Moneycontrol Be a Pro
Get App
SENSEX NIFTY
Polytex India Directors Report, Polytex India Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > FINANCE - INVESTMENTS > DIRECTORS REPORT - Polytex India

Polytex India

BSE: 512481|ISIN: INE012F01016|SECTOR: Finance - Investments
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
, 16:01
0.73
0
VOLUME 10
Polytex India is not listed on NSE
Download Annual Report PDF Format 2017 | 2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '15    Mar 14
Dear Members,
 
 The Directors have pleasure in presenting their 29thAnnual Report with
 the Statements of Accounts for the year ended 31st March, 2015.
 
 1.  Financial Results / State of Company''s Affairs
 
 During the year under review, the Company has earned total income of
 Rs. 88,35,969/- and earned a profit of Rs. 19,33,004/- after providing
 for provision for taxation of Rs. 12,85,313/- (including provision for
 Deferred Tax). Your Directors are hopeful of achieving better results
 in current year.
 
                                For the year ended    For the year ended
 Particulars                    31st March, 2015      31st March, 2014
 
 Profit Before
 Depreciation and Tax                  32,84,339             42,75,208
 
 Depreciation                             66,022              1,84,508
 
 Profit before Tax                     32,18,317             40,90,700
 
 Provision for Tax                   (10,00,000)           (13,00,000)
 
 Deferred Tax                              2,796                24,304
 
 Previous Years Adjustments           (2,88,109)           (15,28,804)
 
 Profit After Tax                      19,33,004             12,86,200
 
 Transferred to General Reserve         3,86,601                   NIL
 
 Surplus in the Statement
 of P & L Account                    1,15,45,454             99,99,051
 
 Previous year''s 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, 2015.
 
 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
 
 Your Company has neither accepted / renewed any deposits from public
 during the year nor has any outstanding deposits in terms of Section 77
 of the Companies Act, 2013. Further there were no Deposits which are
 not in compliance of the requirements of Chapter V of the Act.
 
 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.
 
 7.  Particulars of contracts or arrangements with related parties
 
 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 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 were placed before the Audit Committee
 and the Board for Approval. The Company has framed a Related Party
 Transactions Policy for purpose of identification and monitoring of
 such transactions.
 
 The Policy of Related party transactions/Disclosures are approved by
 the Board is posted on the Company''s website viz www.polytexindia.com.
 
 8.  Number of meetings of Board of Directors
 
 During the Financial year under review, the Company had 7 Board
 Meetings on 27.05.2014, 14.07.2014, 12.08.2014, 18.10.2014, 14.11.2014,
 28.01.2015 and 31.03.2015 in accordance with the provisions of the
 Companies Act, 2013 and rules made thereunder and all Directors have
 attended all meetings during the year under review.
 
 Additionally, during the financial year ended March 31, 2015 the
 Independent Directors held a separate meeting on 31.03.2015 in
 compliance with the requirements of Schedule IV of the Companies Act,
 2013 and Clause 49(II)(B)(6) of the Listing Agreement. Mr. Milind
 Maladkar and Ms. Kranti Bhowad have attended the Independent Directors
 meeting.
 
 9.  Directors
 
 As per the provisions of Section 152 of the Companies Act, 2013, Mr.
 Arvind Mulji Kariya, Director of the Company retires by rotation at the
 ensuing Annual General Meeting and being eligible offer himself for re
 - election.
 
 Mr. Vishram Kambli resigned as an Independent Director w.e.f. 1st
 February, 2015 due to his preoccupation in the other assignment and due
 to which he was unable to devote his sufficient time to the business of
 the Company. The Board wishes to place on record its sincere
 appreciation and gratitude for the invaluable contribution made by him
 during his tenure with the Company.
 
 The Board of Directors at its meeting held on 31st March, 2015, on the
 recommendation of the Nomination and Remuneration Committee, had
 appointed Mr. Sachchidanand Rajaram Adam as Additional Independent
 Director of the Company w.e.f. 31st March, 2015 and holds the said
 office till the date of the Annual General Meeting. Your Directors seek
 your confirmation for appointment of Mr. Sachchidanand Rajaram Adam as
 Independent Director for a term upto five consecutive years i.e. from
 31st March, 2015 to 31st March, 2020, on nonrotational basis.
 
