swadeshi polytex ltd share price Directors report

TO THE MEMBERS

DEAR SHAREHOLDERS,

Your Directors have pleasure in presenting their 53rd Annual Report along with the Audited Financial Statements on the Business and operations of the Company for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

The highlights of your Companys financial results for the financial year ended March 31, 2023 and for the previous year are summarized below:

(Rs. in Lakhs)

Particulars	Year Ended on 31.03.2023	Year Ended on 31.03.2022
Revenue from Operations	4433.56	3622.80
Other Income	246.66	47.10
Total Income	4680.22	3669.90
Total Expenditure	356.43	289.26
Profit /(Loss) before tax from Continued operations	4323.79	3380.64
Tax Expenses from Continued operations	836.61	835.44
Profit (Loss) from continuing operations	3487.18	2545.20
Profit /(Loss) before tax from discontinued operations	(3.32)	9.80
Tax Expenses from discontinued operations	(0.84)	2.47
Profit/(Loss) from discontinuing operations	(2.48)	7.33
Profit (Loss) after tax	3484.70	2552.53

APPROPRIATIONS:

a. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2023.

UNPAID / UNCLAIMED DIVIDEND

No amount of unpaid / unclaimed dividends and unclaimed equity shares to IEPF account was transferred during the year as the same was not required.

b. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to general reserve during the current financial year. Company earned profit of Rs. 3484.70 lakhs during the Financial Year 2022-23.

SHARE CAPITAL

a) The Company has not made any allotments during the year under review.

b) The Company has not bought back any of its securities during the year under review.

c) The Company has not issued any sweat equity shares during the year under review.

d) No Bonus shares were issued during the year under review.

e) The Company has not provided any Stock Option Scheme to the employees.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no changes have occurred in the nature of the Companys business.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review there was no alteration in Memorandum of Association and Articles of Association.

STATE OF COMPANYS AFFAIRS

The Company has earned profit of Rs. 3484.70 lakhs during the Financial Year 2022-23.

The total income for the financial year under review increased to Rs. 4680.22 lakhs as against Rs. 3669.90 lakhs for the previous financial year. Profit from continuing operations was Rs. 3487.18 lakhs for the financial year under review as against the profit of Rs. 2545.20 lakhs for the previous financial year. Loss from discontinued operations was Rs. 2.48 lakhs for the financial year under review as against the profit of Rs. 7.33 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 3484.70 lakhs as against profit of Rs. 2552.53 lakhs in the previous financial year.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31st March, 2023 is available on the website of the Company at https://www.splindia.co.in

NUMBER OF MEETINGS OF THE BOARD

During the financial year Four (04) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 ("the Act").

Sl. Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
1. Board Meeting	2/2022	19.05.2022	1. Mr. Gaurav Swarup
			2. Mr. Hartaj Sewa Singh
			3. Mr. Manoj Kumar K. G
			4. Mr. Arun Kumar Singhania
			5. Mr. Niranjan Kumar Gupta
			6. Mr. Naveen Aggarwal
			7. Mr. Shyam Sunder Madan
			8. Ms. Purti Gupta
2. Board Meeting	3/2022	09.08.2022	1. Mr. Gaurav Swarup
			2. Mr. Hartaj Sewa Singh
			3. Mr. Arun Kumar Singhania
			4. Mr. Naveen Aggarwal
			5. Mr. Niranjan Kumar Gupta
			6. Mr. Shyam Sunder Madan
			7. Ms. Purti Gupta
			8. Mr. Ashutosh Gupta
			9. Mr. Sanjay Garg
3. Board Meeting	4/2022	10.11.2022	1. Mr. Gaurav Swarup
			2. Mr. Hartaj Sewa Singh
			3. Mr. Arun Kumar Singhania
			4. Mr. Manoj Kumar K. G
			5. Mr. Naveen Aggarwal
			6. Mr. Niranjan Kumar Gupta
			7. Ms. Purti Gupta
			8. Mr. Shyam Sunder Madan
4. Board Meeting	1/2023	13.02.2023	1. Mr. Gaurav Swarup
			2. Mr. Hartaj Sewa Singh
			3. Mr. Arun Kumar Singhania
			4. Mr. Niranjan Kumar Gupta
			5. Mr. Shyam Sunder Madan
			6. Ms. Purti Gupta
			7. Mr. Manoj Kumar K. G
			8. Mr. Pankaj Agarwal
			9. Mr. Ashutosh Gupta
			10. Mr. Sanjay Garg
			11. Ms. Deepika Sharma
5. Annual General Meeting for the FY 2021-22	52nd	21.09.2022	1. Mr. Naveen Aggarwal
			2. Mr. Manoj Kumar K.G.
			3. Mr. Ashutosh Gupta
			4. Mr. S. S. Madan
			5. Ms. Purti Gupta
			6. Mr. Pankaj Agarwal
			7. Mr. Sanjay Garg

