Mar 31, 2018
The Directors have pleasure in presenting their 38th Annual Report on the business and operations of the Company and Audited Statement of Accounts for the year ended 31st March, 2018.
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 |
2017-2018 |
2016-2017 |
1. |
revenue Net Sales/ Income from operation |
3942.55 |
3911.61 |
Other Income |
170.55 |
213.23 |
|
Total |
4113.10 |
4124.84 |
|
2. |
LESS: EXPENDITURE Cost of Materials Consumed |
1306.15 |
1595.55 |
Purchases of Traded Goods |
197.17 |
186.17 |
|
(Increase)/ decrease in inventories of finished goods and Stock in Process |
116.05 |
12.32 |
|
Employee Benefit Expenses |
408.96 |
368.89 |
|
Financial Cost |
89.92 |
148.08 |
|
Depreciation and Amortization Expense |
97.60 |
96.80 |
|
Other Expenses |
1610.31 |
1412.97 |
|
Total |
3826.16 |
3820.78 |
|
3. |
Profit Before Tax |
286.94 |
304.06 |
4. |
Provision for Taxation i) Current Tax |
75.88 |
81.60 |
ii) Deferred Tax |
(3.61) |
10.23 |
|
iii) (Excess)/ Short provisions written back of earlier years |
- |
(25.79) |
|
5. |
Profit After Tax |
241.67 |
238.02 |
6. |
Balance carried from previous year |
2653.35 |
2403.08 |
7. |
Amount Available for Appropriation |
2868.02 |
2649.13 |
8. |
Appropriations: Interim Dividend |
||
Proposed Dividend |
- |
- |
|
Dividend Distribution Tax |
27.96 |
- |
|
Prior Period Items |
5.69 |
- |
|
Depreciation as per schedule II of Companies Act, 2013 |
- |
4.22 |
|
9. |
Balance carried to Balance Sheet |
2834.37 |
2653.35 |
Basic/ Diluted Earnings per Equity Shares |
3.84 |
4.32 |
2. DIVIDEND:
We are pleased to announce that the Board of Directors has recommended Re. 0.50/- per Equity Share of Rs. 10/- each (i. e. 5% of face value) aggregating to Rs. 27,96,300 (excluding Dividend Distribution Tax as applicable) for the year ended on March 31, 2018.
3. RESERVES:
No amount out of current year''s profits is transferred to the Reserves and Surplus.
4. OPERATIONS:
Our Revenue from operations during the period under review has increased to Rs. 3942.55 Lacs from Rs. 3911.61 Lacs in the previous year. i. e. a increase of 0.79% in the financial year 2017-18.
During the period under review the profit after tax (PAT) stood at 214.67 Lacs (Previous Year Rs. 238.02 Lacs). There is a decrease of 9.81% 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.
5. DIRECTORSâ RESPONSIBILITY STATEMENT:
The Directors'' confirm thatâ
(a) I n the preparation of the Annual Accounts, the applicable Accounting Sandards 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; and
(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.
6. 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-I and forms an integral part of this report.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract 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''s length transactions under third proviso thereto is disclosed in Form No. AOC-2 as Annexure II.
8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:
During the year under review there were no changes takes place in the Directors or Key Managerial Personnel Appointments / Resignations.
9. (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, Executive Chairman - 09:25:1 b) Mr. Deepak Harlalka, Managing Director - 09:25:1 |
|
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- b) Mr. Deepak Harlalka- Nil |
Nil |
3. |
The percentage decrease in the median Remuneration of Employees in the financial year |
11.66% |
Sr. No. |
Particulars |
Remarks |
4. |
The number of permanent Employees on the rolls of Company |
117 |
5. |
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. |
There has been no increase in the salaries of the Employees other than Managerial personnel in the last financial year. |
6. |
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 One Crore and Two Lakhs per annum if employed throughout the financial year or Rupees Eight Lakh and Fifty Thousand 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.
10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:
Sr. no |
Particulars |
No. of meetings held |
1. |
Board meetings |
Six |
2. |
Audit Committee meetings |
Five |
3. |
Nomination and Remuneration Committee meeting |
One |
4. |
Independent Directors Meeting |
One |
11. FORMAL ANNUAL EVALUATION:
Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance and working of its Committees. The Board''s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, its structure and composition, establishment and delegation of responsibilities to various Committees. Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management of the Company. Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.
12. 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.
13. 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
14. STATUTORY AUDITORS:
At the Annual General Meeting held on August 29, 2017, M/s. Bilimoria Mehta & Co.., Chartered Accountants, (FRN 101490W), Mumbai, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2022.
In accordance with Companies (Amendment) Act 2017, the provision with regard to ratification of appointment of Auditors at every Annual General Meeting prescribed under the first proviso to sub-section (1) of section 139 of the Companies Act, 2013 is omitted from the financial year 2018-19 onwards.
