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Swadeshi Polytex Ltd.

BSE: 503816 Sector: Industrials
NSE: N.A. ISIN Code: INE243N01011
BSE 00:00 | 19 Feb 18.70 0
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NSE 05:30 | 01 Jan Swadeshi Polytex Ltd
OPEN 18.70
PREVIOUS CLOSE 18.70
VOLUME 25
52-Week high 18.70
52-Week low 9.50
P/E 1.22
Mkt Cap.(Rs cr) 7
Buy Price 18.70
Buy Qty 983.00
Sell Price 0.00
Sell Qty 0.00
OPEN 18.70
CLOSE 18.70
VOLUME 25
52-Week high 18.70
52-Week low 9.50
P/E 1.22
Mkt Cap.(Rs cr) 7
Buy Price 18.70
Buy Qty 983.00
Sell Price 0.00
Sell Qty 0.00

Swadeshi Polytex Ltd. (SWADESHIPOLYTEX) - Director Report

Company director report

Your Directors have pleasure to present 48th Annual Report andFinancial Statements for the financial year ended March 31 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars

Year Ended on 31.03.2018

Year Ended on 31.03.2017

Total Income

622.35

768.34

Total Expenditure

607.76

559.43

Profit (Loss) before exceptional items and tax

14.59

208.91

Deferred Tax Assets /current tax/income tax provision

48.35

95.66

Profit (Loss) from continuing operation.

(33.76)

113.25

Profit/(Loss) from discontinuing operations

-

-

Profit (Loss) after tax

(33.76)

113.25

The Company has not recommended any dividend in the financial year2017-18 due to losses in the company.

RESULTS OF OPERATION

There were no production activities during the year; the Company hasnot made any manufacturing profit during the year. The Company has entered into the RealEstate sector in the earlier years. The Company has earned revenue of Rs. 309.44 lakh fromselling of lease plot rights of the Company during the year. Your directors are hopeful ofachieving better results in the current financial year.

STATE OF COMPANY'S AFFAIRS

Gross revenues decreased to Rs. 622.35 lakh against Rs. 768.34 lakh inthe previous year. Profit before taxation was Rs. 14.59 lakh against profit of Rs. 208.91lakh in the previous year. The loss of the Company for the year under review after tax wasRs. 33.76 lakh as against profit of Rs. 113.25 lakh in the previous year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as

"Annexure A".

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis for the year as stipulated underRegulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms a part of the AnnualReport.

NUMBER OF MEETINGS OF THE BOARD

During the year Five (05) Board Meetings were convened and held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

Type of Meeting

No. of meetings

Date of Meeting

Directors attended the meeting
1 Board Meeting

2/2017

25.05.2017

1. Shri H.S. Singh
2. Shri P.C. Vaish
3. Shri S.B. Singh
4. Dr. Anil Gupta
5. Shri R. K. Sinha
6. Shri Naveen Aggarwal
7. Shri N.K. Gupta
8. Shri S.S. Madan
9. Ms. Purti Marwaha
10. Shri Y.J. Dastoor
2 Board Meeting

3/2017

27.06.2017

1. Shri H.S. Singh
2. Shri P.C. Vaish
3. Dr. Anil Gupta
4. Shri S.B. Singh
5. Shri S.S. Madan
6. Ms. Purti Marwaha
7. Shri Y.J. Dastoor
8. Shri B.Mehrotra
3 Board Meeting

4/2017

10.08.2017

1. Shri H.S. Singh
2. Shri P.C. Vaish
3. Dr. Anil Gupta
4. Shri S.B. Singh
5. Shri R. K. Sinha
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

5/2017

14.11.2017

1. Shri Gaurav Swarup
2. Shri H.S Singh
3. Shri P.C. Vaish
4. Shri R. K. Sinha
5. Shri S.B. Singh
6. Shri Naveen Aggarwal
7. Shri N.K. Gupta
8. Shri Y.J. Dastoor
9. Shri S.S. Madan
10. Shri B.Mehrotra
5 Board Meeting

1/2018

09.02.2018

1. Shri H. S. Singh
2. Shri R. K. Sinha
3. Dr. Anil Gupta
4. Shri S.B. Singh
5. Shri. Srinivas Sarvepalli
6. Shri Naveen Aggarwal
7. Shri N.K. Gupta
8. Shri S.S. Madan
9. Shri B.Mehrotra
10. Ms. Purti Marwaha
6 Annual General Meeting for the FY 2016-17

47th

28.09.2017

1. Shri H. S. Singh
2. Shri S.B. Singh
3. Shri B.Mehrotra
4. Shri Naveen Aggarwal
5. Shri Y.J. Dastoor
6. Shri S.S. Madan

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisionsof Section 177 of the Companies Act 2013 read with Rule 6 and 7 of the Companies(Meetings of the Board and its Powers) Rules 2013 consisting of the following members:

1. Mr. Naveen Agarwal : Chairman

2. Dr. Anil Gupta : Committee Member

3. Mr. N.K. Gupta : Committee Member

During the year Four (04) meetings of the Audit Committee were convenedand held.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuringcompliance with the provisions of section 134 (3) (c) and Section 134 (5) (c) of theCompanies Act 2013 in the preparation of the annual accounts for the financial yearended 31st March 2018 and state that: (a) in the preparation of the financial statementsthe applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state ofaffairsofthecompanyattheendofthefinancialyearand of the profit and loss of the company for that period; (c) the directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; (d) the directors hadprepared the financial statements on a going concern basis; (e) the directors had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION149 (6) OF COMPANIES ACT 2013

All independent directors have given declarations that they meet thecriteria of independence as laid down under section 149 of the Companies Act 2013 andregulations 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and were placed at the Board meeting held on 15th May 2018.

