india polyspin limited
TRANSCRIPT
21st
ANNUAL REPORT
INDIA POLYSPIN LIMITED
FOR THE YEAR ENDED
31/03/2013
Website:www. indiapolyspinlimited.com
Email:[email protected]
BANKERS: Bank of Baroda (Silvasa) Century Co. Op. Bank Ltd. Dena Bank (Silvasa) Dena Bank (Surat) United Western Bank Ltd. (Surat) Shri Vinayak Sahkari Bank Ltd. (Surat)
BOARD OF DIRECTORS
ARJUNLAL UTTAMCHANDANI : MANAGING DIRECTOR & EXECUTIVE DIRECTOR
DIPAK D SOSA : NON EXECUTIVE DIRECTOR & INDEPENDENT DIRECTOR
GANESHBHAI K PATEL : NON EXECUTIVE DIRECTOR & INDEPENDENT DIRECTOR
Registered office : 3001, SHANKER PLAZA,
TIMALIYAWAD, NANPURA,
SURAT (GUJARAT)
Annual General Meeting
Date: 30/09/2013 Time: 11 am
Venue: At Regd. Office Address As above
Auditors: SONI JHAWAR & CO
3002-03, Trade House Market Opp. Fire Brigade
Ring Road, SURAT, 395002
Email- [email protected]
IMPORTANT COMMUNICATION TO MEMBERS
The Ministry of Company Affairs has taken “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register their e-mail ID with LINK INTIME SPECTRUM REGISTRY PVT. LTD C-13,Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup, (W),Mumbai,400078 [email protected]
SHARE TRANSFER REGISTRAR ( R.T.A. )
LINK INTIME SPECTRUM REGISTRY PVT. LTD
C- 3,Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup, (W),Mumbai,400078
***
INDIA POLYSPIN LIMITED
N O T I C E
NOTICE is herby given that the 21st Annual General Meeting of the members of the company
will be held at its registered office 3001, 3rd Floor, Shanker Plaza, Timaliyawad, SURAT, on 30th
September, 2013, at 11.00 A.M. to transact the following business:-
ORDINARY BUSINESS:- 1. To receive, consider and adopt the audited balance sheet as at 31st March, 2013 and Profit
and Loss Account for the ended on that date and the report of directors and auditors there
on.
2. To appoint a Director in place of Shri Dipak D Sosa who retires by rotation and being
eligible offers himself for reappointment.
3. To appoint auditors from conclusion of forthcoming Annual General Meeting to
conclusion of Next Annual General Meeting and to fix their remuneration.
“RESOLVED THAT M/s. SONI JHAWAR & CO. CHARTERED ACCOUNTANTS
(M.NO.71689 FRN.110386WS) be and are hereby re-appointed as the Statutory
Auditors of the Company to hold office from the conclusion of this Annual General
Meeting to the conclusion of the next Annual General Meeting on such remuneration
as may be determined by the Board of Directors in consultation with the Statutory
Auditors.”
REGISTERED OFFICE 3001, 3rd Floor, Shanker Plaza,
Timaliyawad, SURAT
Place : Surat
Date : 23rd August, 2013
By Order of the Board of Directors For INDIA POLYSPIN LIMITED
(Arjunlal Uttamchandani) Chairman and Managing Director
NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO
ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE
COMPANY. A PROXY FORM DULY COMPLETED AND SIGNED SHOULD REACH AT THE REGISTERED
OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE
MEETING. A BLANK PROXY FORM IS ATTACHED HEREWITH.
2. Members requiring information about the Accounts to be explained at the meeting are requested to
send their queries at least ten days prior to the meeting at the Registered Office of the Company.
3. Members/proxy-holders are requested to produce at the entrance the attached Admission Slip duly
completed and signed for admission to the meeting hall.
4. Members attending the meeting are requested to bring their copy of Annual Report.
5. Corporate Members are requested to send a duly certified copy of Board Resolution authorizing their
representatives to attend and vote at the Annual General Meeting.
6. The members are requested to notify the change in their address, if any, at the earliest.
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7. Members are requested to register their e-mail addresses through their depository Participant where
they are holding their Demat Accounts for sending the future communications by e-mail. Members
holding the Shares in Physical form may register their e-mail at Company’s registered office or
Company’s email address at [email protected]. The members holding shares in the physical form are
requested to intimate to the registrar and transfer Agents, LINK INTIME SPECTRUM REGISTRY PVT. LTD.
about the change of address, if any, at the earliest, quoting their registered folio number.
8. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID
numbers for easy identification of attendance at the meeting.
9. All documents as are mentioned in Notice containing draft resolution are open for inspection at the
registered office during the business hours up to the date of this Annual General Meeting.
10. Information regarding Director (s) to be appointed/re-appointed at this Annual General Meeting
pursuant to clause 49 of the Listing Agreement are as follows :
PARTICULARS
Name of Director Dipak D Sosa
Date of Appointment 24/06/2010
Expertise in specific areas More than 12 years’ experience in General Administration.
Qualifications Under Graduate
Directorship in other Companies Non Other Committee Memberships/ Chairmanships Audit Committee
Investor Grievance Committee- Chairman
Audit Committee-Member
Shareholdings in the company as on 31.03.2013
Nil
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not yet registered their e-mail addresses, so far, are requested to register their e-mail addresses with Depository through their concerned Depository Participants, in respect of electronic holdings. Members who hold shares in physical form are required to kindly register their e-mail address with the company at email: [email protected] by fill in the Registration Form, attached at the end of this Annual Report.
The company shall use the e-mail address of the members obtained from Depositories/ Depository Participants, available with the company, to send all future members communications.
REGISTERED OFFICE
3001, 3rd Floor, Shanker Plaza,
Timaliyawad, SURAT
By Order of the Board of Directors For INDIA POLYSPIN LIMITED
Place : Surat
Date : 23rd August, 2013
(Arjunlal Uttamchandani) Chairman and Managing Director
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DIRECTOR’S REPORT
Dear Members,
of India Polyspin Limited
Your Directors have pleasure in presenting the 21st Annual Report along with the Audited Accounts
for the year ended 31st March, 2013.
FINANCIAL RESULTS
The financial results for the year under review are summarized below for your consideration:
(Rs.In lacs)
PARTICULARS
Year ended
31st March 2013
Year ended
31st March 2012
Total Income 0.00 0.00
Profit before Depreciation & Tax (0.83) (1.46)
Depreciation 0 0
Profit/Loss before tax (0.83) (1.46)
Tax Expenses: 0 0
Current Tax 0 0
Deferred Tax 0 0
Deferred Tax Assets Reversed 0 0
Profit /Loss after Tax (0.83) (1.46)
Surplus/(deficit) carried to Balance sheet (732.87) (732.04)
REVIEW OF OPERATIONS
The company has not carried on any commercial activity during the year The Company do not
have any fixed assets. No material changes have occurred since the date of the Balance sheet and
this report, which has any adverse effect on the working of the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
India Polyspin Limited was incorporated on 25.11.1992 in the State of Gujarat with its Registered
Office at Surat. The Companies Textile Business has since been closed down on account of non-
viability and the promoters are exploring the new business lines. The Company is listed at Bombay
and other regional Stock Exchanges.
INDUSTRY STRUCTURE AND DEVELOPMENTS
The Indian textile industry is extremely diverse encompassing hand-spun and hand woven sector
at one end of the spectrum, and capital intensive, sophisticated mill sector at the other.
Decentralized power looms/hosiery and knitting sector form the largest section of the sector. The
close linkage of the Industry to agriculture and the ancient culture, and traditions of the country
make the Indian textiles sector unique in comparison with the textiles industry of other countries.
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This also provides the industry with the capacity to produce a variety of products suitable to the
different market segments, both within and outside the country.
OPPORTUNITIES AND THREATS
Indian textiles and apparel sector has an overwhelming presence in the economic life of the
country. Several export promotion policies introduced by the Government is likely to boost the
demand for Indian textiles. The Indian Textile Industry is expected to reach US$200 billion by 2020.