 At the Board Meeting held on 18th October, 2014, Mr. Paresh Mulji
 Kariya, Whole Time Director was designated as Key Managerial Personnel
 and Mr. Arvind Mulji Kariya, Whole-Time Director was designated as
 Chief Financial Officer of the Company to comply with the provisions of
 Section 203 of the Companies Act, 2013.
 
 Ms. Reshma Pujari has been appointed as Company Secretary of the
 Company and designated as Key Managerial Personnel in compliance of the
 provisions of Section 204 of the Companies Act, 2013.
 
 Mr. Milind Maladkar and Ms. Kranti Bhowad were appointed as Independent
 Directors of the Company at the Annual General Meeting (AGM) of the
 Company held on 29th September, 2014. 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.
 
 10.  Directors'' Responsibility Statement
 
 Pursuant to the provisions Section 134 (5) of the Companies Act, 2013
 (the Act), the Board of Directors hereby confirms that:
 
 i) in the preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any;
 
 ii) such accounting policies have been selected 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, 2015 and the profits of the Company the
 year ended on that date;
 
 iii) proper and sufficient care for the maintenance of adequate
 accounting records in accordance with the provisions of the Act for
 safeguarding the assets of the Company and for preventing and detecting
 fraud and other irregularities;
 
 iv) the annual accounts have been prepared for the year ended 31st
 March, 2015 on a going concern basis;
 
 v) internal financial controls have been laid down to be followed by
 the Company and that such internal financial controls are adequate and
 are operating effectively;
 
 vi) proper systems have been devised to ensure compliance with the
 provisions of all applicable laws and that such systems are adequate
 and operating effectively.
 
 11.  Board Evaluation
 
 In terms of Clause 49 of the listing agreement the Board shall monitor
 and review the Board evaluation framework. The Companies Act, 2013
 states that a formal annual evaluation needs to be made by the Board of
 its own performance and that of its committees and individual
 directors. Schedule IV of the Companies Act, 2013 states that the
 performance evaluation of independent directors shall be done by the
 entire Board of Directors, excluding the director being evaluated.
 
 The Nomination and Remuneration Committee of the Board has formulated a
 Performance Evaluation Framework, under which the Committee has
 identified the criteria upon which every Director shall be evaluated.
 The Policy also provides the manner in which the Directors, as a
 collective unit in the form of Board Committees and the Board should
 function and perform.
 
 Pursuant to provisions of Companies Act, 2013, Schedule IV and Clause 49
 of the Listing Agreement, the Board has carried out an Annual
 Performance Evaluation of its own performance, the Directors
 individually as well as the evaluation of the working of its 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 Chairman''s and Non-independent Directors performance was
 appraised through feedback from Independent Directors.
 
 12. Policy relating to remuneration of Directors, Key Managerial
 Personnel and other Employees
 
 In terms of the provisions of section 178 of the Companies Act, 2013
 read with the Companies (Meetings of Board and its Powers) Rules, 2014
 and clause 49(IV)(B) of the Listing Agreement, the Company duly
 re-designated the Remuneration Committee as Nomination and Remuneration
 (N&R) Committee and as on 31.03.2015, the NRC comprises of the
 following members:
 
 Mr. Milind Maladkar - Chairman
 
 Ms. Kranti Bhowad
 
 Mr. Sachchidanand Rajaram Adam
 
 The Nomination and Remuneration Committee identified persons who are
 qualified to become Directors and who may be appointed in Senior
 Management in accordance with the laid down criteria, recommend to the
 Board their appointment and renewal and shall carry out evaluation of
 every Director''s performance. The Committee formulates criteria for
 determining qualifications, positive attributes and independence of a
 Director and recommends to the Board a policy, relating to the
 remuneration for the directors, key managerial personnel and other
 employees.
 
