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Polytex India Ltd.

BSE: 512481 Sector: Financials
NSE: N.A. ISIN Code: INE012F01016
BSE 00:00 | 18 Oct 4.41 -0.23
(-4.96%)
OPEN

4.62

HIGH

4.87

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NSE 05:30 | 01 Jan Polytex India Ltd
OPEN 4.62
PREVIOUS CLOSE 4.64
VOLUME 8019
52-Week high 5.97
52-Week low 0.60
P/E 11.92
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 4.62
CLOSE 4.64
VOLUME 8019
52-Week high 5.97
52-Week low 0.60
P/E 11.92
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Polytex India Ltd. (POLYTEXINDIA) - Director Report

Company director report

To

The Members Polytex India Limited Mumbai

Your Directors have pleasure in presenting their 34th Annual Report with the auditedaccounts for the year ended 31st March 2020.

1. Financial Results

During the year under review the Company has earned total income of Rs. 7178007 andearned a profit of Rs. 478102 after providing for provision for taxation of Rs. 115084(Including provision for deferred Tax).

Your directors are hopeful of achieving better results in current year.

Particulars For the year ended 31st March 2020 For the year ended 31st March 2019
Profit Before Depreciation and Tax 678668 1315821
Depreciation - -
Profit before Tax 678668 1315821
Provision for Tax (157890) (338000)
Deferred Tax (2578) (4297)
Previous Years Adjustments 47494 1451
Profit After Tax 565694 974975
Transferred to General Reserve - -
Surplus in the Statement of P & L Account 565694 974975

^Previous year's figures have been regrouped / rearranged wherever necessary

2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015.

12. Directors' Responsibility Statement

In compliance with Section 134(5) of the Companies Act 2013 the Board of Directorshereby confirms the following:

a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profitand loss of the Company for the year ended March 31 2020

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively

f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

13. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and under regulation 25 of theSEBI (Listing obligations and disclosure requirements) Regulations 2015 the Board hascarried out an evaluation of its own performance the directors individually as well asthe evaluation of the working of its Audit Nomination & Remuneration Committees.

In line with effective governance requirements the Board reviews its own performanceannually using a pre - determined template designed as a tool to facilitate the evaluationprocess. The assessment was built around the functioning of the Board as a whole

its committees and also the evaluation of Individual Directors. While the individualDirectors' Performance was reviewed by the Chairman and the rest of the Board excludingthe Director being evaluated the Chairman's and Non - Independent Directors performancewas appraised through feedback from Independent Directors.

14. Policy relating to remuneration of Directors Key Managerial Personnel and otherEmployees

The Board has on the recommendation of the Nomination and Remuneration Committeeframed and adopted the policy for selection and appointment of Directors seniormanagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report which forms part of this Report. The policy lays down criteria forselection of directors and senior management such as expertise experience and integrityof the directors Independent nature of the Directors personal and professional standingdiversity of the Board etc.

As on 31.03.2020 the NRC comprises of the following members:

Mr. Nitin Khimji Kariya - Chairman
Ms. Priti Rameshbhai Sagar ** - Member
Mr. Sachindanand Rajaram Adam* - Member

During the year the committee met four times in the year on 31.10.201925.11.201902.01.2020 and 04.02.2020 all Committee members had attended all the meeting.

*The Member of the Committee Mr. Sachindanand Rajaram Adam is a Non-ExecutiveIndependent Director term is getting expiry on 30.09.2020 will be re appointed for nextterm

**The Member of the Committee Ms. Priti Rameshbhai Sagar was appointed additionaldirector as on 08.02.2019 was regularized in Annual General Meeting which was held on

30.09.2019.

15. Stakeholders Relationship Committees

As on 31.03.2020 the Company has Stakeholders Relationship Committee comprising of thefollowing three Non-Executive and Independent Directors:

Mr. Nitin Khimji Kariya - Chairman
Ms. Priti Rameshbhai Sagar* - Member
Mr. Sachindanand Rajaram Adam** - Member

The functions performed by the Stakeholders Relationship Committee and the particularsof meetings held and attendance are given in the Corporate Governance Report.

During the year the committee met four times in the year on 17.05.2019 13.08.201914.11.2019 and 04.02.2020 all Committee members had attended all the meeting.

*The Member of the Committee Mr. Sachindanand Rajaram Adam is a Non-ExecutiveIndependent Director term is getting expiry on 30.09.2020 will be re appointed for nextterm

**The Member of the Committee Ms. Priti Rameshbhai Sagar was appointed additionaldirector as on

08.02.2019 was regularized in Annual General Meeting which was held on 30.09.2019

16. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Agrawal Jain And Gupta Chartered Accountants (FRN.:013538C) the Statutory Auditors of the Company hold office upto the conclusion of theThirty nine (39th) Annual General Meeting. However their appointment as StatutoryAuditors of the Company is subject to ratification by the Members at every Annual GeneralMeeting. The Company has received a certificate from the above Auditors to the effect thatif their appointment is ratified it would be in accordance with the provisions of Section141 of the Companies Act 2013.

17. Auditors Report

The Auditors Report to the Members on the Accounts of the Company for the financialyear ended March 31 2020 does not contain any qualifications reservations or adverseremarks.

18. Details of Fraud Reported By Auditors

There were no frauds which are reported to have been committed by employees or officersof the Company. The statutory auditors of the Company have vide their report of even dateconfirmed that no fraud by the Company and no material fraud on the Company has beennoticed or reported during the year

19. Secretarial Auditors

M/s. Ruchil Gandhi & Associates was appointed to conduct the Secretarial Audit ofthe Company for FY 2019-20 as required under section 204 of the Companies Act 2013 andrules thereunder. The secretarial audit report for FY 2019-20 forms the part of the annualreport as Annexure II of the Board's report.

