Swadeshi Polytex Ltd. — Annual Report 2021

Aug 25, 2021

SWADESHI POLYTEX LIMITED Regd Office: Kavi Nagar, Industrial Area, Ghaziabad-201002 (U.P.) Tele/Fax: +91-120-2701472, Email: info@splindia.co.in, Website: www.splindia.co.in CIN: L25209UP1970PLC003320

Date: 25[th] August, 2021

To BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001,

Ref: Scrip Code – 503816

Subject: Annual report Submission as per Regulation 34 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby submits the Annual Report for the Financial Year 2020-21 including notice convening the 51[st] Annual General Meeting of the Company scheduled to be held on Wednesday, 22[nd] September, 2021 at 11 a.m. through Video Conferencing.

The above report is also available on the website of the company at www.splindia.co.in.

This is for your information and record.

For Swadeshi Polytex Limited

Digitally signed by SURBHI BASANTANI DN: c=IN, o=Personal, postalCode=110085, SURBHI st=Delhi, 2.5.4.20=dc452aba7a8708f9657ac0a1237714bfc 02d58b2980d4cdd1549d949724f214b, serialNumber=0257487a39c05dba63f51554bb7 06c8743d8235499043de7f5f5d9258c56bd28, BASANTANI cn=SURBHI BASANTANI Date: 2021.08.25 17:29:36 +05'30' Surbhi Basantani Company Secretary

st 51

Annual Report 2020-2021

SWADESHI POLYTEX LIMITED

SWADESHI POLYTEX LIMITED

SWADESHI POLYTEX LIMITED BOARD OF DIRECTORS

Mr. Gaurav Swarup Chairman Mr. Hartaj Sewa Singh Vice Chairman Mr. Ashutosh Gupta Director Mr. A. Sukumar Director Mr. Manoj Kumar K.G. Director Mr. Inderpal Singh Sandhu Director Mr. B. Mehrotra Director Mr. Arun Kumar Singhania Director Mr. S. S. Madan Independent Director Mr. N. K. Gupta Independent Director Mr. Naveen Aggarwal Independent Director Ms. Purti Gupta Independent Director

KEY MANAGERIAL PERSONNELS

Mr. Bhuwan Chaturvedi Mr. Ankit Garg Ms. Surbhi Basantani

Chief Executive Officer Chief Financial Officer Company Secretary

REGISTERED OFFICE

CIN: L25209UP1970PLC003320 New Kavi Nagar Industrial Area Ghaziabad - 201002 (U.P.) Website: www.splindia.co.in

REGISTRAR AND SHARE TRANSFER AGENT

M/s RCMC Share Registry Private Limited

B-25/1, Okhla Industrial Area, Phase-II, Near Rana Motors, New Delhi - 110 020 Phone : 011-26387320/21, 8527695125

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Contents Page No.
Notice ................................................................................ 1
Directors’ Report ............................................................. 14
Auditors’ Report .............................................................. 35
Balance Sheet ................................................................. 44
Statement of Profit & Loss Account ................................ 45
Cash Flow Statement ...................................................... 46
Note to the Accounts ....................................................... 48
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SWADESHI POLYTEX LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 51[st ] Annual General Meeting of the Members of Swadeshi Polytex Limited will be held on Wednesday, 22[nd] September, 2021 at 11:00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021 together with the reports of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Hartaj Sewa Singh having Director’s Identification Number00173286, who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.

3. To appoint a Director in place of Mr. Sukumar Arunachalam having Director’s Identification Number 06624132, who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.

4. To appoint a Director in place of Mr. Manoj Kumar Kanjirakkattu Gopalan having Director’s Identification Number 08497328, who retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment.

SPECIAL BUSINESS

1. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Inderpal Singh Sandhu (DIN- 08660759) who was appointed as an Additional Director of the Company with effect from 25[th] January, 2021, by the Board of Directors in terms of Section 161(3) of the Act and whose term of office expires at the conclusion of the Annual General Meeting, be and is hereby appointed as Nominee Director of the Company, whose period of office will be liable to determination by retirement of directors by rotation.”

1. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ashutosh Gupta (DIN- 09043439) who was appointed as an Additional Director of the Company with effect from 27[th] January, 2021, by the Board of Directors in terms of Section 161(3) of the Act and whose term of office expires at the conclusion of the Annual General Meeting, be and is hereby appointed as Nominee Director of the Company, whose period of office will be liable to determination by retirement of directors by rotation.”

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 11.08.2021

Sd/Surbhi Basantani Company Secretary Membership No: A39452

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NOTES: -

1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) issued general circular nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020 respectively and general circular no. 02/2021 dated January 13, 2021 and the Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 (collectively referred to “Circulars”) permitted the holding of Annual General Meeting (“AGM”) through Video Conference (VC) or Other Audio Visual Means (OVAM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013, the Rules made thereunder (Act) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and aforesaid Circulars, the 51[st] AGM of the Company will be held through VC / OAVM. Members can attend and participate in the AGM through VC/OAVM only. The detailed procedure for participation in the meeting through VC/OAVM is given below.

2. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy so appointed need not be a member of the Company. Since this AGM is being held pursuant to the aforesaid Circulars through VC / OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route map are not annexed to this Notice.

3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM and vote on its behalf. The said Resolution/Authorization shall be sent to the Company at investor.grievances@splindia.co.in.

4. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 16[th] September 2021 to Wednesday, 22[nd] September 2021 (both days inclusive) for the purpose of AGM.

5. The details required under Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as SEBI Listing Regulations, 2015) and Secretarial Standard on General Meetings (SS- 2) issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM, forms part of the Notice.

6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

7. Members may note that the VC / OAVM Facility, provided by NSDL, allows participation of atleast 1,000 Members on a first-come-first-served basis and facility of joining the AGM shall open 15 minutes before the time scheduled for the AGM. The large shareholders (i.e. shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the AGM without any restriction on account of firstcome-first-served principle.

DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs

1. In compliance with MCA Circular No. 20/2020 dated 5 May, 2020 and SEBI Circular No. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated 12 May 2020 and owing to the difficulties involved in dispatching of physical copies of the financial statements including Board’s Report, Auditor’s report or other documents required to be attached therewith (together referred to as Annual Report), the Annual Report for FY 2020-21 and Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s).

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1. Members holding shares in physical mode and who have not registered/updated their email addresses with the Company, are requested to register/update their email addresses by writing to the Company’s Registrar and Share Transfer Agent, RCMC Share Registry Private Limited at investor.services@ rcmcdelhi.com. Members are requested to submit signed request letter mentioning the Folio No. and Name of Shareholder along with scanned copy of the Share Certificate (front and back), self-attested copy of PAN card and Aadhaar for registration/updation of email address.

2. Members holding shares in dematerialised mode are requested to register /update their email addresses with their Depository Participants.

3. The Notice of AGM along with Annual Report for FY 2020-21, is available on the website of the Company at www.splindia.co.in, on the website of Stock Exchanges i.e., BSE Limited at www. bseindia.com and on the website of NSDL at www.evoting.nsdl.com.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:

1. As the AGM is being conducted through VC / OAVM, members are encouraged to express their views / send their queries in advance mentioning their name, DP Id and Client Id/Folio No., e-mail id, mobile number and number of shares held as on record date at investor.grievances@splindia.co.in to enable smooth conduct of proceedings at the AGM. Questions /Queries received by the Company on or before Thursday, 16[th] September 2021 on the aforementioned e-mail id shall only be considered and responded to during the AGM.

2. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP Id and Client Id / Folio No., PAN, mobile number and number of shares held as on record date at investor.grievances@splindia.co.in on or before Thursday, 16[th] September 2021. Speakers are requested to submit their questions at the time of registration to enable the Company to respond appropriately. Those Members who have registered themselves as a speaker shall be allowed to ask questions during the AGM, depending upon the availability of time.

3. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.

DETAILS FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM

1. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended upto date and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020 and January 13, 2021 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Company is pleased to provide facility of voting through electronic means i.e. remote e-voting in respect of the business(es) to be transacted at the 51[st] Annual General Meeting (AGM) as well as e-voting system on the date of the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

2. Members whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. Wednesday, 15[th] September 2021 shall only be entitled to attend and vote at the AGM. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

3. The remote e-voting period commences on Sunday, 19[th] September 2021 (9:00 A.M. IST) and ends on Tuesday, 21[st] September 2021 (5:00 P.M. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Wednesday, 15[th] September 2021, may cast their vote by remote e-voting. The remote e-voting module shall be

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disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Members, the Member shall not be allowed to change it subsequently. In addition, the facility for voting through electronic voting system shall also be made available during the AGM. Members attending the AGM, who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting.

1. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date/record date i.e. Wednesday, 15[th] September 2021. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

2. The company has engaged NIVIS CORPSERVE LLP for providing video conferencing system through cisco webex and e-voting services through NSDL. In case, any member required any assistance in respect of e-voting or joining of Meeting through VC/OAVM can contact at following:-

3. Ms. Swapnil at info@nivis.co.in,

4. Nivis Corpserve LLP,

5. Contact No. 011-45201005.

6. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 15[th] September 2021, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote. Also, if shareholder(s) are individual and holding shares in demat account can generate password as per the procedure given in e-voting instruction below.

7. The Company has appointed Ms. Shruti Garg (CP No.: 22138) Practising Company Secretary, Address: C-285, Lohia Nagar, Ghaziabad-201001 as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

8. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

9. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website: www.splindia.co.in and on NSDL’s website: https://www.evoting.nsdl.com/ immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.

PROCESS AND MANNER OF REMOTE E-VOTING AND EVOTING DURING THE AGM

1. The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/ either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the“Benefcial Owner”icon under “Login” which is available under“IDeAS”section.A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS”Portal or click athttps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile.Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/login orwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

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Type of shareholders

Login Method

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30 or NIVIS CORPSERVE LLP at info@nivis.co.in or at 01145201005
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43or NIVIS CORPSERVE LLP info@nivis.co.in or at 011-45201005

B) Login Method for shareholders other than Individual shareholders holding securities in demat

mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

electronically. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.

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	SWADESHI POLYTEX LIMITED
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

(How to Cast your vote electronically and join General Meeting on NSDL e-Voting system)

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and

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casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join General Meeting”.

1. Now you are ready for e-Voting as the Voting page open.

2. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

3. Upon confirmation, the message “Vote cast successfully” will be displayed.

4. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories / Company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

Shareholders/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-Voting by providing below mentioned documents.

• i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to investor.grievances@splindia.co.in.

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to investor. grievances@splindia.co.in. If you are an Individual shareholders holding securities in demat mode, -

• you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

• iii. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

• iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

1. All the documents referred to in the accompanying Notice shall be available for inspection through electronic mode, basis the request being sent on investor.grievances@splindia.co.in.

2. During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act shall be available for inspection upon login at NSDL e-voting system at https://www.evoting.nsdl.com/.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

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1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

OTHER INFORMATION:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in or SWAPNIL at NIVIS CORPSERVE LLP at info@nivis.co.in .

3. Members are requested to join the Meeting through Laptops for better experience and will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connected via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of glitches.

4. To prevent fraudulent transactions, members are advised to exercise due diligence and notify any change in information to Registrar and Share Transfer Agent or Company as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

5. Members who hold shares under more than one folio in name(s) in the same order, are requested to send the relative Share Certificate(s) to the Company’s Registrar and Transfer Agent for consolidating the holdings into one account. The Share Certificate(s) will be returned after consolidation.

6. Members holding shares in dematerialised form may please note that, while opening a depository account with Participants they may have given their bank account details, which will be printed on their dividend warrants.

However, if Members want to change/correct the bank account details, they should send the same immediately to the Depository Participant concerned. Members are also requested to give the MICR code of their bank to their Depository Participant. The Company will not entertain any direct request from Members for cancellation/change in the bank account details furnished by Depository Participants to the Company.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent or the Company.

2. Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filling form SH-13. Members holding shares in the dematerialized form may contact their Depository Participant for recording the nomination in respect of their holdings.

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SWADESHI POLYTEX LIMITED

1. All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar and Transfer Agent, RCMC Share Registry Private Limited, at the address mentioned below:

RCMC Share Registry Private Limited

Add: B-25/1, Okhla Industrial Area, Phase-2,

Near Rana Motors, New Delhi-110020

Tel. No.: 011-26387320/21, 8527695125

E-mail Id: investor.services@rcmcdelhi.com

Website: www.rcmcdelhi.com

1. Pursuant to provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is maintaining an E-mail Id: investor. grievances@splindia.co.in exclusively for quick redressal of members/investors grievances.

