polytex india ltd Directors report

To,

The Members Polytex India Limited,

Mumbai.

Your Directors have pleasure in presenting their 37^th Annual Report with the Audited Accounts for the year ended 31^st March, 2023.

1. Financial Results

During the year under review, the Company has NIL income (PY Rs. 17,52,264) and net loss of Rs. 7,48,994/- (PY Rs. 74,59,175/-)

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

Particulars	For the year ended 31st March, 2023	For the year ended 31st March, 2022
Income From Operation	-	17,52,264
Other Income	-	-
Total Income	-	17,52,264
Profit Before Depreciation and Tax	(15,00,885)	(82,13,788)
Depreciation	-	-
Profit Before Tax	(15,00,885)	(82,13,788)
Tax Expense	(7,51,891)	(7,54,613)
Profit After Tax	(7,48,994)	(74,59,175)

*Previous years figures have been regrouped / rearranged wherever necessary

2. Operations of the Company

The overall performance during the year under review has not been quite satisfactory due to recession in the overall market. The company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the current year.

3. Dividend

Considering the need to conserve resources for future projects, your. Directors have not recommended any dividend for the financial year ended 31st March, 2023.

4. Share Capital

During the year under review, there was no change in the Share Capital structure and the paid up capital of the Company.

5. Material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

There are no significant material changes and commitments affecting the financial position of the company that occurred between the end of financial year and the date of this report.

6. Public Deposits

The Company has not accepted any fixed deposits from public, or its employee during the year.

7. Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report. However, it is to be noted that the Company being the Registered NBFC, the provision of section 186 is not applicable to the Company.

8. Particulars of Contracts or arrangements with related parties

All related party transaction entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with interest of the company at large. The particulars of such contract or arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the companies Act, 2013 are attached herewith in Annexure I in Form No. AOC - 2.

All related party transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

The Policy of Related Party transaction / Disclosures are approved by the Board is posted on the Companys website viz www.polytexindia.com.

9. Number of meeting of Board of Directors

The Board of Directors of the Company met Five (5) times during year 2022-23 on 04.05.2022, 30.05.2022, 13.08.2022, 11.11.2022 and 10.02.2023. The details of various Board Meetings are provided in the Corporate Governance Report that forms part of this Annual Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

Additionally, during the financial year ended March 31, 2023 the Independent Director held a separate meeting on 10.02.2023 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. All the Three Independent Directors have attended the meeting.

10. Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act, 2013, Mr. Arvind Mulji Kariya (DIN: 00216112), Director of the Company, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The details of Director being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are contained in the accompanying Notice convening the ensuing Annual General Meeting of the company.

During the Financial Year following changes occurred:

• On 04/05/2022, Mrs. Ankita Gupta Company Secretary and Compliance Officer of the Company resigned and again appointed as Company Secretary and Compliance Officer w.e.f 13/08/2022.

• Mr. Paresh Mulji Kariya (DIN: 00215937) Director of the Company absents himself from all meetings of the board held during a period of 12 months, the Board has taken a note on the vacation of the office of the Mr. Paresh Mulji Kariya w.e.f. 30.05.2022.

• On 13/08/2022, Mr. Kapil Purohit (DIN: 09452936), Mrs. Deepa Jayramdas Lakhwani (DIN: 09698600) and Mrs. Heena Gurmukhdas Kukreja (DIN: 09703418) were appointed as an Additional Independent Director.

• On 13/08/2022, Mrs. Jegna Arvind Kariya (DIN: 02376901) appointed as an Additional Director (Non-Executive)

• On 13/08/2022, Mrs. Priti Rameshbhai Sagar (DIN: 02376953), Mr. Sachchidanand Rajaram Adam (DIN: 07109630) and Mr. Nitin Khimji Kariya (DIN: 02507675) Independent Director of the Company resigned.

• In the Annual General Meeting held on 30/06/2022 Mr. Kapil Purohit (DIN: 09452936), Mrs. Deepa Jayramdas Lakhwani (DIN: 09698600), Mrs. Heena Gurmukhdas Kukreja (DIN: 09703418) and Mrs. Jegna Arvind Kariya (DIN: 02376901) were regularized.

11. Declaration of Independent Directors

The Company has received necessary declaration form the each Independent Directors under section 149(7) of the Companies Act, 2013, that he/she meets the criteria for independence as laid down in Section 149(6) of the Companies Act 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 Directors hereby confirms the following:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures there from;

(ii) they have, in the selection of the accounting policies, consulted the joint statutory auditors and have applied their recommendation 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 as at 31 March, 2023 and of the profit of the company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively during the year ended 31 March, 2023; and

(vi) proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31 March, 2023.

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and under regulation 25 of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015, 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, Nomination & Remuneration Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre - determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole its committees and also the evaluation of Individual Directors. While the individual Directors Performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairmans and Non - Independent Directors performance was appraised through feedback from Independent Directors.

14. Policy relating to remuneration of Directors, Key Managerial Personnel and other Employees

The Board has on the recommendation of the Nomination and Remuneration Committee, framed and adopted the policy for selection and appointment of Directors, senior management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report which forms part of this Report. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, Independent nature of the Directors, personal and professional standing, diversity of the Board etc.

As on 31.03.2023, the NRC comprises of the following members:

Mrs. Deepa Jayramdas Lakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. Heena Gurmukhdas Kukreja	- Member

During the year, the committee met Five times in the year on 04.05.2022, 30.05.2022, 13.08.2022, 11.11.2022 and 10.02.2023 all Committee members had attended all the meeting in their tenure.