However a slow paced Indian economy has dragged down demand and profitability in the sector.
India's economic woes are hurting polyester demand. The economy is estimated to have
expanded by around only 7% in the current year falling short of the 8% plus growth recorded in
the previous two years. A weak coalition government has been battling a number of problems,
including a widening current account deficit, currency depreciation and high inflation.
SEGMENT–WISE PERFORMANCE
The company is not doing business during current year due to closed factory.
OUTLOOK
The Indian Textile Industry, since 1991 with the opening of the economy, has become one of the
largest in the world. It plays a major role in the economy of the Country The textile Industry
contributes about 14% of total industrial production of the Country and 4% to the Gross Domestic
Production of the Country. The Textile Industry is also second largest source of employment after
Agriculture sector, in the country. It generates jobs for almost 45 million people and accounts for
nearly 11% share of the Country's total export basket. During the year the Indian Textile Industry
has great potential to increase its share in textile and apparel in world trade from current level of
4.5% to 8% and likely to reach to US$ 200 billion by 2020.
RISK & CONCERNS
Cotton prices which have been volatile are of major concern for the Company. For yarn, prices
depend importantly on economic conditions in China, which accounts for almost half of global
textile products consumption. Should conditions there deteriorate, yarn prices could decline
substantially. Apart from this, the textile and apparel industry is facing upward cost pressure from
other parameters as well.
INTERNAL CONTROL SYSTEM
Your Company believes in formulating adequate and effective internal control systems and
implementing the same strictly to ensure that assets and interests of the Company are
safeguarded and reliability of accounting data and accuracy are ensured with proper checks and
balances.
Continuous review and implementation of best system that object the safeguard of company’s
interest is the utmost task of your management. The Audit Committee of the Board of
Directors, Statutory Auditors and Business Heads are periodically apprised of the report
generated on Internal control system.
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DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL
PERFORMANCE
India Polyspin Limited has closed its Textile Business on account of non-viability and the promoters
are exploring the new business lines.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
Your Company continues to lay great stress on its most valuable resource - people. Continuous
training, both on the job and in an academic setting, is a critical input to ensure that employees
at all levels are fully equipped to deliver a wide variety of products and services to the
customer of the Co.
CAUTIONARY STATEMENT
Statements in the Management Discussions and Analysis describing the Company’s
objectives, projections, estimates, expectations may be forward looking statements. Actual
results may differ materially from those expressed or implied. Important factors that could
make a difference to the Company’s performance include economic conditions affecting
demand / supply and price conditions in the domestic and overseas markets in which the
Company operates, changes in the Government Regulations, tax laws, statues and other
incidental factors.
SUBSIDIARY COMPANIES
Your Company has no subsidiary Company.
PUBLIC DEPOSITS Your Company does not accept public deposits under section 58A of the Companies Act, 1956. There are no unclaimed or unpaid deposits as at 31st March, 2013.
DIVIDEND In view of the losses incurred during the year, the Directors express their inability to recommend dividend.
DIRECTORS Mr. Dipak D. Sosa, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292 A of the Companies Act, 1956 and clause 49 of the
Listing Agreement, the Board of Directors of the Company have a Committee of Board of Directors
known as Audit Committee, which consists of Mr. Ganeshbhai K. Patel, as its Chairman and Mr.
Dipak Sosa and Mr. Arjunlal Uttamchandani, as its members. Audit Committee has all powers and
authorities as provided under the aforesaid provisions of the Act and the Listing Agreement.
PREFERENTIAL ISSUE
During the financial year, Company not issued any Equity Shares/Preferential Issue and No further
instrument is pending for conversion as on date of this report.
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DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors
state and confirm that:
I. In the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
II. Accounting Policies selected were applied consistently, reasonable and prudent judgments
and estimates were made so as to give a true and fair view of the state of affairs of the
Company as at the end of March 31, 2013 and of the loss of the Company for the year
ended on that date;
III. Proper and sufficient care has been taken 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 frauds and other irregularities;
IV. The annual accounts of the Company have been prepared on a going concern basis.
AUDITORS
M/s. SONI JHAWAR & CO. CHARTERED ACCOUNTANTS, SURAT, Chartered Accountants, retire at
the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for re-
appointment. A certificate has been obtained from them to the effect that their re-appointment, if
made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.
The Audit Committee and your Board recommends their reappointment as Auditors of the
Company.
AUDITORS REPORT
There are no adverse qualifications in the report which need to be explained here.
PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956
There is no employee in the Company whose particulars as required to be furnished u/s
217(2A) of the Companies Act, 1956 and rules made there under.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956,
read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988
regarding the conservation of energy and technology absorption are not given as the Company has
not undertaken any manufacturing activity. Still it endeavours to save the energy wherever
possible at all levels of operation.
Further, your Company does not use any foreign technology which needs to be absorbed.
The foreign exchange earning/outgo during the year are as under:
(Rs in lacs) Current Year Previous Year
Foreign Exchange Earning Nil Nil Foreign Exchange Outgo Nil Nil
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CORPORATE GOVERNANCE
Your Company follows the principles of the effective corporate governance practices. The
Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every
publicly listed Company has taken steps to comply with the requirements of the revised
Clause 49 of the Listing Agreement with the Stock Exchange.
A separate section on Corporate Governance forming part of the Directors’ Report and the
certificate from the Company’s Auditors on Corporate Governance as stipulated in Clause 49 of
the Listing Agreement is included in the Annual Report.
The information as required by provisions of section 217(2A) of the Companies Act, 1956 read
with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.
CASH FLOW STATEMENT
The Cash Flow Statement for the year ended 31st March 2013 pursuant to Clause 32 (as
amended) of the Listing Agreement with Stock Exchanges is annexed herewith.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of
the workforce and their families and also the community and society at large. The Company
believes in undertaking business in such a way that it leads to overall development of all
stake holders and Society.
LISTING OF SHARES, PAYMENT OF LISTING FEES
The Company’s Equity Shares are presently listed on Bombay Stock Exchange Limited (BSE) and
Vadodara Stock Exchange Limited (VSE). The Company has un-paid the annual listing fees for
the year 2013-14 to BSE. Connectivity of Both NSDL and CDSL is taken by the company for
demat of shares. The members are requested to take benefits of Demat facility for trading in
to the shares of the company.
ACKNOWLEDGMENT
Yours Directors place on record their sincere appreciation of the co-operation and assistance
extended by the bankers of the Company. They also on record their appreciation of the devoted
services rendered by Directors.
By Order of the Board of Directors
For INDIA POLYSPIN LIMITED
Place : Surat
Date : 23rd August, 2013
(Arjunlal Uttamchandani)
Chairman and Managing Director
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CORPORATE GOVERNANCE REPORT (as required under clause 49 of the listing agreement with Stock Exchange)
I. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE Transparency and accountability leading to management reliability are the touchstone of the Corporate Governance at INDIA POLYSPIN LTD. The ultimate objective of the Corporate Governance at INDIA POLYSPIN LTD. is to enhance shareholder’s value in the long term. However, the Corporate Governance at INDIA POLYSPIN LTD. is continuously making efforts to implement sound governance practices.
II. BOARD OF DIRECTORS
A. Composition of Board: The Board of Directors has an optimum combination of Executive and Non-Executive Directors with more than half of the Board are Non-Executive & Independent Directors which is in conformity with Clause-49 of the Listing Agreement. The details of the Board of Directors as on the date of this report is as follows:
Sr. No.
Name of the Director
Category Attendance in Board Meetings
Attendanc e in last AGM
No of Directorships/ Committee Membership/ Chairmanship of other company
O.D C.M C.C
1 Arjunlal Uttamchandani
Executive Chairman & Non- independent
5 Yes - - -
2 Dipak D. Sosa Independent & Non-Executive
5 Yes - - -
3 Ganeshbhai K. Patel
Independent & Non-Executive
5 Yes - - -
The Independent Directors do not have any material pecuniary or transactions with the Company, its promoters and its subsidiary which may affect the independence or judgment of directors.