2. Pursuant to the provisions of Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities can be transferred only in dematerialised form w.e.f. 1 April 2019. Members are requested to convert their physical holdings into demat form to avoid any possibility of loss, mutilation etc., of physical share certificates. Any shareholder who is desirous of dematerializing their securities may write to Surbhi Basantani, Company Secretary at cs@splindia. co.in or investor.grievances@splindia.co.in or to the Registrar and Share Transfer Agent at investor. services@rcmcdelhi.com.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 11.08.2021

Surbhi Basantani Company Secretary Membership No: A39452

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DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AS REQUIRED UNDERREGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOUSER REQUIRMENTS) REGULATION, 2015

ITEM NO. 2, 3, 4, 5 & 6: BRIEF PROFILE OF DIRECTORS

Details of Directors seeking re-appointment at the Annual General Meeting scheduled to be held on Wednesday, 22[nd] September 2021 (Pursuant to Regulation 36(3) of the SEBI (Listing Obligation and disclosure requirements) Regulations 2015:

Name of the Director	Hartaj Sewa Singh	Sukumar Arunachalam	Manoj Kumar K G	Inderpal Singh Sandhu	Ashutosh Gupta
DIN	00173286	06624132	08497328	08660759	09043439
Age	60years	57years	52years	46years	50years
Date of frst Appointment on the Board of the Company	26/09/2003	18/01/2019	19/12/2019	25/01/2021	27/01/2021
Qualifcation	M.B.A. (Finance)	B. Tech (Textiles)	B. Tech (Textiles)	Cost Accountant	B. Tech
Expertise in Specifc Area	Management Consultancy	Costing, MIS, Finance & Strategic Management	Engineering	Accounts & Finance	IT, ERP, Tele- communication, Administration, Restructuring, Training& IR
Shareholding in Swadeshi Polytex Limited	2500 shares	Nil	Nil	Nil	Nil
Directorship held in other companies	1.Satabdi Infracon Private Limited 2.Spn Lefn Private Limited 3.Topmost Merchandise Private Limited	1.India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Apollo Design Apparel Parks Limited 4. Goldmohur Design and Apparel Park Limited 5. Aurangabad Textiles and Apparel Parks Limited	1.India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Apollo Design Apparel Parks Limited 4. Goldmohur Design and Apparel Park Limited 5. Aurangabad Textiles and Apparel Parks Limited	1.India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Apollo Design Apparel Parks Limited 4. Goldmohur Design and Apparel Park Limited 5. Aurangabad Textiles and Apparel Parks Limited 6. The Handicrafts and Handlooms Exports Corporation of India Limited 7. National Textile Corpn Limited	1. National Textile Corpn Limited 2. Apollo Design Apparel Parks Limited 3. Goldmohur Design and Apparel Park Limited 4. Aurangabad Textiles and Apparel Parks Limited 5.India United Textile Mill Limited 6. New City of Bombay Mfg. Mills Limited

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Name of the Director	Hartaj Sewa Singh	Sukumar Arunachalam	Manoj Kumar K G	Inderpal Singh Sandhu	Ashutosh Gupta
Membership/ Chairmanship of Audit and Stakeholders Relationship Committees	Nil	Member of Audit Committee in 1.India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Apollo Design Apparel Parks Limited 4. Goldmohur Design and Apparel Park Limited 5. Aurangabad Textiles and Apparel Parks	Member of Audit Committee in 1. India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Aurangabad Textiles and Apparel Parks Limited	Member of Audit Committee in 1.India United Textile Mill Limited 2. New City of Bombay Mfg. Mills Limited 3. Apollo Design Apparel Parks Limited 4. Goldmohur Design and Apparel Park Limited 5. Aurangabad Textiles and Apparel Parks Limited	Nil
Relationship with other Directors and KMPs of the Company	No relation	No relation	No relation	No relation	No relation
No. of Board Meeting Attended during the fnancialyear	Four	Three	Two	One	One

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM NO. 5

The Company has received a written communication from National Textile Corporation Limited (NTC Limited) for nominating Mr. Inderpal Singh Sandhu (DIN- 08660759) as a Nominee Director to represent on the Board of the Company on behalf of NTC Limited.

Mr. Inderpal Singh Sandhu (DIN- 08660759) was appointed on the Board of Director of the Company on 25[th] January, 2021 as an Additional Director (Nominee) of the Company. Shareholder consent of the Company is required to confirm and approve his appointment as Nominee Director of the Company.

The directors recommend the resolution at Item no. 5 of the accompanying Notice for the approval of the Members of the Company as an Ordinary Resolution.

Save and except Mr. Inderpal Singh Sandhu being the appointee, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the ordinary resolution set out at Item No. 5 of the Notice.

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SWADESHI POLYTEX LIMITED

ITEM NO. 6

The Company has received a written communication from National Textile Corporation Limited (NTC Limited) for nominating Mr. Ashutosh Gupta (DIN- 09043439) as a Nominee Director to represent on the Board of the Company on behalf of NTC Limited.

Mr. Ashutosh Gupta (DIN- 09043439) was appointed on the Board of Director of the Company on 27[th] January, 2021 as an Additional Director (Nominee) of the Company. Shareholder consent of the Company is required to confirm and approve his appointment as Nominee Director of the Company.

The directors recommend the resolution at Item no. 6 of the accompanying Notice for the approval of the Members of the Company as an Ordinary Resolution.

Save and except Mr. Ashutosh Gupta being the appointee, none of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the ordinary resolution set out at Item No. 6 of the Notice.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 11.08.2021

Surbhi Basantani Company Secretary Membership No: A39452

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SWADESHI POLYTEX LIMITED

DIRECTORS’ REPORT TO THE MEMBERS

Your Directors have pleasure in presenting their 51[st] Annual Report on the Business and operations of the Company together with the audited results for the financial year ended March 31, 2021.

FINANCIAL HIGHLIGHTS

The Company’s Financial Performance for the year ended March 31, 2021 is summarized below:

(Rs. in Lakhs)

		(Rs. in Lakhs)
Particulars	Year Ended on 31.03.2021	Year Ended on 31.03.2020
Revenue from Operations	-	1598.67
Other Income	15.64	22.75
Total Income	15.64	1621.42
Total Expenditure	215.01	434.34
Proft /(Loss) before tax from Continued operations	(199.37)	1187.08
Tax Expenses from Continued operations	(36.87)	203.08
Proft (Loss) from continuing operations	(162.50)	984.00
Proft /(Loss) before tax from discontinued operations	(1.17)	243.41
Tax Expenses from discontinued operations	-	42.53
Proft/(Loss) from discontinuing operations	(1.17)	200.88
Proft (Loss) after tax	(163.67)	1184.88

DIVIDEND

In view of current year losses as well as carry forward losses, your directors have considered it appropriate not to recommend any dividend.

TRANSFER TO RESERVES

The Company has incurred loss of Rs. 163.67 lakhs during the Financial Year 2020-21, hence, no amount was transferred to Reserve and Surplus.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no changes have occurred in the nature of the Company’s business.

STATE OF COMPANY’S AFFAIRS

The Company has incurred loss of Rs. 163.67 lakhs during the Financial Year 2020-21.

Total income decreased to Rs. 15.64 lakhs against Rs. 1621.42 lakhs in the previous year. Loss from continuing operations was Rs. 162.50 lakhs as against the profit of Rs. 984.00 lakhs in the previous year. Loss from discontinuing operations was Rs. 1.17 lakhs as against the profit of Rs. 200.88 lakhs in the previous year. The loss of the Company for the year under review after tax was Rs. 163.67 lakhs as against profit of Rs. 1184.88 lakhs in the previous year.

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SHARE CAPITAL

There was no change in Authorized Capital, Issued Capital, Subscribed Capital and Paid Up Share Capital of the Company during the Financial Year 2020-21.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://www.splindia.co.in/corporate_governance.htm.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company’s business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in a separate section, which forms an integral part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

During the financial year Four (04) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (“the Act”).

Sl. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
1.	Board Meeting	2/2020	26.06.2020	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Bipin Behari Mehrotra 4. Mr. Manoj Kumar K.G 5. Mr. Naveen Aggarwal 6. Mr. Niranjan Kumar Gupta 7. Mr. Shyam Sunder Madan 8. Ms. Purti Marwaha 9. Mr. Y. J. Dastoor
2.	Board Meeting	3/2020	17.08.2020	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Bipin Behari Mehrotra 4. Mr. Naveen Aggarwal 5. Mr. Niranjan Kumar Gupta 6. Mr. Shyam Sunder Madan 7. Ms. Purti Marwaha 8. Mr. A. Sukumar 9. Mr. PankajAgarwal

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Sl. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
3.	Board Meeting	4/2020	09.11.2020	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Bipin Behari Mehrotra 4. Mr. Naveen Aggarwal 5. Mr. Niranjan Kumar Gupta 6. Mr. Shyam Sunder Madan 7. Ms. Purti Marwaha 8. Mr. A. Sukumar 9. Mr. Pankaj Agarwal 10. Mr. Manoj Kumar K.G 11. Mr. Arun Kumar Singhania
4.	Board Meeting	1/2021	09.02.2021	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Bipin Behari Mehrotra 4. Mr. Naveen Aggarwal 5. Mr. Niranjan Kumar Gupta 6. Mr. Shyam Sunder Madan 7. Ms. Purti Marwaha 8. Mr. A. Sukumar 9. Mr. Arun Kumar Singhania 10. Mr. Ashutosh Gupta 11. Mr. Inderpal Singh Sandhu
5.	Annual General Meeting for the FY 2019-20	50th	24.09.2020	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. A. Sukumar 4. Mr. Pankaj Agarwal 5. Mr. Manoj Kumar K.G 6. Mr. Bipin Behari Mehrotra 7. Mr. Arun Kumar Singhania 8. Mr. Shyam Sunder Madan 9. Mr. Niranjan Kumar Gupta 10. Mr. Naveen Aggarwal 11. Ms. Purti Marwaha

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 of the Act consisting of the following members:

1. Mr. Naveen Agarwal : Chairman 2. Mr. N.K. Gupta : Committee Member 3. Mr. Bipin Behari Mehrotra : Committee Member 4. Mr. Arun Kumar Singhania : Committee Member

During the year Four (04) meetings of the Audit Committee were convened and held.

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COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination & Remuneration Committee pursuant to the provisions of Section 178 of the Act consisting of the following members:

1. Mr. Hartaj Singh Sewa : Chairman 2. Mr. Naveen Agarwal : Committee Member 3. Mr. Shyam Sunder Madan : Committee Member

During the year Four (04) meetings of the Nomination & Remuneration Committee were convened and held.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31[st] March, 2021 and state that:

• (a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• (b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

• (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• (d) the directors had prepared the financial statements on a going concern basis;

• (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013

Your Company has received annual declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Act and regulation 16(1)(b) of Listing Regulations and there has been no change in the circumstances, which may affect their status as Independent Directors during the year, which had been considered and taken on record by the Board.

The Independent Directors of the Company have registered themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are exempted from undertaking the online proficiency self-assessment test conducted by the IICA.

In the opinion of the Board, all the independent directors are persons of integrity and possess the relevant

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expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

RETIREMENT BY ROTATION

In terms of section 152 of Act, following Directors of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

1. Mr. Hartaj Sewa Singh having Director’s Identification Number 00173286;

2. Mr. Sukumar Arunachalam having Director’s Identification Number 06624132;

3. Mr. Manoj Kumar Kanjirakkattu Gopalan having Director’s Identification Number 08497328;

Further, as required under the Listing Regulations and Secretarial Standard on General Meetings, the brief resume of the above directors is furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and Rules made there under and as provided under Schedule IV of the Act, the Board has carried out an annual evaluation of its own performance and that of its committees and individual Directors. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year 2020-2021, following changes took place in the Board of Directors and Key Managerial Personnel of the company:

• i) Mr. Y. J. Dastoor has resigned from the post of Independent Director w.e.f 01[st] August, 2020.

• ii) Mr. Promod Pandey has resigned from the post of Chief Financial Officer w.e.f 15[th] August, 2020.

• iii) Mr. Arun Kumar Singhania was appointed as an Additional Director w.e.f. 17[th] August, 2020 by the Board of Directors and his appointment was regularized by the members of the Company in the last Annual General Meeting held on 24[th] September, 2020.

• iv) Mr. Hartaj Sewa Singh was reappointed as Non-Executive Director by the members of the Company in the last Annual General Meeting held on 24[th] September, 2020.

• v) Mr. Bipin Behari Mehrotra was reappointed as Non-Executive Director by the members of the Company in the last Annual General Meeting held on 24[th] September, 2020.

• vi) Ms. Deepika Sharma was appointed as Nominee Director by the Board of Directors of the w.e.f 09[th] November, 2020.

