DIRECTOR'S REPORT To, The Members of GINI SILK MILLS LIMITED Your 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. . 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) 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 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 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. 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: 413, Tantia Jogani Industrial Estate Premises, Opp. Kasturba Hospital, J. R. Boricha Marg, Lower Parel (East), Mumbai-400011 By Order of the Board GINI SILK MILLS LIMITED Vishwanath Harlalka Chairman Date : May 28, 2015 Place: Mumbai |