The Directors have pleasure in presenting their 26th Annual Report
together with the Audited Statement of Accounts as on 31st March, 2012.
During the Year under review, the Company has earned total income of
Rs. 1,43,33,765/- and earned a profit of Rs. 88,48,224/- after
providing for current years taxation of Rs.22,67,707/-. Your Directors
are hopeful of achieving better results in current year.
Particulars 2011 - 12 2010 - 11
Profit Before Depreciation
and Taxation 1,12,83,845.00 1,14,17,574.00
Depreciation 1,67,914.00 38,732.00
Profit Before Taxation 1,11,15,931.00 1,13,78,842.00
Provision for Taxation 22,00,000.00 34,50,000.00
Fringe Benefit Tax 0.00 0.00
Deferred Tax 67,707.00 68,795.00
Profit After Taxation 88,48,224.00 78,60,048.00
Balance B/d from previous year 16,77,264.00 (12,73,362.00)
Previous Years Adjustments - (2,02,411.00)
Proposed Dividend 33,75,000.00 40,50,000.00
Dividend Tax 5,47,509.00 6,57,011.00
Balance Carried to
Balance Sheet 66,02,979.00 16,77,264.00
The Board of Directors has decided payment of Final Dividend on Equity
Shares at Re.0.25/- per share for the Financial Year 2011-12, and such
dividend shall be paid to those holders of the existing equity shares
of the Company, whose names appear on the Register of Members of the
Company as at the close of working hours on 21.08.2012
There is no change in Capital Structure of the Company.
The overall performance during the year under review has been quite
satisfactory. 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.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Milind Lau Maladkar,
Director of the Company retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment.
The Board recommends their re-appointment.
In compliance with the provisions of the Section 292A of the Companies
Act, 1956 and the listing agreement entered into with the stock
exchange, the Company had constituted an Audit Committee consisting of
qualified and experienced members from various fields. The committee
consists of three independent Directors. The Chairman of the committee
Mr. Vishram Kambli, is an Independent Director and the committee meets
periodically to review the quarterly financial statements and
recommends its findings to the Board apart from taking action
independently whenever required. The Statutory Auditors and Secretary
attend and participate in the Audit Committee Meetings. The Audit
Committee comprises of Mr. Vishram Kambli, Ms. Kranti Bhowad and Mr.
Milind Maladkar, Independent Directors of the company.
During the year under review, the Company has not accepted any deposit
within the meaning of section 58A of the Companies Act, 1956, read
together with the Companies (Acceptance of Deposits) Rules, 1975.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
give hereunder the Director''s Responsibility Statement pertaining to
the accounts of the Company:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
statement relating to material departures.
2. The Directors have 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 as on 31st March, 2012 and of the Profit & Loss Account
of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
4. These accounts have been prepared on a going concern basis.
M/s Navin Nishar & Associates, Chartered Accountants, Mumbai, Statutory
Auditor of the Company who shall be retiring at the ensuing Annual
General Meeting, has expressed their willingness to continue for the
next year and necessary eligibility Certificate u/s.224 (1B) of the
Companies Act,1956 is received from them. Your Directors recommends
Observation of Auditors as provided in their report are self
explanatory and do not call for further explanation.
PARTICULARS OF EMPLOYEES:
No employee of the Company was in receipt of remuneration in excess of
limits prescribed under the Companies (Particulars of Employees) Rules,
1975 as amended up to date.
REPORT ON CORPORATE GOVERNANCE:
A detailed report on Corporate Governance together with a certificate
from the Statutory Auditors of the Company, in compliance with Clause
49 of the Listing Agreement, is attached as a part of this report.
A separate section covering the Management Discussion and Analysis and
Corporate Governance as per the requirements of Clause 49 of the
Listing Agreement is attached herewith and forms a part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE
EARNING AND OUTGO:
Your Company is not a manufacturing company and has not consumed energy
& accordingly the information required under Form A doesn''t apply. No
comment is made on Technology Absorption considering nature of
activities undertaken by your Company. During the year under review
your Company did not earn any Foreign Exchange & there is no Foreign
During the year under review, the Company enjoyed cordial relations
with the employees at all levels. The company is committed to develop
its employee''s full potential through intensified training.
Further, your Directors wish to place on record their sincere
appreciation of the wholehearted co-operation and sincere efforts of
senior and middle level managers, which has significantly contributed,
to the growth of the company.
Your Directors take this opportunity to thank all investors, clients,
technology partners, financial institutions, banks, regulatory and
Government authorities for their continued support during the year.
The Board expresses its sincere gratitude to the shareholders and
clients for their continued support. The Board also whole-heartedly
acknowledges with thanks the dedicated efforts of all the staffs and
employees of the company.
The Board appreciates and value the contribution made by every person
who contributed to the growth of the Company.
On behalf of the Board
FOR POLYTEX INDIA LIMITED
Place: Mumbai Paresh Mulji Kariya
Date:30th May, 2012 Whole Time Director