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Directors Report of Gini Silk Mills Ltd.

Mar 31, 2016

DIRECTOR REPORT

To,

The Members of GINI SILK MILLS LIMITED

The Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the stand alone financial statements of the Company.

(Rs. in lacs)

Sr. No.

Particulars

2015-2016

2014-2015

1

REVENUE

Net Sales/ Income from operation

4075.40

4012.11

Other Income

149.82

242.38

Total

4225.22

4254.49

2

LESS: EXPENDITURE

Employee Benefit Expenses

391.45

346.40

Financial Cost

147.46

44.93

Depreciation

92.00

40.06

Other Expenses

3265.06

3429.12

Total

3895.96

3860.51

3

Profit Before Tax

329.26

393.98

4

Provision for Taxation

i) Current Tax

65.00

81.00

ii) Deferred Tax

81.05

70.03

iii) Earlier years Tax

2.77

(0.08)

5

Profit After Tax

180.44

243.03

6

Balance carried from previous year

2256.33

2026.68

7

Amount Available for Appropriation

2436.77

2269.71

8

Appropriations:

Interim Dividend

27.96

Proposed Dividend

27.96

Dividend Distribution Tax

5.72

5.72

Prior Period Items

(31.65)

Depreciation as per schedule of Companies Act, 2013

11.35

9

Balance carried to Balance Sheet

2403.09

2256.33

Total

2436.77

2269.71

Basic/ Diluted Earnings per Equity Shares

3.23

4.35

2. DIVIDEND:

The Board, in its meeting held on March 07, 2016, declared an interim dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5 % of face value) aggregating Rs. 27,96,300 (excluding dividend distribution tax as applicable).

The Board does not recommend final dividend for the financial year ended on 31.03.2016.

3. RESERVES:

No amount out of current year’s profits was transferred to the Reserves and Surplus.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. OPERATIONS:

Our Revenue from operations during the period under review has increased to Rs.4075.40 Lacs from Rs. 4012.11 Lacs in the previous year, i.e. an increase of 1.58% in the financial year 2015-16.

During the period under review the profit after tax (PAT) stood at 180.44 Lacs (Previous Year Rs. 243.03 Lacs). There is a decrease of 25.75 % in net profit after tax as compared to previous year. The performance for the coming years is expected to improve upon from the last year if right macroeconomic indicators are achieved in future.

6. DIRECTORSCRESPONSIBILITY STATEMENT:

The Directors’ confirm that—

(a) in the preparation of the annual accounts, 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 annual accounts 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 and

(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.

7. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:

During the year under review, there were no changes in the constitution of the Board.

8. (1) PARTICULARS OF EMPLOYEES:

Sr. No

Particulars

Remarks

1.

The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

a) Mr. Vishwanath Harlalka, Chairman -10.68:1

b) Mr. Deepak Harlalka, Managing Director -10.68:1

2.

The percentage increase in the remuneration

of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

a) Mr. Vishwanath Harlalka - Nil

b) Mr. Deepak Harlalka - Nil

3.

The percentage increase in the median remuneration of employees in the financial year

10.50%

4.

The number of permanent employees on the rolls of Company

134

5.

The explanation on the relationship between average increase in remuneration and the Company performance

The average increase is based on the objectives of Remuneration policy of the Company that is designed to attract, motive and retain the employees who are the drivers of organization success and helps the Company to retain its industry competitiveness. Pay mix is designed to reflect the performance as is aligned to the long term interest of the shareholders.

6.

Comparison of the remuneration of the Key Managerial Personnel Against the performance of the Company

Remuneration of KMP for FY 2015-16: 50.61 PAT of the Company : 180.44 Remuneration to PAT%: 28.05

7.

Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company

Name of the KMP

Remuneration of KMP for the FY 2015-16 (Rs. In lacs)

PAT of the Company (Rs. In lacs)

Remuneration to PAT%

Mr. Vishwanath Harlalka

24.00

180.44

13.30

Mr. Deepak Harlalka

26.61

180.44

14.75

8.

