Your Directors have pleasure in presenting their report on the business and operationof your Company together with the Audited Financial
Statements for the year ended March 31 2017.
FINANCIAL HIGHLIGHTS (` in Lacs)
|FINANCIAL RESULTS ||2016 17 ||2015 16 |
|Total Revenue ||77247.13 ||75473.50 |
|Profit before Depreciation Finance Cost & Tax ||8574.14 ||7229.11 |
|Less : Finance Cost ||2770.78 ||3505.46 |
|Less : Depreciation and Amortisation Expenses ||2623.30 ||2877.96 |
|Less: Exceptional Items ||- ||119.10 |
|Profit before Tax ||3180.06 ||726.59 |
|Provision for Tax || || |
|- Current ||719.96 ||155.53 |
|- Deferred ||1353.95 ||279.49 |
|- Mat Credit Entitlement / Tax Adjustment ||(688.46) ||(148.14) |
|Profit after Tax ||1794.61 ||439.71 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 312017 and no amount has been transferred to General
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company's Total Revenue from operation has increasedfrom ` 75474 lacs to ` 77247 lacs and earned Net Profit of` 1795 lacs against Net Profit `440 lacs during immediately preceding of year. The improvement in performance ofthe company during the year under review has been possible due to increase in Revenue fromoperation availability of better margins in spinning business and cost reduction ininterest power and freight costs.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34(3) of SEBI (LODR)Regulations 2015 read with Schedule V of said Regulations forms part of this Board'sreport and is annexed as Annexure A'.
DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES
As per provision of Section 152 of the Companies Act 2013 Shri Saket JaipuriaDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment. Sh. Saket Jaipuria has given his declaration in terms ofSection 164(2) of the Companies Act 2013 to the effect that he is not disqualified frombeing reappointed as a Director of the Company. The Independent Directors namely ShriJoginder Pal Kundra Dr. Har Prasad Bhattacharya Shri Jugal Kishore Bhagat Dr. RameshChandra Vaish Shri Sushil Chandra Tripathi and Smt. Manju Rana have given theirdeclaration of independence in terms of Section 149 of the Companies Act 2013. Onemeeting of the Independent Directors excluding all other Directors and officials of theCompany was held as required under Rule 8 of Schedule IV to the Companies Act 2013 andRegulation 25 of SEBI (LODR) Regulations 2015 wherein they reviewed the performance ofthe Executive Directors of the Company Chairperson of the Company and assessed thequality quantity and timelines of flow of information.
The Board of Directors of the Company at its meeting held on February 8 2017 hasreappointed Shri Shishir Jaipuria as Managing Director of the Company for the period ofthree years w.e.f. 1st April 2017 on remuneration as approved by the Nomination andRemuneration Committee. His appointment is subject to the approval of shareholders at theensuing Annual General Meeting.
The Board of Directors of the Company at its meeting held on May 12 2017 hasreappointed Shri Suresh Singhvi as Director (Finance) & CFO of the Company for theperiod of three years w.e.f. 1st August 2017 on remuneration as approved by theNomination and Remuneration Committee. His appointment is subject to the approval ofshareholders at the ensuing Annual General Meeting.
Shri Rajesh Tripathi Company Secretary resigned w.e.f. 20th February 2017 and ShriBharat Singh has joined as Company Secretary of the Company w.e.f. 21st February 2017.
Shri Ram Ratan Maheshwari Director (Marketing & Business Development) of theCompany resigned from the Board of Directors with effect from 30th April 2017. The Boardplaced on record it appreciation for the outstanding contributions made by Shri Ram RatanMaheshwari during his tenure.
The company has several Committees and the details along with its meeting have beenincluded in the Corporate Governance report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations2015 the annual evaluation has been carried out by the Board of Independent Directors andIndependent Directors reviewed the performance evaluation of the Chairman ExecutiveDirectors and Board as a whole in the manner of evaluation as mentioned in the Nominationand Remuneration Policy of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY & NOMINATION AND REMUNERATION POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view toprovide for adequate safeguards against victimization of persons who use such mechanismand made provisions for direct access to the chairperson of the Audit Committee inappropriate or exceptional cases. The Nomination and Remuneration Policy of the Companyon Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of the Directors and other mattersprovided in Section 178 of the Companies Act 2013 is annexed as Annexure B'.
MEETINGS OF THE BOARD
During the year under review four (4) Board Meetings were held on April 30 2016August 6 2016 November 14 2016 and February 8 2017 and four (4) Audit Committeemeetings were held on April 30 2016 August 6 2016 November 14 2016 and February 82017. In accordance with the requirement from time to time other Committee meetings wereheld and one separate meeting of Independent Directors was also held. The attendance ofthe Directors who attended the Board Meetings and Committees thereof have been included inthe Corporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Boardmembers and senior management personnel have affirmed the compliance with the code. Thedeclaration to this effect is enclosed to the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 tothe best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statements that : a. in the preparation of theannual accounts for the year ended March 31 2017 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures if any; b.the Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial the profit and loss ofthe company for that period; c. the Directors had taken proper and sufficientcare for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; d. the Directors had prepared the annualaccounts on a going concern basis; to e. be followed by the company and that suchinternal financial controls are theDirectorshadlaiddowninternalfinancial adequate and wereoperating effectively; and f. the Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of investments made by the Company are included in note number 14 ofthe Financial Statements of the Company and the details of loans given by the Company areincluded in note number 15 in the Financial Statement of the Company. During the yearunder review the Company has not given any Loans Guarantees or security in connectionwith a loan to any other body corporate or person or made any Investments covered underthe provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Company's website atwww.ginnifilaments.com . During the year under review there were no material contracts orarrangements with the related parties refer to in Section 188 of the Companies Act 2013.However the particulars of contracts or arrangements with related party in the form AOC-2is annexed as Annexure C'.