• vii) Mr. Pankaj Agarwal has ceased to be Director due to nomination withdrawn by National Textile Corporation Limited w.e.f 25[th] January, 2021.

• viii) Ms. Deepika Sharma has ceased to be Director due to nomination withdrawn by National Textile Corporation Limited w.e.f 25[th] January, 2021.

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• ix) Mr. Inderpal Singh Sandhu was appointed as Nominee Director by the Board of Directors of the Company w.e.f 25[th] January, 2021

• x) Mr. Ashutosh Gupta was appointed as Nominee Director by the Board of Directors of the Company w.e.f 27[th] January, 2021.

• xi) Mr. Ankit Garg was appointed as Chief Financial Officer by the Board of Directors of the Company w.e.f 09[th] February, 2021.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed or re-appointed during the Financial Year 2020-21.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

A Nomination and Remuneration Committee is in existence in accordance with the provisions of subsection (1) of Section 178 of the Companies Act, 2013. Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Act.

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

M/s SPMR & Associates, Chartered Accountants (Firm Registration No. 007578N) has been appointed as Statutory Auditors of the Company from the conclusion of 47[th] Annual General Meeting for a term of five consecutive years till the conclusion of 52[nd] Annual General Meeting.

The Auditors’ Report issued by the Statutory Auditors read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

REPORTING OF FRAUD:

There were no instances of fraud in the Company during the year ended 31[st] March, 2021. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the year ended 31[st] March, 2021 under section 143 (12) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had appointed Mr. Baldev Singh Kashtwal, Partner of RSM & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is annexed herewith as “Annexure-I” . The Board has duly reviewed the Auditor’s Report and noted that there was one adverse remark given by the Auditor in their report:

Auditors remark	Management Comments
There has been a delay in sending the intimation to the stock exchange for closure of trading window for the quarter starting from 1stof October, 2020 for which the intimation was given on 12.10.2020 which is not in compliance with the Securities and Exchange Board of India (Prohibitions of Insider Trading) Regulations, 2015.	The delay has occurred due to Covid 19 pandemic and some technical glitches on the website of the stock exchange.

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c. INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. NSBP & Co. as Internal Auditors, pursuant to the provisions of Section 138 of the Act.

d. COST AUDITORS

The Cost audit of the Company has not been conducted for the financial year 2020-2021 as provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 and SS-2 relating to meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India have been duly followed by the Company.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

The Company has not given any loans or guarantees and has not made any investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, during the year.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013.

During the year, the Company had entered into related party transactions as mentioned in the balance sheet. The details of transactions in form AOC-2 pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as “Annexure-II”.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31, 2021.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or any commitments occurred which affects the financial position of the Company between the end of the financial period of the company to which the financial statements relate and the date of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount required to be transferred to Investor Education and Protection Fund (IEPF) as per Section 124 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”).

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

Conservation of Energy

• i. The steps taken and their impact on conservation of energy: We regularly replace high energy consuming electrical equipment with modern efficient devices such as replacing the fluorescent lights with LED lights. We conserve energy by switching off lights & other equipment when they are not required using sensing technology wherever feasible. Our offices are painted in brighter color to maximize lighting efficiency besides using natural light in most places. We have coated the glass windows to reduce the heat entering the building which reduces the air-conditioning load. The Company continuously strives to optimize its energy usage and efficiency.

• ii. The steps taken by the Company for utilising alternate sources of energy: We use the ambient light for lighting purposes as much as possible. This reduces the electricity consumption due to lesser need of lighting during the day.

• iii. The capital investment on energy conservation equipment: The Company has not done any capital investment on energy conservation equipment during the year.

Technology Absorption

Technology Absorption is not applicable to the Company as the Company is not using any technology as per the business of the Company.

Foreign Exchange Earning and Outgo

There were no foreign exchange earnings and outgo during the year under review.

BUSINESS RISK MANAGEMENT:

A well defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place, both in respect of internal and external risks. The objective is to minimize the impact of risks identified and taking advance actions to mitigate them. Risk management forms an integral part of the management policy and is an ongoing process integrated with operations as required under section 134(3)(n) of the Companies Act, 2013. At present the Company has not identified any element of risk, which may threaten the existence of the company.

CONSTITUTION OF COMMITTEE-SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a policy on preservation of Sexual Harassment and has constituted an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the year, the Company has not received any complaint. There were no outstanding complaints on March 31, 2021.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The brief outline of the CSR policy of the Company, the CSR initiatives/ activities undertaken by the Company, details of the Composition of CSR Committee are given as “ Annexure-III ” forming part of this Report in the format prescribed in Companies (Corporate Social Responsibility Rules) 2014.The said policy is available on the Company’s website.

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SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint venture or Associate Company as on 31[st] March, 2021.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide vigil mechanism for Directors/Employees to voice their concerns in a responsible and effective manner regarding unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct and Insider Trading Regulations. It also provides adequate safeguards against victimization of Directors/Employees, who avail the mechanism. The Company affirms that during FY 2020-21, no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy established by the Board is available on the Company’s website.

CORPORATE GOVERNANCE REPORT

Report on Corporate Governance is not applicable to the Company as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the paid up share capital of the Company does not exceed 10 Crore and net worth does not exceed Rs. 25 Crore. Hence, the same is not part of the Board’s report.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company’s Internal Control Systems are commensurate with the nature, size and complexity of its business.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

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SWADESHI POLYTEX LIMITED

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure-IV” and which forms part of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS.

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This particular clause is not applicable on the Company as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation to all the consultants for their dedication and commitment and also extend their sincerest thanks to the Members of the Company for their cooperation.

By order of the Board For Swadeshi Polytex Limited

Sd/Sd/(Bipin Behari Mehrotra) (Shyam Sunder Madan) Place: Ghaziabad Director Director Date: 11.08.2021 (DIN: 03279399) (DIN: 02427885)

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SWADESHI POLYTEX LIMITED

Annexure-I

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31[ST] MARCH, 2021

[Pursuant to section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Members Swadeshi Polytex Limited (CIN: L25209UP1970PLC003320) A-1, Sector-17, New Kavi Nagar, Industrial Area, Ghaziabad – 201002 (U. P.)

---------------------------------

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Swadeshi Polytex Limited (hereinafter called “the Company ”). The secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Swadeshi Polytex Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2021 complied with the statutory provisions listed hereunder and also that the company has proper Board - Processes and Compliance – Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Swadeshi Polytex Limited (“the Company”) for the financial year ended on 31[st] March, 2021 according to the provisions of :–

• (i) The Companies Act, 2013 (“the Act”) and rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and bye - laws framed thereunder;

• (iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings; the provisions of the Overseas Direct Investment, and External Commercial Borrowings are not applicable to the Company during the Financial Year under review ;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) :-

• (a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

• (b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (to the extent applicable)

• (c) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

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SWADESHI POLYTEX LIMITED

• (d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the company during the financial year under review);

• (d) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the financial year under review);

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. (Not applicable to the Company during the financial year under review);

• (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client; (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the Financial Year under review);

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the financial year under review);

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the financial year under review);

• (i) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018; (to the extent applicable during the financial year under review); and

• (vi) Indian Contract Act, 1872;

• (vii) Indian Stamp Act, 1999;

• (viii) Contract Labour (Regulation and Abolition) Act, 1970;

• (ix) Industrial Employment (Standing Orders) Act, 1946 and other applicable labour laws.

• (x) Water (Prevention and Control of Pollution) Act, 1974 and Rules;

I have also examined the compliance with respect to the applicable clauses of the following:-

• (i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India;

• (ii) The Uniform Listing Agreement entered into by the Company with the BSE Limited, Mumbai.

During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc. mentioned above except the following:-

There has been a delay in sending the intimation to the stock exchange for closure of trading window for the quarter starting from 1[st] of October, 2020 for which the intimation was given on 12.10.2020 which is not in compliance with the Securities and Exchange Board of India (Prohibitions of Insider Trading) Regulations, 2015. As explained by the management, the delay has occurred due to some technical glitches on the website of the stock exchange.

WE FURTHER REPORT THAT the compliance by the Company of applicable fiscal laws, such as direct and indirect laws, has not been reviewed in this audit since the same have been subject to review by the statutory auditors.

WE FURTHER REPORT THAT:-

• The Board of Directors of the Company is duly constituted with proper balance of Executive

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SWADESHI POLYTEX LIMITED

Directors, Non-Executive Directors, Independent Directors and a woman Director. The changes in the composition of the Board of Directors, if any, that took place during the period under review were carried out in compliance with the provisions of the Act;

• Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting; and

• Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

WE FURTHER REPORT THAT there are adequate compliance systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of :-

• (i) Public / Rights / Preferential Issue of Shares / Debenture / Sweat Equity;

• (ii) Redemption / Buy-back of Securities;

• (iii) Major decisions taken by the members in pursuant to section 180 of the Companies Act, 2013;

• (iv) Merger / Amalgamation / Reconstruction etc.;

• (v) Foreign Technical Collaborations.

Sd/CS BALDEV SINGH KASHTWAL Partner RSM & Co. Company Secretaries Membership Number : FCS No. 3616 Certificate of Practice Number : 3169 ICSI-UDIN :F00361600C000 505271

Place : Delhi Dated : June 24, 2021

Note : This report is to be read with our letter of even date which is annexed as an “Annexure-A” and forms an integral part of this report.

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SWADESHI POLYTEX LIMITED

“Annexure-A”

To

The Members Swadeshi Polytex Limited (CIN: L25209UP1970PLC003320) A-1, Sector-17, New Kavi Nagar, Industrial Area,

Ghaziabad – 201002 (U. P.)

RE : SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST] MARCH, 2021 OF EVEN DATE IS TO BE READ ALONG WITH THIS LETTER

We report that :-

• a) Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

• b) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification of the scanned copies of the records was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

• c) We have not verified the correctness and appropriateness of the financial statements of the Company.

• d) We have obtained the management representation about the compliance of laws, rules and regulations, wherever required.

• e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a random test basis.

• f) The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

• g) Due to seriousness of COVID-19 Pandemic and lockdown in various parts of the country, the physical verification of the original documents could not be done.

Sd/-

CS BALDEV SINGH KASHTWAL

Partner

RSM & Co.

Company Secretaries

Membership Number : FCS No. 3616 Certificate of Practice Number : 3169 ICSI-UDIN :F00361600C000 505271

Place : Delhi Dated : June 24, 2021

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SWADESHI POLYTEX LIMITED

ANNEXURE-II

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis – NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis.: 1 (One)

SL. No.	Particulars	Details
1	Name (s) of the related party & nature of relationship	Mr. Bipin Mehrotra, Director
2	Nature of contracts/arrangements/transaction	Human Resource and Legal Retainer
3	Duration of the contracts/arrangements/ transaction	Till the company decides otherwise.
4	Salient terms of the contracts or arrangements or transaction includingthe value, if any	Appointment as labour consultant at a monthlyfee of Rs. 70,000/-.
5	Date of approval by the Board	14-11-2017
6	Amountpaid as advances, if any	NIL

By order of the Board For Swadeshi Polytex Limited

Sd/Sd/(Bipin Behari Mehrotra) (Shyam Sunder Madan) Place: Ghaziabad Director Director Date: 11.08.2021 (DIN: 03279399) (DIN: 02427885)

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SWADESHI POLYTEX LIMITED

ANNEXURE-III

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company:

It is pertinent that business enterprises are economic organs of society and draw on societal resources, we at the company believe that a company’s performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability.

Swadeshi Polytex aims to carry out charitable objects and purposes wide enough for the extension of benefit thereof to all, irrespective of class, creed and relief of poor, education, medical relief and advancement of any object of general and/or public utility. Such Corporate Social Responsibility (CSR) projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.

2. Compostion of CSR Committee:

S. No.	Name of Director	Designation	Number of meetings of CSR Committee held during FY 2020- 21	Number of meetings attended
1	Mr. Shyam Sunder Madan	Chairman	1	1
2	Mr. Bipin Behari Mehrotra	Member	1	1
3	Ms. Purti Marwaha	Member	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company:

• https://www.splindia.co.in/corporate_governance.htm

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of subrule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. Average net profit of the company as per section 135(5): Rs. 7,97,21,000/-

7. (a) Two percent of average net profit of the company as per section 135(5): Rs. 15,94,420/-

• (b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

• (c) Amount required to be set off for the financial year, if any: Nil

• (d) Total CSR obligation for the Financial year (7a+7b-7c): Rs. 15,94,420/-

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SWADESHI POLYTEX LIMITED

8. (a) CSR amount spent or unspent for the Financial Year:

Total amount spent for the Financial Year (in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)
	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specifed under Schedule VII as per second proviso to section 135(5).
	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
15,94,420	Not applicable, since there is no unspent amount.