B. Details of shares held by the Non-Executive/Independent Directors as on 31st March 2013
NAME NO OF SHARES HELD DIPAK D. SOSA NIL GANESHBHAI K. PATEL Nil
C. BOARD PROCEDURES It has always been the Company's policy and practice that apart from matters requiring Board approval by statute, all major decisions including quarterly results of the Company, financial restructuring, capital expenditure proposals, collaborations, material investment proposals in joint venture/promoted companies, sale and acquisition of material nature of assets, mortgages,
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guarantees, donations etc. are regularly placed before the Board.
The Schedule of each of the Board meeting is decided well in advance and communicated to the Directors. Board meetings are generally held at the Corporate and Registered office of the Company situated at 3001, Shanker Plaza, Timaliyawad, Nanpura, Surat.
The agenda along with the explanatory notes are sent to the Directors well in advance to enable them to take informed decisions. The Departmental Heads are invited to all the Board meetings to provide necessary insights into the working of the Company and for discussing corporate strategies.
All relevant information required to be placed before the Board of Directors as per Clause 49 of the Listing Agreement are considered and taken on record/ approved by the Board. Post Board meeting, the decisions taken by Board are followed up and reviewed. Important decisions are communicated to the departments /divisions concerned for implementation. Action taken report on the decisions/minutes of the previous meeting(s) is placed at the immediately succeeding meeting of the Board for noting by the Board.
DETAILS OF BOARD MEETINGS:
During the financial year ended on 31st March, 2013, the Board of Directors had met for Five times i.e. on 12/05/2012, 13/08/2012, 23/08/2012, 10/11/2012 and 12/02/2013. Wherein the difference between two board meetings does not exceeded 4 Months.
NOTES: Other Directorship do not include alternate Directorship, Directorship of Private Companies (not being a subsidiary of a Public Company), Section 25 Companies and of Companies incorporated outside India.
For the purpose of reckoning the limits regarding chairmanship / membership of committee of board, only two committees namely Audit Committee and Investor’s/Shareholder’s Grievance Committee have been considered pursuant to Clause 49.
The Directors of your Company have confirmed that their memberships on Committee Meetings are within the prescribed limits under the Listing Agreement.
I. AUDIT COMMITTEE
a) COMPOSITIONIn terms of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement, our Board has constituted an Audit Committee, the composition of which is as follows:
i) MR. GANESHBHAI K. PATEL CHAIRMAN
II) MR. DIPAK D. SOSA MEMBER III) MR. ARJUNLAL UTTAMCHANDANI MEMBER
All the members of the Committee are independent and having sufficient knowledge and experience of Finance and Accounts. The Chairman of the Audit Committee attended the last
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Annual General Meeting of the Company.
b) ATTENDANCEDuring the financial year ended on 31st March 2013, the members of the Audit Committee had met four times i.e. on 12/05/2012, 13/08/2012, 10/11/2012 and 12/02/2013 Composition of Audit Committee and attendance during the year were as under : -
NAME OF THE MEMBER MEETINGS HELD ATTENDANCE
MR. DIPAK D. SOSA 4 4 MR. GANESHBHAI K. PATEL 4 4 MR. ARJUNLAL UTTAMCHANDANI
c) POWERS OF AUDIT COMMITTEE
4 4
The audit committee shall have powers, which should include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary.
d) TERMS OF REFERENCE TO THE COMMITTEE:The terms of reference stipulated by the Board to the Audit Committee are, inter-alia, as contained in Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 as follows:
1. Oversight of the company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and desirable.
2. Recommending to the Board, the appointment, re-appointment and if required, thereplacement or removal of the Statutory Auditors.
3. Approval of payment to Statutory Auditors for any other services rendered by theStatutory Auditors.
4. Reviewing with the Management, the annual financial statements before submission tothe board for approval, with particular reference to:
a) Matters required being included in the Director's Responsibility Statement to beincluded in the Board's report in terms of Clause (2AA) of Section 217 of the CompaniesAct, 1956.
b) Changes, if any, in accounting policies and practices and reasons for the same.c) Major accounting entries involving estimates based on the exercise of judgment by
management.d) Significant adjustments made in the financial statements arising out of audit findings.
e) Compliance with listing and other legal requirements relating to financial statements.f) Disclosure of any related party transactions.g) Qualifications in the draft audit report, if any.
5. Reviewing, with the Management, the quarterly financial statements before submission
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to the board for approval.
6. Reviewing with the Management, performance of statutory and internal auditors, andadequacy of the internal control systems.
7. Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.
8. Discussion with internal auditors any significant findings and follow up thereon.
9. Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the board.
10. Discussion with statutory auditors before the audit commences, about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
11. To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non-payment of declared dividends) andcreditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same is exist.
13. Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee.
e) REVIEW OF THE INFORMATION BY THE AUDIT COMMITTEE:
The Audit Committee shall mandatorily review the following information: i. Management Discussion and Analysis of financial condition and results of
operations;ii. Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;iii. Management letters/Letters of internal control weaknesses issued by the statutory
auditors;iv. Internal audit reports relating to internal control weaknesses; andv. The appointment removal and terms of remuneration of the Chief internal auditor
shall be subject to review by the Audit Committee.
III. SUBSIDIARY COMPANIESThere are no Subsidiary Companies of India Polyspin Limited.
IV. DISCLOSURES BY THE MANAGEMENTDuring the financial year 2012-13, there have been no transactions of material nature entered into by the Company with the Management or their relatives that may have potential conflict with interest of the Company.
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REMUNERATION COMMITTEE Directors of the company not taking remuneration, allowances and perks due to losses so no Remuneration Committee form.
SHAREHOLDERS’/ INVESTORS‘GRIEVANCE COMMITTEE The Shareholders’ / Investors’ Grievance Committee was constituted to specifically look into the redressal of Investor’s complaints like transfer of shares, non-receipt of Annual Report and non-receipt of dividend etc. The said committee consists of Mr. Dipak D. Sosa as its Chairman and Ganeshbhai K. Patel and Mr Arjunlal Uttamchandani as its members. Sufficient authority and responsibility has been delegated to Company’s Transfer Agent, Link Intime India Private Limited. C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai-78.
During the financial year ended on 31st March 2013, the Members of the Committee had met four times i.e. 12/05/2012, 13/08/2012, 10/11/2012 and 12/02/2013 composition of Committee and attendance during the year were as under : -
NAME OF MEMBERS CATEGORY NO. OF MEETINGS HELD
MEETINGS ATTENDED
Mr. Ganeshbhai K. Patel Independent & Non- Executive
4 4
Mr. Dipak D. Sosa Independent & Non- Executive
4 4
Mr. Arjunlal Uttamchandani Executive & Non- independent
4 4
The Company attends to the investor grievances / correspondences expeditiously and usually a reply is sent within 10 days of receipt of letter, except in the cases that are constrained by dispute or legal impediments. During the financial year there were no complaints received by the Company’s RTA or by the Company and no complaint is pending as on 31st March, 2013.
Our Registrar & Share Transfer Agent M/ Link Intime India Private Limited has been personally handling the cases of share transfer and other related matters very swiftly and efficiently under the supervision of the Company Secretary of the Company. Any of the shareholders may contact the RTA or the Company Secretary of Company at the registered office of the Company or at the email id- [email protected]
ROLES AND RESPONSIBILITIES OF THE SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE The Committee shall have the following role and responsibilities:
i. Redressal of shareholders and investor complaints e.g. transfer of shares, non-receipt of
Annual Report, non-receipt of dividend (if declared) etc.
ii. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal
of various requests received from shareholders from time to time;
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Sr. No .