The company has a risk management committee which has the responsibility to identifythe risk and suggest the management the mitigation plan for the identified risks inaccordance with the risk management policy of the Company. The detail of risks and otherconcerns are included in the Management Discussion and Analysis which is the part of thisDirectors' Report.
CORPORATE SOCIAL RESPONSIBILITY
In terms of Section 135 of the Companies Act 2013 The Board of Directors of theCompany had constituted a Corporate Social Responsibility Committee (CSR Committee). TheCommittee comprises of four Directors out of which two are Independent Directors The CSRCommittee framed a CSR policy of the Company which had been approved by the Board ofDirectors of the Company. The Company has taken initiatives towards advancement ofeducation amongst the children and contributed for construction of school's hostelbuilding. The Annual Report on Corporate Social Responsibility Activities forms part ofthis Board's Report and is annexed as Annexure D'.
EXTRACT OF THE ANNUAL RETURN
In terms of provision of Section 134 (3) (a) of the Companies Act 2013 the extract ofthe Annual Return as provided under section (3) of the Section 92 in form MGT-9 formspart of this Board's Report and is annexed as Annexure E'.
The Company has neither invited nor accepted any fixed deposits from the public or itsemployees under section 73 of Companies Act 2013 and rules made thereunder during theyear under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order after March 31 2017 passed by any ofregulators court of law or tribunals impacting the going concern status of the company orimpacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system commensurate with the sizescale and complexity of its operation. The details have been included in the ManagementDiscussion and Analysis which is the part of this Board's Report.
M/s. P. L. Gupta & Co. Chartered Accountants (Firm Registration No.011575C)Statutory Auditors of the Company retires at the conclusion of ensuing Annual GeneralMeeting. The terms of Auditors will be over on the conclusion of ensuing Annual GeneralMeeting pursuant to Section 139 of the Companies Act 2013. Therefore Company is requiredto appoint another Auditor in his place. The Company has received a letter from M/s.Doogar & Associates Chartered Accountants (Firm Registration No. 000561IN) statingthat their appointment if made would be within the prescribed limits under section 141(3) (g) of the Companies Act 2013 and they are not disqualified for appointment. TheBoard of Directors based on recommendation of Audit Committee recommends the appointmentof M/s. Doogar & Associates Chartered Accountants as Statutory Auditors for a periodof five years from the conclusion of 34th AGM till the conclusion of 39th AGM subject toratification at every AGM of the Company in terms of Section 139 of the Companies Act2013 and rules made thereunder.
The Board of Directors on the recommendation of the Audit Committee has appointed M/sK. G. Goyal & Associates Cost Accountants (Firm Registration No. 000024) as CostAuditor to audit the cost accounts of the Company for the Financial Year 2017-18. Inaccordance with the provisions of Section 148 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the remuneration payable to the cost Auditorsrequires ratification by the shareholders of the company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr. Praveen Dua Proprietor of M/s PD and Associates Company Secretary inpractice as Secretarial Auditor of the Company to conduct the Secretarial Audit for theFinancial Year ended March 31 2017. The Secretarial Audit Report is annexed as AnnexureF'.
The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2017 do not contain any qualification reservation or adverse remark soneed not require any explanation or comment.
The Secretarial Audit Report for the Financial Year ended on March 31 2017 issued bySecretarial Auditor do not contain any qualification reservation or adverse remark soneed not require any explanation or comment
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy technology absorption foreignexchange earnings and out-go in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with rule 8 of the Companies (Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure - G'.
REMUNERATION AND PARTICULARS OF EMPLOYEES
The information in accordance with the provisions of Section 197 of the Companies Act2013 read with rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure H'.
Your Company is in compliance with the requirements and disclosures with respect to thereport of Corporate Governance as required under Regulation 34 read with Schedule V ofSEBI (LODR) Regulations. As a listed company necessary measures are taken to comply withthe requirements of regulations of SEBI (LODR) Regulations 2015. A report on CorporateGovernance as stated above along with a certificate of compliance from the StatutoryAuditors M/s P.L. Gupta & Co. Chartered Accountants forms part of this Board'sReport and is annexed as Annexure - I'.
Your Directors would like to gratefully acknowledge and place on record their sincereappreciation for the cooperation and assistance received from its stakeholders valuedcustomers suppliers banks financialinstitutions government authorities and stockexchanges. The Directors also wish to place on record their sincere appreciation of thedevoted and dedicated services rendered by all Executives Staff Members and Workmen ofthe Company.
|For and on behalf of the Board of Directors |
|SHISHIR JAIPURIA |
|Chairman & Managing Director |
|Place ||NOIDA (U.P.) |
|Date ||May 12 2017 |