Variations in the market capitalization of the Company, price earnings ratio as the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

FY 2015-2016

FY 2014 2015

Variation

Market Capitalization (in. lacs)

17051.84 (Rs. In lacs)

2849.43 (Rs. in Lacs)

14202.41 (Rs. in Lacs)

Price Earnings Ratio

94.39

11.71

82.68

9.

Average percentile increase already made in the salaries of employees other than 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.

The average % managerial increase has been Nil while for others it is about 10.50%. This is based on Remuneration policy of the Company that rewards people differentially based on their contribution to the success of the Company and also ensures that external market competitiveness and internal relativities are taken care of.

10.

The key parameters for any variable component of remuneration availed by the directors.

The key parameters are (a) Net Sales (b) PAT (c) EBIDTA (d) Net

operating cash flow from business

11.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid Director during the year.

None

12.

Affirmation that the remuneration is as per the remuneration policy of the Company.

It is hereby affirmed that the remuneration is as per the Remuneration policy of the Company

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Managing Director or Whole time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Sr. no

Particulars

No. of meetings held

1.

Board meetings

Six

2.

Audit Committee meetings

Six

3.

Nomination and Remuneration Committee meeting

Two

4.

Stakeholders relationships Committee

One

5.

Independent Directors Meeting

One

10. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board is functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. DECLARATION BY AN INDEPENDENT DIRECTOR:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The remuneration policy is also uploaded on the website www.ginitex.com

13. AUDITORS:

The Auditors M/s. Vatsaraj & Co. Chartered Accountants, (FRN No.11327W) Mumbai, will retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of One year from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The report given by the auditors on the financial statement of the Company is a part of the annual report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

14. SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however the Company has initiated necessary steps to comply with various non-compliances as mentioned under the Secretarial Audit Report.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company at www.ginitex.com

16. COMPOSITION OF AUDIT COMMITTEE:

Composition of Audit Committee as on March 31, 2016 as required under section 177(8) of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Mr. Ramprasad Poddar- Chairman

2. Mr. Pankajkumar Agarwal - Member

3. Mr. Suresh Gaggar- Member

17. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. The Company is reviewing its Risk perception from time to time taking into accounts overall business environment affecting/ threatening the existence of the Company. Presently management is of the opinion that such existence of risk is minimal.

19. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place adequate internal financial controls. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the period under review, Company has given loans to the following parties:

Sr. No.

Name

Amount (Rs.)

1.

D. S. Kulkarni Developers Limited

Rs. 56 Lakhs

2.

Mukand Limited

Rs.100 Lakhs

Company has also made the investment in Tarapur Environment Protection Society by paying application money of Rs. 17,04,534 for allotment of Shares.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contracts or arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm is length transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure 2.

23. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee under the Act, for implementation of said policy.

The following is a summary of sexual harassment complaint received or dispose of during the year 2015-16.

- No. of Complaint received: NIL

- No. of Complaint disposed off: NIL.

25. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO

A) CONSERVATION OF ENERGY

The Company is operation involves low energy Consumption Nevertheless energy Conservation measures have already been taken wherever possible.

Efforts to conserve and optimize the use energy through improved operational methods and other means will continue.

(FORM-A) (See Rule 2)

Particulars

2015-2016

2014-2015

A)

POWER AND FUEL CONSUMPTION

PURCHASED

Unit (KWH)

3192830

2535900

Total Amount (Rs. In lacs)

242.16

176.94

Rate Der unit (Rs.)

7.58

6.98

OWN GENERATION

Throuah Diesel Generator

Units (KWH)

165282

131795

Units per ltr. Of Diesel oil

24.60

17.16

Cost per unit (Rs.

2.33

3.70

COAL

Quantity (Kgs)

7402049

6557990

Total cost (Rs. In Lacs)

375.62

364.13

Average rate per Kg O

5.07

5.55

GAS

Quantity (Kgs)

44669

29754

Total cost (Rs. In Lacs)

29.47

25.69

Average rate per Kg O

65.96

86.35

DIESEL OIL

Quantity (Ltrs)

7182

7678

Total cost (Rs. In lacs)

3.86

4.88

Average rate Der Ltr (Rs.)

