Dear MEMBERS,
The Directors have pleasure in presenting their 45th Annual Report
together with the Audited Accounts of the Company for the Year ended
March 31,2015.
HIGHLIGHTS
There were no production activities during the year, the Company has
not made any manufacturing profit during the year.
The Company has entered into the Real Estate sector in the earlier
years. The Company has earned revenue of Rs. 727.50 Lacs from selling
of lease plot rights of the Company during the year. Your directors are
hopeful of achieving better results in the current financial year.
FINANCIAL RESULTS
Particulars Year Ended on Year Ended on
31.03.2015 31.03.2014
(in Lakhs) (in Lakhs)
Total Income 886.08 733.71
Total Expenditure 761.68 584.04
Profit /Loss before exceptional 124.40 149.67
items and tax
Deferred Tax Assets /current 22.96 171.66
tax/income tax provision
Profit from continuing operation. 101.44 321.34
Profit after tax 8.00 321.34
Balance in Profit & Loss Account (6790.65) (7112.00)
brought forward from last Year
Balances Carried forward to (6782.65) (6790.65)
Balance Sheet
Due to accumulated losses in the company, no amount is being
transferred to the General Reserves.
Further, the Company has not recommended any dividend in the financial
year 2014-15.
STATE OF COMPANY'S AFFAIRS
Gross revenues increased to Rs. 886.08 lacs against Rs. 733.71 lacs in
the previous year. Profit before taxation was Rs. 124.40 lacs against
Rs. 149.67 lacs in the previous year. The net profit of the Company for
the year under review was placed at Rs. 8.00 lacs as against Rs. 321.34
lacs in the previous year.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure A". NUMBER OF MEETINGS OF THE
BOARD
During the year Four (04) Board Meetings and Five (05) Audit Committee
Meetings were convened and held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION
149 (6) OF COMPANIES ACT, 2013
Mr. Hartaj Sewa Singh & Mr. Alokendra Banerjee, both Directors of the
Company, retire by rotation and, being eligible, offer themselves for
re appointment. The Directors recommend Mr. Hartaj Sewa Singh & Mr.
Alokendra Banerjee for re-appointment.
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Mr. Atul Seksaria, an independent director submitted his resignation to
the Board on March 01,2015 due to his pre-occupation. The same was
accepted by the Board through Circular Resolution, which was further
noted in the Board Meeting held on 27.05.2015. The Board hereby places
on record its sincerest thanks and gratitude for the invaluable
contribution made by Mr. Atul Seksaria towards the growth and
development of the company during his tenure as a director.
The Board has appointed Ms. Purti Marwaha as an Independent Director of
the Company (in place of Mr. Atul Seksaria) with effect from 12th
February, 2015 to hold office for five consecutive years.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
Appointment & Remuneration Committees.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, IF COMPANY
IS COVERED UNDER SECTION 178(1)
Functions and Terms of Reference of the Nomination and Remuneration
Committee of the Company are as per the Companies Act 2013 and the
listing agreement. Further, Company's Remuneration policy is market led
and takes into account the competitive circumstance of the business so
as to attract and retain quality talent and leverage performance
significantly.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
a. AUDITORS:
The Auditors M/s SANMARKS & Associates, Chartered Accountants, retire
at the conclusion of the ensuing Annual General Meeting and being
eligible offer themselves for re-appointment.
The Auditors' Report read together with relevant notes thereon are self
explanatory and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.
b. SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the company has appointed Mr. Naveen K. Rastogi of M/s. N.K.
Rastogi & Associates, a firm of company Secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit
report is annexed herewith as "Annexure B".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
The company has not given any loans or guarantees and has not made any
investments covered under the provisions of section 186 of the
Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER
SECTION 188 OF THE COMPANIES ACT, 2013
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
DEPOSITS
During the year under review, Your Company has not accepted any
deposits 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 of principal or interest thereon, as on the
date of the Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes and commitments noticed by the Board
between the end of the financial year of the company, i.e., 31.03.2015
and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT-GO:
In the absence of any manufacturing activities during the year under
review, no steps were required to be taken for conservation of energy
and technology absorption.
Further, there were no foreign exchange earnings and outgo during the
year under review.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company
regularly maintains a proper check in normal course of its business
regarding Risk Management.
At present the Company has not identified any element of risk which may
threaten the existence of the company. CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES
As per Section 135 of Companies Act, 2013, the Company does not fulfil
the criteria of net worth or turnover for Corporate Social
Responsibility, hence the same is not applicable to the Company.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has approved vigil Mechanism in its Board Meeting to deal
with instance of fraud and mismanagement, if any.
CORPORATE GOVERNANCE REPORT
As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014
in continuation to circular No. CIR/CFD/POLICY CELL/2/2014 dated April
17, 2014; the SEBI has exempted the applicability of clause 49 of the
Listing Agreement to the Companies having paid up equity share capital
not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores,
as on the last day of the previous financial year.
Hence, Clause 49 is not applicable to the Company since the Paid up
capital of Company as on the last day of the previous financial year is
Rupees 3.90 Crores and the net worth does not exceed Rupees 25 Crores.
However, the company has still presented a Corporate Governance Report
as a matter of better Corporate Governance Practice, which have been
highlighted in the Boards' Report also.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board .
The management monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies. Based on the report of
internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PARTICULARS OF EMPLOYEES
There was no employee in the Company and also drawing salary more than
Rupees 60 lacs in the Company and as such no details are required to be
given.
ACKNOWLEDGEMENT
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous co-operation and assistance.
For and on behalf of the Board
For Swadeshi Polytex Limited
Sd/- Sd/-
Place : New Delhi (S.B. Singh) (B. Mehrotra)
Dated: 27th May,2015 Director Director
(DIN No. 03225016) (DIN No. 03279399) |