AGM Date Location Time
1. 2011-12 (29-09-12) Shanker Plaza, Timaliyawad, Nanpura, Surat 11.
2. 2010-11 (30-09-11) Shanker Plaza, Timaliyawad, Nanpura, Surat 11.
3. 2009-10 (30-09-10) Shanker Plaza, Timaliyawad, Nanpura, Surat 10.
iii. Issue of duplicate share certificates in place of original which may be lost/ torn/ mutilated;
iv. Approve and effect transmission of shares arising as a result of death of sole/ any
of the joint shareholder.
CODE OF CONDUCT The Board of Directors of the Company had laid down a Code of Conduct for all Board members and senior Management of the Company. This code is derived from the principles of good corporate governance, good corporate citizenship and high personal ethical standards and is applicable to all Directors and Senior Management personnel of the Company. All Directors and senior Management personnel of the Company have affirmed compliance with the India Polyspin’s Code of Conduct for the financial year ended on 31/03/2013 as required under Clause-49 of the Listing Agreement. The Board of Directors and senior Managers affirm with the code on annual basis as at the end of each financial year (April to March).
MANAGEMENT DISCUSSION AND ANALYSIS As part of the directors’ report or as an addition thereto, a Management Discussion and Analysis report should form part of the Annual Report to the shareholders.
CEO/CFO CERTIFICATION A Certificate signed by the Manager, appointed in terms of the Companies Act, 1956 and the Finance Head, on the financial statements of the Company was placed before the Board.
I. GENERAL BODY MEETING
Particulars of last Three Annual General Meetings are as under. No Special resolution was passed at the General Meetings
00 A.M.
00 A.M.
00 A.M.
II. POSTAL BALLOT:During the Financial year 2012-13 no ballots were conducted by the Company.
III. MEANS OF COMMUNICATIONThe quarterly results of the Company are published in leading and widely circulated English/
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Gujarati News Paper as per the requirements of the Listing Agreement with the Stock Exchange. The results are also faxed to the Stock Exchange where the Company is listed. The results are also published in the prescribed Performa within 48 hours of the conclusion of the meeting of the Board in which they are considered and approved.
a) GENERAL SHAREHOLDER INFORMATION
b) Annual General Meeting: Date: 30-09-2013, Time: 11.00 A.M.
c) Venue: 3001, 3rd Floor, Shanker Plaza, Timaliyawad, Nanpura, Surat.
d) Financial Calendar (Tentative)
Results for quarter ending 30-06-2013 : First Fortnight of August, 2013
Results for year ended 30.09.2013 : Second Fortnight October 2013
Results for quarter ending 31-12-2013 : Second Fortnight of January, 2013
Results for quarter ending 31-03-2014 : Second fortnight of May2014
Annual Results for year ended 31-03-2014 : August 2014
e) Date of Book Closure: 23-09-2013 to 30-09-2013
f) Dividend payment Date: Not applicable
g) Listing on Stock Exchange - Equity Shares: Bombay Stock Exchange and VSE.
h) Market Price: Since trading in shares has been suspended the Market price data is not
available.
i) Registrar and Transfer Agent: Link Intime India Private Limited C-13, Pannalal Silk Mills
Compound, L.B.S. Marg, Bhandup (W), Mumbai 400078
j) Dematerialisation: As on 31-03-13 aggregate of 4945880 shares amounting to 89% have
been demated.
k) LISTING: Your Company is presently listed at Bombay Stock Exchange Limited and Vadodara Stock Exchange Ltd..
l) STOCK CODE: Stock Code for the Equity Shares of the company at Bombay Stock Exchange
is 514490
m) Outstanding GDRs/ADRs/Warrants or any Convertible instruments : Nil
n) email : [email protected] and Website: www.indiapolyspinlimited.com
IV. Distribution of Shareholding as on 31-03-2013 is as under
Share Holding No. of Sh. Holders % of Total Shares % of Total
1 - 500 1934 61.5924 505520 9.0991
501-1000 528 16.8153 465004 8.3699
1001-2000 251 7.9936 434157 7.8146
2001-3000 105 3.3439 286085 5.1494
3001-4000 63 2.0064 235400 4.2371
4001-5000 63 2.0382 313462 5.6422
5001-10000 101 3.2203 786516 14.1569
10001 & above 95 3.0299 2529556 45.5308
14
V. SHAREHOLDING PATTERN AND DISTRIBUTION SCHEDULE: The Shareholding Pattern of the Company as at 31st March, 2013
SL. NO.
PARTICULARS NO. OF SHARES %
1 Promoter & Promoter Group 62009 1.12
2 Bodies Corporate 315346 5.68
3 Mutual Funds 49800 0.90
4 Banks/Financial Institutions/UTI - -
5 State Government/Central Government - -
6 Foreign Institutional Investors - -
7 Foreign Banks - -
8 Directors Other Than Promoters - -
9 NRIs - -
10 Trust - -
11 Indian Public & Others 5128545 92.31
Total 5555700 100
REGISTERED OFFICE
3001, 3rd Floor, Shanker Plaza,
Timaliyawad, SURAT
Place : Surat
Date : 23rd August, 2013
By Order of the Board of Directors For INDIA POLYSPIN LIMITED
(Arjunlal Uttamchandani) Chairman and Managing Director
15
CODE OF CONDUCT
INTRODUCTION
This Code of Conduct for Board Members and Senior Management (the "Code") helps to maintain
the standards of business conduct for Indo India Polyspin Limited (the "Company"), and ensures
compliance with legal requirements. The purpose of the Code is to deter wrongdoing and promote
ethical conduct. The matters covered in this Code are of the utmost importance to the Company,
our shareholders and our business partners. Further, these are essential so that we can conduct
our business in accordance with our stated values.
The Code is applicable to the following persons, referred to as
Officers:
Our Board Members,
Our Senior Management
For this purpose, the term “senior management” shall mean personnel of the company who are
members of its core management team excluding Board of Directors. Normally, this would
comprise all members of management one level below the executive directors, including all
functional heads. Ethical Business conduct is critical to our business. Accordingly, Officers are
expected to read and understand this Code, uphold these standards in day-to-day activities, and
comply with: all applicable laws; rules and regulations and all applicable policies and procedures
adopted by the Company that govern the conduct of its employees. Nothing in this Code, in any
Company policies and procedures, or in other related communications (verbal or written), creates
or implies an employment contract or term of employment. All Board Members and senior
management personnel shall affirm compliance with the code on an annual basis. The Annual
Report of the company shall contain a declaration to this effect signed by the CEO.
HONEST AND ETHICAL CONDUCT
We expect all Officers to act in accordance with the highest standards of personal and professional
integrity, honesty and ethical conduct, while working on the Company's premises, at offsite
locations where the Company's business is being conducted, at Company sponsored business and
social events, or at any other place where Officers are representing the Company. We consider
honest conduct to be conduct that is free from fraud or deception. We consider ethical conduct to
be conduct conforming to the accepted professional standards of conduct. Ethical conduct
includes the ethical handling of actual or apparent conflicts of interest between personal and
professional relationships. This is discussed in more detail in Section III below.
CONFLICTS OF INTEREST
An Officer's duty to the Company demands that he or she avoids and discloses actual and
apparent conflicts of interest. A conflict of interest exists where the interests or benefits of one
person or entity conflict with the interests or benefits of the Company. Examples include:
A. Employment / Outside employment. In consideration of employment with the Company,
Officers are expected to devote their full attention to the business interests of the
16
Company. Officers are prohibited from engaging in any activity that interferes with their
performance or responsibilities to the Company, or is otherwise in conflict with or
prejudicial to the Company. Our policies prohibit Officers from accepting simultaneous
employment with suppliers, customers, developers or competitors of the Company, or
from taking part in any activity that enhances or supports a competitor's position.
Additionally, Officers must disclose to the Company's audit committee, any interest that
they have that may conflict with the business of the Company.