53.71

63.55

B)

CONSUMPTION PER UNIT OF PRODUCTION ENERGY

Electricity (KWH)

0.13

0.13

Coal (Kgs)

0.30

0.33

B) TECHNOLOGY AND TECHNICAL ABSORPTION AND ADOPTION

1) TECHNOLOGY ABSORPTION:

The Company is present manufacturing activities are such that the same do not require any specialized Technology as in India, technical know-how for Textile Industries has been standardized and is being used in the Industry. Besides, the Promoters of the Company are engaged in Textile business since last 3 decades and the business is inherited. In view of the above, the question of technical absorption and adaptation does not arise.

2) RESEARCH & DEVELOPMENT:

At present the Company does not have separate division for carrying out Research and Development work. No expenditure has therefore been earmarked for this activity.

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

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYIS OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and Company is operations in future.

27. LISTING AGREEMENT WITH THE STOCK EXCHANGES:

The Company has entered into the Uniform Listing Agreement as per SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company is Shares are listed.

28. ACKNOWLEDGEMENT:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the Company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board

413, Tantia Jogani Industrial Estate Premises, GINI SILK MILLS LIMITED

Opp. Kasturba Hospital, J. R. Boricha Marg,

Lower Parel (East), Mumbai-400011

Date: May 30, 2016 Vishwanath Harlalka

Place: Mumbai Chairman


Mar 31, 2015

The Members of GINI SILK MILLS LIMITED

The Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2015.

1. Financial Highlights:

The Board's Report is prepared based on the stand alone financial statements of the company.

(Rs in lacs) Particulars 2014-2015 2013-2014

REVENUE

1. Net Sales/ Income from operation 4012.11 3489.53

Other Income 242.38 218.82

Total 4254.49 3708.35

LESS: EXPENDITURE

2. Employee Benefit Expenses

Financial Cost 346.40 321.53

Depreciation 44.93 5.63

Other Expenses 40.06 45.97

3429.12 3057.43

Total 3860.51 3430.56

3. Profit Before Tax 393.98 277.79

4. Provision for Taxation

i) Current Tax 81.00 85.00

ii) Deferred Tax 70.03 5.30

iii) Earlier years Tax (0.08) 13.47

5. Profit After Tax 243.03 174.02

6. Balance carried from previous year 2026.68 1885.37

7. Amount Available for Appropriation 2269.71 2059.39

8. APPROPRIATIONS:

Proposed Dividend 27.96 27.96

Dividend Distribution Tax 5.72 4.75

Prior Period Items (31.65) -

Depreciation as per schedule II OF Companies Act,2013 11.35 -

9. Balance carried to Balance Sheet 2256.33 2026.68

Total 2269.71 2059.39

Basic/Diluted Earning per Equity Shares 4.35 3.11

2. Dividend:

We are pleased to announce that the Board of Directors have recommended dividend of Rs. 0.50 per equity share of Rs. 10/- each (i.e. 5 % of face value) aggregating Rs. 27,96,300 (excluding dividend distribution tax as applicable) for the year ended on 31st March, 2015.

3. Reserves:

No amount out of current year's Profits was transferred to the General Reserves.

4. Extract Of Annual Return:

The details forming part of the extract of the Annual Report in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies( Management and Administration ) Rules, 2014, are included in this Report as Annexure-1 and forms an integral part of this report.

5. Operations:

During the period under review the profit after tax (PAT) stood at 243.03 Lacs (Previous Year Rs. 174.02 Lacs), there was an increase of 28.39 % as compared to last financial year. The performance for the coming years is expected to improve upon from the last year if right macroeconomic indicators are achieved in future.

6. Directors' Responsibility Statement:

The Directors' confirm that:

(a) in the preparation of the annual accounts, 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 Annual Accounts 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 and

(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.

7. Directors or Key Managerial Personnel Appointments / Resignations during the year

- The following Independent Directors were appointed during the financial year 2014-2015:

1. Mr. Ramprasad Poddar (DIN: 00163950)

2. Mr. Suresh Gaggar (DIN: 00599561).

3. Mr. Pankajkumar Agarwal (DIN: 01115660).

- Mrs. Anjali Harlalka (DIN: 07141513) was appointed as Woman Director of the Company, in terms of provisions of Section 149(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement.

