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Swadeshi Polytex Ltd.

BSE: 503816 Sector: Infrastructure
NSE: N.A. ISIN Code: INE243N01029
BSE 00:00 | 07 Aug 6.19 -0.32
(-4.92%)
OPEN

6.19

HIGH

6.19

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6.19

NSE 05:30 | 01 Jan Swadeshi Polytex Ltd
OPEN 6.19
PREVIOUS CLOSE 6.51
VOLUME 100
52-Week high 11.52
52-Week low 2.37
P/E 2.04
Mkt Cap.(Rs cr) 24
Buy Price 6.51
Buy Qty 50.00
Sell Price 6.19
Sell Qty 602.00
OPEN 6.19
CLOSE 6.51
VOLUME 100
52-Week high 11.52
52-Week low 2.37
P/E 2.04
Mkt Cap.(Rs cr) 24
Buy Price 6.51
Buy Qty 50.00
Sell Price 6.19
Sell Qty 602.00

Swadeshi Polytex Ltd. (SWADESHIPOLYTEX) - Director Report

Company director report

TO THE MEMBERS

Your Directors have pleasure in presenting their 49th Annual Report on theBusiness and operations of the Company together with the audited results for the financialyear ended March 312019.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars Year Ended on 31.03.2019 Year Ended on 31.03.2018
Total Income 1327.81 596.77
Total Expenditure 570.41 602.39
Profit /(Loss) before exceptional items and tax from Continued operations 757.40 (5.62)
Tax Expenses from Continued operations 108.75 44.60
Profit (Loss) from continuing operation. 648.65 (50.22)
Profit /(Loss) before exceptional items and tax from discontinued operations 189.13 20.21
Tax Expenses from discontinued operations 38.94 3.75
Profit/(Loss) from discontinuing operations 150.19 16.46
Profit (Loss) after tax 798.84 (33.76)

In view of the huge carry forward losses and constrained liquidity position of theCompany your Directors have considered it appropriate not to recommend any dividend inthe financial year 2018-19.

RESULTS OF OPERATION

The Company has entered into the Real Estate sector in the earlier years and has earnedrevenue of Rs. 1315.71 lakh from selling of lease hold plot rights of the Company duringthe year. Your directors are hopeful of achieving better results in the current financialyear.

STATE OF COMPANY'S AFFAIRS

Gross revenues increased to Rs. 1327.81 lakh against Rs. 596.77 lakh in the previousyear. Profit from continuing operations was Rs. 648.65 lakh against loss of Rs. 50.22 lakhin the previous year. Profit from discontinuing operations was Rs. 150.19 lakhs againstprofit of Rs. 16.46 lakhs in the previous year. The profit of the Company for the yearunder review after tax was Rs. 798.84 lakh as against loss of Rs. 33.76 lakh in theprevious year.

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 Regulation 34 (2)(e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (“Listing Regulations”) is presented in a separate sectionwhich forms a part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the year Five (05) Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013(“the Act”).