B. Outside directorships. It is conflict of interest to serve as a director of any company that
competes with the Company. Officers must first obtain approval from the Company's audit
committee before accepting a directorship.
C. Business Interests. If an Officer is considering investing in any customer, supplier,
developer or competitor of the Company, he or she must first take care to ensure that
these investments do not compromise on their responsibilities to the Company. Our policy
requires that Officers first obtain approval from the Company's audit committee before
making such an investment. Many factors should be considered in determining whether a
conflict exists, including the size and nature of the investment; the Officer's ability to
influence the Company's decisions; his or her access to confidential information of the
Company or of the other company; and the nature of the relationship between the
Company and the other company.
D. Related parties. As a general rule, Officers should avoid conducting Company business with
a relative, or with a business in which a relative is associated in any significant role.
Relatives shall mean "relative" as defined in section 2(41) and section 6 read with Schedule
IA of the Companies Act, 1956.
E. Payments or gifts from others. Under no circumstances may Officers accept any offer,
payment, promise to pay, or authorization to pay any money, gift, or anything of value
from customers, vendors, consultants, etc., that is perceived as intended, directly or
indirectly, to influence any business decision, any act or failure to act, any commitment of
fraud, or opportunity for the commitment of any fraud. Inexpensive gifts, infrequent
business meals, celebratory events and entertainment, provided that they are not
excessive or create an appearance of impropriety, do not violate this policy. Questions
regarding whether a particular payment or gift violates this policy are to be directed to HR
department. Gifts given by the Company to suppliers or customers, or received from
suppliers or customers, should be appropriate to the circumstances and should never be of
a kind that could create an appearance of impropriety. The nature and cost must always be
accurately recorded in the Company's books and records.
F. Corporate opportunities. Officers may not exploit for their own personal gain,
opportunities that are discovered through the use of corporate property, information or
position, unless the opportunity is disclosed fully in writing to the Company's board of
directors and the board declines to pursue such opportunity.
17
G. Other situations. Because other conflicts of interest may arise, it would be impractical to
attempt to list all possible situations. If a proposed transaction or situation raises any
questions or doubts, Officers must consult the Company's audit committee.
DISCLOSURE
Our policy is to provide full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with, or submit to statutory bodies and in our other public
communications. Accordingly, our Officers must ensure that they and others in the Company
comply with our disclosure controls and procedures, and our internal controls for financial
reporting.
COMPLAINCE WITH GOVERNMENTAL LAWS, RULES AND REGULATIONS
Officers must comply with all applicable' governmental laws, rules and regulations. Officers must
acquire appropriate knowledge of the legal requirements relating to their duties sufficient to
enable them to recognize potential dangers, and to know when to seek advice from the finance
department. Violations of applicable governmental laws, rules and regulations may subject
Officers to individual criminal or civil liability, as well as to disciplinary action by the Company.
Such individual violations may also subject the Company to civil or criminal liability or the loss of
business.
VIOLATIONS OF THE CODE
Part of an Officer's job, and of his or her ethical responsibility, is to help enforce this Code. Officers
should be alert to possible violations and report this to the HR department or the finance
department. Officers must cooperate in any internal or external investigations of possible
violations. Reprisal, threat, retribution or retaliation against any person who has, in good faith,
reported a violation or a suspected violation of law, this Code or other Company policies, or
against any person who is assisting in any investigation or process with respect to such a violation,
is prohibited.
Actual violations of law, this Code, or other Company policies or procedures, should be promptly
reported to the HR department or the finance department.
The Company will take appropriate action against any Officer whose actions are found to violate
the Code or any other policy of the Company. Disciplinary actions may include immediate
termination of employment at the Company's sole discretion. Where the Company has suffered a
loss, it may pursue its remedies against the individuals or entities responsible. Where laws have
been violated, the Company will cooperate fully with the appropriate authorities.
WAIVERS AND AMENDMENTS OF THE CODE
We are committed to continuously reviewing and updating our policies and procedures.
Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this
Code must be approved in writing by the Company's board of directors and promptly disclosed on
the Company's website and in applicable regulatory filings pursuant to applicable laws and
regulations, together with details about the nature of the amendment or waiver.
18
INDIA POLYSPIN LIMITED
CEO & CFO CERTIFICATION (under clause 49(v) of Listing Agreement)
The Board of Directors
India Polyspin Limited
Surat
Re-Financial Statement for the year ended as on 31-03-2013 Certification
I Arjunlal Uttamchandani Chairmain & Managing Director, on the basis of the review of the financial
statements and the cash flow statements for the Financial year ending 31.03.2013 and to the best of
our knowledge and belief, thereby certify that :-
1. These statements do not contain any materially untrue statements or omit any material fact
or contains statements that might be misleading.
2. These statements together present a true and fair view of the Company’s affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
3. There are to the best of our knowledge and belief, no transaction entered into by the
company during the year ended 31.03.2013 which are fraudulent, illegal or violation of the
Company’s code of conduct.
4. We accept responsibility for establishing and maintaining internal controls for financial
reporting, we have evaluated the effectiveness of the internal control systems of the
Company pertaining to financial reporting and we have disclosed to the auditors and the
Audit Committee those deficiencies, of which we are aware, in the design or operation of
the internal control systems and that we have taken the required steps to rectify these
deficiencies.
5. We further certify that :
a) There have been no significant changes in the international control over financial
reporting during this year.
b) There have been no significant changes in accounting policies during this year and
that the same have been disclosed in the noted to the financial statements.
c) There have been no instances of significant fraud of which we have become aware
and the involvement therein, of management or an employee having significant role
in the Company’s internal control systems over financial reporting.
Dare : 23-08-2013
Place : SURAT
CHARTERED ACCOUNTANTS Tel.No. 2302290,3912290,6662290S.N. SONI B.Com.(Hons.), LLB, FCA 3002-03, Trade House Market,H.G. JHAWAR M.Com., FCA, DISA(ICA) Opp. Fire Brigade,A.C. KALANI M.Com., FCA, DISA(ICA) Ring Road, SURAT-395 002~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
To,
The Members
India Polyspin Limited
Surat
We have examined the compliance of the conditions of Corporate Governance by INDIA POLYSPIN
LIMITED for the year ended 31.03.2013 as stipulated in clause 49 of the Listing Agreement with the
Stock Exchanges.
The Compliance of the conditions of Corporate Governance is the responsibility of the company’s
management. Our examination was limited to procedures and implementation thereof, adopted by the
Company for ensuring the Compliance of the conditions of Corporate Governance. It is neither an audit
nor an expression 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, we
certify, that the Company has partly complied with the conditions of The Corporate Governance as
stipulated in the above mentioned listing agreement.
We state that majority of the investor grievances were attended within one month as per maintained by
the company.
We further state that such compliance is neither as assurance as to the future viability of the Company
nor the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
Place: SURAT FOR SONI JHAWAR & CO.
Date: 23rd
August, 2013. CHARTERED ACCOUNTANTS
(SATYANARIAN SONI)
PARTNER
M.NO.71689
FRN.110386W
19
A U D I T O R ’ S R E P O R T
To, The Member’s of M/S INDIA POLYSPIN LIMITED SURAT. We have audited the attached balance sheet of M/S INDIA POLYSPIN LIMITED as at 31st March, 2013 and also the Profit & Loss account for the year ended on that date, annexed thereto. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
As required by the Companies (Auditor’s Report) Order, 2003, as amended by companies (amendment) order 2004, issued by the Department of Company Affairs, in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said order.
Further to our comments in the Annexure referred to above, we report that:
I. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;
II. 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;
III. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;
IV. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
V. On this basis of written representations received from the directors, as on 31st March, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;
VI. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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 31st March, 2013;
b) In the case of the Profit & Loss Account, of the loss for the year ended on that date. And c) In the case of cash flow statement, of the cash flow for the year ended on that date.
