 2015 -2016
2 Sandeep Bapna Whole Time Director - - N.A N.A
3 Vinod Bafna Whole Time Director - - N.A N.A
4 Shilpa Bapna Director - - N.A N.A
5 Dinesh Kumar Jain CFO 8.69 7.84 10.84% N.A
6 Niraj Khamesra Company Secretary 2.80 1.50 *N.A N.A

* Mr. Niraj Khamesra Company Secretary was appointed during the year hence comparisonof the Remuneration of the KMP against the performance of the Company is not applicable.

(i) The median remuneration of the employees of the Company during the financial yearwas Rs.161579/-

(ii) In the financial year there was an increase of23.00% in the median remunerationof employees;

(iii) There were 92 permanent employees on the rolls of the Company as on March312016;

(iv) a) Variations in the market capitalization of the Company : The marketcapitalization as on March 312016 was Rs. 2204.47 lacs(Rs. 700.91 lacs as on March312015)

b) Price Earnings ratio of the Company was 7.64 as at March 312016 and was 3.72 as atMarch 312015

(v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e 2015-16 was 16.88% and percentageincrease in the managerial remuneration for the same financial year was 10.84%.

(vi) The ratio of the remuneration of the highest paid director to that of employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - Not Applicable; and

(vii) It is hereby affirmed that the remuneration paid is as per the RemunerationPolicy for Directors Key Managerial Personnel and other Employees.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act 2013 Directors of your Companyhereby state and confirm that:

(a) In the preparation of the annual accounts for the year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) they have selected such accounting policies and applied them consistently andmadejudgments and estimates that are reasonable and prudent so as to give true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls in the company that are adequateand were operating effectively;

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and are operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY

The Company has taken adequate steps for energy conservation.

Since the Companies does not fall under the list of industries which should furnishthis information in Form Aannexed to the aforesaid Rules the question of furnishing thesame does not arise.

TECHNOLOGY ABSORPTION

Company is constantly taking steps to absorb better technology with a view to reducethe cost of production and improve the product quality.

FOREIGN EXCHANGE EARNINGS AND OUT GO

The Foreign Exchange Earnings and Out-go during the year has been as follows:

Earnings :Rs. 334812095/- (previous yearRs. 346037566/-)
Outgo :Rs. 20222911/- (previous year Rs. 21383182/-)

AUDIT OBSERVATIONS

As regards the Auditors report the points raised therein have been adequately explainedin the Notes to the Accounts and as such the directors have no further comments to offer.

AUDITORS

i) Statutory Auditors:

The Auditors M/s Om Prakash S Chaplot & Co. (Firm Regn. No. 000127C) have beenappointed as statutory auditors of the company at the Annual General Meeting held on24.09.2014 for a period of three years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.

ii) 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 hasappointed P.K. Mishra & Associates (CP No. 16222) Company Secretaries to undertakethe secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'AnnexureA'.

iii) InternalAuditors:

M/s Rajesh Suthar & Associates Chartered Accountants performs the duties ofinternal auditors of the company and their report is reviewed by the audit committee fromtime to time.

ACKNOWLEDGMENT

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation received from Government and Commercial Banks. They also sincerelyappreciate efficient and loyal services rendered by the Employees of the Company at alllevels throughout during the year.

Registered Office: For and on behalf ofBoard of Directors
207(A) Mewar Industrial Area
RoadNo.l 1 Madri
Udaipur 313 003 (Raj.) Sandeep Bapna B.H. Bapna
Udaipur the 28th May 2016 Director Managing Director
DIN-00594608 DIN-00594590