POLYTEX INDIA LIMITED Report Polytex India Ltd 12-13.pdfBank of India, Stock Exchange Branch HDFC...

POLYTEX INDIA LIMITED

TH27 ANNUAL REPORT 2012-2013

REGISTERED OFFICE

401, 4th Floor, Nisarg Apartment,Besant Road, Vile Parle (West),Mumbai – 400056

BOARD OF DIRECTORS

Mr. Arvind Kariya (Whole Time Director)Mr. Paresh Kariya (Whole Time Director)Mr. Vishram Kambli (Director)Mr. Milind Lau Maladkar (Director)Ms. Kranti Bhowad (Director)

BANKERS

Bank of India,Stock Exchange Branch

HDFC Bank,Fort Branch

AUDITORS

M/S. R. Sundaresan Aiyar & Co.Chartered Accountants,Mumbai

REGISTRAR & TRANSFER AGENTS

M/s. System Support Services209 Shivai Industrial Estate, Near Logitech Park, 89, Andheri Kurla Road, Sakinaka, Andheri, Mumbai - 400 072

ISIN - INE012F01016

WEBSITEwww.polytexindia.com


1

Notice............................................................................................................

Explanatory Statement..................................................................................

Notes.................................................................................................................

Directors' Report............................................................................................

Management's Discussion And Analysis....................................................

Report On Corporate Governance..............................................................

Certificate Of Compliance....................................................................................

Independent Auditor's Report....................................................................

Certificate On Corporate Governance............................................................

Balance Sheet..................................................................................................

Profit and Loss Account.................................................................................

Cash Flow Statement......................................................................................

Significant Accounting Policies and Notes on Accounts...........................

Attendance Slip...............................................................................................

CONTENTS

Pages NO.

2-3

4-6

7

8-9

10-11

12-18

19

20-22

23

24

25

26

27-32

33

NOTICE

NOTICE is hereby given that the Twenty Seventh Annual General Meeting of the members of Polytex India Limited will be held on 25th September, 2013 at 4:00 p.m. at the Office premises of the Company at 1st Floor, Nisarg Apartment, Besant Road, Vile Parle (West), Mumbai – 400056 to transact the following business:-

ORDINARY BUSINESS:-

1. To receive, consider and adopt the Balance Sheet as at 31st March, 2013 and the Profit and Loss Account for the year ended on that date together with the report of Directors' and Auditor's thereon.

2. To appoint a Director in place of Mr. Arvind Kariya who retires by rotation and, being eligible, offers himself for reappointment.

3. To appoint M/s. R. Sundaresan Aiyar & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

SPECIAL BUSINESS:-

4. To consider and, if thought fit, to pass, with or without modification (s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310 read with Schedule XIII (including any statutory modification(s) or re-enactment thereof, for the time being in force)and other applicable provisions, if any, of the Companies Act, 1956, and relevant provisions of Articles of Association of the Company and subject to the such approvals and sanctions as may be required, the Company hereby approves the payment of remuneration to Mr. Arvind Kariya, Whole Time Director of the Company, for a residual period of two years with effect from 1st April, 2013 at a consolidated remuneration of Rs. 1,00,000/- (Rupees One Lacs Only) per month, i.e. an amount not exceeding Rs. 12,00,000/- p.a. including Basic Salary, House Rent Allowance and other Perquisites, Bonus, Performance Incentives and other additional perquisites with effect from 1st April, 2013 as approved by Board from time to time as per the rules of the Company.

RESOLVED FURTHER THAT in the event of no profit or the profits being inadequate in any financial year of the Company during the currency of tenure of Mr. Arvind Kariya, he shall be paid salary, allowances and perquisites not exceeding limits as set out in Schedule XIII to the Companies Act, 1956 or any modification thereof.

The following perquisites however shall not be included in the computation of the ceiling on remuneration:

(a) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.(b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, and(c) Encashment of leave at the end of the tenure.

RESOLVED FURTHER THAT he shall be entitled to the re-imbursement of all out of pocket expenses which may be incurred by him for and in the course of business of the Company.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized severally to file necessary forms/eforms/returns with the registrar of Companies or to such other authorities of the Central or State Government and to do all such acts, deeds, matters and things, as may be necessary, proper or desirable in this regard.”

5. To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310 read with Schedule XIII (including any statutory modification(s) or re-enactment thereof, for the time being in force) and other applicable provisions, if any, of the Companies Act, 1956, and relevant provisions of Articles of Association of the Company and subject to the such approvals and sanctions as may be required, the Company hereby approves the payment of remuneration to Mr. Paresh Kariya, Whole Time Director of the Company, for a residual period of two years with effect from 1st April, 2013 at a consolidated remuneration of Rs. 1,00,000/- (Rupees One Lacs Only) per month, i.e. an amount not exceeding Rs. 12,00,000/- p.a. including Basic Salary, House Rent Allowance and other Perquisites, Bonus, Performance Incentives and other additional perquisites with effect from 1st April, 2013 as approved by Board from time to time as per the rules of the Company.

RESOLVED FURTHER THAT in the event of no profit or the profits being inadequate in any financial year of the Company during the currency of tenure of Mr. Paresh Kariya, he shall be paid salary, allowances and perquisites not exceeding limits as set out in Schedule XIII to the Companies Act, 1956 or any modification thereof.


2

3

By and Behalf of the Board of Directors Polytex India Limited

PARESH MULJI KARIYA Chairman


The following perquisites however shall not be included in the computation of the ceiling on remuneration:

(a)Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.(b)Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, and(c)Encashment of leave at the end of the tenure.

RESOLVED FURTHER THAT he shall be entitled to the re-imbursment of all out of pocket expenses which may be incurred by him for and in the course of business of the Company.

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized severally to file necessary forms/eforms/returns with the registrar of Companies or to such other authorities of the Central or state Government and to do all such acts, deeds, matters and things, as may be necessary, proper or desirable in this regard.”

Registered Office:401, 4th Floor, Nisarg Apartment,Besant Road, Vile Parle (West),Mumbai - 400056

Place: Mumbai Dated:12th August, 2013

EXPLANATORY STATEMENTPursuant to Section 173(2) of the Companies Act, 1956

Item no. 2.:

Name of the Companies in which he is Director:1. Wadgad Fincap Limited2. Rapid Credits & Mercantiles Pvt. Ltd.3. Anugrah Insurance Brokers Pvt. Ltd.4. Anugrah Realty Developers Pvt. Ltd.5. Anugrah Holidays Pvt. Ltd.6. Ruchi Food Plaza Pvt. Ltd.7. Dream Heritage Pvt. Ltd.

Mr. Arvind Karia is related to Mr. Paresh Karia, Chairman of the Company.

Item no. 4:

Mr. Arvind Kariya, who is associated with the Company since 2008, was appointed as the Whole Time Director of the Company in 24th Annual General Meeting of the Company on 15th September, 2010 with effect from 1st April, 2010 for a period of 5 years by the Board of Directors. It is now proposed to approve payment of remuneration for a residual period of 2 years to Mr. Arvind Kariya as Whole Time Director w.e.f. 1st April, 2013. The Proposed appointment and remuneration has been approved by the Board of Directors and Remuneration Committee in their respective meetings and the same is within the limits stipulated in Section II of Part II of Schedule XIII to the Companies Act, 1956.

The terms and conditions of payment of remuneration of Mr. Arvind Kariya are as detailed hereunder:

Gross remuneration not exceeding @ Rs. 1,00,000/- p.m. (i.e. not exceeding Rs. 12,00,000/- p.a. including Basic Salary, House Rent Allowance and other Perquisites (as detailed below), Bonus, Performance Incentives and other additional perquisites as approved by Board from time to time.

The total remuneration payable to Mr. Arvind Kariya, Whole Time Director, including all above shall not exceed the limit as stipulated in Clause A of Section II of Part II of Schedule XIII of the Companies Act, 1956.

PART "A"

(i) Housing: The Company shall provide unfurnished accommodation to the Whole Time Director. If no accommodation is provided, House Rent Allowance @ 25 % of the monthly Salary or as per Companies Rule as applicable to other employee whichever is more, shall be payable to the Whole Time Director and he is also eligible for reimbursement of expenses/allowances for utilization of gas, electricity, water and the same will be valued as per Income Tax Rule, 1962.