For SONI JHAWAR & CO. CHARTERED ACCOUNTANTS FIRM REG. NO: 110386W
(SATYANARAIN SONI) PARTNER M.NO. : 071689 Place : SURAT Date : 23rd August,2013
ANNEXURE TO THE AUDITORS' REPORT AS REFERRED TO IN PARA 3 OF THE SAID REPORT OF EVEN DATE
i. The company does not have any Fixed Assets, hence clause (i) (a), (b) and (c ) are not
applicable to the company during the year under audit. ii. The company does not have any inventories, hence clause (ii) (a), (b) and (c ) are not
applicable to the company during the year under audit. iii.
a. The company has granted loans to companies, firms and other parties covered under the Register maintained under Sec 301 of the Companies Act,1956 aggregating Rs.4,50,000/- to one such parties.
b. In our opinion, the rate of interest and other terms and conditions on which the said loans have been given are not, prima facie, prejudicial to the interest of the company.
c. As explained to us the receipts of payment of principal amounts and Interest, if any, are as per the terms of the said loan.
d. As explained to us there is no overdue amount.
e. The company has taken unsecured loans from companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956 amounting Rs. 1,68,66,636/- from 7 such parties.
f. In our opinion, the rate of interest and other terms and conditions on which the said loans have been taken are not, prima facie, prejudicial to the interest of the company
g. As explained to us the company is regular in payment of principal amounts and interest if any, as per the terms of the said loan.
iv. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
v. a. Based on audit procedures applied by us and according to the information and
explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of Companies Act, 1956 have been so entered.
b. In our opinion and according to the information and explanations given to us, the Contract or arrangemants entered in the register maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
vi. In our opinion and according to the information and explanation given to us, the company
has not accepted any deposits from the public within the meaning of Sec.58A and 58AA of the Companies Act, 1956.
vii. The company does not have a formal Internal Audit System. However, in our opinion, there
are adequate internal control procedures commensurate with the size of the company and the nature of its business.
viii. According to the information and explanation given to us, the company is not required to
maintain cost records under section 209(l)(d) of the Companies Act, 1956. ix.
a. According to the information and explanation given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory due including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.
b. According to the information and explanations given to us, no undisputed amounts payable in respect of income- tax, wealth tax, sales tax, custom duty, excise duty and cess were in arrears as at 31/03/2012 for a period of more than six months from the date they became payable.
c. According to the information and explanation given to us, there are no dues of sales tax, custom duty, wealth tax, excise duty and cess that have not been deposited on account of any dispute.
x. The accumulated losses of the company are more than fifty present of its net worth. The company has also incurred cash losses during the financial year covered by our audit and also incurred cash loss in the immediately preceding financial year.
xi. Based on the audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues if any, to any financial institution, bank or debenture holder.
xii. Based on the audit procedures and as per information and explanation given by the management, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
xiii. In our opinion, the company is not a Chit fund or Nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors-Report) Order, 2003 (As Amended) are not applicable to the company.
xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (As Amended) are not applicable to the company.
xv. As informed to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.
xvi. On the basis of our examination of the books of a/c and the information and explanation given to us, in our opinion, the term loans taken , have been applied for the purpose for which they were raised.
xvii. On the basis of our examination of the books of a/c and the information and explanation given to us, in our opinion, the funds raised on short term basis have not been used for long term investment.
xviii. The company has not issued any Bonus shares during the year. The company has not issued any Debentures during the year.
xix. The company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.
xx. During the year under audit the company has not issued debentures.
xxi. The company is not a public company. Accordingly, the provisions of clause 4(xx) of the companies (Auditor's Report) order, 2005 are not applicable to the company.
xxii. Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.
For SONI JHAWAR & CO. CHARTERED ACCOUNTANTS (SATYANARAIN SONI) PARTNER M.NO. : 071689 FIRM REG. NO: 110386W PLACE : SURAT DATE : 23rd August,2013
Particulars Note
No.
As at 31st
March, 2013
As at 31st March,
2012
Rs. Rs.
A EQUITY AND LIABILITIES
1 5,55,57,000.00 5,55,57,000.00
1 Shareholders' funds
(a) Share capital
(b) Reserves and surplus 2 (7,32,88,653.33) (7,32,04,981.24)
(c) Money received against share Warrants - -
2 Share application money pending allotment - -
Non-current liabilities
(a) Long-term borrowings 3 1,68,66,636.00 1,69,46,636.00
(b) Deferred tax liabilities (net) - -
(c) Other long-term liabilities - -
(d) Long-term provisions - -
4 Current liabilities
(a) Short-term borrowings - -
(b) Trade payables 4 21,62,519.50 20,64,519.50
(c) Other current liabilities - -
(d) Short-term provisions - -
TOTAL 12,97,502.17 13,63,174.26
B ASSETS
1 Non-current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(iv) Intangible assets under development
(v) Fixed assets held for sale
(b) Non-current investments
(c) Deferred tax assets (net)
(d) Long-term loans and advances
(e) Other non-current assets
2 Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short-term loans and advances
(f) Other current assets
5
6
-
-
-
-
-
-
-
12,77,886.84
-
-
-
-
19,615.33
-
-
-
-
-
-
-
-
-
12,77,886.84
-
-
-
-
85,287.42
-
-
TOTAL 12,97,502.17 13,63,174.26
M/S INDIA POLYSPIN LIMITED
BALANCE SHEET AS AT 31ST MARCH, 2013 Rs. in Rupee
Notes to Accounts & Significant Accounting policies 10
The Notes No. 1 to 10 are integrated part of these Finacial Statements
As per our Report of Even Date
For SONI JHAWAR & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO: 110386W
For and on behalf of the Board
For India Polyspin Limited
(SATYANARAIN SONI) 1 Arjunlal Uttamchandani PARTNER
M.NO. : 071689
Place : SURAT
Date : 23rd August,2013
2 Ganesh Patel
24
M/S INDIA POLYSPIN LIMITED
STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2013
Rs. in Rupee PARTICULARS Note
No.
For the year
ended 31st
March, 2013
For the year
ended 31st
March, 2012
1 2 Rs. Rs.
I.
