DIRECTORS' REPORT TO THE MEMBERS Your 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. 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/- (S.B. Singh) Director (DIN No. 03225016) Sd/- (B. Mehrotra) Director (DIN No. 03279399 Place : New Delhi Dated: 27th May, 2015 |