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal	: Chairman
2. Mr. N.K. Gupta	: Committee Member
3. Mr. Sanjay Garg	: Committee Member
4. Mr. Arun Kumar Singhania	: Committee Member
During the year Four (04) meetings of the Audit Committee were convened and held on:
• 19th May, 2022
• 9th August, 2022
• 10th November, 2022
• 13th February, 2023

Majority of the members of the Audit Committee are financially literate and have accounting or related financial management expertise.

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	4	3
N.K. Gupta	Member	4	4
Arun Kumar Singhania	Member	4	4
Sanjay Garg	Member	3	3

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination & Remuneration Committee pursuant to the provisions of Section 178 of the Act consisting of the following members:

1. Mr. Hartaj Sewa Singh	: Chairman
2. Mr. Naveen Aggarwal	: Committee Member
3. Mr. Shyam Sunder Madan	: Committee Member
4. Mr. Arun Kumar Singhania	: Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 19th May, 2022

• 9th August, 2022

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Hartaj Sewa Singh	Chairman	2	1
Naveen Aggarwal	Member	2	2
Shyam Sunder Madan	Member	2	2
Arun Kumar Singhania	Member	2	1

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed the Stakeholders Relationship Committee pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") consisting of the following members:

Mr. Niranjan Kumar Gupta	: Chairman
Mr. S. S. Madan	: Member
Mr. Bhuwan Chaturvedi	: Member
Mr. D.K. Agarwal	: Member

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on13th February, 2023.

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Niranjan Kumar Gupta	Chairman	1	1
Mr. Shyam Sunder Madan	Member	1	1
Mr. Bhuwan Chaturvedi	Member	1	1
Mr. Dinesh Kumar Agarwal	Member	1	1

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31st March, 2023 and state that:

(a) In the preparation of the financial statements, 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 financial statements 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 (7) OF THE COMPANIES ACT, 2013

Your Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 from Independent Directors confirming that he/she disqualified not from being appointed/re-appointed/continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, all the independent directors are persons of integrity and possess the relevant proficiency) expertise and experience (including as required under the Act and the Rules made there under.

RETIREMENT BY ROTATION

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

1. Mr. Hartaj Sewa Singh having Directors Identification Number 00173286;

2. Mr. Pankaj Agarwal having Directors Identification Number 08467347;

3. Mr. Sanjay Garg having Directors Identification Number 09539286;

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

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Rules made there under The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Companys management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors ("Board") is in terms of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2022-23, following changes took place in the Board of Directors and Key Managerial Personnel of the company:

DIN/PAN	Directors Name	Date of Re-Appointment/ Regularization/ Resignation	Status
00374298	Mr. Gaurav Swarup	21st September, 2022	Retire by Rotation
09043439	Mr. Ashutosh Gupta	21st September, 2022	Retire by Rotation
00160194	Mr. Arun Kumar Singhania	21st September, 2022	Retire by Rotation
08467347	Mr. Pankaj Agarwal	19th May, 2022	Appointment
		21st September, 2022	Regularized
09539286	Mr. Sanjay Garg	19th May, 2022	Appointment
		21st September, 2022	Regularized
06624132	Mr. A. Sukumar	19th May, 2022	Resigned
09384308	Ms. Amisha Srivastava Gupt	21st September, 2022	Regularized
		16th November, 2022	Resigned
08873691	Ms. Deepika Sharma	16th November, 2022	Appointment
CKYPS8175C	Ms. Anuradha Sharma(CS)	19th May, 2022	Appointment

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed or re-appointed during the Financial Year 2022-23.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Act. As on date there is no executive director appointed in the Company.

