Directors' Report The Members POLYTEX INDIA LTD Mumbai 1.Your Directors have pleasure in presenting their 29thAnnual Report with the Statements of Accounts for the year ended 31st March, 2015. 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 non- rotational 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 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. Managerial Personnel) Rules, 2014, are forming part of this Report as ' Annexure III'. 32. 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. 33. 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 |