(ii) Medical Reimbursement: The Reimbursement of medical expenses incurred by the Whole Time Director for self and family subject to ceiling of one month's salary in a year or three months salary over a period of two years.

(iii) Leave Travel Concession: Leave Travel Concession for the Whole Time Director and his family in a year in accordance with the Rules & Regulation of the Company.

(iv) Personal Accident Insurance: Personal Accident Insurance of an amount of the annual premium of which does not exceed one month salary or Rs. 10,000/- per annum whichever is lower.

PART "B”

i) Companies Contribution to Provident and Other Fund: Companies Contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

ii) Gratuity: Gratuity payable at a rate not exceeding half a month's salary for each completed year of services.

iii) Leave Encashment: Encashment of leave at the end of tenure will be permitted in accordance with the rules of the Company

Mr. Arvind Mulji Kariya, is a Commerce Graduate from Mumbai University. He has more than 19 years of experience in Stock Market. He has comprehensive knowledge and insight in dealing and settlement procedures. He is in-charge of operations, back office management and risk management. Also having experience in the field of Stock Broking, Commodities Broking, Insurance Agency, Mutual Funds Distribution. He overlooks the business development in retail, institutional segment, PMS, corporate finance, insurance and franchisees/branches expansion.


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PART "C”

i) Car: The Company shall provide Car with driver while on service.

ii) Telephone: Telephone facility at the residence of the Mr. Arvind Kariya for use of Company's business. Reimbursement of telephone bills at residence with the condition that personal long distance calls should be logged and paid by him.

iii) Leave: Leave on full pay and allowance, at the rate of one month for every eleven months of service.

The Company shall pay or reimburse the appointee for all the cost, charges, expenses that may be incurred by him for the purpose of the business of the Company.

For the purpose of computing ceiling on perquisites, the same will be valued as per Income Tax Rules, 1962 wherever applicable.

Where in any financial year during tenure of office of Mr. Arvind Kariya the Company has no profits or its profits are inadequate, the Company shall pay remuneration to Mr. Arvind Kariya by way of Salary, allowances, perquisites and other allowance as the case be, such amount not exceeding the limits prescribed in Schedule XIII of the Companies Act, 1956 or within such ceiling limits as may be recodified unless otherwise approved by the Central Government. The following perquisites however shall not be included in the computation of the ceiling on remuneration as stated above.

(a) Contribution to Provident Fund,Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961,

(b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, and

(c) Encashment of leave at the end of the tenure.

The Company has not made any default in repayment of any of its debt (including public deposits) or debentures in the past one year.

The terms and conditions including remuneration may also be treated as an abstract of the terms of appointment of the Whole Time Director as required under Section 302 of the Companies Act, 1956.

The Directors recommend to the shareholders the adoption of the above resolution as contained in the notice. The copy of letter showing payment of remuneration to Mr. Arvind Kariya will be available for inspection of the members at the registered office of the Company between 11.00 a.m. and 1.00 p.m. on any working day.

Except Mr. Paresh Kariya and Mr. Arvind Kariya, no other Directors of the Company are deemed to be concerned and interested in the above resolution.

Item no. 5:

Mr. Paresh Kariya, who is associated with the Company since 2008, was appointed as the Whole Time Director of the Company in 24th Annual General Meeting of the Company on 15th September, 2010 with effect from 1st April, 2010 for a period of 5 years by the Board of Directors. It is proposed now to approve payment of remuneration for residual period of 2 years to Mr. Paresh Kariya as Whole Time Director w. e. f. 1st April, 2013. The Proposed remuneration has been approved by the Board of Directors and Remuneration Committee in their respective meetings and the same is within the limits stipulated in Section II of Part II of Schedule XIII to the Companies Act, 1956.

The terms and conditions of payment of revised remuneration of Mr. Paresh Kariya are as detailed hereunder:

Gross remuneration not exceeding @ Rs. 1,00,000/- p.m. (i.e. not exceeding Rs. 12,00,000/- p.a. including Basic Salary, House Rent Allowance and other Perquisites (as detailed below), Bonus, Performance Incentives and other additional perquisites as approved by Board from time to time.

The total remuneration payable to Mr. Paresh Kariya, Whole Time Director, including all above shall not exceed the limit as stipulated in Clause A of Section II of Part II of Schedule XIII of the Companies Act, 1956.

PART "A" (i) Housing: The Company shall provide unfurnished accommodation to the Whole Time Director. If no accommodation is provided, House Rent Allowance @ 25 % of the monthly Salary or as per Companies Rule as applicable to other employee whichever is more, shall be payable to the Whole Time Director and he is also eligible for reimbursement of expenses/allowances for utilization of gas, electricity, water and the same will be valued as per Income Tax Rule, 1962.

(ii) Medical Reimbursement: The Reimbursement of medical expenses incurred by the Whole Time Director for self and family subject to ceiling of one month's salary in a year or three months salary over a period of two years.


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(iii) Leave Travel Concession: Leave Travel Concession for the Whole Time Director and his family in a year in accordance with the Rules & Regulation of the Company.

(iv) Personal Accident Insurance: Personal Accident Insurance of an amount of the annual premium of which does not exceed one month salary or Rs. 10,000/- per annum whichever is lower.

PART "B”

i) Companies Contribution to Provident and Other Fund: Companies Contribution to Provident Fund, Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

ii) Gratuity: Gratuity payable at a rate not exceeding half a month's salary for each completed year of services.

iii) Leave Encashment: Encash ment of leave at the end of tenure will be permitted in accordance with the rules of the Company.

PART "C”

i) Car: The Company shall provide Car with driver while on service.

ii) Telephone: Telephone facility at the residence of the Mr. Paresh Kariya for use of Company's business. Reimbursement of telephone bills at residence with the condition that personal long distance calls should be logged and paid by him.

iii) Leave: Leave on full pay and allowance, at the rate of one month for every eleven months of service.

The Company shall pay or reimburse the appointee for all the cost, charges, expenses that may be incurred by him for the purpose of the business of the Company.

For the purpose of computing ceiling on perquisites, the same will be valued as per Income Tax Rules, 1962 wherever applicable.

Where in any financial year during tenure of office of Mr. Paresh Kariya the Company has no profits or its profits are inadequate, the Company shall pay remuneration to Mr. Paresh Kariya by way of Salary, allowances, perquisites and other allowance as the case be, such amount not exceeding the limits prescribed in Schedule XIII of the Companies Act, 1956 or within such ceiling limits as may be recodified unless otherwise approved by the Central Government. The following perquisites however shall not be included in the computation of the ceiling on remuneration as stated above.

(a) Contribution to provident fund, superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961,

(b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service, and

(c) Encashment of leave at the end of the tenure.

The Company has not made any default in repayment of any of its debt (including public deposits) or debentures in the past one year.

The terms and conditions including remuneration may also be treated as an abstract of the terms of appointment of the Whole Time Director as required under Section 302 of the Companies Act, 1956.

The Directors recommend to the shareholders the adoption of the above resolution as contained in the notice. The copy of letter showing payment of remuneration to Mr. Paresh Kariya will be available for inspection of the members at the registered office of the Company between 11.00 a.m. and 1.00 p.m. on any working day.

Except Mr. Paresh Kariya and Mr. Arvind Kariya, no other Directors of the Company are deemed to be concerned and interested in the above resolution.

Registered Office: 401, 4th Floor, Nisarg Apartment,Besant Road, Vile Parle (West),Mumbai - 400056

Place: Mumbai Dated : 12th August, 2013


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PARESH MULJI KARIYA Chairman

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956, relating to Special Business as set out in item No. 2, 4 & 5 is annexed hereto.

3. The register of members and share transfer books of the company shall remain closed from 17th September, 2013 to 25th September, 2013 (both days inclusive) for the purpose of determining eligibility of members entitled to dividend.

4. Members are requested to notify immediately any change of address to the company.

5. The company has paid the listing fees for the year 2013 - 2014 to The Bombay Stock Exchange, Mumbai where the securities of the company continue to be listed.