AUDITORS: a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s.

SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 52nd Annual General Meeting held on 21st September, 2022 until the conclusion of 57th Annual General Meeting to be held in the year 2027.

The Auditors Report on the Financial Statements of the Company for the Financial Year 2022-23 to the Members is part of Annual report. The Auditors Report on financial statements issued by the Statutory Auditors read together with relevant notes thereon are self-explanatory and hence, do not required for any further comments under Section 134 of the Companies Act, 2013. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.

There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, Statutory Auditors, Secretarial Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section134 (3)(ca) 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 Board had appointed Mr. Baldev Singh Kashtwal, (Practicing Company Secretary) as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is annexed herewith as "Annexure A" forming part of this report.

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

c. INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. NSBP & Co. as Internal Auditors, pursuant to the provisions of Section 138 of the Act.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company is not required to maintain cost records.

SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India have been duly followed by the Company.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year, the Company has not given any loans or guarantees and has not made any investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

This particular clause is not applicable on the Company as there was no Related Party Transactions during the year.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of this report other than those explained herein.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount required to be transferred to Investor Education and Protection Fund (IEPF) as per Section 124 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules").

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-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. However, Technology Absorption is not applicable to the Company as the Company is not using any technology as per the business of the Company. Further, there were no foreign exchange earnings and out go during they are under review.

BUSINESS RISK MANAGEMENT:

A well- risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place, both in respect of internal and external risks. The objective is to minimize the impact of risks identified and taking advance actions to mitigate them. Risk management forms an integral part of the management policy and is an ongoing process integrated with operations as required under section 134(3)(n)of the Companies Act, 2013. At present the Company has not identified any element of risk, which may threaten the existence of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A policy which is in line with the statutory requirements is in place

a. number of complaints filed during the financial year Nil

b. number of complaints disposed of during the financial year Nil

c. number of complaints pending as on end of the financial year - Nil

CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Your Company has formulated a CSR policy. The contents of this policy are available on the Companys website https:// www.splindia.co.in/corporate_governance.html.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. Your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The brief outline of the CSR policy of the Company, the CSR initiatives/ activities undertaken by the Company details of the Composition of CSR Committee are given as "Annexure-B" forming part of this Report in the format prescribed in Companies (Corporate Social Responsibility Rules) 2014.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint venture or Associate Company as on 31st March, 2023.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Sections 177(9) & (10) of the Act, the Company has adopted a Whistle Blower Policy to provide vigil mechanism for Directors/Employees to voice their concerns in a responsible and effective manner regarding unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct and Insider Trading Regulations. It also provides adequate safeguards against victimization of Directors/Employees who avail the mechanism. The Company affirms that during FY 2022-23, no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy established by the Board is available on the Companys website.

INSIDER TRADING REGULATION

The Company has adopted a Code of Conduct for Prevention of Insider Trading (in form of Structured Digital Database-SDD) with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE REPORT

As per Financial Statement of FY 2022-23, now Your Companys net worth was risen to Rs. 25 Crore, which has created applicability of Corporate Governance Report on the Company. As per Regulation 15(2), Corporate governance provisions specified in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V (viz., composition of board of directors and committees, related party transactions, vigil mechanism, functional website etc.) are applicable to your company. Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date.

Therefore, the Company will do all the compliances within stipulated maximum time limit of Six months to follow all the provisions which are mentioned in the regulations 17 to 27 and 46. The Company is in the process to finalize the things as per regulation 17 to 27 and 46 and follow all the provisions within stipulated extended time period i.e., Six Months from the date of Adoption of Accounts. Hence, the Corporate Governance Report is not the part of the Boards report.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2022-23, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board time to time.

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/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in "Annexure C" forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Companys business 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 "Annexure-D".

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 any Regulator or Court or Tribunal which can have impact on the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016) neither any proceeding under the said Code is pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This particular clause is not applicable on the Company as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to thank the Companys customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the support and confidence reposed by the Companys shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

		By order of the Board
		For Swadeshi Polytex Limited
	Sd/-	Sd/-
	(Sanjay Garg)	(Shyam Sunder Madan)
Place: Ghaziabad	Director	Director
Date : 11.08.2023	(DIN:09539286)	(DIN:02427885)