The Secretarial Audit Report does not contain any material qualification reservationor adverse remark

20. Audit Committee

As on 31.03.2020 the Company has an Audit Committee comprising of the following threeNon-Executive and Independent Directors:

Mr. Nitin Khimji Kariya - Chairman

Ms. Priti Rameshbhai Sagar** - Member

Mr. SachindanandRajaram Adam* - Member

During the year under review the Board has accepted all the recommendation of theAudit Committee.

The functions performed by the Audit Committee and the particulars of meetings held andattendance there at are given in the Corporate Governance Report.

During the year the committee met five times in the year on 17.05.2019 13.08.201931.10.2019 14.11.2019 and 04.02.2020 all Committee members had attended all the meeting.

*The Member of the Committee Mr. Sachindanand Rajaram Adam is a NonExecutiveIndependent Director term is getting expiry on 30.09.2020 will be re appointed for nextterm

**The Member of the Committee Ms. Priti Rameshbhai Sagar was appointed additionaldirector as on

08.02.2019 was regularized in Annual General Meeting which was held on 30.09.2019

21. Internal Financial Control

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. Further Directors are personally overview theadequacy of internal controls.

During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

22. Vigil Mechanism for Directors and Employee

In Compliance with the provisions of Section 179(9) of the Companies Act 2013 read hasadopted a Whistle Blower Policy as a vigil mechanism for directors and employees of theCompany. The Whistle Blower Policy is disclosed on the Company's websitewww.polytexindia.com.

23. Risk Management Framework

Pursuant to SEBI Listing Regulations the Company has prepared Risk ManagementFramework for identifying and evaluating various major business risks faced by theCompany. Risk Management Framework aims to lay down the procedure for risk assessment andrisk minimization. Risk Management Framework is prepared to ensure internal controls andeffectively respond to any changes in the business environment so as to achieve highdegree of business performance limit any negative impact on its working and avail ofbenefits arising out of any business opportunities.

The audit committee has additional oversight in the area of financial risks andcontrols.

24. Familiarization Programme for Independent

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Schedule IV of the Companies Act 2013 mandates the Company to familiarize theIndependent Directors with the Company by conducting training programmes. During the yearthe Board members were regularly apprised with the overview of the

Company and its operations by the Senior Management team.

During the year the Board Members are provided with all necessary documents/ reportsand internal policies to enable them to familiarize with the Company's procedures andpractices and keep themselves abreast of the latest corporate regulatory and Industrydevelopments.

25. Material changes and commitment affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report

No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which these financial statements relateand date of this report.

26. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by any Regulator or Court orTribunal which would impact the going concern status and the company's operation infuture.

27. Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint venture or Associate company. Hencedisclosure of statement containing salient features of the Financial Statements ofSubsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is not applicable to theCompany

28. Change in the Nature of Business

There has been no change in the nature of Business during the year under review.

29. Particulars of Employees

Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isreported to be nil as there are no employees who are in receipt of remuneration above theprescribed limit.

The Ratio of remuneration of each director to the median employee's remuneration andother details in terms of Sub - Section 12 of Section 197 of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Report as Annexure III

30. Annual Return

An extract of the Annual return has been annexed as Annexure IV to the Board Report incompliance with section 92 of the Companies Act 2013 read with applicable Rules madethereunder.

31. Transfer of Unclaimed Dividend to Investor Education and Protection fund

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to InvestorsEducation and Protection Fund established by the central government under the provisionsof section 125 of the Companies Act 2013.

32. Corporate Governance

We strive to maintain high standard of Corporate Governance in all our interactionswith stakeholders. The Company has conformed to the Corporate Governance code asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A separate section on Corporate Governance along with a certificate from theauditors confirming the level of compliance is attached and forms a part of the Board'sReport

33. Management Discussion and Analysis Report

Management Discussion and Analysis forms a part of this annual report and is annexed tothe Board's Report.

34. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Your Company is not an energy intensive unit however possibilities are continuouslyexplored to conserve energy and to reduce energy consumption to the extent possible.During the year under review considering the nature of activities presently being carriedon by the Company categorical information of the Company in terms of the Rules isprovided below:

(A) Conservation of energy: (i) Steps taken or impact on conservation of energy Regular efforts are made to conserve the energy at all levels. Several environment friendly measures 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 for utilizing alternate sources of energy The Company is into Service Industry and hence except Electricity the Company is not required to use any other alternate source of energy.
(iii) Capital Investment on energy conservation equipments; NIL

(B) Technology absorption:

The activities and business of the Company are such that it does not involve use ofultra modern technologies and hence the disclosure under Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is notapplicable to the Company.

(C) Foreign Exchange Earning and Outgo:

During the year under review Company did not earn any foreign exchange and there is noforeign exchange outgo.

35. Disclosure as per the sexual harassment of women at workplace (PreventionProhibition and redressal) act 2013

The Company has in place a prevention of Sexual Harassment Policy in line with therequirement of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

There were no Complaints received and disposed off during the financial year 2019-20.

36. Information under Regulation 34 (3) read with Schedule V of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulation 2015:

There are no shares in the demat suspense account or unclaimed suspense account.

37. Acknowledgement

Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities Stock Exchanges andbusiness associates for their cooperation encouragement and continued support extended tothe Company. Your Directors also wish to place on record their appreciation to theAssociates for their continuing support and unstinting efforts in ensuring an excellentall round operational performance at all levels.

For and on behalf of the Board of Directors
Paresh Mulji Kariya
Chairman & Director
Mumbai 28th August 2020

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