6. Dividend as may be declared shall be payable to members of the company whose names appear:

(a) As beneficial owners as at the close of the business hours on September 16, 2013 as per the details to be furnished by the National Securities Depository Limited and the Central Depository Services (India) Limited in respect of shares held in electronic form; and

(b) As members in the register of members of the company after giving effect to valid share transfers in physical form lodged with the company on or before September 16, 2013. Transfer documents received after September 16, 2013 will not be considered for the aforesaid purposes.

7. Members / proxies are requested to bring the copies of annual report and attendance slip duly filled while attending the meeting.

8. Members desiring any information at the annual general meeting of the company are requested to write to the company at least 10 days in advance so as to enable the management to keep the information ready.

9. M/s. System Support Services, having data centre at 209, Shivai Industrial Estate, 89, Andheri – Kurla Road, Next To Logitech Park, Above Mcdonalds, Sakinaka, Andheri (E), Mumbai – 400 072 is the registrar and share transfer agent of the company and is authorised and eligible to receive physical shares of the company. M/s. System Support Services is also the depository interface of the company. However, keeping in view the convenience of share holders, documents relating to shares will continue to be received by the company at registered office situated at Andheri, Mumbai.

10. Members holding shares in the electronic form are advised that their bank details, as furnished to the company by the respective depositories, viz., NSDL & CDSL, will be printed on the dividend warrants. Members holding shares in electronic form are further advised to communicate to their respective depository participants, changes, if any, in their address/bank account. Members desiring to receive dividend through electronic clearing system may submit the requisition accordingly.

11. The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by companies and has issued a circular on April 21, 2011 stating that the service of document by a company can be made through electronic mode. In view of the circular issued by MCA, we propose to henceforth deliver documents like the notice calling the annual general meeting / extra-ordinary general meeting / audited annual accounts / report of the auditors / report of the directors, etc., in electronic form to the email address provided by the shareholders.

12. Shareholders are requested to furnish their e-mail id's to enable the company forward all the requisite information in electronic mode. In case of shareholders holdings shares in demat form, the email IDs of the shareholders registered with the DP and made available to the company shall be the registered email ID unless communication is received to the contrary.

13. The Securities and Exchange Board of India has notified that the shareholders/transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified copy of their PAN Card to the Company / RTA while transacting in the securities market including transfer, transmission or any other corporate action. Accordingly, all the shareholders / transferee of shares (including joint holders) are requested to furnish a self attested copy of their PAN Card to the Company / RTA while transacting in the securities market including transfer, transmission or any other corporate action.

Registered Office: 401, 4th Floor, Nisarg Apartment,Besant Road, Vile Parle (West),Mumbai - 400056

Place: Mumbai Dated : 12th August, 2013


Paresh Mulji KariyaChairman


7

DIRECTORS' REPORT

The MembersPOLYTEX INDIA LIMITEDMumbaiYour Directors have pleasure in presenting their 27th Annual Report together with the Audited Statement of Accounts as on 31st March, 2013.

FINANCIAL RESULTS:

During the Year under review, the Company has earned total income of Rs. 1,30,58,134/- and earned a profit of Rs. 65,94,751/- after providing for current years taxation of Rs. 29,12,475/-. Your Directors are hopeful of achieving better results in current year.

Particulars 2012 - 13 2011 - 12

DIVIDEND:

Company has paid interim dividend on Equity Shares at Re. 0.25/- per Share for the financial year 2012-13 and same to be consider as final dividend of the Company for the financial year ended 2012-13. Hence, further dividend not recommended.

CAPITAL STRUCTURE:

There is no change in Capital Structure of the Company.

BUSINESS REVIEW:

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.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Arvind Kariya, 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.

AUDIT COMMITTEE:

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.

PUBLIC DEPOSITS:

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.


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Profit Before Depreciation and Taxation

Depreciation

Profit Before Taxation

Provision for Taxation

Deferred Tax

Profit After Taxation

Balance B/d from previous year

Previous Years Adjustments

Proposed Dividend

Interim Dividend

Dividend Tax

Balance Carried to Balance Sheet

99,60,448.00

1,75,502.00

97,84,946.00

29,00,000.00

12,475.00

65,94,751.44

66,02,979.00

2,77,720.00

-

33,75,000.00

5,47,509.00

87,12,852.00

1,12,83,845.00

1,67,914.00

1,11,15,931.00

22,00,000.00

67,707.00

88,48,224.00

16,77,264.00

-

33,75,000.00

-

5,47,509.00

60,40,610.00

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, if any.

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, 2013 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 irregularities.

4. These accounts have been prepared on a going concern basis.

AUDITORS:

M/s. R Sundaresan Aiyar & Co, 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 their appointment.

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 Exchange outgo.

PERSONNEL:

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.

ACKNOWLEDGEMENTS:

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 BoardFOR POLYTEX INDIA LIMITED

Place: Mumbai Date: 23rd May, 2013


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Paresh Kariya Chairman

MANAGEMENT'S DISCUSSION AND ANALYSIS

1. Industry Overview:The business of the Company is that of a Non Banking Finance Company. Non Banking Financial Companies (NBFCs) have become an integral part India's financial system. In recent times, NBFC's have emerged as lenders to both companies and individuals. When it comes to lending, NBFCs are generally regarded to be complementary to banks and are often able to offer better services and products to their customers. NBFCs play a crucial role in broadening access to financial services, enhancing competition and diversification of the financial sector. Banks and NBFCs compete for similar kinds of business. In spite of strong competition faced by the NBFCs, the inner strength of NBFCs viz. local knowledge, credit appraisal skill, well trained collection machinery, close monitoring of borrowers and personalized attention to each client, are catering to the needs of small and medium enterprises.

2. Outlook on Opportunities, Threats, Risks & Concerns:The Company has done commendably well in the current year and expects to achieve a really good percentage of market share in the business of its Non Banking Finance business. The outlook for the Company can therefore be termed as optimistic.

Opportunities:Induction of widely experienced and specialized personnel on the Board.Good combination of technical as well as advisory personnel in the management.

Threats:The largely unorganized structure of the market can affect the systematic functioning of the Company.Political instability, which has a tremendous impact on the capital markets. Likely opening up of the economy, which can be a double-edged sword.

Risk and Concerns:The unfavorable government policies, cut throat competition with the Banks and the private lenders remain major concerns for the business of NBFCs.Non business exposure to the existing clients sometime lead to default in repayment which has a cascading effect on their customers for which suitable measures are being taken.The company is consolidating its position and making its best efforts to realize the maximum from the customers by taking recourse of legal remedies where warranted.

3. Internal Control System and Adequacy:Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. The control systems set on place are checked and further supplemented by MIS which provided for planned expenditure and information on disposal and acquisition of assets. Your company has an adequate system of Internal control, designed to provide reasonable assurance that assets are safeguarded; transactions are executed in accordance with management's authorisation and properly recorded. Accounting records are adequate for preparation of financial statements and other financial information. Besides, the management has put in place system for review and monitoring of non-performing assets, if any of the company for effecting recoveries.

4. Financial:The financial performance of the Company has been satisfactory in the year under review. The Financial performances of the Company are given as under:-


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Year ended 31st March, 2013

97,84,946.00

NIL

97,84,946.00

31,90,195.00

65,94,751.44

-

33,75,000.00

5,47,509.00

–

60,40,610.00

87,12,852.00

Year ended 31st March, 2012

1,11,15,931.00

NIL

1,11,15,931.00

22,67,707.00

88,48,224.00

-

5,47,509.00

2,77,898.00

13,92,793.00

60,40,610.00

33,75,000.00

Performance

Profit/ (Loss) before Taxation and Interest

Interest

Profit/(Loss) before Tax

Provision for Tax (including prior period adjustments)

Profit after Tax

Proposed Dividend

Interim Dividend

Dividend Tax

Transfer to General Reserve

Balance b/f from last year

Balance c/f to Balance Sheet

5. Human Resources:

Your company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals and recognizes their performance. The company has a competency based performance and potential appraisal systems for identifying and developing managerial talents and is reviewed on an ongoing basis. Emphasis is laid on providing adequate training to its employees, to meet the attitudinal and cultural values of the organization ethos to achieve customer satisfaction.