REVENUE
7
- - Revenue From Operation
II. Other Income - -
III Total Revenue (1+2) - -
IV. EXPENSES
- -
Cost of Material Consumed
Purchases of Stock in Trade
Change in Inventories of Finished Goods, Work-in-progress & - -
Stock-in-Trade
- - Other Manufacturing Expenses
Employee Benefits Expenses - -
Finance Costs 4,522.49 4,196.35
Depreciation and Amortisation Expense - -
Other Expenses 8 79,149.60 1,42,340.00
Total Expenses 83,672.09 1,46,536.35
V. Profit before Exceptional and Extraordinary Items and Tax (83,672.09) (1,46,536.35)
(III-IV)
- - VI. Exceptional Items
VII. Profit before Extraordinary Items and Tax (V-VI) (83,672.09) (1,46,536.35)
VIII. Extraordinary Items - -
IX. Profit before Tax (VII-VIII) (83,672.09) (1,46,536.35)
X. Tax Expenses - Current Tax - Deferred Tax - -
XI. Profit for the period from Continuing Operations (IX-X) (83,672.09) (1,46,536.35)
XII. Profit/(Loss) from Discontinuing Operations - -
XIII. Tax expenses of Discontinuing Operations -
XIV. Profit/(Loss) from Discontinuing Operations(after tax) - -
XV. Profit for the Period (XI+XIV) (83,672.09) (1,46,536.35)
XVI. Earnings Per Equity Share : 9
(0.15) (0.26) (1) Basic
Notes to Accounts & Significant Accounting policies
The Notes No. 1 to 10 are integrated part of these Finacial Statements
As per our Report of Even Date
For SONI JHAWAR & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO: 110386W
10
For and on behalf of the Board
India Polyspin Limited
(SATYANARAIN SONI)
PARTNER
M.NO. : 071689
Place : SURAT
Date : 23rd August,2013
1 Arjunlal Uttamchandani
2 Ganesh Patel
25
NOTES TO THE ACCOUNTS
- -
15,40,143.00 15,40,143.00
PROFIT & LOSS ACCOUNT
Opening Balance (7,47,45,124.24) (7,46,06,427.89)
Add : Net Profit / Net Loss for the Current Year (83,672.09) (1,46,536.35)
Add(Less):- Adjustment of Income Tax - 7,840.00
(7,48,28,796.33) (7,47,45,124.24)
TOTAL (7,32,88,653.33) (7,32,04,981.24)
3 LONG TERM BORROWINGS
Unsecured loan from Shareholders/Directors & their Relatives
Arjunlal Nebhumal Uttamchandani 86,48,257.00 87,28,257.00
Nilesh Gopichand Uttamchandani 4,94,579.00 4,94,579.00
Sureshkumar N Uttamchandani 10,96,114.00 10,96,114.00
Maheshkumar N Uttamchandani 47,38,200.00 47,38,200.00
Hemant J. Uttamchandani 2,00,000.00 2,00,000.00
Jivanlal N. Uttamchandani (HUF) 8,71,000.00 8,71,000.00
Shankerlal N. Uttamchandani (HUF) 8,18,486.00 8,18,486.00
TOTAL 1,68,66,636.00 1,69,46,636.00
CURRENT LIABILITIES
4 TRADE PAYABLES
For Goods 14,97,796.00 14,97,796.00
Others 6,64,723.50 5,66,723.50
SHAREHOLDERS' FUND
1 SHARE CAPITAL
Authorised
Rs. in Rupee
As at 31st March,
2013
Rs. in Rupee
As at 31st March,
2012
10000000 Equity Shares of Rs 10/- each 10,00,00,000.00 10,00,00,000.00
(Previous Year 10000000 Equity Shares of Rs.10/- each.
Issued, Subscribed and Fully Paid-up 5,55,57,000.00 5,55,57,000.00
5555700 Equity Share of Rs.10/- each
(Previous Year 5555700 Equity Shares of Rs.10/- each)
A Reconciliation Statement of No. of Outstanding Shares
NO. OF SHARES NO. OF SHARES
Shares at the beginning of the period 55,55,700.00 55,55,700.00
Add: Issued during the year - -
Less: Bought-back during the year - -
Outstanding shares at the end of the period 55,55,700.00 55,55,700.00
B List of Shareholders holdinq more than 5% shares in the Company
Shareholders' Name NO. OF SHARES & NO. OF SHARES &
PERCENTAGE PERCENTAGE
NIL NIL
2 RESERVES & SURPLUS
Particulars
GENERAL RESERVES
Opening Balance
NIL NIL
15,40,143.00 15,40,143.00
TOTAL 21,62,519.50 20,64,519.50
26
Bank of Baroda (Silvasa) 559.15 559.15 Century Co. Op. Bank Ltd. 4,962.50 4,962.50 Dena Bank 3,077.30 3,077.30 Dena Bank (Silvasa) 404.66 404.66 Dena Bank (Surat) 830.00 830.00 United Western Bank Ltd. 739.88 739.88 Shri Vinayak Sahkari Bank Ltd. 400.00 400.00
5,000.00 5,000.00
TOTAL 19,615.33 85,287.42
Rs. in Rupee
NON CURRENT ASSETS
As at 31st
March, 2013
As at 31st March,
2012
5 LONG-TERM LOANS AND ADVANCES
(Unsecured and Considered Good)
Central Excise (PLA A/c, Unit1.) 1,687.00 1,687.00
RG 23A (Part II, Unit1) 23,090.00 23,090.00
Central Excise (PLA A/c, Unit2) 6,969.00 6,969.00
RG 23A (Part II, Unit2) 93.00 93.00
The Surat Electricity Co. Ltd. 10,180.00 10,180.00
Surat Municipal Corporation 14,658.00 14,658.00
Welspun Syntex Ltd. 16,818.00 16,818.00
J.D. Lubricants Pvt. Ltd. 14,634.00 14,634.00
Hiren S. Uttamchandani 4,50,000.00 4,50,000.00
Advance Income Tax & T.D.S. 2,10,930.00 2,10,930.00
T.D.S. Receivable 2004-05 6,270.00 6,270.00
T.D.S. Receivable 2007-08 8,663.00 8,663.00
T.D.S. Receivable 2010-11 4,894.84 4,894.84
Deposit in High Court 5,00,000.00 5,00,000.00
Fascell Ltd. 3,000.00 3,000.00
Gujarat Gas Co. Ltd. 3,000.00 3,000.00
Matrix Paging (India) Pvt. Ltd. 3,000.00 3,000.00
CURRENT ASSETS
TOTAL 12,77,886.84 12,77,886.84
6 CASH AND CASH EQUIVALENTS
a) Cash in Hand 1,350.18 26,850.18
b) Balance with Banks in Current Accounts Unit - I
Unit - II
Bank of Baroda (Mumbai) 5,000.00 5,000.00 Bank of Baroda (Dadra) 713.40 713.40 Dena Bank 3,858.40 3,858.40 Jammu & Kashmir Bank Ltd. 662.50 662.50 Pujab National Bank Ltd. 12,730.00 12,730.00 Indusland Bank Ltd. (20,672.64) 19,499.45
Fixed Deposits (For More than 12 Months)
FDR with Bank of Baroda
27
Rs. in Rupee
7 FINANCE COST
Bank Charges & Interest 4,522.49 4,196.35
TOTAL 4,522.49 4,196.35
8 OTHER EXPENSES
Auditors Remuneration 16,854.00 16,854.00
Stationery & Printing - 3,440.00
Share Transfer Fees - 95,486.00
Office Expenses 62,295.60 6,560.00
Legal Consultancy Charges - 20,000.00
TOTAL 79,149.60 1,42,340.00
9 EARNINGS PER SHARE (EPS)
1. Net Profit as per Profit and Loss Account
available for Equity Shareholders
2. Weighted average number of equity share for
Earning Per Share computation
(83,672.09) (1,46,536.35)
5,55,570.00 5,55,570.00
3. Basic Earnings Per Share (0.15) (0.26)
28
10 SIGNIFICANT ACCOUNTING POLICIES FOR THE FINANCIAL YEAR ENDED 31ST MARCH,
2013
Significant accounting policies adopted in the preparation and presentation of the accounts are based on
accounting principles set out in Accounting Standards (AS) issued by ICAI as enumerated below:
1 BASIS OF PREPARATION OF FINANCIAL STATEMENTS :
The Financial Statements are prepared on accrual basis of accounting under historical cost convention in accordance
with generally accepted accounting principles in India and the relevant provisions of the Companies Act, 1956
including accounting standards notified thereunder.
Accounting policies not referred to otherwise are consistent with Generally Accepted Accounting Policies.
2 USE OF ESTIMATES
The preparation of financial statements requires estimates and assumptions to be made that affect the reported
amount of assets and liabilities on the date of financial statements and the the actual results and estimates are
recognized in the period in which they materialize.
3 REVENUE RECOGNITION
All material known revenue and expenditure items are accounted on accrual basis.
4 FIXED ASSETS
There is no Fixed Asset.
5 BORROWING COST
a) Borrowing Costs in ordinary course of business are recognized as an expense in the period in which these are
incurred.
b) Borrowing costs that are attributable to the manufacture, acquisition or construction of qualifying assets, are
6 TAXES ON INCOME
Current Tax is determined as the amount of tax payable in respect of taxable income for the year as per Income tax
Act, 1961.
DEFERRED TAXES
The provision for Deferred Tax Liability(Assets) have not been made as the company had discontinued its business
and now there is no possibility of such future profits on which the tax liability may arise in excess of carried forward
losses.