• (b) Details of CSR amount spent against ongoing projects for FY 2021: Nil

• (c) Details of CSR amount spent against other than ongoing projects for FY 2021:

S No	Name of the Project	Item from the list of activities in schedule VII to the Act.	Local area (Yes/ No)	Location of the project	Location of the project	Amount spent for the project (in Rs.)	Mode of implementation Direct (Yes/No)	Mode of implementation - Through implementing agency.	Mode of implementation - Through implementing agency.
				State	District			Name	CSR Regn No
1	Purchase of PPE Kits for Covid-19 pandemic	Healthcare	Yes	Uttar Pradesh	Ghaziabad	14,99,873	Yes	-	-
2	Guru Harkrishan Hospital	Healthcare	No	Delhi	Delhi	1,00,000	Yes	-	-

• (d) Amount spent in Administrative Overheads: Nil

• (e) Amount spent on Impact Assessment, if applicable: Not Applicable

• (f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 15,99,873/-

(g) Excess amount for set off, if any:

**S. No. **	Particular	Amount (in Rs.)
(i)	Two percent of average net proft of the company as per section 135(5)	15,94,420/-
(ii)	Total amount spent for the Financial Year	15,99,873/-
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]	5,453/-
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous fnancial years, if any	Nil
(v)	Amount available for set off in succeeding fnancial years [(iii)-(iv)]	5,453/-

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SWADESHI POLYTEX LIMITED

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

• (b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

By order of the Board For Swadeshi Polytex Limited

Place : Ghaziabad Dated : 11.08.2021

Sd/Sd/(Shyam Sunder Madan) (Bipin Behari Mehrotra) Chairman of CSR Commitee Director (DIN: 02427885) (DIN: 03279399)

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SWADESHI POLYTEX LIMITED

ANNEXURE-IV

INFORMATION PURSUANT TO SECTION 197 OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year: The Company is not paying remuneration to any Director, therefore, the same is not applicable on the Company.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: No increase in the remuneration during the Financial Year 2020-21.

3. The percentage increase in the median remuneration of employees in the financial year: Not applicable as the Company does not have employees.

4. Number of permanent employees on the rolls of the Company: Nil

5. Average percentile increase already made in the salaries of employees’ other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

6. Key parameters for any variable component of remuneration availed by the directors: Not applicable

7. Affirmation that the remuneration is as per the remuneration policy of the company: It is hereby affirmed that the remuneration paid to Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

8. Statement pursuant to Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Not applicable as the Company does not have employees.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 11.08.2021

Sd/Sd/(Bipin Behari Mehrotra) (Shyam Sunder Madan) Director Director (DIN: 03279399) (DIN: 02427885)

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MANAGEMENT DISCUSSION & ANALYSIS REPORT

ECONOMIC REVIEW

Global economy

In response to disruptions from the global pandemic, many central banks in emerging market and developing economies employed asset purchase programs for the first time in their history. These programs were successful in lowering bond yields without triggering currency depreciations.

Despite the pandemic, the global economy is set to expand by 5.6% in 2021, its strongest growth in 80 years. This recovery is uneven and largely reflects sharp rebounds in some major economies. The global outlook is subject to significant downside risks, including the possibility of additional COVID-19 waves and financial stress amid high debt levels of Emerging Market and Developing Economies (EMDEs). Policy makers will need to support the recovery while safeguarding price stability, fiscal sustainability and to continue efforts towards promoting growth-enhancing reforms.

Indian economy

After facing several headwinds last year with the start of the pandemic, the Indian economy is expected to gradually recover in the current year. India’s GDP grew by 0.4% in Q3 FY 2020-21 after two consecutive quarters of contraction. The country’s fiscal deficit for FY 2020-21 has been pegged at 9.5% of GDP, much beyond the original targeted 3.5% of GDP, resulting from stressed tax and divestment revenues, increased expenditure commitments due to the COVID-19 pandemic and the resultant economic slowdown..

According to the World Economic Outlook update, India’s GDP growth is expected to recover sharply by 12.5% in FY 2021-22, on the assumption of a brisk recovery from the pandemic. Also, India’s growth projection for FY 2022-23 is projected at 6.9%. RBI has maintained the repo rate at a record low of 4.0% since May 2020 and accommodative monetary policy stance amid concerns of rising COVID-19 cases that could derail the nascent recovery. There is a high probability of downward revision in growth rates of the economy, given the severity of the second wave.

Industry Review

While the pandemic outbreak temporarily disrupted the sector, it also led to emergence of certain trends such as preference for larger apartments, increasing inclination for home ownership as against rental housing, de-densification of office spaces and acceleration of the ongoing consolidation in the sector. Also, the current situation has opened up a lot of business development opportunities for well capitalised developers. The uncertainties of the second COVID-19 wave and its impact will need to be assessed and tracked closely.

OPPORTUNITIES, THREATS, RISK AND CONCERNS

The pandemic has reinforced the security that homeownership offers vis-à-vis rental housing, resulting in rising housing demand. A full-fledged expected economic recovery coupled with all-time low interest rates, stagnant house prices and rising income levels are some of the factors which will drive the housing demand going ahead.

The real estate sector is a highly regulated sector and any unfavorable changes in government policies and the regulatory environment can adversely impact the performance of the sector. Retrospective policy changes and regulatory bottlenecks may impact profitability and affect the attractiveness of the sector and companies operating within the sector.

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SWADESHI POLYTEX LIMITED

Amidst the current COVID-19 outbreak, consumer sentiments have been severely shattered not only due to the possibility of construction delays and decline in new launches but also due to rising uncertainty on overall economic growth.

BUSINESS OUTLOOK AND OVERVIEW

The Company had entered into Real Estate in the year 2011. Your Company is selling its real estates and it is the intention of your Company to use the funds so generated to explore opportunities in growth areas and industries and try to keep a focus on the real estate sector.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT

The Human Resources (HR) function is instrumental in creating and developing human capital in alignment with the Company Objectives. Your Company currently has to build its human resources based on the finalization of the opportunities it will focus on in the near future. Industrial relations are been cordial as your Company does not have any work force with the cessation of production activities. The challenge will be to build a team of all employees, managers and workmen with the value of teamwork and belongingness. All the employees of the Company will be expected to work as one cohesive team devoted to a common goal of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguard and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely. Company ensures adherence to all statues.

INTERNAL FINANCIAL CONTROL

Your Company has adequate system of Internal Controls commensurate with the nature, size and complexity of its business.

These systems are reviewed and improved on a regular basis. It has a budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis. The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time. The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE AND SEGMENT–

WISE OR PRODUCT-WISE PERFORMANCE

The Company could not generate income from Real Estate business during the financial year, however, the Company has generated total income of Rs. 15.64 lakhs during the year from Interest and other miscellaneous.

CAUTIONARY STATEMENT

Statements in the Management’s Discussion and analysis report describing the Company’s objectives, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand supply conditions, change in Government regulations, tax regimes, economic developments within the country and other statutes incidental factors.

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SWADESHI POLYTEX LIMITED

INDEPENDENT AUDITORS’ REPORT

To

The Members of Swadeshi Polytex Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Swadeshi Polytex Limited (‘the Company’) which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income, if any), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and Notes to financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021 and its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matters to be communicated in our report.

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SWADESHI POLYTEX LIMITED

S. No	Key Audit Matter	Auditor’s Response
1	Procedures for Revenue Recognition.	Our Principal Audit Procedures included : We have studied the Agreement to Sell along with Addendums thereto with respect to recognition of revenue. We have also examined the communications received by the Company from its customers. We have studied the relinquishment letters issued by the Company to the customers in respect of leasehold plots and applied cut off procedures for revenue recognition.

Emphasis of Matter on COVID 19

We draw attention to Note 30 in the accompanying financial statements, which describes the management’s assessment of the impact of uncertainties related to outbreak of COVID-19 on the business operations of the Company.

Our opinion is not modified in respect of this matter.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the in the Management Discussion and Analysis and Board’s Report including Annexures to Board’s Report, but does not include the financial statements and our auditor’s report thereon. The other information is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management’s Responsibilities for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

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SWADESHI POLYTEX LIMITED

In preparing the financial statements, the Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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SWADESHI POLYTEX LIMITED

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the financial year ended 31[st] March, 2021 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanations given to us, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that:

3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.

4. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

5. c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

6. d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

7. e) On the basis of the written representations received from the directors of the Company as on 31st March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2021 from being appointed as a director in terms of Section 164(2) of the Act.

8. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

9. g) With respect to the matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its director during the current year is in accordance with the

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SWADESHI POLYTEX LIMITED

provisions of section 197 of the Act read with Schedule V to the Act.

• h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the information and explanations given to us:

• i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 32 to the financial statements.

• ii. We are explained that the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

• iii. We are explained that there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For SPMR & ASSOCIATES Chartered Accountants Firm’s Regn. No. 007578N Sd/- M S LADHA Partner Place : Faridabad Membership No.: 088221 Date : 24-06-2021 UDIN: 21088221AAAADA1976

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Swadeshi Polytex Limited of even date)

We report that:

• i) In respect of the Company’s fixed assets comprised in property, plant and equipment :

• a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

• b) We are explained that the Company has a regular programme of physical verification of its property, plant and equipment, by which all property, plant and equipment are verified in a phased manner. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, certain property, plant and equipment were physically verified during the year and no material discrepancies were noticed on such verification.

• c) According to the information and explanations given to us and the based on our examination of Conveyance Deed provided to us, the title deed of immovable property owned by the Company are held by it in its own name. Further, the provisions of this clause are not applicable in respect of leasehold land owned by the Company and held as Stock in Trade.

• ii) The only inventory in hand is in the form of lease hold plot rights, for which management has conducted physical verification in the form of measurement, frequency of which in our opinion is reasonable and no material discrepancies were noticed on the physical verification of the same as compared to book records.

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SWADESHI POLYTEX LIMITED

• iii) According to the information and explanations given to us, the Company has granted unsecured loan to a party covered in the register maintained under Section 189 of the Companies Act, 2013 (“the Act”) in respect of which:

• a) In our opinion, the rate of interest and other terms and conditions on which such loan had been granted, were not, prima facie, prejudicial to the Company’s interest.

• b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

• c) In our opinion, no amount is overdue for recovery as at the year-end.

• iv) In our opinion and according to the information and explanations given to us, the Company had complied with the provisions of Section 185 and 186 of the Act in respect of grant of loan to a party in earlier year.

• v) According to the information and explanations given to us and on the basis of examination of records of the company and opinion obtained by the management, we report that the Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2021 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

• vi) We are informed that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the Company.

• vii) According to the information and explanations given to us, in respect of statutory dues:

• a) The Company has been regular in depositing undisputed statutory dues, including Income Tax, Customs Duty, Cess, Goods and Service Tax and other material statutory dues applicable to it with the appropriate authorities. As explained to us, provisions of Employees Provident Fund and Employees’ State Insurance Act are not applicable to the Company for the year under report as it had no employees.

• b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, duty of Customs, Cess, Goods and Service tax including any other material statutory dues were in arrears as at 31 March 2021, for a period of more than six months from the date they became payable.

• c) According to information and explanation given to us and on the basis of our examination of the books of accounts of the company, following are the details of sales tax/income tax/custom duty/service Tax/excise duty, which have not been deposited as at March 31, 2021 on account of any dispute:

of any dispute:
Name of Statute	Nature of Dues	Amount (In lacs)	Period	Forum at which dispute ispending
The Customs Act, 1962	Custom Duty & other dues.	17.11	Various	Various
The Central Excise Act, 1944	Refund of the Central Excise Duty and interest thereon	323.60	2019-20	CESAT
The Income Tax Act,1961	Demand for assessment year 2012-13	22.17	2012-13	I.T.A.T.

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SWADESHI POLYTEX LIMITED

• viii) According to the information and explanation given to us, the Company has not taken any loans or borrowings from financial institutions, banks and government and has not issued any debentures. Hence reporting under clause 3 (viii) of the Order is not applicable to the Company.

• ix) The Company has neither raised money by way of initial public offer or further public offer (including debt instruments) and term loans nor applied the previously raised loans, if any, during the year under report. Accordingly, provisions of clause 3 (ix) of the Order are not applicable to the Company.

• x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

• xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

• xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

• xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

• xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

• xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and accordingly para 3 (xv) of the Order is not applicable.

• xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For SPMR & ASSOCIATES Chartered Accountants Firm’s Regn. No. 007578N

Sd/-

M S LADHA

Place : Faridabad Date : 24-06-2021

Partner Membership No.: 088221 UDIN: 21088221AAAADA1976

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SWADESHI POLYTEX LIMITED

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Swadeshi Polytex Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Swadeshi Polytex Limited (“the Company”) as of 31 March 2021 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that:

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SWADESHI POLYTEX LIMITED

• a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

• b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and;

• c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SPMR & ASSOCIATES Chartered Accountants Firm’s Regn. No. 007578N

Place : Faridabad Date : 24-06-2021

Sd/- M S LADHA Partner Membership No.: 088221 UDIN: 21088221AAAADA1976

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SWADESHI POLYTEX LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2021

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(Rs. in ‘000)
Particulars Note As at As at
No March 31, 2021 March 31, 2020
I ASSETS
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Particulars	Note No	As at March 31, 2021	As at March 31, 2020
I ASSETS
(1) Non-current asset (a) Property, Plant and Equipment (b) Intangible Assets (c) Financial Assets: (i) Loans (d) Deferred Tax Assets (Net) (e) Other non-current assets Total non-current assets (2) Current Asset (a) Inventories (b) Financial Assets: (i) Cash and cash equivalents (ii) Loans (iii) Others (c) Other Current Assets Total current assets	5 6 7 8 9 10 11 12 13 14	468 277 4,602 47,279 25,166	547 333 - 43,634 29,977
		77,792	74,491
		60,054 9,441 547 4 22	60,054 29,902 5,121 114 1,000
		70,068	96,191
Total Assets		147,860	170,682
II EQUITY & LIABILITIES EQUITY (a) Equity share capital (b) Other equity Total Equity LIABILITIES (1) Non current liabilities (a) Financial liabilities (i) Other fnancial liabilities Total non-current liabilities (2) Current liabilities (a) Financial liabilities: (i) Borrowings (ii) Trade payables (a) total outstanding dues of micro enterprises and small enterprises (b) total outstanding dues of creditors other than micro enterprises and small enterprises (b) Other current liabilities Total current liabilities	15 16 17 18 19 20	39,000 (378,774)	39,000 (362,407)
		(339,774)	(323,407)
		21,642	21,642
		21,642	21,642
		17,915 559 10,202 437,315	17,915 - 7,652 446,880
		465,991	472,447
Total Equity and Liabilities		147,860	170,682
Signifcant Accounting Policies 4 The accompanying notes form an integral part of the fnancial statements. As per our Report of even date attached For SPMR & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS

Sd/Sd/Sd/- (M.S. Ladha) (Naveen Agarwal) (Shyam Sunder Madan) Partner Director Director FRN : 007578N, M.No. : 088221 (DIN 00936395) (DIN 02427885) Place : Faridabad Sd/Sd/Sd/ Date : 24.06.2021 (Bhuwan Chaturvedi) (Ankit Garg) (Surbhi Basantani) Chief Executive Officer Chief Financial Officer Company Secretary

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SWADESHI POLYTEX LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2021

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(Rs. in ‘000)
Particulars Note Year Ended Year Ended
No. March 31, 2021 March 31, 2020
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Particulars	Note No.	Year Ended March 31, 2021	Year Ended March 31,2020
INCOME Revenue from operations Other Income	21 22	- 1,564	159,867 2,275
Total Income		1,564	162,142
EXPENSES Land Development Expenses Changes in inventories Finance Costs Depreciation and amortization expense Other expenses	23 24 25 26	- - - 135 21,366	423 5,287 7,004 114 30,606
Total Expenses		21,501	43,434
Proft /(Loss) before tax		(19,937)	118,708
Less : Tax Expenses - Current tax - Deferred tax - Earlier Years		- (3,645) (42)	20,747 (437) (2)
Total Tax Expenses		(3,687)	20,308
Proft /(Loss) from continuing operations		(16,250)	98,400
Proft / (Loss) from discountinued operations Tax expenses of discontined operations Proft / (Loss) from discontinuing operations after tax Total Comprehensive Income for the year Earnings per equity share of face value of Rs. 1/- each (P.Y. Rs. 1/- each) -Continued Business (i) Basic (in Rs.) (ii) Diluted (in Rs.) Earnings per equity share of face value of Rs. 1/- each (P.Y. Rs. 1/- each) - Discontinued Business (i) Basic (in Rs.) (ii)Diluted(in Rs.)	27 28 28 28.1 28.1	(117) - (117) (16,367) (0.42) (0.42) (0.00) (0.00)	24,341 4,253 20,088 118,488 2.52 2.52 0.52 0.52
Signifcant Accounting Policies 4 The accompanying notes form an integral part of the fnancial statements. As per our Report of even date attached For SPMR & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS Sd/- Sd/- Sd/- (M.S. Ladha) (Naveen Agarwal) (Shyam Sunder Madan) Partner Director Director FRN : 007578N, M.No. : 088221 (DIN 00936395) (DIN 02427885) Place : Faridabad Sd/- Sd/- Sd/ Date : 24.06.2021 (Bhuwan Chaturvedi) (Ankit Garg) (Surbhi Basantani) Chief Executive Offcer Chief Financial Offcer Company Secretary

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SWADESHI POLYTEX LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2021

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(Rs. in ‘000)
Year Ended Year Ended
31-03-2021 31-03-2020
Amount (Rs) Amount (Rs)
A CASH FLOW FROM OPERATING ACTIVITIES
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			Year Ended 31-03-2021 Amount(Rs)	Year Ended 31-03-2020 Amount(Rs)
A	CASH FLOW FROM OPERATING ACTIVITIES
B C	Proft / (Loss) for the year before Tax from continuing operations Proft / (Loss) for the year before Tax from discontinuing operations Adjustments for: Depreciation and amortization expenses Finance Costs Interest received Operating Proft before working capital changes Net Change in: Other non-current assets Inventories Financial-assets-loans Other current assets Other Financial Liabilities Trade payables Other-curent Liabilities Provisions Cash generated from Operations Direct Taxes Paid Net Cash fow from Operating activities CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets Interest received on Loans and Fixed Deposits with Banks Net cash used in Investing activities CASH FLOW FROM FINANCING ACTIVITIES (Repayment) of Borrowings Finance Costs Paid Net cash from / (used in) fnancing activities	(A) (B) (C)	(19,937) (117) 135 - (1,225)	118,708 24,341 114 7,004 (2,250)
			(21,144) 4,811 - (28) 978 - 3,109 (9,565) -	147,917 (28,637) 5,287 - 4,000 (3,341) (1,720) 74,749 (862)
			(21,839) 42	197,393 (24,998)
			(21,797)	172,395
			- 1,335	(584) 2,213
			1,335	1,629
			- -	(145,108) (11,603)
			-	(156,711)
Net increase / (Decrease) in Cash and Cash Equivalents (A + B + C) Add: Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year Cash on Hand Balances with Banks in Current Accounts Balances with Banks in Fixed Deposit Accounts Total Cash and cash equivalents as per Financial Statements			(20,462)	17,313
			29,902 9,440 34 1,407 8,000 9,441	12,589 29,902 33 525 29,344 29,902
Signifcant Accounting Policies 4 The accompanying notes form an integral part of the fnancial statements. As per our Report of even date attached For SPMR & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS Sd/- Sd/- Sd/- (M.S. Ladha) (Naveen Agarwal) (Shyam Sunder Madan) Partner Director Director FRN : 007578N, M.No. : 088221 (DIN 00936395) (DIN 02427885) Place : Faridabad Sd/- Sd/- Sd/ Date : 24.06.2021 (Bhuwan Chaturvedi) (Ankit Garg) (Surbhi Basantani) Chief Executive Offcer Chief Financial Offcer Company Secretary

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SWADESHI POLYTEX LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH, 2021

A. EQUITY SHARE CAPITAL

AS ON 31ST MARCH, 2021

EQUITY SHARE CAPITAL	EQUITY SHARE CAPITAL
AS ON 31ST MARCH, 2021 (Rs. in ‘000)
Particulars	Amount
As as at 1st April, 2020	39,000
Changes in equityshare capital	-
As at 31st March, 2021	39,000

AS ON 31ST MARCH, 2020

(Rs. in ‘000)

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Particulars Amount
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Particulars	Amount
As as at 1st April, 2019	39,000
Changes in equityshare capital	-
Balance as at 31st March, 2020	39,000

B. OTHER EQUTIY

AS ON 31ST MARCH, 2021

(Rs. in ‘000)

Particulars	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus
	General Reserve	Capital Redemption Reserve	Retained Earnings	Total
As at 1st April, 2020	167,070	10,975	(540,452)	(362,407)
Total Comprehensive Income for theyear	-	-	(16,367)	(16,367)
As at 31st March, 2021	167,070	10,975	(556,819)	(378,774)

AS ON 31ST MARCH, 2020 (Rs. in ‘000)

Particulars	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus
	General Reserve	Capital Redemption Reserve	Retained Earnings	Total
As at 1st April, 2019	167,070	10,975	(658,940)	(480,895)
Total Comprehensive Income for theyear	-	-	118,488	118,488
As at 31st March, 2020	167,070	10,975	(540,452)	(362,407)

As per our Report of even date attached For SPMR & ASSOCIATES For and on behalf of the Board of Directors

CHARTERED ACCOUNTANTS

Sd/Sd/Sd/- (M.S. Ladha) (Naveen Agarwal) (Shyam Sunder Madan) Partner Director Director FRN : 007578N, M.No. : 088221 (DIN 00936395) (DIN 02427885) Place : Faridabad Sd/Sd/Sd/ Date : 24.06.2021 (Bhuwan Chaturvedi) (Ankit Garg) (Surbhi Basantani) Chief Executive Officer Chief Financial Officer Company Secretary

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NOTES TO IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31[ST] MARCH, 2021

1 CORPORATE & GENERAL INFORMATION

Swadeshi polytex Limited is a listed company engaged in carrying the business of transacting in, owning, purchasing, selling, leasing, sub-leasing, letting, sub-letting, renting and developing and other related activity of any type of real estate including land, plot, buildings, factories, warehouses, infrastructures whether residential, commercial, agricultural, industrial, rural, urban or otherwise that may belong to company or to any other person or persons of whatever nature and to deal in real estate, land, immovable properties and other related assets of any description or nature as owners, syndicators, developers, advisors, service providers, brokers, agents and any other capacity and to do all such activities related to such business having its registered office at A-1, Sector - 17, New Kavi Nagar Industrial Area, Ghaziabad (U.P).

The financial statements were approved for issue by the Board of Directors in their meeting held on 24th June, 2021.

2 BASIS OF PREPARATION AND PRESENTATION

(a) Basis of Measurement

These financial statements are prepared under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair value or amortized cost at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction date. All assets and liabilities have been classified as current and non-current as per the Company’s normal operating cycle. These financial statements comply with the the provisions of the Companies Act, 2013 (the Act) (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

(b) Compliance with Ind AS

These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.

(c) Functional and presentation currency

The financial statements are presented in Indian Rupees which is the Company’s functional and presentation currency and all amounts are rounded to the nearest thousand, except as stated otherwise.

(d) Current and non-current classification

The Company presents assets and liabilities in the balance sheet based on current/noncurrent classification

(i) An asset is current when it is:

• Expected to be realized or intended to be sold or consumed in normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realized within twelve months after the reporting period; or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

• All other assets are classified as non-current.

(ii) A liability is current when:

• It is expected to be settled in normal operating cycle;

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• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period; or

• There is no unconditional right to defer settlement of the liability for at least twelve months after the reporting period.

• (iii) All other liabilities are classified as non-current.

• (iv) Deferred tax assets/liabilities are classified as non-current.

• (v) The Company recognizes twelve months period as its operating cycle.

3 USE OF ESTIMATES

The preparation of financial statements in conformity with Ind AS requires management to make adjustments, estimates and assumptions that may impact the application of accounting policies and the reported value of assets, liabilities, income, expense and related disclosure concerning the items involved as well as contingent assets and liabilities at the balance sheet date. Estimates and underlying assumptions are reviewed on an ongoing basis and revised if management became aware of changes in circumstances surrounding the estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and, if material, their effects are disclosed in the notes to the financial statements. Application of accounting policies that require critical accounting estimates involving complex and critical judgment is disclosed in notes to accounts.

4 SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the financial statements are as given below. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

4.1 Property, Plant & Equipment and Depreciation

• (a) The company has elected the option to continue the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as the deemed cost as at the date of transition as per Ind AS 101. Property, plant and equipment are stated at original cost net of tax/duty credit availed, less accumulated depreciation and accumulated impairment losses, if any.

• (b) Subsequent expenditures relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the company and the costs to the item can be measured reliably.

• (c) Depreciation on Building, Plant & Machinery and Computer is being provided on Straight Line Method.