- The following Directors resigned during the financial year 2014-2015:

1. Mr. Rajendra Kumar Rajgahia (DIN: 00141766)

2. Mr. Dinesh Ramprasad Poddar (DIN: 00164182)

8. (1) Particulars of Employees:

(2) Particulars of employees drawing remuneration in excess of limits prescribed under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum if employed throughout the financial year or Rupees 5 Lacs per month if employed for part of the financial year or draws remuneration in excess of Executive Chairman or Whole time Director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

9. Number of Meetings of Board during the year

Sr. no Particulars No. of meetings held

Board meetings Six

1. Audit Committee meetings Four

2. Nomination and Remuneration Committee meeting One

3. Risk Management Committee meeting One

4. Stakeholders relationships Committee One

5. Independent Directors Meeting One

10. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration, Risk Management and Stakeholders Relationship Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

11. Declaration by an Independent Directors:

Declarations by the Independent Directors, that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company.

12. Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration policy is also uploaded on the website www.ginitex.com.

13. Auditor:

The Auditors M/s. Vatsaraj & Co. Chartered Accountants, (FRN No.11327W) Mumbai, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of One year from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

The report given by the auditors on the financial statement of the Company is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the auditors in their report.

14. Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sandeep Dar and Co., Practicing Company Secretary has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3 to this report. The report is self-explanatory however, the Company has initiated necessary steps to comply with non-compliances as mentioned under the Secretarial Audit Report as per the provisions of the Companies Act, 2013 and the Listing Agreement.

15. Vigil Mechanism:

Pursuant to the provisions of sub-section (9) and (10) of Section 177 of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.ginitex.com

16. Composition of Audit Committee:

Composition of Audit Committee as required under section 177(8) of the Companies Act, 2013.

The Composition of Audit Committee is as follows:

1. Mr. Ramprasad Poddar- Chairman

2. Mr. Pankajkumar Agarwal - Member

3. Mr. Suresh Gaggar- Member

17. There were no material changes and commitments, which adversely affects the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

18. The Risk management Policy has been uploaded on the website of the Company at www.ginitex.com There were no risk identified which would threaten the existence of the Company during the year under review.

19. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. Deposits:

The Company has not accepted any deposits during the year.

21. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013:

Details of Loan and Investments covered under the provision of Section 186 of the Companies Act, 2013 are given in the notes of the Financial Statements.

22. Particulars of contracts or arrangements with Related Parties:

The particulars of every contracts or 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 transactions under third proviso thereto is disclosed in Form No. AOC-2 which is enclosed as Annexure 2.

23. Corporate Governance:

Your Company believes that Corporate Governance is a code of self discipline. In the line with this policy, the Board of Directors strongly believes that it is very important that the Company follows healthy Corporate Governance practices and reports to the shareholders the progress made on the various measures undertaken. The Corporate Governance Certificate from Statutory Auditor regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with this report.

24. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaints Committee under the Act, for implementation of said policy.

The following is a summary of sexual harassment complaint received or dispose of during the year 2014-15.

- No. of Complaint received: NIL

- No. of Complaint disposed off: NIL.

25. Details of Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A) CONSERVATION OF ENERGY

The Company's operation involves low energy Consumption Nevertheless energy Conservation measures have already been taken wherever possible.

Efforts to conserve and optimize the use energy through improved operational methods and other means will continue.