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 remarks or disclaimer given by the auditors in their report.
15. 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 III 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.
16. 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
17. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee as on March 31, 2018 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. Suresh Gaggar - Chairman
2. Mr. Pankajkumar Agarwal - Member
3. Mr. Ruchir Jalan - Member
18. SIGNIFICANT MATERIAL CHANGES:
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.
19. RISK MANAGEMENT:
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.
20. 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.
21. 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.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the period under review, Company has not given any loans to the parties.
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.
A report on Corporate Governance, along with a certificate from the Statutory Auditors on compliance with Corporate Governance norms forms an integral part of this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
I Indudy Structure and Developments
Indian Textile industry is one of the largest in the world with large raw material base and manufacturing strength across the value chain. The uniqueness of the Industry lies in its strength both in the hand woven as well as in the capital intensive mill sector. Traditional sectors like handloom, handicrafts and small scale power-loom units are the biggest source of employment for millions of people in rural and urban area.
The Textile industry contributes to 7% industry output in value terms, 2% of India''s GDP and 15% of the country''s export earnings. With over 45 million people employed directly, the Textile industry is one of the largest sources of employment generation in the country.
II Opportunities and Challenges
1. Shift towards the market of branded ready- made garments is being observed
2. Increase Disposable Income and Purchasing Power of Indian Customer opens New Market.
3. More number of emerging malls and retail industries are providing opportunities to industries segments like handicrafts and apparels
III. Segment-Wise or Product-Wise Performance
In textiles, our product is well very accepted by our customers & we are in the process of increasing our customer portfolio.
IV Outlook
Your Company''s future growth will be driven by multiple growth driver. In the textile space, large opportunities in global textile and clothing markets are driving growth for us. Your Company will focus on its core strengths product segments. Its focus on building marketing & distribution foot-prints shall continue with renewed vigor during the coming year. On the whole, we are seeing new growth opportunities in advanced material division and the segment continues to grow at rapid pace.
V Risk and Concerns
The company has risk management framework which enable it to take certain risks to remain competitive and achieve higher growth and at the same time mitigate other risks to maintain sustainable results.
A key factor in determining a Company''s capacity to create sustainable value is the risk that the Company is willing to take and its ability to manage them effectively. The Company''s Risk Management processes focuses on ensuring that risks are identified on a timely basis and addressed.
Foreseeing the concerns, the Company manages to identify, evaluate, and monitor non-business risks.
VI Internal Control Systems and their Adequacy
The existing internal controls are adequate and commensurate with the nature, size, complexity of the Business and its Processes. During the year the Company has laid down the framework for ensuring adequate internal controls and to ensure its effectiveness, necessary steps were taken by the Company.
VII. Discussion on financial performance with respect to Operational Performance
During the year under review, your company has registered a turnover of 3942.55 Lacs as compared to 3911.61 Lacs in the previous year.
The sales revenue from Processing of Fabric increased from Rs. 1889.72 Lacs to Rs. 2378.69 Lacs during the year under review.
VIII. Material developments in human resources/ individual relations front, including number of people employed
Your Company believes that its employees are one of the most valuable assets of the Company. The employees are deeply committed to the growth of the Company. With the growing requirements of the Company, Company has taken necessary initiatives to ensure not only the retention of the employees but also their growth and development.
The Company also provides various opportunities to the employees to develop their skills to take up higher responsibilities in the organization. Company also uses various communication channels to seek employee''s feedback about the overall working environment and the necessary tools and resources they need to perform at their best potential.
25. 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 2017-18:
- No. of Complaint received: NIL
- No. of Complaint disposed off: NIL.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF COMPANIES (ACCOUNTS) RULES, 2014
A) CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy - Energy conservation continues to receive priority attention at all levels by regular monitoring of all equipments and devices which consume electricity.
(ii) The steps taken by the Company for utilizing alternate sources of energy - Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.
(ii) The capital investment on energy conservation equipments - Since Company is having adequate equipment; no capital investment on energy conservation equipments is made during the year.
B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption - Not Applicable
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable
(iii) I n the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
(a) The details of technology imported - Not Applicable
(b) The year of import - Not Applicable
(c) Whether the technology been fully absorbed - Not Applicable
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - Not Applicable
(iv) The expenditure incurred on Research and 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.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and outgo during the year under review.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.
28. APPRECIATION:
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.
BY ORDER OF THE BOARD
FOR GINI SILK MILLS LIMITED
Vishwanath Harlalka
CHAIRMAN
Registered Office:
413, Tantia Jogani Industrial Estate Premises,
Opp. Kasturba Hospital, J. R. Boricha Marg,
Lower Parel (East), Mumbai-400011
Date: May 28, 2018
Place: Mumbai
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 Boardâs 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 yearâs 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 Directorsâ confirm thatâ
(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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