6. Disclaimer:

Certain Statements in the management Discussion and Analysis describing the company's views about the industry, expectations, objectives, etc may be understood within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors are such as industrial relations and economic developments etc. may further influence the company's operations or performance.

On behalf of the Board FOR POLYTEX INDIA LIMITED

Director


11

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 to the Listing Agreement, a report on Corporate Governance, for the year ended 31st March, 2013, is given below:

1. Company's Philosophy on Code of Governance:

Your Company is committed to bring about good corporate governance practices. It strongly believes in attaining transparency, accountability and equity, in all its operations, and in its interactions with stakeholders including shareholders, customers, employees, the government and the lenders.

2. Board of Directors

(a) Composition of the Board

The Board of Directors is headed by an Executive Chairman, Mr. Paresh Kariya who is a promoter of the Company. The Board is comprised of committed and eminent persons with considerable professional experience in varied fields and comprises a majority of Non-Executive Directors. The composition of the Board of Directors meets the requirement of Clause 49-I(A) of the Listing Agreement, as detailed in the table at item 2(c) below.

(b) Board Meetings and AGM

Eight Board Meetings were held during the year under review. The dates on which the meetings were held are : 4th April, 2012, 9th April, 2012, 30th May, 2012, 10th August, 2012, 7th September, 2012, 30th October, 2012, 2nd January, 2013 and 12th February, 2013. The AGM was held on 30th August, 2012 and an EGM was held on 30th January, 2013.

(c) Directors' Attendance Record and Directorships held

Whether Promoter, Executive,

Non-Executive, Independent

Non-Executive, Nominee

Chairman

Promoter - Executive

Promoter - Executive

Independent - Non-Executive



Director

Mr. Paresh Kariya

Mr. Arvind Kariya

Mr. Vishram

Kambli

Mr. Milind

Maladkar

Ms. Kranti

Yashwant Bhowad

Number of Board

Meetings attended

8

8

8

8

8

Whether attended

last AGM

Yes

Yes

Yes

No

No

No. of other

Directorships

held #

2

1

0

0

0

No. of Board

Committees of

other Companies

in which a

Member or a

Chairman @

Nil

Nil

Nil

Nil

Nil

# Excludes alternate directorship and directorship in foreign companies and private companies which are neither a subsidiary nor a holding company of a public company.

@ Excludes committees other than Audit Committee & Shareholders' / Investors' Grievance Committee and Companies other than public limited companies.

(d) Details of Directors' Seeking Re-appointment:

Mr. Arvind Kariya retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re – appointment. His details are more specifically mentioned in the Explanatory Statement attached to the Notice.


12

3. Board Committees:

(a) Audit Committee:

The Audit Committee comprises of the following three Non–Executive - Independent Directors:

Mr. Vishram Kambli - ChairmanMr. Milind MaladkarMs. Kranti Bhowad

The role and terms of reference of the Audit Committee includes review of Internal Audit Reports and the Statutory Auditors' Report on the financial statements, general interaction to the Internal Auditors and Statutory Auditors, selection and establishment of accounting policies, review of financial statements - both quarterly and annual before submission to the Board, review of Management Discussion and Analysis of financial condition and results of operations and review of performance of statutory and internal auditors and adequacy of internal control systems and other matters specified under Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

The Audit Committee met six times i.e. on 9th April, 2012, 30th May, 2012, 10th August, 2012, 30th October, 2012, 4th January, 2013 and 12th February, 2013 during the year under review. Details of attendance of each member are as follows:

Name

Mr. Vishram Kambli

Mr. Milind Maladkar

Ms. Kranti Bhowad

Number of Audit Committee Meetings attended

6

6

6

(b) Remuneration Committee:

Mr. Vishram Kambli - ChairmanMr. Milind Maladkar Ms. Kranti Bhowad

Broad terms of reference of the Remuneration Committee include approval / recommendation to the Board of salary/ perquisites, commission and retirement benefits of Directors, finalisation of the perquisite package payable to the Company's Managing / Wholetime Director/s and other matters specified under Clause 49 of the Listing Agreement and Schedule XIII of the Companies Act, 1956.

Since there was no occasion on which the Committee met during the year under review, the question of commenting on the number of Meetings held during the year does not arise.

Remuneration Policy / Details of Remuneration:

The Executive and Non Executive Directors do not draw any remuneration from the Company. The Board of Directors of the Company has resolved to waive the Sitting Fees for attending all the meetings of the Board as well as committees and hence the Non Executive Directors have not drawn any sitting fees for attending the Board Meetings and Meeting of any Committees. Presently the Company does not have a scheme for grant of stock options either to the working Director/s or to the employees.

The Company did not have any pecuniary relationship or transactions with the Non-Executive Directors during 2012-2013.

Disclosure of Shareholding by Non - Executive Directors

The Remuneration Committee comprises of the following three Non-Executive and Independent Directors:

Sr.No

1

2

3

No. of Share Held

NIL

NIL

NIL

Name of Director

Mr. Vishram Kambli

Mr. Milind Maladkar

Ms. Kranti Bhowad


13

(c) Share Transfer Cum Shareholders'/ Investors' Grievance Committee:

The Share Transfer Cum Shareholder's / Investor's Grievance Committee comprises of the following 2 Non-Executive - Independent Directors and 1 Executive Director:

Mr. Vishram Kambli - ChairmanMr. Milind Maladkar Mr. Arvind Kariya

The Chairman of the Committee, Mr. Vishram Kambli, is a Non-Executive Director.

The constitution and terms of reference of the Shareholders'/ Investors' Grievance Committee are in agreement with the guidelines prescribed under Clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange Ltd. The Committee specifically looks into the Share Transfer, redressal of shareholders' and investors' complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.

During the Year the Committee met 4 Times a year.

Name and designation of Compliance Officer:

Mr. Paresh Kariya, Executive Director of the Company was performing the duties of Compliance Officer.

No. of shareholders' complaints received during the year : NIL No. of complaints not solved to the satisfaction of shareholders : N.ANo. of pending complaints : N.A

4. General Body Meetings:

(a) Location and time, where last 3 years' Annual General Meetings were held:

Date & Time

30th August, 2012

4.00 p.m.

28th September, 2011

04.00 p.m.

15th September, 2010

04.00 p.m.

Location

502, Eco Space, 5th Floor, Old Nagardas Road,

Andheri (East), Mumbai - 400069





Special Resolution Passed

Nil

Nil

Nil

(b) Whether Special Resolutions were passed through postal ballot last year and details of voting pattern: Nil

(c) Person who conducted the postal ballot exercise: N.A.

(d) Whether any Special Resolution is proposed to be passed through postal ballot this year (2012-13):

During the current year, if Special Resolutions are proposed to be passed through postal ballot, those will be taken up at the .appropriate time.

(e) Procedure for Postal Ballot:

The procedure for conducting the postal ballot exercise would be as per the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 read with Section 192A of the Companies Act, 1956.

5. Other Disclosures:

(a) Related Party Transactions

Disclosures on materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the Directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large:

None of the transactions with any of the related parties were in conflict with the interest of the Company at large.


14

(b) Disclosure of Accounting Treatment

In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

(c) Disclosures on Risk Management

The Company has laid down procedures to inform the Board of Directors about the Risk Assessment and Minimisation Procedure. These procedures are periodically reviewed by the Board to ensure that executive management controls risk through means of a properly defined framework.

(d) Code of Conduct

The Board of Directors has adopted the Code of Ethics and Business Principles for the Directors and also for the senior employees including Executive / Non Executive Director and other Members of Senior Management. The said Code has been communicated to all the Directors and Members of the Senior Management. The Code has also been posted on the Company's website www.polytexindia.com .

(e) Whistle Blower Policy

The Company has not adopted Whistle Blower Policy. However, the Company does not deny access to any personnel to approach the Management on any issue.

(f) Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

None

6. CEO / CFO Certification

A certificate from Executive Director and Compliance Officer, Mr. Paresh Kariya, on the financial statements, Cash Flow Statement and Internal Control System for Financial Reporting for the year ended March 31st, 2013, is provided in the Annual Report, as required by Clause 49(V) of the Listing Agreement.

7. Means of Communication

(a) Quarterly Results :

(b) Newspapers wherein results normally published:

Free Press Journal (English) and Navshakti (Marathi), the regional language.