Sl. No. Type of Meeting No. of Meetings Date of Meeting Directors attended the meeting
1. Board Meeting 2/2018 15.05.2018 1. Shri Hartaj Sewa Singh
2. Shri Naveen Aggarwal
3. Shri Niranjan Kumar Gupta
4. Shri Shyam Sunder Madan
5. Shri Bipin Behari Mehrotra
6. Ms. Purti Marwaha
7. Shri Yezdezard Jehangir Dastoor
2. Board Meeting 3/2018 13.08.2018 1. Shri Gaurav Swarup
2. Shri Hartaj Sewa Singh
3. Dr. Anil Gupta
4. Shri Rakesh Kumar Sinha
5. Shri Shamsher Bahadur Singh
6. Shri Naveen Aggarwal
7. Shri Niranjan Kumar Gupta
8. Shri Shyam Sunder Madan
9. Ms. Purti Marwaha
10. Shri Yezdezard Jehangir Dastoor
11. Shri Bipin Behari Mehrotra
3. Board Meeting 4/2018 02.11.2018 1. Shri Hartaj Sewa Singh
2. Dr. Anil Gupta
3. Shri Shamsher Bahadur Singh
4. Shri Rakesh Kumar Sinha
5. Shri Niranjan Kumar Gupta
6. Shri Naveen Aggarwal
7. Shri Shyam Sunder Madan
8. Ms. Purti Marwaha
9. Shri Bipin Behari Mehrotra
4. Board Meeting 1/2019 11.02.2019 1. Shri Hartaj Sewa Singh
2. Dr. Anil Gupta
3. Shri Rakesh Kumar Sinha
4. Shri Shamsher Bahadur Singh
5. Shri Naveen Aggarwal
6. Shri Niranjan Kumar Gupta
7. Shri Shyam Sunder Madan
8. Ms. Purti Marwaha
9. Shri Bipin Behari Mehrotra
5. Board Meeting 2/2019 11.03.2019 1. Shri Hartaj Sewa Singh
2. Shri Rakesh Kumar Sinha
3. Dr. Anil Gupta
4. Shri Shamsher Bahadur Singh
5. Shri Naveen Aggarwal
6. Shri Niranjan Kumar Gupta
7. Shri Shyam Sunder Madan
8. Shri Rakesh Kumar Sinha
9. Ms. Purti Marwaha
10. Shri Sukumar Arunachalam
6. Annual General Meeting for the FY 2017-18 48th 25.09.2018 1. Shri Naveen Aggarwal
2. Shri Bipin Behari Mehrotra
3. Shri Niranjan Kumar Gupta
4. Shri Shyam Sunder Madan

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 ofthe Act read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers)Rules 2014 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 Six (06) meetings of the Audit Committee were convened and held.

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) of the Act in the preparation ofthe annual accounts for the financial year ended 31stMarch 2019 and statethat:

(a) In the preparation of the financial statements the applicable accounting standardshad 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 ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the financial statements on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(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) OF THECOMPANIES ACT 2013

Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as laid down under section149(6) of the Act and regulation 16(1)(b) of Listing Regulations and there has been nochange in the circumstances which may affect their status as Independent Directors duringthe year.

RETIREMENT BY ROTATION

In terms of section 152 of Act following Directors of the Company retire by rotationand being eligible offer themselves for re-appointment.

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

2. Shri Shamsher Bahadur Singh having Director's Identification Number 03225016;

3. Shri Sukumar Arunachalam having Director's Identification Number 06624132;

Further as required under the Listing Regulations and Secretarial Standard on GeneralMeetings the brief resume of the above directors is furnished in the explanatorystatement to the Notice convening the ensuing Annual General Meeting of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and Rules made there under and as provided underSchedule IV of the Act and Regulation 17 and 25 of the Listing Regulations the Board hascarried out an annual evaluation of its own performance and that of its committees andindividual Directors. The evaluation process focused on various aspects of the Board andcommittees functioning such as their composition experience and competencies performanceof specific duties and obligations corporate governance and compliance management. Aseparate meeting of the Independent Directors was held inter-alia to review theperformance of Non-Independent Directors and the Board as a whole to review theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and to assess the quality quantity and timelinessof flow of information between the Company's management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2018-2019 following changes took place in the Board ofDirectors and Key Managerial Personnel of the company:

i) Ms. Stuti Thukral appointed as Company Secretary w.e.f 15thMay 2018 bythe Board of Directors.

ii) Nomination of Mr. Srinivas Sarvepalli withdrawn from the Board of Directors w.e.f31stMay 2018.

iii) Mr. A Sukumar appointed as Nominee Director w.e.f. 18th January 2019by the Board of Directors.

iv) Mr. Bipin Behari Mehrotra reappointed as Non Executive Director by the members ofthe Company.

v) Ms. Shyam Sunder Madan reappointed as independent director by the members of theCompany.

vi) Mr. Yezdezard Jehangir Dastoor reappointed as independent director by the membersof the Company.

vii) Mr. Niranjan Kumar Gupta reappointed as independent director by the members of theCompany.

viii) Mr. Naveen Aggarwal reappointed as independent director by the members of theCompany.

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 Act and Listing Regulations. As on date there are no executivedirector appointed in the Company.