Property, plant and equipment	Useful Life of Asset (In year) as per Schedule-II	Useful Life of Asset (In year) as adopted
Building	60	60
Plant & Machinery	15	5 to 10
Furniture & Fixtures	10	5
Computer	3	3
Computer Server	6	6

(d) Based on the technical experts assessment of useful life, certain items of property plant and equipment are being depreciated over useful lives different from the prescribed useful lives under Schedule II to the Companies Act, 2013. Management believes that such estimated useful lives are realistic and reflect fair approximation of the period over

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which the assets are likely to be used.

• (e) Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. Depreciation on sale/deduction from property plant and equipment is provided up to the date preceding the date of sale, deduction as the case may be. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in Statement of Profit and Loss under ‘Other Income’ or ‘Other Expenses’ as the case may be.

• (f) Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end and adjusted prospectively, as appropriate.

4.2 Intangible Assets and Amortization

• (a) Software costs are included in the balance sheet as intangible assets when it is probable that associated future economic benefits would flow to the Company. In this case they are measured initially at purchase cost and then amortized on a straight-line basis over their estimated useful lives. All other costs on it are expensed in the statement of profit and loss as and when incurred.

• (b) Based on the technical experts assessment of useful life these are amortized over a period of six years.

4.3 Impairment of Assets

• (a) Property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis. In such cases, the recoverable amount is determined for the Cash Generating units (CGU) to which the assets belongs . If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of asset.

• (b) Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the assets no longer exists or have decreased.

4.4 Revenue Recognition

In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS 115 ‘Revenue from Contracts with Customers’, which replaces Ind AS 11 ‘Construction Contracts’ and Ind AS 18 ‘Revenue’.

The core principle of Ind AS 115 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

• Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

• Step 4: Allocate the transaction price to the performance obligations in the contract

• Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

• (a) Revenue from transfer of rights in leasehold land alongwith penalty is recognized when the company receives full payment from buyer and there is relinquishment of right in favor of the buyer by the company.

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• (b) Interest on receivables is accounted only when no significant uncertainty as to measurability or collectability exists. Other interest income is recognized on the time basis determined by the amount outstanding and the rate applicable and where no significant uncertainty as to measurability or collectability exists.

• (c) Revenue is recognized when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity. Revenue excludes Goods and Service Tax (GST) as applicable.

4.5 Inventories

Valuation of stocks is done as mentioned below:

Leasehold Plot Rights At lower of book value or net realizable value

Cost of Leasehold Land is determined after including the proportionate expenditure incurred on the development thereof.

4.6 Taxation

(a) Current Tax

Current tax expense is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Current income taxes are recognized under “income tax payable” net of payments on account, or under “tax receivables” where there is a credit balance.

(b) Deferred Tax

Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

Deferred tax is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

4.7 Refunds of Taxes and Duties

Refund claims arising out of monies paid under protest or under appeals and charged to Revenue are accounted for at the time of receipt of orders or actual refunds whichever is earlier.

4.8 Provisions, Contingent Liabilities and Contingent Assets

Disclosure of contingencies as required by the Indian accounting standard is furnished in the Notes to accounts.

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• (a) Provisions are made when (a) the Company has a present obligation as a result of past events; (b) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (c) a reliable estimate is made of the amount of the obligation.

• (b) Contingent Liability is disclosed after careful evaluation of facts, uncertainties and possibility of reimbursement, unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent liabilities are not recognized but are disclosed in notes. Contingent assets are not recognized. However, when the realization of income is virtually certain, then the related asset is no longer a contingent asset, and is recognized as an asset. Information on contingent liabilities is disclosed in the notes to the financial statement. A contingent asset is disclosed where an inflow of economic benefits is probable.

4.9 Financial Instruments

A Financial Assets

(a) Initial recognition and measurement

The company recognizes financial assets and liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition. Purchase and sale of financial assets are accounted for at trade date.

(b) Subsequent Measurement : Non-derivative financial instruments

(i) Financial assets carried at amortized cost (AC)

“A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

• (ii) Financial assets at fair value through other comprehensive income (FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(iii) Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

(c) Investment in subsidiaries/associates/joint ventures

Investment in subsidiaries, if any, is carried at cost in the separate financial statements.

(d) Other Equity Investments

All other equity investments are measured at fair value, with value changes recognized in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in ‘Other Comprehensive Income’.

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(e) Reclassification of financial assets

The company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the company either begins or ceases to perform an activity that is significant to its operations. If the company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

B Financial liabilities

(a) Initial recognition and measurement

The Company’s financial liabilities include trade and other payables, loans and borrowings etc. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs, if any.

(b) Subsequent Measurement : Non-derivative financial instruments

Financial liabilities are subsequently carried at amortized cost using the effective interest method, For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

(c) Offsetting of Financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

C Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

4.10 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

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4.11 Leases

• 4.11.1 The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

• 4.11.2 At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

• 4.11.3 The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straightline basis over the shorter of the lease term and useful life of the underlying asset.

• 4.11.4 The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

• 4.11.5 During the year the Company has not entered into any lease transaction.

4.12 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits.

4.13 Contract Liabilities

A contract liability is the obligation to transfer of goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract.

4.14 Cash Flow Statement

Cash flows are reported using indirect method as per Ind AS 7 , whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from regular revenue generating, financing and investing activities of the Company is segregated.

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4.15 Earning Per Share

Basic earnings (loss) per share are 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.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

4.16 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Chief Operating Officer has decided that the company has only one segment i.e. real estate.

4.17 Fair Value Measurement

“The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.

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5. Property, Plant and Equipment

(Rs. in ‘000)

The changes in the carrying value of property, plant and equipment for the year ended 31st March, 2021 are as follows:

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Particulars Building - Plant & Furniture Computer Total
Pushpak Machinery & Fixtures
Bhawan
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Particulars	Building - Pushpak Bhawan	Plant & Machinery	Furniture & Fixtures	Computer	Total
Gross carrying value as at April 1, 2020 Additions Deletions	93 - -	667 - -	516 - -	494 - -	1,770 - -
Gross carrying value as at March 31, 2021	93	667	516	494	1,770
Accumulated depreciation as at April 1, 2020 Depreciation for the year Accumulated depreciation on deletions	17 1 -	492 32 -	398 - -	316 46 -	1,223 79 -
Accumulated depreciation as at March 31, 2021	18	524	398	362	1,302
Net Carrying value as at March 31, 2021	75	143	118	132	468

The changes in the carrying value of property, plant and equipment for the year ended 31st March, 2020 are as follows:

(Rs. in ‘000)

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Particulars Building - Plant & Furniture Computer Total
Pushpak Machinery & Fixtures
Bhawan
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Particulars	Building - Pushpak Bhawan	Plant & Machinery	Furniture & Fixtures	Computer	Total
Gross carrying value as at April 1, 2019 Additions Deletions	93 - -	617 50 -	2,434 - 1,918	314 180 -	3,458 230 1,918
Gross carrying value as at March 31, 2020	93	667	516	494	1,770
Accumulated depreciation as at April 1, 2019 Depreciation for the year Accumulated depreciation on deletions	16 1 -	422 70 -	2,316 - 1,918	294 22 -	3,048 93 1,918
Accumulated depreciation as at March 31, 2020	17	492	398	316	1,223
Net Carrying value as at March 31, 2020	76	175	118	178	547

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6. Intangible Assets

(Rs. in ‘000)

The changes in the carrying value of Intangible Assets for the year ended 31st March, 2021 are as follows:

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Particulars Softwares Total
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Particulars	Softwares	Total
Gross carrying value as at April 1, 2020 Additions Deletions	354 - -	354 - -
Gross carrying value as at March 31, 2021	354	354
Accumulated depreciation as at April 1, 2020 Depreciation for the year Accumulated depreciation on deletions	21 56 -	21 56 -
Accumulated depreciation as at March 31, 2021	77	77
Net Carrying value as at March 31, 2021	277	277

The changes in the carrying value of Intangible Assets for the year ended 31st March, 2020 are as follows:

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Particulars Softwares Total
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Particulars	Softwares	Total
Gross carrying value as at April 1, 2019 Additions Deletions	- 354 -	- 354 -
Gross carrying value as at March 31, 2020	354	354
Accumulated depreciation as at April 1, 2019 Depreciation for the year Accumulated depreciation on deletions Accumulated depreciation as at March 31, 2020	- 21 - 21	- 21 - 21
Net Carrying value as at March 31, 2020	333	333

7. Loans (Non-Current)

(Rs. in ‘000)

Particulars	As at March 31, 2021	As at March 31, 2020
(Unsecured, Considered Good) Loan due by an offcer of the Company*	4,602	-
Total	4,602	-

*Refer Note 40.3.1 for details of Loan.

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8. Deferred Tax Assets (Net) Particulars Deferred Tax Assets due to Carried forward losses Deferred Tax Liability due to Depreciation MAT Credit Deferred Tax Assets(Net) 8.1. The movement on the deferred tax account is as follows: Particulars At the start of the year Credit/(Charge) during the year MAT Credit Total Credit/(Charge) to Statement of Proft and Loss At the end of theyear 8.2. Amounts recognised in Proft or Loss	Deferred Tax Assets (Net)	(Rs. in ‘000)	(Rs. in ‘000)
	Particulars	As at March 31, 2021	As at March 31, 2020
	Deferred Tax Assets due to Carried forward losses Deferred Tax Liability due to Depreciation MAT Credit	38,400	34,636
		38,400	34,636
		73	64
		73	64
		8,952	9,062
	Deferred Tax Assets(Net)	47,279	43,634
		(Rs. in ‘000)
	Particulars	As at March 31, 2021	As at March 31, 2020
	At the start of the year Credit/(Charge) during the year MAT Credit Total Credit/(Charge) to Statement of Proft and Loss At the end of theyear	43,634 3,755 (110) 3,645 47,279	43,197 185 252 437 43,634
		(Rs. in ‘000)

8.2. Amounts recognised in Profit or Loss

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Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
Current tax - Continued Operations Current year Deferred Tax Earlier Years Current tax - Discontinued Operations Current year	- (3,645) (42)	20,747 (437) (2)
	(3,687)	20,308
	-	4,253
	-	4,253
Total	(3,687)	24,561
Reconciliation of effective tax rate:		(Rs. in ‘000)

8.3. Reconciliation of effective tax rate:

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Particulars As at As at
March 31, 2021 March 31, 2020
Profit before tax (20,054) 143,049
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Particulars	As at March 31, 2021	As at March 31, 2020
Proft before tax	(20,054)	143,049
Applicable Tax Rate* Income tax amount Other Temporary difference Other Permanent Differences	0.000% - (3,645) (42)	17.472% 24,994 (437) 4
Effective Income tax expense	(3,687)	24,561

*Applicable tax rate for the current year will be NIL due to losses. (P.Y. U/S 115JB)

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9. Other Non-Current Assets

(Rs. in ‘000)

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Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
(Unsecured and Considered Good) Income tax receivable (net of provisions) Security deposit* Statutory dues deposited under Protest	23,822 20 1,324	28,633 20 1,324
Total	25,166	29,977

Includes Rs. 440/- (P.Y. Rs. 440/-) deposited in respect of A.Y 2012-13 under Protest. *At amortized cost.

Inventories	(Rs. in ‘000)	(Rs. in ‘000)
Particulars	As at March 31, 2021	As at March 31, 2020
Leasehold Plot Rights*	60,054	60,054
Total	60,054	60,054

10. Inventories

• Refer Note 4.5

11. Cash & Cash Equivalents

(Rs. in ‘000)

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Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
Cash on hand Balances with schedule banks: In Current Accounts In Fixed Deposit Accounts having maturity less than 3 months	34 1,407 8,000	33 525 29,344
Total	9,441	29,902

12. Loans (Current) (Rs. in ‘000)

Particulars	As at March 31, 2021	As at March 31, 2020
(Unsecured, Considered Good) Loan due byan offcer of the Company*	547	5,121
Total	547	5,121

*Refer Note 40.3.1 for details of Loan.