(c) Any Website, where displayed: www.polytexindia.com

(d) Whether Website also displays official news releases : No

(e) Whether presentations made to institutional investors or to the analysts : No

(f) Management Discussion & Analysis Report :

The Management Discussion & Analysis Report forms part of the Annual Report.

The audited and unaudited quarterly results are announced within 60 days and 45 days respectively from the end of the quarter as stipulated under the Listing Agreement with the Bombay Stock Exchange Limited.


15

8.General Shareholder Information

25th September, 2013 at 4.00 p.m. at 1st Floor, Nisarg Apartment,

Besant Road, Vile Parle-West, Mumbai - 400056

The financial year under review covers the period 1st April, 2012 to

31st March, 2013.

17.09.2013 to 25.09.2013 (both days inclusive)

1.Bombay Stock Exchange Limited, Mumbai

The Company has paid the listing fees for the period 1st April 2012

to 31st March 2013.

1. 512481 on Bombay Stock Exchange Ltd.

2. ISIN Number for NSDL & CDSL -INE012F01016

The details are available as per Annexure “A”

Please see Annexure “C”

System Support Services (Post 31.03.2013)

209, Shivai Ind. Estate, Near Parke-Davis, 89, Andheri-Kurla

Road, Sakinaka, Mumbai – 400072.

The Company's shares are traded in the Stock Exchange

compulsorily in demat mode. Shares sent for physical transfer or

dematerialization requests are registered promptly within

stipulated time from the date of receipt of completed and validly

executed documents.

97.27% of the Paid-up Capital have been dematerialized as on

31.03.2013. The trading /liquidity details are given at Annexure 'A'

below.

Please see Annexure ' B’

N.A

N.A

Shareholders should address correspondence to:

System Support Services

209, Shivai Industrial Estate, Near Logitech Park, 89, Andheri

Kurla Road, Sakinaka, Andheri, Mumbai - 400 072

E mail :

401, 4th Floor, Nisarg Apartment, Besant Road, Vile Parle – West,

Mumbai – 400056.

[email protected]


16

AGM: Date, Time and Venue

Financial Year

Date of Book Closure

Listing on Stock Exchanges

Stock Code

Market Price Data: High, Low during each month in last

Financial year

Performance in comparison to broad-based indices such as BSE

Sensex, CRISIL index etc.

Registrar and Transfer Agents

Share Transfer System

Dematerialisation of shares and liquidity

Distribution of Shareholding and share holding pattern as on

31.03.2013

Outstanding GDRs/ADRs/Warrants or any Convertible

instruments conversion date and likely impact on equity

Plant Locations

Address for correspondence (for dematerialization/ transfer of

shares, payment of dividend on shares, and any other query

relating to the shares of the Company

For any other query

Data based on BSE website: (URL “http://www.bseindia.com/markets/equity/EQReports/StockPrcHistori.aspx?flag=0&expandable=7”)

Annexure 'B’Distribution of Shareholding as on 31st March, 2013:

Annexure 'A’Stock Market Data (for face value of Rs. 10/- per share):

Month

April 2012

May 2012

June 2012

July 2012

August 2012

September 2012

October 2012

November 2012

December 2012

January 2013

February 2013

March 2013

Net T/O (Rs.)

215376235

269184298

349036369

470042923

380237823

435145787

651655981

732830444

601864690

630347139

791880013

223389330

High (Rs.)

157.4

169

202

259

227

229.5

238.95

281

259.9

258.75

260

259.5

Low (Rs.)

134

146.75

154.95

201

215

211.5

223.75

201

235

251

236

81.15

No. of Shares

1552713

1731082

1911668

2154871

1709212

1944858

2790046

3114535

2410815

2497706

3139540

914204

No. of Trades

1942

2021

1837

2340

2082

1926

2069

2294

1689

1665

2217

1901

Group of shares

Upto 500

501 to 1000

1,001 to 5,000

5,001 to 10,000

10,001 to 1,00,000

1,00,001 and above

Total:

No. of Shareholder

312

303

67

26

36

18

762

No. of shares held

46466

221341

153145

203063

1172421

11703564

13500000

%age to total shares

0.344

1.640

1.134

1.504

8.685

86.693

100.000


Annexure 'C’Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.

Share Price Performance (April 2012 to March 2013)

Data based on BSE Website: (URL http://www.bseindia.com/indices/IndexArchiveData.aspx?expandable=1 http://www.bseindia.com/markets/equity/EQReports/StockPrcHistori.aspx?flag=0&expandable=7)

17

Category of Shareholders as on 31st March, 2013:

Category

Indian Promoters

Foreign Promoters

Banks

Mutual Funds

Private Corporate Bodies

Indian Public

NRI/OCB

Clearing Members

Total:

No. of Shares Held

9496000

NIL

NIL

NIL

1156133

2847867

NIL

NIL

13500000

%age of total shares

70.34

NIL

NIL

NIL

8.56

21.10

NIL

NIL

100.00

Indian Promoter group comprises of Mr. Arvind Mulji Kariya, Mr. Paresh Mulji Kariya, Mrs. Jigna Arvind Kariya (w/o Mr. Arvind Mulji Kariya) & Mrs. Sadhana Paresh Kariya (w/o Mr. Paresh Mulji Kariya) and Anugrah Stock & Broking Pvt. Ltd. Mr. Arvind Mulji Kariya & Mr. Paresh Mulji Kariya are both Commerce Graduates & have more than 20 years experience in the field of Capital Market, Financial Markets, Money Market, Management, etc..

(q) As required in terms of Clause 47(f) of the Listing Agreement, the Company has designated an e-mail ID exclusively for the purpose of registering complaints by investors. The e-mail ID is

9. Non Mandatory Requirements:

(a) Office of the Chairman of the Board:

The Company does not defray any secretarial expenses of the Chairman's Office.

(b) Remuneration Committee:

As stated earlier, the Board has already set up a Remuneration Committee. Details regarding composition and scope of the Remuneration Committee are given at item 3(b) above.

(c) Shareholder Rights:

The Company's half-yearly results are furnished to the Stock Exchange and also published in the newspapers and therefore not sent to the shareholders.

Adoption of other non-mandatory requirements under Clause 49 of the Listing Agreement is being reviewed by the Board from time to time.

Mumbai, May 23rd, 2013

DECLARATION

As provided under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, this is to confirm that all the Members of the Board and the Senior Management have affirmed compliance with the Code of Conduct for the year ended 31st March, 2013.

[email protected]


Place: Mumbai Date : May 23rd, 2013

For POLYTEX INDIA LIMITED

___________________Whole Time Director

18

Place: Mumbai Date : May 23rd, 2013

For POLYTEX INDIA LIMITED

___________________ Whole Time Director

CERTIFICATE OF COMPLIANCE TO BE GIVEN BY THE CEO/CFO OF THE COMPANY.

I, Paresh Kariya, Chairman & Whole Time Director of Polytex India Limited, hereby certify on behalf of the Board of Directors that:

1) The Board have reviewed the financial statements and the cash flow statements for the year ended 31st March, 2013 and that to the best of their knowledge and belief

A) These statements do not contain any untrue statement or omit any material fact or contain statements that might be misleading;B) Statements present true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

2) To the best of our knowledge and belief, no transactions entered into by the company during the year which is fraudulent, illegal or violative of the company's code of conduct.

3) The Board accepts responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the internal control systems of the Company and they have disclosed to the auditors and the Audit Committee, Deficiencies in the design or operation of internal controls, if any, of which they have taken or propose to take to rectify these deficiencies.

4) The Board have indicated to the auditors and the Audit Committee:

A) There are no significant changes in internal control during the year;

B) There have been no significant changes in accounting policies during the year and that the same have been disclosed in the notes to Financial Statements; and

C) There have been no instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control systems.


19

R.Sundaresan Aiyar & Co.Chartered Accountants

Bunglow no 7, Laxmi Estate, Varma Nagar, Azad Road, Andheri (east), Mumbai-400069. Tel no: 26840516, 26848680, 9821217708.

INDEPENDENT AUDITOR'S REPORT

To,The Members ofPOLYTEX INDIA LIMITEDMUMBAI.