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

M/s SPMR & Associates Chartered Accountants (Firm Registration No. 007578N) hasbeen appointed as Statutory Auditors of the Company from the conclusion of 47thAnnual General Meeting for a term of five consecutive years till the conclusion of 52ndAnnual General Meeting.

The Auditors' Report issued by the Statutory Auditors read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.

There were no instances of fraud in the Company during the year ended 31stMarch 2019. This is also being supported by the report of the auditors of the Company asno fraud has been reported in their audit report for the year ended 31st March2019 under section 143 (12) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasre-appointed Mr. Baldev Singh Kashtwal Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year ended March 31 2019. TheSecretarial Audit Report is annexed herewith as “Annexure B”. The Board has dulyreviewed the Auditor's Report and noted that there was no adverse remark given by theAuditor in their report.

c. INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. NSBP & Co. as InternalAuditors pursuant to the provisions of Section 138 of the Act for the financial yearended 31st March 2019.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 and SS-2 relating to meetings of the Board ofDirectors and General Meetings respectively have been duly followed by the Company.

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 SECTION 188 OF THE COMPANIES ACT 2013.

During the year the Company had entered into related party transactions as mentionedin the balance sheet. The details of transactions in form AOC-2 is annexed herewith as“Annexure-C”.

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 year under review there are no material changes and commitmentsnoticed by 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 all steps for conservation of energy. HoweverTechnology Absorption is not applicable to the Company as the Company is not using anytechnology as per the business of the Company. Further there were no foreign exchangeearnings 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 both in respectof internal and external risks. The objective is to minimize the impact of risksidentified and taking advance actions to mitigate them. Risk management forms an integralpart of the management policy and is an ongoing process integrated with operations asrequired under section 134(3)(n) of the Companies Act 2013. At present the Company hasnot identified any element of risk which may threaten the existence of the company.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMAN ATWORKPLACE

As per the Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 your Company has complied with provisions relating to constitution ofInternal Complaints Committee.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has formed the Corporate Social Responsibility Committee pursuant to theprovisions of Section 135 of the Companies Act 2013 consisting of the following members:

1. Mr. Shyam Sunder Madan : Chairman
2. Mr. S.B. Singh : Committee Member
3. Mr. B. Mehrotra : Committee Member

SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism in the form of whistle blower policy inline with the Act and the Listing Regulations to deal with instances of unethical and/orimproper conduct and taking suitable steps to investigate and correct the same.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance is not applicable to the Company as per Regulation 15 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 since the paid upshare capital of the Company does not exceed 10 Crore and net worth does not exceed Rs. 25Crore. Hence the same is not part of the Board's report.

INTERNAL FINANCIAL CONTROL SYSTEM

Internal financial controls are integral part of the risk management process addressingamongst other financial and non-financial risks. The internal financial controls have beendocumented and augmented in the day to day business processes. The Internal Auditorsindependently evaluate the adequacy of internal controls and concurrently audit themajority of the transactions in value terms. Assurance on the effectiveness of internalfinancial controls is obtained through management reviews self-assessment continuousmonitoring by functional experts as well as testing by the Statutory/Internal Auditorsduring the course of their audits. Significant audit observations and follow-up actionsthereon are reported to the Audit Committee. The observations and comments of the AuditCommittee are placed before the Board.

The Company's Internal Control System is commensurate with its size scale andcomplexities of the operations.

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 under review no significant or material orders were passed by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its operations in future.

ACKNOWLEDGEMENTS

The Company and its Directors wish to place on record their sincere appreciation to allthe employees/ consultants for their dedication and commitment and also extend theirsincerest thanks to the Members of the Company for their co-operation. Further theDirectors would like to express their sincere appreciation towards all associates vendorsand stakeholders including financial institutions banks Central and State Governmentauthorities Suppliers and other business associates who have reposed their confidence inthe Company at all levels for their continuous co-operation and support. It will be theCompany's endeavor to build and nurture these strong links with its stakeholders.

By order of the Board For Swadeshi Polytex Limited

Sd/- Sd/-
(Shamsher Bahadur Singh) (Bipin Behari Mehrotra)
Place : New Delhi Director Director
Dated : 5th August 2019 (DIN: 03225016) (DIN: 03279399)