13. Other financial assets-Current

(Rs. in ‘000)

Particulars	As at March 31, 2021	As at March 31, 2020
(Unsecured and Considered Good) Interest accured	4	114
Total	4	114

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14. Other Current Assets

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14. Other Current Assets (Rs. in ‘000)
Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
(Unsecured and Considered Good) Others Recoverable from Parties Sales tax refund receivable Prepaid Expenses	4 - 18	567 394 39
Total	22	1,000

15. Equity Share Capital

(Rs. in ‘000)

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Particulars As at 31st March 2021 As at 31st March 2020
Number Amount Number Amount
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Particulars	As at 31st March 2021	As at 31st March 2021	As at 31st March 2020	As at 31st March 2020
	Number	Amount	Number	Amount
Authorized Equity Share of Rs. 1/- (P.Y. Rs. 1/-) each 9.5% Redeemable cumulative Preference Shares of Rs. 100/- each Issued, Subscribed & Fully Paid up Equity Shares of Rs 1/- (P.Y. Rs. 1/-) each fully paid up	225000000 250000 39000000	2,25,000 25,000	225000000 250000 39000000	2,25,000 25,000
		2,50,000		2,50,000
		39,000		39,000
Total		39,000		39,000

15.1 Reconciliation of share capital:

(Rs. in ‘000)

Particulars	As at 31st March 2021	As at 31st March 2021	As at 31st	March 2020
	Number	Amount	Number	Amount
Equity Shares at the beginning of the year Add / (Less): Shares issued / (forfeited / buyback) during the year Equity Shares at the end of the year	39000000 -	39,000 -	39000000 -	39,000 -
	39000000	39,000	39000000	39,000

15.2 The rights, preferences and restrictions attached to each class of shares:

The company has issued only one class of Equity Shares having the par value of Rs 1/- per share. Each shareholder is entitled to one vote per share.

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15.3 The details of shareholders holding more than 5% shares:

Name of the Shareholder	As at 31st March 2021	As at 31st March 2021	As at 31st March 2020	As at 31st March 2020
	No. of Shares held	% of holding	No. of Shares held	% of holding
National Textile Corporation Ltd MKJ Enterprises Ltd Selecto Pac Private Ltd. Paharpur Cooling Towers Ltd. Doypack Systems Pvt Ltd.	13110000 4875250 3432500 5281530 2775000	33.62 % 12.50 % 8.80 % 13.54 % 7.12 %	13110000 4875250 3432500 5281530 2775000	33.62 % 12.50 % 8.80 % 13.54 % 7.12 %

16. Other Equity

(Rs. in ‘000)

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Particulars As at As at
March 31, 2021 March 31, 2020
----- End of picture text -----

Particulars	As at March 31, 2021	As at March 31, 2020
General Reserve Opening Balance (+) Additions during the year (-) Utilized / transferred during the year Capital Redemption Reserve Opening Balance (+) Additions during the year (-) Utilized / transferred during the year Retained Earnings As per last Balance Sheet Add: Proft / (Loss) for the year	1,67,070 - -	1,67,070 - -
	1,67,070	1,67,070
	10,975 - -	10,975 - -
	10,975	10,975
	(5,40,452) (16,367)	(6,58,940) 1,18,488
	(5,56,819)	(5,40,452)
Total	(3,78,774)	(3,62,407)

17. Other financial liabilities-Non current

(Rs. in ‘000)

Particulars	As at March 31, 2021	As at March 31, 2020
Other Payable*	21,642	21,642
Total	21,642	21,642

*Refer Note No. 35

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18. Borrowings-Current

Borrowings-Current	(Rs. in ‘000)
Particulars	As at March 31, 2021	As at March 31, 2020
Unsecured** Loans from Related Parties	17,915	17,915
Total	17,915	17,915

Company has taken interest free unsecured loan from National Textile Corporation Ltd which is repayable on demand.

Trade Payables	(Rs. in ‘000)	(Rs. in ‘000)
Particulars	As at March 31, 2021	As at March 31, 2020
Total Outstanding dues of micro and small enterprises Total Outstanding dues of other than micro and small enterprises	559 10,202	- 7,652
Total	10,761	7,652

19. Trade Payables

Refer Note 33

20. Other Current liabilities

(Rs. in ‘000)

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Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
Contract Liabilities (Amount received from customers) Retention Money Payable Provision for Sales Tax (Net) * Statutory dues Payable	4,36,832 10 225 248	4,45,851 10 - 1,019
Total	4,37,315	4,46,880

*Refer Note 4.13

*Pertains to earlier years and pending for adjustment with respective refunds due from Authorities. Interest on refund of Sales Tax, if any, will be accounted for as and when received.

21. Revenue from Operations

Revenue from Operations		(Rs. in ‘000)
Particulars	Year Ended March 31, 2021	Year Ended March 31,2020
Revenue from sale of leasehold plot rights	-	1,59,867
Total	-	1,59,867
Other Income		(Rs. in ‘000)

22. Other Income

Particulars	Year Ended March 31, 2021	Year Ended March 31,2020
Interest Income Other Misc Income	1,225 339	2,250 25
Total	1,564	2,275

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23. 24. 25. 26.	Changes in inventories		(Rs. in ‘000)
	Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
	Opening Stock Leasehold Plot Rights Closing Stock Leasehold Plot Rights	60,054	65,341
		60,054	65,341
		60,054	60,054
		60,054	60,054
	(Increase) / Decrease in inventories	-	5,287
	Finance Costs		(Rs. in ‘000)
	Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
	Interest on borrowings(Net)	-	7,004
	Total	-	7,004
	Depreciation and Amortisation Expenses		(Rs. in ‘000)
	Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
	Depreciation of property, plant and equipment Amortisation of intangible assets	79 56	93 21
	Total	135	114
	Other Expenses		(Rs. in ‘000)

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
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Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Legal & Professional Expenses Conveyance & Travelling Expense CSR Expenditure Fees to Stock Exchange Power & Fuel Repair Others Business Promotion Rates & Taxes Directors' Sitting Fees Payment To Auditors (Refer Note 26.1) Communication Expenses Advertisement Printing & Stationary Other Expenses	13,428 1,735 1,600 354 381 113 746 590 725 484 111 94 55 950	14,964 5,112 800 413 444 105 2,071 1,186 880 437 395 43 607 3,149
Total	21,366	30,606

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ADESHI POLYTEX LIMITED	ADESHI POLYTEX LIMITED	ADESHI POLYTEX LIMITED
Payment to Auditors (Rs. in ‘000)
Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Audit Fee Tax Audit Fee Other Matters Reimbursement of Expenses	295 - 189 -	295 118 - 24
Total	484	437

26.1 Payment to Auditors

27 Profit / (Loss) from discountinued operations

(Rs. in ‘000)

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
----- End of picture text -----

Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Income from discontinued operations Interest on Excise and Custom Refund Liabilities no longer required written back Refund from Sales Tax Expenses related to discountinued Operations* Professional Fee Paid	- - 202	21,248 3,164 -
	202	24,412
	319	71
	319	71
Total	(117)	24,341

27.1 Cash flows from discontinued operations

(Rs. in ‘000)

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
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Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Net Cash infow / (outfow) from Operating activities Net Cash infow / (outfow) from Investing activities Net Cash infow / (outfow) from Financing activities Net Cash infow from discontinued operations	(117) - - (117)	21,177 - - 21,177

28 Earning per Share - Continued Business

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
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Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Proft / (Loss) attributable to Equity Shareholders Weighted average number of Equity Shares of Rs. 1/- Each (No. of Shares) Earning per Shares - Basic & Diluted (In Rs.)	(16,250) 39,000,000 (0.42)	98,400 39,000,000 2.52

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28.1 Earning per Share - Discontinued Business

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Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
----- End of picture text -----

Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Proft / (Loss) attributable to Equity Shareholders Weighted average number of Equity Shares of Rs. 1/- Each (No. of Shares) Earning per Shares - Basic & Diluted (In Rs.)	(117) 39,000,000 (0.00)	20,088 39,000,000 0.52

29 Discontinuing Operations

In view of the Economic/Financial non-viability and on-going labor problems etc., the Company had discontinued its operations of manufacturing of Polyester Fibers and Chips in 1998. In previous years, company had entered into a sale agreement for disposal of its entire Plant & Machinery and Building related to the discontinued operations and sold the entire part thereof.

• 29.1 The carrying amount of total assets and liabilities to be disposed off at the year end are as follows. Comparative information for the discontinuing operations is included in accordance with Ind AS-105, Discontinuing Operations:

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(Rs. in ‘000)
Particulars As at As at
March 31, 2021 March 31, 2020
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Particulars	As at March 31, 2021	As at March 31, 2020
Total Assets Non-current asset Statutory dues deposited under Protest Total Liabilities Other fnancial liabilities-Non current Other fnancial liabilities Net Assets /(Liabilities)	1,324 21,642	1,324 21,642
	(20,318)	(20,318)

30 Impact of COVID-19 (Global pandemic)

World Health Organisation (WHO) declared outbreak of Coronavirus Disease (COVID-19) a global pandemic on March 11, 2020. Consequent to this, Government of India declared lockdown on 2403-2020 which had impacted the business activities of the Company. Subsequently again there was outbreak of second wave of COVID-19 across the country which resulted in continuous lockdowns in most of the States of the country resulting in severe disruption to regular business operations. The Company has made detailed assessment of its liquidity position for the next one year and of the recoverability and carrying values of its assets comprising Property, Plant and Equipment, intangible assets, Trade Receivables, and Inventory as at the balance sheet date and has concluded that there is no material adjustments required in the financial statements. Management believes that it has considered all the possible impact of known events arising from COVID -19 pandemic in the preparation of the financial Statements. However, the impact assessment of COVID-19 is a continuing process given the uncertainties associated with its nature and duration. The Company will continue to monitor any material changes to future economic conditions.

• 31 Permission to transfer the leasehold rights in land of the Company was effective upto 31st December, 2019 and the Company had made a representation before the concerned Authorities at UPSIDA for extension of the same, which is pending for disposal. Besides this, the Company has also filed a writ petition before the Hon’ble Allahabad High Court, who has directed the Chairman UPSIDA to consider and decide complete representation most expeditiously. The Company is following the matter with the concerned Authorities and is hopeful of a positive outcome at the earliest.

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32 Contingent Liabilities & Commitments (To the extent not provided for)

Claims against the Company not acknowledged as debts including excise, Income Tax, Labour Disputes, Legal and other Disputes:

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(Rs. in ‘000)
Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
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Particulars	Year Ended March 31, 2021	Year Ended March 31,2020
(a) PF Cases pending at various forums	5,895	5,895
(b) Labor Matters relating settlement pending at various forums	4,742	4,742
(c) Custom Matters	1,711	1,711
(d) Excise Matters being refund claim of Interest	32,360	32,360
(e) Income Tax Matters	2,217	2,217
(f) FEMA Matters	12,600	-
(g) Other Matters	9,246	9,246

Note: Interest and penalty, if any, is not computable at this point of time hence not considered in the above statement of contingent liability.

• 33 Based on information available with the Company the amounts due to Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) is as under:

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(Rs. in ‘000)
Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
----- End of picture text -----

Particulars	Year Ended March 31, 2021	Year Ended March 31,2020
Principal amount due and remaining unpaid	-	-
Interest due on above and the unpaid interest	-	-
Interest Paid	-	-
Payment made beyond the appointed day during the year	-	-
Interest due and payable for the period of delay	-	-
Interest accrued and remaining unpaid	-	-
Amount of further interest remaining due and payable in succeeding years	-	-

• 34 Balances appearing for Trade Payables are subject to confirmation, reconciliation and adjustments, if any.

• 35 Other payable, Note 17, includes alleged dues being contested before the Honorable High Court at Rs. 21,642/- (P.Y. 21,642/-). Hence it has not been fair valued.

• 36 The Company has started developing the Plots as per the approved plan of UPSIDC and accordingly has incurred a net expenditure of Rs. Nil (Previous year Rs 423), which is allocated proportionately on the saleable area and unallocated portion made a part of Stock in Trade and balance was charged to PVPL, giving affect to fourth addendum.

• 37 The Company has received a notice from Commissioner of Customs (Export-1), Mumbai relating to submission of Export Obligation Discharge Certificate for fulfillment of export obligations during export obligation period. The Company is in the process to respond to the said Notice and the Management believes that no material liability will arise in this matter.

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38 Corporate Social Responsibilities (CSR) :

As per section 135 of the Companies Act, 2013, along with Companies (Corporate Social responsibility Policy) Rules, 2021 the Company is required to spend, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years in accordance with its Corporate Social Responsibility Policy. Accordingly the company has incurred a sum of Rs. 1600 during the year on CSR.

• 39 In the opinion of the Board and to the best of their knowledge and belief the value on realization of loans, advances and current assets in the ordinary course of business will not be less than the amount at which they are stated in Balance Sheet and provision for all known liabilities has been made.