Report on the Financial Statements1. We have audited the accompanying financial statements of Polytex India Limited (“the Company”), which comprise the Balance

Sheet as at March 31,2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended 31st March,2013 and a Summary of Significant Accounting Policies and other Explanatory information.

Management's Responsiblilty for the Financial Statements2. The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section(3C) of section 211 of the Companies Act,1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance

with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan to perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.Opinion6. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013.b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date.c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirments7. As required by Companies (Auditors Report) Order 2003, issued by the Government of India in terms of Sub (4A) of Section 227 of the

Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to information and explanations given to us we set out in the annexure a statement on the matters specified in paragraph 4 & 5 as applicable, of the said order.

8. As required by section 227(3) of the Act, we report that :a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;d) In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;e) On the basis of written representations received from the directors as on March 31,2013 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause(g) of sub-section(1) of section 274 of the Companies Act, 1956.

Dated : 25.05.2013

For R Sundaresan Aiyar & CoChartered AccountantsFirm Reg No: 110564W

R Sundaresan AiyarProprietor

M No: 043946


20

Place : Mumbai



ANNEXURE TO INDEPENDENT AUDITOR'S REPORT Referred to in paragraph 7 of Independent Auditor's report of even date to the members of Polytex India Limited on the

financial statements as of and for the year ended March 31,2013.

I. a) The Company has maintained the proper records showing full particulars including quantitative details and situation of FixedAssets.

b) Physical verification of Fixed Assets is carried out by the managment with a planned programme of verification, which in ourpinion, provides for physical verification of all Fixed Assets at reasonable intervals. The physically verified assets have beencompared with the book records and discrepancies noticed on such verification were not material and have been properly dealt within books of accounts.c) The Company has not disposed off substantial part of its fixed assets during the year.

ii. The Company does not carry any inventory and as such there are no comments on sub clauses (a) to (c).iii. a) In our opinion and according to the information and explanations given to us, the Company has neither granted nor taken any

Loan, secured or unsecured, to or from Companies, Firms or other parties covered in the register maintained under Section 301of the Act. b) As the Company has not granted or taken any loan, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act paragraph iii(b), iii(c) and iii(d) are not applicable.

iv. In our opinion and according to the information and explanations given to us, the internal control procedure of the Company relating to the purchase of Shares and sale of Shares are commensurate withthe size of the Company and the nature of its business and we have neither come across nor have we been informed of any majorweakness in internal control procedures.

v. (a)As explained to us and according to the information and explanations given to us, the transactions that need to be entered in theregister in pursuance of Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of each partyduring the year have been entered in the Register.

(b) In our opinion and according to the information and explanations given to us, the aforesaid transactions have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from thepublic, as specified under the provisions of section 58-A and 58AA of the Companies Act, 1956 and therefore the Directives issued bythe Reserve Bank of India and the provisions of section 58-A and 58AA of the Companies Act, 1956 and rules framed there under is notapplicable. As explained to us, the Company has not received any order from the Company Law Board.

vii. As per the information and explanations given to us, during the year under audit, the Company did not have an Internal Audit Systembut had an efficient system for accounting and internal controls.

viii.As per the information and explanations given to us, the Central Government has not prescribed the maintenance of costs recordsunder Section 209(1)(d) of the Companies Act, 1956 for the Companies procedures.

ix. (a) In our opinion and according to the information and explanations given to us, the Company is generally regular in depositingundisputed statutory dues including provident fund, investor education and protection fund, employees’ State insurance, Income-Tax,Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, cess and other statutory dues, if any, with the appropriate authorities as at 31stMarch, 2013 for a period of more than six months from the date they become payable.

x. As explained to us, there are no disputed dues relating to income tax, customs duty, wealth tax and cess, which have not been depositedas at 31st March, 2013.

xi. The Company do not have accumulated losses as at 31st March, 2013, and also has not incurred any cash losses during the currentfinancial year ended on 31st March, 2013.

xii. In our opinion and According to the information and explanations given to us, the Company has not defaulted in repayment of its duesto financial institutions, banks or debenture holders during the year.

xiii.The Company has granted Loans and Advances without securities as an inter-corporate deposit during the period under review.

xiv. As per the information and explanation given to us, the provisions of Special Statutes applicable to Chit fund, Nidhi or Mutual benefitsociety are not applicable to the Company.


21

22

xv. The Company is engaged in the business of lending & borrowing, for which the Company has maintained the full records of alltransactions entered and timely entries has been made in the register. All the Shares and securities and other investments held by theCompany is in it's own name except to the extent of the exemption, if any granted U/s 49 of the Companies Act, 1956.

xvi. As explained to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions, the termsand conditions whereof, are prejudicial to the interest of the Company.

xvii.The Company has not taken any Loans from the Bank or any financial institutions during the year & therefore application of the samedo not arise.

xviii.According to the information and explanations given to us and on an overall examination of the Balance Sheet & cash flow statementof the Company, in our opinion, there are no funds raised on short term basis which have been used for long term investments and viceversa.

xix. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained underSection 301 of the Companies Act, 1956.

xx. According to the information and explanations given to us, the Company has not made, any preferential allotment of shares covered inthe register maintained under section 301 of the Companies Act, 1956 during the year.

xxi. According to the information and explanations given to us, the Company has not issued any debentures during the year under review.

xxii.The Company has not raised any money by way of public issue during the year.

xxiii.Based on the Audit Procedures performed and as per the information and explanations given to us by the management, we report that no fraud on or by the Company has been reported or noticed during the year.

R Sundaresan AiyarProprietorM No: 043946


Place: MumbaiDate: 23.05.2013






CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofPolytex India Limited

We have examined the compliance with conditions of Corporate Governance by Polytex India Ltd. for the year ended on 31st March,2013, as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges.

The compliance with conditions of Corporate Governance is the responsibility of the management. Our examination was limited to theprocedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by themanagement, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

Based on the representation received from the Company and certified by the Registrars of the Company, no investor grievanceremaining unattended / pending for a period exceeding one month.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.


23

R Sundaresan AiyarProprietor

M No: 043946


Place: MumbaiDate: 23.05.2013

BALANCE SHEET AS AT 31ST MARCH 2013

Particulars

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital

(b) Reserves and Surplus

(2) Non-Current Liabilities

(a) Long-Term Borrowings

(b) Deferred Tax Liabilities (Net)

(c) Other Long Term Liabilities

(3) Current Liabilities

(a) Short-Term Borrowings

(b) Trade Payables

(c) Other Current Liabilities

(d) Short-Term Provisions

II.ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(b) Non-Current Investments

(c) Long term Loans and Advances

(d) Other Non-Current Assets

(2) Current Assets

(a) Inventories

(b) Cash and Bank Balances

(c) Short-Term Loans and Advances

(d) Other Current Assets

Note No. As at 31/03/2013 As at 31/03/2012

2.01

2.02

2.03

2.04

2.05

2.06

2.07

2.08

2.09

2.10

135,000,000

9,275,221

-

148,977

-

-

414,960

384,394

66,826

145,290,378

756,095

-

144,044,435

-

-

386,787

-

103,061

145,290,378

135,000,000

6,602,979

-

136,502

-

-

373,628

27,982

3,887, 586

146,028,677

851,597

-

144,729,497

-

-

183,325

-

264,259

146,028,677

Significant Accounting Policies And Notes On Accounts 1 & 2

As per our report attached For Polytex India LimitedFor R. Sundaresan Aiyar & Co. Chartered Accountants Mr. Paresh Kariya Mr. Vishram Kambli Firm Reg. No.: 110564W (Whole Time Director) (Director)

R. Sundaresan Aiyar Mr. Ganesh Ithape Proprietor (Company Secretary) Membership No. : 043946

Place:- MumbaiDate:- 23.05.2013


24

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2013

Particulars Note No.