 The Remuneration policy reflects the Company''s objectives for good
 corporate governance as well as sustained and long-term value creation
 for stakeholders''. The Policy will also help the Company to attain
 optimal Board diversity and create a basis for succession planning. In
 addition, it is intended to ensure that -
 
 a) the Company is able to attract, develop and retain high-performing
 and motivated Executives in a competitive international market;
 
 b) the Executives are offered a competitive and market aligned
 remuneration package, with fixed salaries being a significant
 remuneration component, as permissible under the Applicable Law;
 
 c) remuneration of the Executives are aligned with the Company''s
 business strategies, values, key priorities and goals.
 
 Detailed Policy is given under the corporate governance segment of the
 Annual Report.
 
 During the year, the Committee met for 5 times in the year on
 14.07.2014, 12.08.2014, 18.10.2014, 28.01.2015 and 31.03.2015.
 
 Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
 the 31.03.2015, rest all committee members have attended all the
 meetings during the year under review
 
 13.  Stakeholders Relationship Committee:
 
 Your Company re-aligned its existing ''Shareholders Grievance & Share
 Transfer Committee'' as ''Stakeholders Relationship Committee'' with
 enhanced scope and functioning. The Stakeholders Relationship Committee
 comprises of following as members of the Committee as on 31.03.2015:
 
 Mr. Milind Maladkar - Chairman
 
 Ms. Kranti Bhowad
 
 Mr. Sachchidanand Rajaram Adam
 
 During the year, the Committee met for 4 times in the year on
 27.06.2014, 26.09.2014, 18.12.2014 and 26.03.2015.
 
 Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
 the 31.03.2015, rest all committee members have attended all the
 meetings during the year under review.
 
 14.  Statutory Auditors
 
 Pursuant to the provisions of Section 139 of the Companies Act, 2013
 and the Companies (Audit and Auditors) Rules, 2014, R. Sundaresan Aiyar
 & Co., Chartered Accountants, the Statutory Auditors of the Company,
 hold office upto the conclusion of the Thirty First (31st) 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.
 
 15.  Auditor''s Report
 
 The Auditor''s Report to the Members on the Accounts of the Company for
 the financial year ended 31st March, 2015 does not contain any
 qualifications, reservations or adverse remarks.
 
 16.  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.
 
 17.  Secretarial Auditors
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014, The Company has appointed M/s. Martinho Ferrao
 & Associates, Practising Company Secretaries, to conduct Secretarial
 Audit for the financial year 2014-15. The Secretarial Audit Report for
 the financial year ended March 31, 2015 is annexed herewith marked as
 Annexure II to this Report. The Secretarial Audit Report does not
 contain any qualification, reservation or adverse remark.
 
 18.  Audit Committee
 
 As on 31.03.2015, the Company has an Audit Committee comprising of the
 following three NonExecutive and Independednt Directors:
 
 Mr. Milind Maladkar - Chairman Ms. Kranti Bhowad
 
 Mr. Sachchidanand Rajaram Adam
 
 During the year under review, the Board has accepted all the
 recommendation of the Audit Committee.
 
 During the year, the Committee met for 5 times in the year on
 27.05.2014, 12.08.2014, 18.10.2014, 14.11.2014 and 28.01.2015.
 
 Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
 the 31.03.2015, rest all committee members have attended all the
 meetings during the year under review
 
 19.  Internal Financial Controls
 
 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.
 
 20.  Whistle Blower/ Vigil Mechanism for Directors and Employees
 
 In Compliance with the provisions of section 179(9) of the Companies
 Act, 2013 read with Clause 49(II)(F) of the listing Agreement, the
 Board of Directors of the Company 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 Company''s website
 www.polytexindia.com.
 
 21.  Risk Management Policy
 
 During the year, your Directors have constituted a Risk Management
 Committee and has formulated a Risk Management Policy which aims at
 enhancing shareholders'' value and providing an optimum risk reward
 tradeoff. The risk management approach is based on a clear
 understanding of the variety of risks that the organization faces,
 disciplined risk monitoring and measurement and continuous risk
 assessment and mitigation measures.
 