(FORM - A) (See Rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A) POWER AND FUEL CONSUMPTION 2014-2015 2013-2014

PURCHASED

Unit (KWH) 2535900 2637458

Total Amount (Rs In lacs) 176.94 179.62

Rate per unit ( Rs 6.98 6.81

OWN GENERATION Through Diesel Generator

Units (KWH) 34115 31196

Units per Itr. Of Diesel oil 4.44 4.40

Cost per unit (Rs) 14.30 13.71

COAL

Quantity (Kgs) 6557990 6888025

Total cost ( Rs In Lacs) 364.13 354.35

Average rate per Kg (Rs) 5.55 5.14 GAS

Quantity (Kgs) 29754 31312

Total cost ( Rs In Lacs) 25.69 30.03

Average rate per Kg (Rs) 86.35 95.91

DIESEL OIL

Quantity (Ltrs) 7678 7554

Total cost ( Rs In lacs) 4.88 4.28

Average rate per Ltr (Rs) 63.55 56.56

B CONSUMPTION PER UNIT OF PRODUCTION ENERGY

Electricity (KWH) 0.13 0.13

Coal (Kgs) 0.33 0.34

TECHNOLOGY AND TECHNICAL ABSORPTION AND ADOPTION

1) TECHNOLOGY ABSORPTION:

The Company's present manufacturing activities are such that the same do not require any specialized Technology as in India, technical know-how for Textile Industries has been standardized and is being used in the Industry. Besides, the Promoters of the Company are engaged in Textile business since last 3 decades and the business is inherited. In view of the above, the question of technical absorption and adaptation does not arise.

2) RESEARCH & DEVELOPMENT:

At present the company does not have separate division for carrying out Research and Development work. No expenditure has therefore been earmarked for this activity.

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

26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

No significant or material orders were passed by the regulators or courts or Tribunals which impact the going concern status and company's operations in future.

27. Listing Agreement with the Stock Exchanges:

Your Company continues to be listed on the Bombay Stock Exchange Limited, Mumbai where the company's shares are being traded. The Company confirms that it has paid the Annual Listing Fees for the year 2014-2015 to BSE where the Company's Shares are listed.

28. Acknowledgement:

We record our gratitude to the Banks and others for their assistance and co-operation during the year. We also wish to place on record our appreciation for the dedicated services of the employees of the company. We are equally thankful to our esteemed investors for their co-operation extended to and confidence reposed in the management.

Registered Office: By Order of the Board 413, Tantia Jogani Industrial GINI SILK MILLS LIMITED Estate Premises, Opp. Kasturba Hospital, J. R. Boricha Marg, Lower Parel (East), Mumbai-400011 Vishwanath Harlalka Place: Mumbai Chairman Date : May 28, 2015


Mar 31, 2014

THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Forth Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars 2013-2014 2012-2013 (Rs.) (Rs.) REVENUE

Net Sales/Income from operations 3489.53 3247.03

Other Income 218.82 206.98

Total 3708.35 3454.00

Less : Expenses

Employee Beneft Expenses 321.53 311.08

Financial Cost 5.63 18.47

Depreciation 45.97 47.23

Other Expenses 3057.43 2841.42

Total 3430.56 3218.20

Proft before Tax 277.79 235.80

Less: Tax Expenses

Current Taxation 85.00 73.00

Deferred Tax 5.30 (3.34)

Excess/ Short provision for Tax in respect of earlier Year 13.47 (0.02)

Net Proft after Tax 174.02 166.16

Add : Balance brought forward 1885.37 1751.71

Proft available for appropriation 2059.39 1917.87

APPROPRIATIONS

Proposed Dividend 27.96 27.96

Distribution Tax 4.75 4.54

Proft Carried to Balance Sheet 2026.68 1885.37

Total 2059.39 1917.87

Basic/Diluted Earning per equity shares 3.11 2.97

DIVIDEND

For the year under review, your Directors have recommend a dividend of Rs. 0.50 per share (Rs. 0.50 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 27,96,300/-. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

DIRECTORS:

Mr. Rajendra Kumar Rajgarhia, Director of the company is liable to retire by rotation and being eligible, offers himself for re- appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor''s Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confrmation from M/s. Vatsaraj & Co. that their appointment, if made, would be in conformity with the limits specifed in the said Section.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effuent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fre protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fxtures against possible risks like fre, food, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial throughout the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company''s Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED,

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistently and made judgment 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 fnancial year covered under this report and of the proft of the Company for the year.