Revenue from Operations

Other Income

Total Revenue

Expenses:

Employee Benefit Expense

Finance Costs

Depreciation and Amortization Expense

Other Expenses

Total Expenses

PROFIT BEFORE TAX

Tax expense:

Current tax

Deferred tax

Earlier Year Tax Adjustment

PROFIT AFTER TAX

EARNINGS PER EQUITY SHARE

Equity shares of par value Rs. 10/- each

(1) Basic

(2) Diluted

2.11

2.12

2.13

2.14

2.07

2.15

13,043,697

14,437

13,058,134

1,038,774

4,570

175,502

2,054,342

3,273,188

9,784,946

2,900,000

12,475

277,720

6,594,751.44

0.49

0.49

14,328,134

5,631

14,333,765

835,826

9,139

167,914

2,204,956

3,217,834

11,115,931

2,200,000

67,707

-

8,848,224

0.66

0.66

For The Year

Ended

31/03/2013

For The Year

Ended

31/03/2012


25

Significant Accounting Policies And Notes On Accounts 1 & 2

As per our report attached For Polytex India LimitedFor R. Sundaresan Aiyar & Co. Chartered Accountants Mr. Paresh Kariya Mr. Vishram Kambli Firm Reg. No.: 110564W (Whole Time Director) (Director)

R. Sundaresan Aiyar Mr. Ganesh Ithape Proprietor (Company Secretary) Membership No. : 043946

Place:- MumbaiDate:- 23.05.2013

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2013

Particulars

Cash flow from Operating Activities:

Net Profit before Tax as per Statement of Profit and Loss

Add : Depreciation

Add : Share Issue Expenses W/off

Less : Interest Received

Operating Cash Profit before Working Capital Changes

Adjusted for:

Increase/(Decrease) in Trade and Other Payables

(Increase)/Decrease in Trade and Other Receivables

Cash generated from operations

Income Tax Refund

Direct Taxes Paid

Net Cash Inflow/(Outflow) in the course of Operating Activities

Cash flow from Investing Activities:

Purchase of Fixed Assets

Interest Received

Net Cash Inflow / (Outflow) in the course of Investing Activities

Cash flow from Financing Activities:

Dividend Paid

Tax on Dividend

Net Cash (Outflow) in the course of Financing Activities

Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C)

Opening Balance of Cash and Cash Equivalents

Closing balance of Cash and Cash Equivalents (Refer Note 2.09)

9,784,946

175,502

161,198

(13,043,697)

(2,922,051)

397,744

685,062

(1,839,245)

223,010

(3,298,982)

(4,915,217)

(80,000)

13,043,697

12,963,697

(6,750,000)

(1,095,018)

(7,845,018)

203,462

183,325

386,787

11,115,931

167,914

380,875

(14,328,134)

(2,663,414)

(976,531)

(2,149,167)

(5,789,112)

-

(4,122,067)

(9,911,179)

(31,500)

14,328,134

14,296,634

(4,050,000)

(657,011)

(4,707,011)

(321,556)

504,881

183,325

For The Year

Ended

31/03/2013

For The Year

Ended

31/03/2012


26

A

B

C

As per our report attached

For R. Sundaresan Aiyar & Co.

Firm Reg. No.: 110564W (Director)

R. Sundaresan Aiyar Mr. Ganesh Ithape Proprietor (Company Secretary) Membership No. : 043946 Place:- MumbaiDate:- 23.05.2013

For Polytex India Limited

Chartered Accountants(Whole Time Director) Mr. Paresh Kariya Mr. Vishram Kambli

1.1

1.9 Borrowing Cost

The Company does not have any borrowings, and therefore, this clause is not applicable.

1.10 Taxes on Income

'Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, 1961.

The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or more subsequent period are recognized as deferred tax assets or deferred tax liability. They are measured using the substantively enacted tax rates and tax regulations. Deferred tax assets are recognized only to the extent there is reasonable certainty that sufficient future taxable income will be available against which such deferred assets can be realized. Deferred tax assets are recognized on carried forward of unabsorbed depreciation and tax losses only if there is virtual certainity that such deferred tax assets can be realized against future taxable profits.

1.11 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash and cash equivalents comprise cash and cash on deposit with banks and corporations.

General

'The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except as specifically stated otherwise. The financial statements are presented in Indian Currency rounded off to the nearest rupee.

1.2 Use of Estimate

'The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

1.3 Revenue Recognition

The Company follows the Prudential Norms for Assets Classification, Income Recognition, Accounting Standards and provisioning for Bad and Doubtful debts as prescribed by the Reserve Bank of India for Non Banking Financial Companies.

Since the Company is an NBFC its main income is Interest on Loans. The income is accounted on accrual basis.

1.4 Provisions and Contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

1.5 Fixed Assets

Fixed Assets are stated at cost of acquisiton as reduced by accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

1.6 Depreciation

Depreciation has been provided on Straight Line Method (SLM) at the rates and in the manner prescri -bed in Schedule XIV of the Companies Act, 1956 on pro-rata basis from the date assets have been put to use.

1.7 Inventory

Your company has nil inventory.

1.8 Employee Benefits

The Statutory enactments relating to payment of Provident Fund, ESIC and Gratuity to employees are not applicable to the company. The company does not have any scheme for retirement benefits for its employee and as such no provision towards retirement benefits to employees is considered necessary.

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THEYEAR ENDED 31ST MARCH, 2013

NOTE 1:- SIGNIFICANT ACCOUNTING POLICIES


27

1.12 Cash Flow Statements

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

1.13Earning Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

NOTE 2 :- NOTES ON ACCOUNTS

2. 01 SHARE CAPITAL

Particulars 31/03/2013 31/03/2012

Authorized

1,50,00,000 (P.Y.1,50,00,000) Equity Shares of Rs. 10/- each.

Issued, Subscribed and Paid-Up

1,35,00,000 (P.Y. 1,35,00,000) Equity Shares of Rs. 10/- each, Fully Paid up

[Of the above, Nil (P.Y. 3090000) equity shares, fully paid up have been issued as

preferential issue.]

Total

150,000,000

150,000,000

135,000,000

135,000,000

150,000,000

150,000,000

135,000,000

135,000,000

The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

The reconciliation of the number of shares outstanding and the amount of share capital as at March 31, 2013 and March 31, 2012 is set out below:-

Particulars31/03/2013 31/03/2012

At the beginning of the Period

Add:- Issued During the Period

Outstanding at the end of the period

Numbers Rs. Numbers Rs.

135,000,000

-

135,000,000

13,500,000

-

13,500,000

-

13,500,000

13,500,000

-

135,000,000

135,000,000

The details of shareholder holding more than 5% shares as at March 31, 2013 and March 31, 2012 is set out below :-

