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Gini Silk Mills Ltd.

BSE: 531744 Sector: Industrials
NSE: N.A. ISIN Code: INE548B01018
BSE LIVE 15:20 | 18 Aug 319.95 13.00
(4.24%)
OPEN

324.90

HIGH

324.95

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290.65

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 324.90
PREVIOUS CLOSE 306.95
VOLUME 202
52-Week high 505.00
52-Week low 251.10
P/E 73.55
Mkt Cap.(Rs cr) 179
Buy Price 291.05
Buy Qty 1.00
Sell Price 319.95
Sell Qty 2.00
OPEN 324.90
CLOSE 306.95
VOLUME 202
52-Week high 505.00
52-Week low 251.10
P/E 73.55
Mkt Cap.(Rs cr) 179
Buy Price 291.05
Buy Qty 1.00
Sell Price 319.95
Sell Qty 2.00

Gini Silk Mills Ltd. (GINISILKMILLS) - Director Report

Company director report

DIRECTOR’S REPORT

To

The Members of GINI SILK MILLS LIMITED

Your Directors have pleasure in presenting their 36th Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31st March 2016.

1. FINANCIAL HIGHLIGHTS:

The Board’s Report is prepared based on the stand alone financial statements ofthe 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 II 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. 2796300(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 andSurplus.

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in form MGT-9 as requiredunder 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-1and forms an integral part of this report.

5. OPERATIONS:

Our Revenue from operations during the period under review has increased to Rs. 4075.40Lacs from Rs. 4012.11 Lacs in the previous year. i.e an increase of 1.58% in the financialyear 2015-16. During the period under review the profit after tax (PAT) stood at 180.44Lacs (Previous Year Rs. 243.03 Lacs). There is a decrease of 25.75 % in net profit aftertax as compared to previous year. The performance for the coming years is expected toimprove 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 hadbeen followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 theCompany and that such internal financial controls are adequate and were operatingeffectively and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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

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 a) to the median remuneration of the employees b) of the Company for the financial year. Mr. Vishwanath Harlalka Chairman -10.68:1 Mr. Deepak Harlalka Managing Director -10.68:1
2. The percentage increase in the remuneration a) of each director Chief Financial Officer Chief b) Executive Officer Company Secretary or Manager if any in the financial year Mr. Vishwanath Harlalka - Nil 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 organisation 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 Capitalisation (in. lacs) 17051.84 2849.43 14202.41
( Rs. In lacs) ( Rs. in Lacs) ( Rs. in Lacs)
Price Earning 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 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 justification thereof and point out if there arecare of.
10. The key parameters for any variable component of remuneration availed by the directors. 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. as per 12. Affirmation the remuneration policy of the Company. The key parameters are (a) Net Sales (b) PAT (c) EBIDTA (d) Net operating cash flow from business None 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 underSection 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

There are no employees drawing remuneration exceeding Rupees 60 Lacs per annum ifemployed throughout the financial year or Rupees 5 Lacs per month if employed for part ofthe financial year or draws remuneration in excess of Managing Director or Whole timeDirector or Manager and holds by himself or along with his spouse and dependent childrennot 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
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 theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit Nomination and Remuneration andStakeholders Relationship Committees. A structured questionnaire was prepared after takinginto consideration inputs received from the Directors covering various aspects of theBoard’s functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgement safeguarding the interestof the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and the Non Independent Directors was carried out by the IndependentDirectors. 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 independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has beenreceived by the Company.

12. REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration 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) Mumbaiwill retire at the ensuing Annual General Meeting and being eligible; offer themselvesfor reappointment for a period of One year from the conclusion of this Annual GeneralMeeting till the conclusion of next Annual General Meeting.

The report given by the auditors on the financial statement of the Company is a part ofthe annual report. There no qualification reservation adverse remark or disclaimer givenby 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 SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 3to this report. The report is self-explanatory however the Company has initiated necessarysteps to comply with various non-compliances as mentioned under the Secretarial AuditReport.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle 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) ofthe Companies Act 2013 read with Regulation 18 of SEBI (Listing Obligations andDisclosure 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 thefinancial position of the Company which have occurred between the end of the financialyear 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 intoaccounts 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 THEFINANCIAL STATEMENTS.

The Company has in place adequate internal financial controls. During the year suchcontrols were tested and no reportable material weakness in the design or operation wasobserved.

20. DEPOSITS:

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

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT 2013 During the period under review Company has given loans to thefollowing 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 bypaying application money of

Rs. 1704534 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 withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm’s length transactions under third proviso thereto is disclosedin 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 theline with this policy the Board of

Directors strongly believes that it is very important that the Company follows healthyCorporate Governance practices and reports to the shareholders the progress made on thevarious 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 workplaceand has set up Internal Complaints Committee under the Act for implementation of saidpolicy. The following is a summary of sexual harassment complaint received or dispose ofduring the year 2015-16.

• No. of Complaint received: NIL

• No. of Complaint disposed off: NIL.

25. ETAILSOFCONSERVATIONOFENERGYTECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEEARNINGS ANDOUTGO

A) CONSERVATION OF ENERGY

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

Efforts to conserve and optimize the use energy through improved operational methodsand 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 per unit ( Rs. ) 7.58 6.98
OWN GENERATION
Through 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 ( Rs. ) 5.07 5.55
GAS
Quantity (Kgs) 44669 29754
Total cost ( Rs. In Lacs) 29.47 25.69
Average rate per Kg ( Rs. ) 65.96 86.35
DIESEL OIL
Quantity (Ltrs) 7182 7678
Total cost ( Rs. In lacs) 3.86 4.88
Average rate per 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’s present manufacturing activities are such that the same do notrequire any specialized Technology as in India technical know-how for Textile Industrieshas been standardized and is being used in the Industry. Besides the Promoters of theCompany are engaged in Textile business since last 3 decades and the business isinherited. In view of the above the question of technical absorption and adaptation doesnot arise.

2) RESEARCH & DEVELOPMENT:

At present the Company does not have separate division for carrying out Research andDevelopment 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 ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

No significant or material orders were passed by the regulators or courts or Tribunalswhich impact the going concern status and Company’s operations in future.

27. LISTING AGREEMENT WITH THE STOCK EXCHANGES:

The Company has entered into the Uniform Listing Agreement as per SEBI (ListingObligations and Disclosure Requirement) Regulations2015andconfirmsthat it has paid theAnnual Listing Fees for the year 2015-2016 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-operationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors 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