RETIREMENT BY ROTATION

In terms of section 152 of the Companies Act 2013 following Directorsof the Company retire by rotation and being eligible offer themselves forre-appointment.

1. Shri Gaurav Swarup having Director's Identification Number

00374298;

2. Shri Bipin Behari Mehrotra having Director's Identification Number

03279399;

3. Dr. Anil Gupta having Director's Identification Number

07319209;

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Rules madethere under and as provided under Schedule IV of the Act and the Listing Regulations theBoard has carried out the annual performance evaluation of itself the Directorsindividually as well as the evaluation of the working of its Committees.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2017-2018 following changes took place inthe Board of Directors and Key Managerial Personnel of the company: i) Nomination of Mr.Alokendra Banerjee withdrawn from the Board of Directors w.e.f 19th May 2017. ii) Dr.Anil Gupta appointed as Additional / Nominee Director of the Company w.e.f 19th May 2017.iii) Ms. Sunita Gujjar resigned as Company Secretary w.e.f 20th November 2017. iv) Ms.Lovely Kumari appointed as Company Secretary w.e.f 20th November 2017. v) Nomination ofMr. P.C. Vaish withdrawn from the Board of Directors w.e.f 18th December 2017. vi) Mr.Srinivas Sarvepalli appointed as Additional / Nominee Director of the Company w.e.f 18thDecember 2017 vii) Ms. Lovely Kumari resigned as Company Secretary w.e.f 15th March2018. viii) Ms. Stuti Thukral appointed as Company Secretary w.e.f 15th May2018. ix) Nomination of Mr. Srinivas Sarvepalli withdrawn from the Board of Directorsw.e.f 31st May 2018.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Functions and Terms of Reference of the Nomination and RemunerationCommittee of the Company are as per the Companies Act 2013 and SEBI (LODR) Regulations2015. As on date there was no executive director appointed in the Company.

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

The Auditors' Report read together with relevant notes thereon are selfexplanatory and hence do not call for any further comments under Section 134 of theCompanies Act 2013. b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the companyhas appointed Mr. Baldev Singh Kashtwal of M/s. RSM & Co. a secretarial firm toundertake the Secretarial Audit of the Company for the financial year ended March 312018. The Secretarial Audit Report is annexed herewith as "Annexure B".The Board has duly reviewed the Auditor's Report and noted that there was no adverseremark 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 anyinvestments under section 186 of the Companies Act 2013 read with the Companies (Meetingsof Board and its Powers) Rules

2014 during the year.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER 188 OF THE COMPANIES ACT2013

During the year the Company had not entered into any related partytransactions.

DEPOSITS

The Company has not accepted any deposits during the financial yearunder review in terms of section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014 and also no amount was outstanding on account ofprincipal or interest 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 andcommitments noticed by the Board.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGEEARNINGS AND OUT-GO:

In pursuance to section 134 (3) (m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 Company has taken all steps for conservation ofenergy. However Technology Absorption is not applicable to the Company as the Company isnot using any technology as per the business of the Company. Further there were noforeign exchange earnings and outgo during the year under review.

BUSINESS RISK MANAGEMENT:

A well- defined risk management mechanism covering the risk mapping andtrend analysis risk exposure potential impact and risk mitigation process is in place.The objective is to minimize the impact of risks identified and taking advance actions tomitigate them. The Company regularly maintains a proper check in normal course of itsbusiness regarding Risk Management as required under section 134 (3) (n) of the CompaniesAct 2013.

At present the Company has not identified any element of risk whichmay threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of Section 135 of Companies Act 2013 the Company does notfulfill the criteria of net worth or turnover for Corporate Social Responsibility; hencethe same is not applicable to the Company.

SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint venture or AssociateCompany.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism and framed whistle blowerpolicy for Directors and employees to report concerns about the unethical behavior actualor suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

CORPORATE GOVERNANCE REPORT

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

INTERNAL FINANCIAL CONTROL SYSTEM

The Board has adopted an Internal Financial Control Policy to befollowed by the Company for ensuring the orderly and efficient conducts of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information.. The Company'sInternal Control System is commensurate with its size scale and complexities of theoperations. The Internal Auditors independently evaluate the adequacy of internal controlsand concurrently audit the majority of the transactions in value terms. The AuditCommittee actively reviews and evaluates the internal financial control systemperiodically and suggests improvements to strengthen the same. The observations andcomments of the Audit Committee are placed before the Board.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviors of any form and the Boardhas laid down the directives to counter such acts. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

None of the employees were in receipt of remuneration of more than thatas prescribed under the Companies Act 2013 and Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014.

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

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

ACKNOWLEDGEMENT

Your Company and its Directors wish to extend their sincerest thanks tothe Members of the Company and Staff for their continuous co-operation and assistance andfurther wish to place on record their appreciation towards all associates includingBankers Suppliers and others who have reposed their confidence in the Company at alllevels for their continuous co-operation and support.

By order of the Board For Swadeshi Polytex Limited

Sd/-

Sd/-

(Shamsher Bahadur Singh)

(Bipin Behari Mehrotra)

Director

Director

(DIN: 03225016)

(DIN No: 03279399)

Place : New Delhi Dated : 13th August 2018