(iii) The directors have taken proper and suffcient 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confdence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai VSIHWANTH HARLALKA Date: 27 /05/2014 (Executive Chairman)

Registered Office: 413, Tantia Jogani Industrial Premises J. R. Boricha Marg, Lower Parel (East), Mumbai - 400 011


Mar 31, 2013

TO THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Third Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs.In Lacs)

Particulars 2012-2013 2011-2012

Revenue

Net Sales/Income from operations 3247.03 3283.81

Other Income 206.98 205.24

Total 3454.00 3489.05

Less : Expenses

Employee Benefit Expenses 31108 272.24

Financial Cost 18.47 16.52

Depreciation 47.23 45.46

Other Expenses 2841.42 2881.82

Total 3218.20 3216.04

Profit before Tax 235.80 273.01

Less : Tax Expenses

Current Taxation 73.00 75.00

Deferred Tax (3.34) (0.59)

Excess/ Short provision for earlier Year (0.02) -

Net Profit after Tax 166.16 198.60

Add : Balance brought forward 1751.71 1585.61

Profit available for appropriation 1917.87 1784.21

APPROPRIATIONS

Proposed Dividend 27.96 27.96

Distribution Tax 4.54 4.54

Profit Carried to Balance Sheet 1885.37 1751.71

Total 1917.87 1784.21

Basic and diluted EPS (Rs.) 2.97 3.55

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs. 0.50 per share ( Rs. 0.50 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 27,96,300/-

DIRECTORS:

Mr, Dinesh Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor''s Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion'' of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant opera- tions. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company''s Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED,

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,

1956.

The Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper ex- planation relating to material departures;

(ii) the directors had selected such accounting polices and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the directors have 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.

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date: 25/05/2013 VISHWANATH HARLALKA

(Executive Chairman)


Mar 31, 2012

TO THE MEMBERS OF GINI SILK MILLS LIMITED

The Directors are pleased to present their Thirty Second Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs In Lacs)

Particulars 2011-2012 2010-2011

Revenue

Net Sales/Income from operations 3283.81 3581.53

Other Income 205.24 183.66

Totai 3489.05 3765.19 Less: Expenses

Employee Benefit Expenses 272.24 230.60

Financial Cost 16.52 5.23

Depreciation 45.46 45.90

Other Expenses 2881:82 2945.36

Total 3216.04 3227.09

Profit before Tax 273.01 538.10 Less: Tax Expenses

Current Taxation 75.00 140.00

Deferred Tax (0.59) 0.62

Excess/Short provision for Tax in respect of earlier Year - 0.12

Net Profit after Tax 198.60 397.36

Add: Balance brought forward 1585.61 1236.92

Profit available for appropriation 1784.21 1634.28

APPROPRIATIONS

Proposed Dividend 27.96 41.94

Distribution Tax 4.54 6.97

Profit Carried to Balance Sheet 1751.71 1585.61

Total 1784.27 1634.28

Basic and diluted EPS (Rs) 3.55 7.11

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs 0.50 per share ( Rs 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs 27,96,300/- '

DIRECTORS

Mr. Ramprasad Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re- appointment. *

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor's Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE '

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake, i)

INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial throughout the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) pf the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES .

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED, Mumbai.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1356.

The Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the directors have 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

(iv) the directors have prepared the annual accounts on a going concern basis.

APPRECIATION: -

Your Directors would like to. place, on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai

Date: 05/07/2012

VISHWANATH HARLALKA

(Executive Chairman)


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Thirty First Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

Corporate overview

The Company prepares its financial statements in compliance with the requirements of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTIULARS 2010-2011 2009-2010 Rs. Rs. Net Sales/Income from 3581.19 3373.36 operations Other Income 184.00 349.97 3765.19 3723.33

Profit (before interest, 589.24 686.65 depreciation and taxation)

Interest 5.23 15.20

Depreciation 45.90 46.37 Provision for

Current Taxation 140.00 125.00

Deferred Tax 0.62 2.23

Net Profit after Tax 397.49 497.85

Add: Balance brought forward 1236.92 781.59 From Previous year

Excess/Short provision for Tax in 0.12 6.62

respect of earlier Year

Profit available for 1634.52 1286.06 appropriation

APPROPRIATIONS

Proposed Dividend 41.94 41.94

Distribution Tax 6.97 7.20

Profit Carried to Balance Sheet 1585.61 1236.92

Total 1634.52 1286.06

DIVIDEND

For the year under review, the Directors have recommend a dividend of Rs. 0.75 per share ( Rs. 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 41,94,450/-

DIRECTORS:

Mr. R. K. Rajgarhia, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting polices and applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year.