Name fo Shareholder31/03/2013 31/03/2012

Numbers % Numbers %

Arvind Mulji Kariya

Jigna Arvind Kariya

Paresh Mulji Kariya

Sadhana Paresh Kariya

2,387,500

2,200,500

2,097,500 2,350,500

17.69%

16.30%

15.54%

17.41%

2,547,500

2,200,500

2,197,500

2,550,500

18.87%

16.30%

16.28%

18.89%


28

2.03 DEFERRED TAXESParticulars 31/03/2013 31/03/2012

Deferred Tax Liabilities

Depreciation

Total

148,977

148,977

136,502

136,502

2.04 TRADE PAYABLESParticulars 31/03/2013 31/03/2012

Trade Payable for Expenses

Total

414,960

414,960

373,628

373,628

2.05 OTHER CURRENT LIABILITIES

Particulars 31/03/2013 31/03/2012

Withholding and Other Taxes Payable

Total

384,394

384,394

27,982

27,982

2.06 SHORT - TERM PROVISIONS

Particulars 31/03/2013 31/03/2012

Other

Provision for Taxes & Others

Total

66,826

66,826

3,887,586

3,887,586


2. 02 RESERVES AND SURPLUS

562,369

-

-

562,369

6,040,610

6,594,751

-

3,375,000

547,509

-

8,712,852

9,275,221

284,471

277,898

-

562,369

1,392,793

8,848,224

3,375,000

-

547,509

277,898

6,040,610

6,602,979

Particulars 31/03/2013 31/03/2012

General Reserve

Opening Balance

Add: Transferred from surplus in Statement of Profit and Loss

Less : Utilised During the year

Closing Balance

Surplus (Deficit) in the statement of Profit & Loss A/c

Balance as per last financial statements

Add : Profit for the year

Less : Proposed Dividend

Interim Dividend

Tax on Dividend

Transferred to General Reserve

Closing Balance

Total

Tangible Assets

Computers & Printers

In-Tangible Assets

Computer Sofwares

Total

Previous year

791,648

266,595

1,058,243

-

2.07 FIXED ASSESTParticulars

As At April 1,

2012

Original cost Depreciation Net Book Value

AdditionDeduction/

Adjustment

As At March

31, 2013

As At April

1, 2012 For the Period

Deductions /

Adjustment

As At March

31, 2013

As At March

31, 2013

As At March

31, 2012

32,000

42,000

80,000

1,058,243

823,648

314,595

1,138,243

1,058,243

153,012

53,634

206,646

-

126,872

48,630

175,502

206,646

-

-

-

-

279,884

102,264

382,148

206,646

543,764

212,331

756,095

851,597

638,636

212,961

851,597

-

-

-

-

-

29


2.08 LONG - TERM LOANS AND ADVANCES

Particulars 31/03/2013 31/03/2012

Loans and Advances :-

Loans Given Unsecured Considered Good

Total

144,044,435

144,044,435

144,729,497

144,729,497

2.09 CASH AND BANK BALANCES

Particulars 31/03/2013 31/03/2012

Cash and Cash Equivalents

Balances with Banks

Cash - on - Hand

Total

333,787

53,000

386,787

48,361

134,964

183,325

2.10 OTHER CURRENT ASSEETS

Particulars 31/03/2013 31/03/2012

Miscellaneous Expenditure

Share Issue Expenses

Opening Balance

Add : Addition / Deduction during the Year

Less : Written Off (1/5th)

Total

264,259

-

264,259

161,198

103,061

645,134

-

645,134

380,875

264,259

Particulars 31/03/2013 31/03/2012

Interest Received

Total

13,043,697

13,043,697

2. 11 REVENUE FROM OPERATIONS

14,328,134

14,328,134

2. 12 OTHER INCOME

Particulars 31/03/2013 31/03/2012

Sundry Balances W/Back

Discount Received

Dividend Received

Miscellaneous Income

Total

-

4,581

3,750

6,106

14,437

1,694

3,937

-

-

5,631

Particulars 31/03/2013 31/03/2012

Salaries & Incentives

Staff Welfare Expenses

Total

969,578

69,196

1,038,774

2. 13 EMPLOYEE BENEFIT EXPENSE

789,702

46,124

835,826

Particulars 31/03/2013 31/03/2012

Bank & Other Charges

Total

4,570

4,570

2. 14 FINANCE COSTS

9,139

9,139

30


31

1,100,000

100,000

-

40,000

-

20,000

7,416

180,928

17,843

15,721

-

79,540

106,116

20,980

51,237

161,198

1,359

13,100

133,667

2,500

2,550

186

2,054,342

1,200,000

110,000

-

40,000

5,000

20,000

8,034

140,616

16,641

17,210

300

40,840

116,381

30,133

43,740

380,875

-

2,000

27,082

2,500

3,000

604

2,204,956

2. 15 OTHER EXPENSES

Particulars 31/03/2013 31/03/2012

Office Rent

Listing & Annual Fees

Directors Sitting Fees

Auditor's Remuneration:-

As Auditors

For Company Law Matters

For Income Tax Matters

Reimbursement of expenses (Service Tax)

Legal & Professional Fees

Traveling and Conveyance

Telephone Charges

Repair & Maintenance

Office Expenses

Printing and Stationery

Postage and Courier

Advertisement Expenses

Share Issue Expenses W/off

Sundry Balances W/off

Website Charges

Service Tax

Profession Tax (Company)

ROC Expenses

Miscellaneous Expenses

Total

2. 16 SEGMENT REPORTINGThe company operates in a single line of business & also in a single geographic environment within India, Hence there is no.reportable segment information with respect to provision of Accounting Standard 17 “Segment Reporting”.

2. 17 EARNING PER SHARE

Particulars 31/03/2013 31/03/2012

Profit / (Loss) after Tax

Weighted average Number of Shares outstanding during the year. (Face Value Rs.10 per share)

Basic Earnings/(Loss) Per share

6,594,751

13,500,000

0.49

8,848,224

13,500,000

0.66

Company does not have any potential dilutive equity shares, hence dilutive earning per share is same as earning per share


32

2. 18 RELATED PARTY DISCLOSURES

b) Transaction with Related Parties:-

a) List of Related Parties & Relationship:-

i. Holding Company :-

Nil

ii. Associate/Enterprises where control/significant influence exists :-

Anugrah Stock & Broking Pvt. Ltd.

Anugrah Commodities Pvt. Ltd.

Wagad Fincap Ltd.

Anugrah Realty Developers Pvt. Ltd.

Anugrah Holidays Pvt. Ltd.

Anugrah Portfolio Advisors Pvt. Ltd.

Anugrah Insurance Brokers Pvt. Ltd.

Ruchi Food Plaza Pvt. Ltd.

Dream Heritage Pvt. Ltd.

Rapid Credits & Mercantiles Pvt. Ltd.

iii. Key Management Personnel (KMP) :-

Arvind Mulji Kariya

Paresh Mulji Kariya

iv. Relatives of KMP :-

Jigna Arvind Kariya

Sadhana Paresh Kariya

Paresh M. Kariya (HUF)

Arvind Mulji Kariya (HUF)

Nature of Transaction Holding Company

Office Rent

P.Y.

-

-

Associate/Enterprises KMP

-

-

Relatives of KMP Total

-

-

1100000

(1200000)

1100000

(1200000)

Note: Figures in bracket relates to the previous year

2. 19 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006There are no dues outstanding to Micro and Small Enterprises.

2. 20 Previous Year Figures

The Revised Schedule VI has become effective from 1 April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

As per our report attached

For R. Sundaresan Aiyar & Co.

Firm Reg. No.: 110564W (Director)

R. Sundaresan Aiyar Mr. Ganesh Ithape Proprietor (Company Secretary) Membership No. : 043946 Place:- MumbaiDate:- 23.05.2013

For Polytex India Limited

Chartered Accountants(Whole Time Director) Mr. Paresh Kariya Mr. Vishram Kambli


Registered Office : 401, 4th floor, Nisarg Apartment, Besant Road, Vile Parle (West), Mumbai 400056.

PROXY

R/F No. DP/ID No.

I/We ............................................................................................................of ...............................................................................................

....................................................................................................in the district of .............................................................................being a

member/members of Polytex India Ltd. Hereby appoint................................................................................................................................

.........................................................................................................of...........................................................................................................

........................................................................................................in the district of .................................................................or failing him

........................................................................................................of ...........................................................................................................

....................................................................................................... in the district of .....................................................................as my / our

Proxy to vote for me/ us on my/ our behalf at the 27th Annual General Meeting of the Company to be held on 25th September, 2013 and at

any adjournment thereof.

As witness my hand this ............................................................day of .................................................................................................2013.

Signed Affix 1 Re.RevenueStamp

POLYTEX INDIA LIMITEDRegistered Office : 401, 4th Floor, Nisarg Apartment, Besant Road, Vile Parle (West), Mumbai 400056.

ATTENDANCE SLIP27th Annual General Meeting on 25th September, 2013

R/F No. DP/ID No.

Mr/Mrs/Miss .................................................................................................................................................................................................

I certify that I am a registered shareholder proxy for the registered shareholder of the Company.

I hereby record my presence at the 27th Annual General Meeting of the Company held at 1st floor, Nisarg Apartment, Besant Road, Vile

Parle (West), Mumbai 400056, at 4.00 p.m. on 25th September, 2013.

NOTES :

1. This Meeting is of Members only and you are requested not to bring with you any person who is not a Member.

2. Shareholders/Proxy holder are requested to bring the attendances slip with them when they come to the Meeting and hand over at the

entrance after affixing their signature on them.

3. Shareholder are requested to bring their copy of the Report alongwith them to the Annual General Meeting, as copies of the Report Will

not to be distributed again at the Meeting, in view of the increasing cost of the Annual Report.

4. If it is intended to appoint a proxy, the From of proxy should be completed and deposited at the Registered Office of the Company at

least 48 hours before the Meeting.

..............................................

Member’s/Proxy’s Signature

.................................................

Proxy’s Name in Block Letters

33

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