7 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
A provision is recognized when the company has a present obligation as a result of past event and it is probable that
an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities
are not recognized in the financial statements. A contingent asset is neither recognized nor disclosed in the financial
statements.
29
CONTINGENT LIABILITIES AND COMMITMENTS (to the extent not provided for)
a) Contingent Liabilities
Sr.
No.
Particulars As at 31st
March,
2013
As at 31st
March, 2012
(I) Contingent Liabilities
(A) Claims against the company/disputed liabilities not acknowledged as
debts
NIL NIL
(B) Guarantees NIL NIL
(C) Other Money for which the company is contingently liable
(i) Liability in respect of bills discounted with Banks (Including third party
bills discounting)
NIL NIL
(II) Commitments (A) Estimated amount of contracts remaining to be executed on
capital account and not provided for the year
NIL NIL
8 MISCELLANEOUS EXPENDITURE
Preliminary Expenses of the Company are being amortized as per the provisions of I.T. Act, 1961.
9 Value of Imports calculated on C.I.F. basis by the company during the financial year in respect of:
(a) 1. Raw Materials = NIL
2. Components and Spare Parts = NIL
3. Capital Goods = NIL
Expenditure in Foreign Currency during the financial year on account of:
(b) 1. Royalty = NIL
2. Know-how = NIL
3. Professional & Consultancy Fees = NIL
4. Interest Expense = NIL
5. Other Matters = NIL
Total value of Raw Material and Packing Material Consumed:
(c) Indigenous NIL
Imported NIL
Earnings in Foreign Currency during the financial year in respect of:
(d) 1. Export of goods calculated on F.O.B basis = NIL
2. Royalty, Know-how, Professional & Consultancy Fees = NIL
3. Interest and Dividend = NIL
4. Other Income = NIL
9 Related party disclosures as required by Accounting Standard - 18, “Related Party Disclosures’ are given
(A) List of Related Parties:
I.Key Management Personnel and relatives
1. Mr. Arjunlal N. Uttamchandani
2. Mr. Sureshkumar N. Uttamchandani
3. Mr. Maheshkumar N. Uttamchandani
4. Mr. Nilesh G. Uttamchandani
5. Mr. Hemant J. Uttamchandani
6. Mr. Shankerlal N. Uttamchandani
II. Enterprises owned by Key Management Personnel
1. Arjun Textiles Private Limited
2. Rajni Textiles Private Limited
3. M/s. J.J. Group of Mills
4. M/s. Sureshkumar & Bros.
5. M/s. Khushi Textile Agencies
6. M/s. Nidhi Textile Agencies
30
(B) Transaction with related parties:
Key management personnel and relatives:
(a) Transactions during the year-
TRANSACTIONS Debit Credit
Arjunlal N.Uttamchandani 80,000 -
b) Balances as at date of Balance Sheet-
Unsecured Loans
Loans and advances
Rs. 168.67 lacs
Rs. 4.50 lacs.
10 The details of status of suppliers whether SSI or Otherwise are not available to the company, hence due/
payable to creditors are not separately given as required under the Companies Act. The information
regarding the suppliers, whether they are registered with the authority specified under the Micro, Small &
Medium Enterprises Development Act, 2006 is not available with the auditee. Hence we are unable to
calculate the amount of interest paid or payable to them U/s.23 of that Act.
11 In the opinion of the Management and to the best of their knowledge and belief, the Current Assets, Loans
and Advances are approximately of the value stated if all known liabilities is adequate and not in excess of
the amount reasonably necessary.
12 These financial statements have been prepared in the format prescribed by the Revised Schedule VI to the
Companies Act, 1956. Previous year's figures have been regrouped and recasted wherever necessary.
Figures have been rounded off to the nearest of rupee wherever considered necessary.
31
M/S INDIA POLYSPIN LIMITED
3001, 3rd Floor, Shanker Plaza,
SURAT
Cash Flow Statement Annexed to the Financial Statements Rs. in Rupee
Particulars
For The Year 1-04-
2012 to
31-03-2013
For The Year 1-
04-2011 to
31-03-2012
A. CASH FLOW FROM OPERATING ACTIVITIES :-
Net Profit(Loss) before Tax & Extra Ordinary Items (83,672) (1,46,536)
Adjustment For :-
Taxes 7,840
Operating Profit Before Working Capital Changes (83,672) (1,38,696)
Working Capital Changes :-
Inventories - -
Receivables - Trade
Receivables - Others
-
-
-
37,500
Trade Payables 98,000 (25,23,366)
98,000 (24,85,866)
Interest Paid
Net Cash Generated From Operations
-
14,328
-
(26,24,562)
B. CASH FLOW FORM INVESTING ACTIVITIES - -
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds From Long Term(Securedloan) Borrowings
Proceeds From Long Term Borrowings
(Net of Repayment)
-
(80,000)
-
26,38,319
Net Cash Flow From Financing Activity (80,000) 26,38,319 Net Increase(Decrease) in Cash & Cash
equivalents ( A + B + C ) (65,672) 13,757
Cash & Cash Equivalents [Opening Balance] 85,287 71,530
Cash & Cash Equivalents [Closing Balance] 19,615 85,287
Net Increase(Decrease) in Cash & Cash Equiv. (65,672) 13,757
As per our report of even date For and on Behalf of the Board of Directors
For SONI JHAWAR & CO.
CHARTERED ACCOUNTANTS
FIRM REG. NO: 110386W Arjunlal Uttamchandani
Directors
(SATYANARAIN SONI)
PARTNER
M.NO. : 071689
Place :- SURAT.
Date : 23rd August,2013
32
India Polyspin limited
Registered office : 3001, SHANKER PLAZA, TIMALIYAWAD, NANPURA, SURAT (GUJARAT)
A T T E N D A N C E S L I P
ANNUAL GENERAL MEETING 30th SEPT. 2012
I hereby record my presence at ANNUAL GENERAL MEETING of the Company at 3001,
Shanker plaza,Ttimaliyawad, nanpura, Surat (Gujarat) on , 30th SEPT, 2013 at 11 a.m..
Folio No……….…………………..DP ID*…………….…………Client ID*…………………..………………… No. of Shares
held ………………………………………....
Full name of the Shareholder/Proxy (in block Letters)
Signature
Note : Shareholders attending the meeting in person or by Proxy are requested to complete the attendance slip and hand over at the entrance of the hall.
---------------------------------------------------------------TEAR – HERE ----------------------------------------------------
India Polyspin Limited Regd. Office : 3001, SHANKER PLAZA, TIMALIYAWAD, NANPURA, SURAT (GUJARAT)
PROXY FORM
Folio No………………………..DP ID*…………………Client ID*…………………………
I/We…………………………………………………………………………………………of ……………………………………………..…in
the district of …………………………….being a members(s) of the above named Company, 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 ANNUAL
GENERAL MEETING of the Company at 3001, SHANKER PLAZA, TIMALIYAWAD, NANPURA,
SURAT (GUJARAT) on 30TH SEPT, 2013 at 11.00 a.m. and at any adjournment thereof.
Rs. 1
Revenue Stemp
Signed this………………………date of ……………2013 Signature
Note : 1. The proxy need not be a member. The Proxy Form duly signed across revenue stamp
should be deposited at the Registered Office of the Company not later than 48 hours
Book-Post
To,
Important Communication to Members
The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance”
by allowing paperless compliances by companies and has issued circular stating that service
of notices/documents including Annual Report can be made by e-mail to its members. To
support this green initiative of the Government in full measure, members who have not
registered their email address, so far, are requested to register their email addresses, in
respect of electronic holdings with the Depository through their concerned Depository
Participants. Members who hold shares in physical form are requested to company the same
with Email:iplsurat@gmail. OR Download from our Website:www. indiapolyspinlimited.com
If undelivered to:
INDIA POLYSPIN LIMITED
Registered office : 3001, SHANKER PLAZA, TIMALIYAWAD,
NANPURA, SURAT (GUJARAT)