40 Related Party Disclosure

40.1 List of Related Parties

40.1.1 Key Management Personnel of Reporting Entity:

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Name Designation
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Name	Designation
Mr. Bhuwan Chaturvedi	Chief Executive Offcer
Mr. Promod Pandey till 15.08.2020	Chief Financial Offcer
Mr. Ankit Garg from 09.02.2021	Chief Financial Offcer
Ms. Stuti Thukral from 15.05.2018 to 13.02.2020	Company Secretary
Ms. Surbhi Basantani	Company Secretary
Mr. Hartaj Sewa Singh	Director
Mr. Gaurav Swarup	Director
Mr. Y. J. Dastoor till 01.08.2020	Director
Mr. N.K. Gupta	Director
Mr. Naveen Aggarwal	Director
Mr. S.S. Madan	Director
Mr. Bipin Behari Mehrotra	Director
Mr. Sukumar Arunachalam	Director
Ms. Purti Marwaha	Director
Mr. Pankaj Agarwal till 25.01.2021	Director
Mr. Manoj Kumar KG	Director
Mr. Arun Kumar Singhania from 17.08.2020	Director
Mr. Inderpal Singh Sandhu from 25.01.2021	Director
Mr. Ashutosh Gupta from 27.01.2021	Director

40.1.2 Associates of Reporting Entity:

National Textile Corporation Ltd. (Holding more than 20% shareholding in the company)

Paharpur Cooling Towers Ltd. (Holding indirectly more than 20% shareholding in the co.)

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40.2 Following transactions were carried out during the year ended March 31, 2021 with related parties in the ordinary course of business:

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Transactions with Key Management Personnel: (Rs. in ‘000)
Particulars Year Ended Year Ended
March 31, 2021 March 31, 2020
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40.2.1 Transactions with Key Management Personnel:

Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
Remuneration paid to Ms. Stuti Thukral	20	180
Remuneration paid to Ms. Surbhi Basantani	420	56
Remuneration paid to Mr. Pramod Pandey	225	600
Remuneration paid to Mr. Ankit Garg	82	-
Remuneration paid to Mr. Bhuwan Chaturvedi*	-	-
Interest charged from Mr. Bhuwan Chaturvedi	478	500
Sitting Fees paid to Mr. Naveen Aggarwal	240	260
Sitting Fees paid to Mr. N.K. Gupta	170	195
Sitting Fees paid to Mr. S.S. Madan	150	180
Sitting Fees paid to Mr. Y.J. Dastoor	25	100
Retainership Charges Paid to Mr. Bipin Behari Mehrotra**	840	840
Sitting Fees paid to Ms. Purti Marwaha	140	145

• Considered Nil as being reimbursed to PCTL as deputation charges.

** Reimbursement of Actual Expenditure has not been considered in the above statement.

Transactions with Associates: (Rs. in ‘000)	Transactions with Associates: (Rs. in ‘000)	Transactions with Associates: (Rs. in ‘000)
Nature of Transactions	Year Ended March 31, 2021	Year Ended March 31, 2020
Transactions with Paharpur Cooling Towers Ltd.
Reimbursement for various expenses	5,312	5,312
Interest Paid	-	7,004
Secured Loan repaid	-	1,56,011

40.2.2 Transactions with Associates:

40.3 Following were the balance outstanding at March 31, 2021 with related parties:

Following were the balance outstanding at March 31, 2021 with related parties:	Following were the balance outstanding at March 31, 2021 with related parties:	Following were the balance outstanding at March 31, 2021 with related parties:
Balance outstanding from Key Management Personnel: (Rs. in ‘000)
Particulars	Year Ended March 31, 2021	Year Ended March 31, 2020
In respect of Mr. Bhuwan Chaturvedi
Closing balance of loan given
Non-Current	4,602	-
Current	547	5,121
Total	5,149	5,121

40.3 .1 Balance outstanding from Key Management Personnel:

According to revised terms vide resolution of NRC dated 09-02-2021 the loan is recoverable in Quarterly installments commencing from March - 2022 carrying Interest @ 9% P.A.

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SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED
40.3 .2Balance outstanding with Associates: (Rs. in ‘000) Particulars Year Ended 31-03-2021 Year Ended 31-03-2020 In respect of National Textile Corporation Ltd. Unsecured Loan taken and outstanding 17,915 17,915
	Particulars	Year Ended 31-03-2021	Year Ended 31-03-2020
	In respect of National Textile Corporation Ltd.
	Unsecured Loan taken and outstanding	17,915	17,915

41 Disclosure under Ind AS 108 – ‘Operating Segments’ is not given as, in the opinion of the Chief Operating Decision Maker, the entire business activity falls under one segment, viz ,primarily engaged as real estates. The Company conducts its business only in one Geographical Segment, viz., India.

42 Going Concern

As at 31st March 2021, the Company has accumulated losses of Rs 5568.19 lakh ( PY Rs 5404.52 lakh) Current liabilities amounting to Rs 4659.92 lakh (PY Rs 4724.47 lakh) and equity share capital of Rs 390 lakh (PY Rs 390 lakh) Permission to sell its leasehold rights in land from concerned Authorities was effective upto 31st December 2019. The Company has prepared a robust long-term business plan driven by upcoming new business projects including but not limited to development of facility area, the economic benefit of which will start accruing to the Company in the ensuing years. Management is confident of achieving the business plan targets. The Company has prepared cash flow statement for the next 12 months and is hopeful of obtaining permission from the Authorities for the sales of its leasehold rights in Plots. Accordingly, these financial statements have been prepared using the going concern assumption.

43 Previous year figures have been regrouped, rearranged or reclassified where ever necessary.

44 Information regarding Goods Traded

44.1 Description : Leasehold Plot Rights

(Rs. in ‘000)

44.2	Particulars	Year Ended 31-03-2021	Year Ended 31-03-2021	Year Ended 31-03-2020	Year Ended 31-03-2020
		**Qty (in Sqm) **	Amount	Qty (in Sqm)	Amount
	OpeningBalance*	1,44,988	60,054	1,60,170	65,341
	Purchase	-	-	-	-
	Sales	-	-	15,182	1,59,867
	ClosingBalance*	1,44,988	60,054	1,44,988	60,054

• Excluding utility area of 13,577.53 Sqm.

45 Expected Credit Loss

For recognition of impairment loss on trade receivable and other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12-month ECL.

46 Risk Management Framework

The Company’s business is subject to various risk and uncertainties including financial risks. The Company’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, market risk, interest rate risk, and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers. The Company has in place

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risk management processes in line with the Company’s policy. Each significant risk has a designated ‘owner’ within the Company at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated.

46.1 Financial Risk

The Company’s principal financial liabilities comprise of trade payables, borrowings and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include cash, fixed deposits, interest accrued on fixed deposits and loan advanced that derive directly from its operations.

The Company is exposed to primarily credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by Finance department that advises on financial risks and the appropriate financial risk governance framework for the Company. The Finance department provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below.

46.2 Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The below table summarized the maturity profiles of the Companies financial liabilities based on the contractual undiscounted payments.

46.3 Maturity profile of financial Liabilities

The table below summarizes the maturity profile of the company’s financial liabilities based on contractual undiscounted payments.

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(Rs. in ‘000)
Particular Less than 1 to 5 More than 5 Total
1 Year Years years
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Particular	Less than 1 Year	1 to 5 Years	More than 5 years	Total
March 31, 2021
Borrowings	17,915	-	-	17,915
Trade payables	10,761	-	-	10,761
Other fnancial liabilities	-	21,642	-	21,642
	28,676	21,642	-	50,318
March 31, 2020				-
Borrowings	17,915	-	-	17,915
Trade payables	7,652	-	-	7,652
Other fnancial liabilities	-	21,642	-	21,642
	25,567	21,642	-	47,209

46.4 Market Risk

The Management does not envisage any major risks associated with pricing of its goods, since the same has already been fixed.

46.5 Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument fluctuates because of changes in prevailing market interest rates. The Company has no exposure to the risk due to the fact that it does not have any interest bearing borrowing at the year end. The Company constantly monitors the credit markets and revisits its financing strategies to achieve an optimal maturity profile and financing cost.

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	SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED	SWADESHI POLYTEX LIMITED
	(Rs. in ‘000)
Particulars	As At March 31, 2021		As At March 31, 2020
	Fixed Rate Borrowings	Floating Rate Borrowings	Fixed Rate Borrowings	Floating Rate Borrowings
Inter Corporate Deposits	-	-	-	-
Interest Rate Sensitivities for Floating Rate Borrowings:
Since there are no borrowings availed by the company on foating rate, therefore there is no requirement for calculating the interest rate sensitivity.

46.6 Foreign Exchange Risk

Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company has no exposure to foreign exchange risk.

46.7 Equity Price Risk

The Company doesn’t have any Investment in equity. Therefore, the Company is not exposed to equity price risk arising from Equity Investments.

46.8 Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is not exposed to any credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

46.9 Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, if any, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt.

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(Rs. in ‘000)
46.9.1 Particular As at As at
March 31, 2021 March 31, 2020
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	Particular	As at March 31, 2021	As at March 31, 2020
	Short term Borrowings	17,915	17,915
	Net debts	17,915	17,915
	Capital components
	Share capital	39,000	39,000
	Reserves and surplus	(3,78,774)	(3,62,407)
	Total capital	(3,39,774)	(3,23,407)
	Capital and net debt	(3,21,859)	(3,05,492)
	Gearing ratio(%)	-6%	-6%

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the lenders to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing during the period when they availed facilities from bank and others.

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47 Fair value measurement

47.1 Valuation Principles

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as explained in Note below

47.2 Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade receivables, trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined using basis. Similarly, unquoted equity instruments where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1 and Level 2 during the year.

47.3 Categories of financial instruments and fair value thereof:

(Rs. in ‘000)

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Particulars March 31, 2021 March 31, 2020
Carrying Fair Carrying Fair
Amount Value Amount Value
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Particulars	March 31, 2021	March 31, 2021	March 31, 2020	March 31, 2020
	Carrying Amount	Fair Value	Carrying Amount	Fair Value
A. Financial Assets -Measured at Amortised Cost
Cash and cash equivalents	9,441	9,441	29,902	29,902
Loans	5,149	5,149	5,121	5,121
Other Financial assets	4	4	114	114
Total	14,594	14,594	35,137	35,137
B. Financial Liabilities- Measured at Amortised Cost
Trade Payables	10,761	10,761	7,652	7,652
Borrowings	17,915	17,915	17,915	17,915
Other fnancial liabilities	21,642	21,642	21,642	21,642
Total	50,318	50,318	47,209	47,209

51[st] Annual Report 2020-2021

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SWADESHI POLYTEX LIMITED

The management assessed that cash and cash equivalents and bank balances, other financial assets, trade payables, borrowings and other current liabilities is considered to be equal to the carrying amounts of these items largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities and borrowings subsequently measured at amortized cost is not significant in each of the year presented.

47.4 The disclosures of fair value measurement hierarchy for assets and liabilities as at 31st March, 2021

(Rs. in ‘000)

Particulars	Total	Fair value measurement using	Fair value measurement using	Fair value measurement using
	(Carrying Value)	Quoted prices in active markets	Signifcant observable inputs	Signifcant unobservable inputs
		(Level 1)	(Level 2)	(Level 3)
A. Financial Assets -Measured at Amortized Cost
Cash and cash equivalents	9,441	-	-	9,441
Loans	5,149	-	-	5,149
Other Financial assets	4	-	-	4
Total	14,594	-	-	14,594
B. Financial Liabilities- Measured at Amortized Cost
Trade Payables	10,761	-	-	10,761
Borrowings	17,915	-	-	17,915
Other fnancial liabilities	21,642	-	-	21,642
Total	50,318	-	-	50,318

• 47.5 The disclosures of fair value measurement hierarchy for assets and liabilities as at 31st March, 2020

(Rs. in ‘000)

Particulars	Total	Fair value measurement using	Fair value measurement using	Fair value measurement using
	(Carrying Value)	Quoted prices in active markets	Signifcant observable inputs	Signifcant unobservable inputs
		(Level 1)	(Level 2)	(Level 3)
A. Financial Assets - Measured at Amortised Cost
Cash and cash equivalents	29,902	-	-	29,902
Loans	5,121	-	-	5,121
Other Financial assets	114	-	-	114
Total	35,137	-	-	35,137
B. Financial Liabilities - Measured at Amortised Cost
Trade Payables	7,652	-	-	7,652
Borrowings	17,915	-	-	17,915
Other fnancial liabilities	21,642	-	-	21,642
Total	47,209	-	-	47,209

51[st] Annual Report 2020-2021

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SWADESHI POLYTEX LIMITED

48 Recent Pronouncements

The Ministry of Corporate Affairs (“MCA”) through a notification dated March 24, 2021, has amended Division II of Schedule III of the Companies Act, 2013 w.e.f. April 1, 2021. The Company will assess and implement the amendments to Division II in FY 2021-22, as applicable.

51[st] Annual Report 2020-2021

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if undelivered, please return to: SWADESHI POLYTEX LIMITED CIN: L25209UP1970PLC003320 Regd. Office : New Kavi Nagar Industrial Area Ghaziabad - 201002 (UP)