 As on 31.03.2015, the Company has a Risk Management Committee
 comprising of the following 3 Non-Executive and Independent Directors
 and 1 Executive Director:
 
 Mr. Milind Maladkar - Chairman Ms. Kranti Bhowad Mr. Sachchidanand
 Rajaram Adam Mr. Paresh Kariya
 
 During the year, the Committee met for one time in the year on
 28.05.2014.
 
 Save and Except Mr. Sachchidanand Rajaram Adam, who was appointed on
 the 31.03.2015, rest all committee members have attended all the
 meetings during the year under review
 
 22.  Familiarization Programme For Independent Directors:
 
 Pursuant to requirements of Clause 49 of the Listing Agreement, the
 Company has a familiarization programme for Independent Directors with
 regard to their role, rights, responsibilities in the Company, nature
 of the industry in which the Company operates, business model of the
 Company etc. The Board Members are provided with all necessary
 documents/ reports and internal policies to enable them to familiarise
 with the Company''s procedures and practices and keep themselves abreast
 of the latest corporate, regulatory and industry developments.
 
 The same has been posted on website of the Company viz;
 www.polytexindia.com.
 
 23.  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
 this financial statements relate and the date of this report.
 
 24.  Details of significant and material orders passed by the
 regulators or courts or tribunals impacting the going concern status
 and company''s 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
 Company''s operations in future.
 
 25.  Subsidiaries, Joint Ventures And Associate Companies
 
 The Company does not have any Subsidiary or Joint Venture.
 
 Ruchi Food Plaza Pvt. Ltd, a company incorporated under the provisions
 of the Companies Act, 1956 became an Associate Company during the year
 under review. However the Company is not required to consolidate its
 Accounts as required under Section 129(3) of the Companies Act, 2013
 pursuant to the Companies (Accounts) Amendment Rules, 2014 dated 14th
 October, 2014.
 
 26. Change in the Nature of Business:
 
 There has been no change in the nature of Business during the year
 under review.
 
 27. 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 employee''s
 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''.
 
 28.  Annual Return
 
 The extracts of Annual Return pursuant to the provisions of Section 92
 read with Rule 12 of the Companies (Management and administration)
 Rules, 2014 is furnished in Annexure IV and is attached to this Report.
 
 29.  Transfer of Unclaimed Dividend To Investor Education and
 Protection Fund
 
 During the year the Company was not required to Transfer to any amount
 to Investor Education and Protection Fund (IEPF) as contemplated in
 Section 125 of the Companies Act, 2013.
 
 30.  Corporate Governance
 
 The report on Corporate Governance and the certificate from the
 Statutory Auditors regarding compliance with the conditions of
 Corporate Governance have been furnished in the Annual Report and form
 a part of the Annual Report as required under clause 49 of the Listing
 Agreement.
 
 31.  Management Discussion and Analysis Report
 
 The Management Discussion and Analysis report has been separately
 furnished in the Annual Report and forms a part of the Annual Report.
 
 32. 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:       Steps taken or     Regular efforts are
                                   impact on          made to conserve
                                   conservation of    the energy at all
                                   energy             levels. Several
                                                      environment
                                                      friendly   measures
 (i)                                                  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 is into
                                   measures           Service Industry
                                   for utilizing      and hence except
                                   alternate          Electricity, the
                                   sources            Company is not
                                                      required to
 
 (iii)                             Capital            NIL
                                   Investment on
                                   energy
                                   conservation
                                   equipments;
 
 (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.
 
 33. Disclosures as per the sexual harassment of women at workplace
 (prevention, prohibition and redressal) act, 2013:
 
 There were no instances / complaints reported under the Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013.
 
 34. Acknowledgement
 
 Your Directors place on record their sincere thanks to bankers,
 business associates, consultants, and various Government Authorities
 for their continued support extended to your Companies activities
 during the year under review. Your Directors deeply appreciate the
 committed efforts put in by employees at all levels, whose continued
 commitment and dedication contributed greatly to achieving the goals
 set by your Company. Your Directors also acknowledges gratefully the
 shareholders for their support and confidence reposed on your Company.
 
                            For and on behalf of the Board of Directors
 
                                                          Paresh Kariya
                                         Chairman & Whole Time Director
 
 Mumbai, 12th August, 2015
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
Quick Links for polytexindia
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.