Polytex India Ltd Directors Report.

To,

The Members Polytex India Ltd. Mumbai

Your Directors have pleasure in presenting their 33rd Annual Report with the audited accounts for the year ended 31st March, 2019.

1. Financial Results

During the year under review, the Company has earned total income of Rs. 7,343,918 and earned a profit of Rs.974,975 after providing for provision for taxation of Rs. 340,846(Including provision for deferred Tax).

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

Particulars

For the year ended 31st March, 2019

For the year ended 31st March, 2018

Profit Before Depreciation and Tax

13,15,821

25,67,333

Depreciation

0

0

Profit before Tax

13,15,821

25,67,333

Provision for Tax

(338,000)

(735,000)

Deferred Tax

(4297)

0

Previous Years Adjustments

1451

(142,052)

Profit After Tax

974,975

1690281

Transferred to General Reserve

0

0

Surplus in the Statement of P & L Account

16,761,288

15,786,313

 

*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, 2019.

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. Public Deposits

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

6. 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

7. 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 subsection (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 vizwww.polytexindia.com

8. Number of meeting of Board of Directors

The Board of Directors of the Company met Six (6) times during year 2018-19 on, 21.04.2018, 28.05.2018, 10.08.2018, 14.11.2018, 08.02.2019 and 22.03.2019. 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, 2019 the Independent Director held a separate meeting on 22.03.2019 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.

9. Directors and Key Managerial Personnel Pursuant to Section 152 of the Companies Act, 2013, Mr. Arvind Mulji Kariya, Director of the Company, retire by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

10. 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.

11. Directors Responsibility Statement

In compliance with Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms the following:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Appropriate accounting policies have been selected and applied consistently and have 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 March 31, 2019 and of the profit and loss of the Company for the year ended March 31, 2019,

c) Proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis;

e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively,

f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. 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.

13. 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 31.03.2019, the NRC comprises of the following members:

Mr. Nitin Khimji Kariya

- Chairman

Ms. Priti Rameshbhai Sagar*

- Member

Mr. Sachindanand Rajaram Adam

- Member

 

During the year, the committee met three time in the year on 28.05.2018, 10.08.2018 and 08.02.2019 all Committee members have attended both meeting.

*The Member of the Committee, Mr. Kranti Bhowad, is a Non-Executive Independent Director had been resigned w.e.f.08.02.2019.and Ms. Priti Rameshbhai Sagar was appointment the as Additional Independent Director w.e.f 08.02.2019.

14. Stakeholders Relationship Committees

As on 31.03.2019, the Company has Stakeholders Relationship Committee comprising of the following three Non-Executive and Independent Directors:

Mr. Nitin Khimji Kariya - Chairman

Ms. Priti Rameshbhai Sagar* - Member

Mr. Sachindanand Rajaram Adam - Member

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

During the year, the committee met Four times in the year on 28.05.2018, 10.08.2018, 14.11.2018 and 08.02.2019 all Committee members have attended both meeting.

*The Member of the Committee, Mr. Kranti Bhowad, is a Non-Executive Independent Director had been resigned w.e.f.08.02.2019.and Ms. Priti Rameshbhai Sagar was appointment the as Additional Independent Director w.e.f 08.02.2019.

15. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 & Co.,Apraj& Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office upto the conclusion of the Thirty Six (36th) Annual General Meeting. However, their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

16. Auditors Report

The Auditors Report to the Members on the Accounts of the Company for the financial year ended March 31, 2019 does not contain any qualifications, reservations or adverse remarks.

17. 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

18. Secretarial Auditors

M/s. Ruchil Gandhi & Associates was appointed to conduct the Secretarial Audit of the Company for FY 2018-19, as required under section 204 of the Companies Act, 2013 and rules thereunder. The secretarial audit report for FY 2018-19 forms the part of the annual report as Annexure II of the Boards report.

The Secretarial Audit Report does not contain any material qualification, reservation or adverse remark

19. Audit Committee

As on 31.03.2019, the Company has an Audit Committee comprising of the following three NonExecutive and Independent Directors:

Mr. Nitin Khimji Kariya - Chairman
Ms. Priti Rameshbhai Sagar* - Member
Mr. Sachindanand Rajaram Adam - Member

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 thereat are given in the Corporate Governance Report.

During the year, the committee met Four times in the year on 28.05.2018, 10.08.2018, 14.11.2018 and 08.02.2019 all Committee members have attended both meeting.

*The Member of the Committee, Mr. Kranti Bhowad, is a Non-Executive Independent Director had been resigned w.e.f.08.02.2019.and Ms. Priti Rameshbhai Sagar was appointment the as Additional Independent Director w.e.f 08.02.2019.

20. 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.

21. 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

22. 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.

23. Familiarization Programme for Independent

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.

24. 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

No material changes and commitments affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and date of this report.

25. 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 any Regulator or Court or Tribunal which would impact the going concern status and the companys operation in future.

26. 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

27. Change in the Nature of Business

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

28. 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

29. Annual Return

An extract of the Annual return has been annexed as Annexure IV to the Board Report in compliance with section 92 of the Companies Act 2013 read with applicable Rules made thereunder.

30. 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 periods 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.

31. 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

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

33. 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 air-conditioning 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.

34. 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 2018-19.

35. 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.

34. 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

Paresh Mulji Kariya
Chairman & Director
Mumbai,
13th August, 2019