(iii) the Directors have 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.

(iv) the Directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditor's Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year.

PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED.

APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

For and on behalf of the board

vishwanath harlalka Executive Chairman

Place: Mumbai Date : 25/07/2011


Mar 31, 2010

The Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

CORPORATE OVERVIEW

The Company prepares its financial statements in compliance with the requirements of the Companies Act 1956, and the Generally Accepted Accounting Principles (GAAP) in india. Overall the financial statements have been prepared on the historical cost basis.

(Rs. In Lacs)

FINANCIAL RESULTS 2009-2010 2008-2009

Rs. Rs.

Net Sales/ Income from operations 3373.36 3158.28

Other Income 363.49 124.91

3736.85 3283.19

Profit (before interest, depreciation and taxation) 686.65 407.86

Interest 15.20 8.66

Depreciation 46.37 42.53

Provision for

Fringe Benefit Tax - 2.60

Current Taxation 125.00 105.00

Deferred Tax 2.23 (0.27)

Net Profit after Tax 497.85 249.34

Add : Balance brought forward 781.59 590.17

From Previous year Excess/ Short provision for Tax in 6.62 (8.85)

respect of earlier Year Profit available for appropriation 1286.06 830.66

APPROPRIATIONS

Proposed Dividend 41.94 41.94

Distribution Tax 7.20 7.13

Profit Carried to Balance Sheet 1236.92 781.59

Total 1286.06 830.66

DIVIDEND

For the year under review, the Directors have recommend a dividend of /Rs. 0.75 per share (Rs. 0.75 per shares for the previous year) on the 5592600 Equity shares amounting to Rs. 41,94,450/-

DIRECTORS:

Mr. Dinesh Poddar, Director of the company is liable to retire by rotation and being eligible, offers himself for re-appointment. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED

UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

The Directors state that-

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting polices and.applied them consistently and made judgment 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 covered under this report and of the profit of the Company for the year

(iii) the directors have 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.

(iv) the directors have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, togetherwith the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, forms part of the Annual Report.

AUDITORS

M/s. Vatsaraj & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to re-appoint them as Auditors of the Company till the conclusion of the next Annual General Meeting.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the year under review within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

PARTICULARS OF EMPLOYEES:

There are no employee drawing remuneration exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 (as amended) and hence no details are required to be annexed to this report.

ENVIRONMENT AND SAFETY MEASURES

i) EFFLUENT CONTROL

Effluent at Process House unit at Tarapur is carefully monitored and treated conforming to the requirements of the State Pollution Control Board.

ii) SAFETY

The Process equipments have built-in safety system and all the employees are well trained for safe working of plant operations. Adequate fire protection system is installed for the safety of men, material and machinery.

iii) INSURANCE

Your Company continued to cover all assets mainly; plant & machinery, building, materials, stocks, furniture & fixtures against possible risks like fire, flood, terrorism and earthquake.

iv) INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review continued to be cordial through out the year. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

Information in accordance with the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Directors) Rules, 1988 regarding conservation of energy technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto forming part of the Report.

LISTING OF SHARES & SECURITIES

The Companys Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED, APPRECIATION:

Your Directors would like to place on record their appreciation for the co-operation and assistance received from the banks, for the utmost confidence reposed in the management by the shareholders and customers during the year under review. Your Directors wish to thank for the services of the executive, staff and workers of the Company at all levels for their dedication, devotion, determination and discipline. The Directors express their profound thanks to the shareholders for their continued support and goodwill and they look forward to the future with confidence.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai VISHWANATH HARLALKA

Date : 19/08/2010 Executive Chairman

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