15. Stakeholders Relationship Committees

As on 31.03.2023, the Company has Stakeholders Relationship Committee comprising of the following three Non-Executive and Independent Directors:

Mrs. Deepa Jayramdas Lakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. Heena Gurmukhdas Kukreja	- Member

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

During the year, the committee met Five times in the year on 04.05.2022, 30.05.2022, 13.08.2022, 11.11.2022 and 10.02.2023 all Committee members had attended all the meeting in their tenure.

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) was appointed as the Statutory Auditors of the Company in the Annual General Meeting held on 30^th

September, 2020 to hold office upto the conclusion of the Thirty nine (39th) Annual General Meeting subject to the ratification at every Annual General Meeting and are eligible for re-appointment

They have confirmed their eligibility and willingness to be re-appointed. A resolution seeking ratification of their appointment is provided in the notice.

The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

17. Auditors Report

There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. The comments by the auditors in their Report read along within formation and explanation given in Notes to Accounts are self explanatory and do not call for further explanation.

18. COST RECORD AND COST AUDIT

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of section 148(1) of the Act is not applicable for the business activities carried out by the company.

19. Details of Fraud Reported By Auditors

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

20. Secretarial Auditors

M/s. Sandeep Dubey & Associates was appointed to conduct the Secretarial Audit of the Company for FY 2022-23, as required under section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit report for FY 2022-23 forms the part of the annual report as Annexure II of the Boards report.

Clarification on Observations of Secretarial Auditor:

Due to unintentional or without any malafide intention non compliances as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Foreign Exchange Management Act, 1999, The Companies Act, 2013, etc. were made in FY 2022-23. But later on all the compliances were done. However due to shortage of funds some of the penalties levied are still not paid.

21. Audit Committee

Mrs. Deepa Jayramdas Lakhawani	- Chairperson
Mr. Kapil Purohit	- Member
Mrs. Heena Gurmukhdas Kukreja	- Member

During the year, the committee met Five times in the year on 04.05.2022,

30.05.2022, 13.08.2022, 11.11.2022 and 10.02.2023 all Committee members had attended all the meeting in their tenure.

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

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

22. Internal Financial Control

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

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

23. Internal Control System and their Adequacy

Your Company maintains adequate internal control system and procedure commensurate with its size and nature of operations. The internal control system are designated to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transaction, safeguarding the assets of the Company and prevent misuse/losses and legal compliance. The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

24. Code of Conduct for Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.

25. Listing Fees:

The Equity Shares of the Company is listed on BSE Limited and the Company has not paid the applicable listing fees to the Stock Exchange due to shortage of funds and the same is in process to be paid.

26. RBI Guidelines:

The company has complied with and continues to comply with all the applicable regulations and directions of the RBI.

27. Vigil Mechanism for Directors and Employee

In Compliance with the provisions of Section 179(9) of the Companies Act, 2013 read has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company. The Whistle Blower Policy is disclosed on the Companys website www.polytexindia.com.

28. Risk Management Framework

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

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

29. Familiarization Programme for Independent Director.

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 mandates the Company to familiarize the Independent Directors with the Company by conducting training programmes. During the year, the 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 / reports and internal policies to enable them to familiarize with the Companys procedures and practices and keep themselves abreast of the latest corporate, regulatory and Industry developments

30. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There are no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the company and its future operations

31. Subsidiaries, Joint Ventures and Associate Companies

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

32. Change in the Nature of Business

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

33. Particulars of Employees

Information on particulars of employees remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The Ratio of remuneration of each director to the median employees remuneration and other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure III.

34. Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at www.polytexindia.com

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

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

36. Corporate Governance

We strive to maintain high standard of Corporate Governance in all our interactions with stakeholders. The Company has conformed to the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level of compliance is attached and forms a part of the Boards Report

37. Management Discussion and Analysis Report

Management Discussion and Analysis forms a part of this annual report and is annexed to the Boards Report.

38. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Your Company is not an energy intensive unit, however possibilities are continuously explored to conserve energy and to reduce energy consumption to the extent possible. During the year under review, considering the nature of activities presently being carried on by the Company, categorical information of the Company in terms of the Rules is provided 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 airconditioning 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 of ultra modern technologies and hence the disclosure under Section 134

(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

(C) Foreign Exchange Earning and Outgo:

During the year under review Company did not earn any foreign exchange and there is no foreign exchange outgo.

39. Disclosure as per the sexual harassment of women at workplace (Prevention, Prohibition and redressal) act, 2013

The Company has in place a prevention of Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no Complaints received and disposed off during the financial year 2022-23.

40. Information under Regulation 34 (3) read with Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015:

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

41. Secretarial Standards

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial audit Report.

Compliance with Secretarial Standards on Board and General Meetings

The company has complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the board of directors and general meetings held during the year.

42. CEO / CFO Certification:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance norms, Mr. Arvind Mulji Kariya, (DIN: 00216112) Director and Chief Financial Officer has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2023.

43. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

During the year under review, there were no application made or proceeding pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

44. The details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there has been no one time settlement of Loans taken Banks and Financial Institutions.

45. Acknowledgement

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

For and on behalf of the Board of Directors
Polytex India Limited
Arvind Mulji Kariya	Jigna Arvind Kariya
Director & CFO	Director
DIN:00216112	DIN:02376901
Date: 14/08/2023
Place: Mumbai