Your Directors have pleasure in presenting the 30th Annual Report of our Company alongwith the Audited Balance Sheet and the Statement of Profit and Loss Account for the yearended March 312020.
1) FINANCIAL RESULTS
|Particulars ||2019-20 ||2018-19 |
| ||Rs. in Lakhs ||Rs. in Lakhs |
|SALES || || |
|Export ||0.00 ||0.00 |
|Operating Profit ||(97.11) ||961.44 |
|Less: Financial Charges || ||0.01 |
|Gross Profit ||(97.11) ||961.43 |
|Less : Depreciation ||23.61 ||23.60 |
|Profit/(Loss) before Tax ||(120.72) ||937.83 |
|Net (Loss) / Profit ||(119.14) ||765.26 |
|Accumulated Loss ||(3166.21) ||(3047.07) |
2) PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
During the year there was no turnover. The Operating Profit/Loss was of the order ofRs.(97.11) Lakhs as compared to the previous year of Rs.961.44 Lakhs. The Company hassuspended the operation due to market volatility. Your directors are exploring all thepossibilities of recommencing the production subject to viability.
3) IMPACT OF COVID-19 PANDEMIC
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally. TheCOVID-19 pandemic is a major blackswan event which has dragged the economy and theadvertising environment as a result. The Company has evaluated impact of this pandemic onits business operations and based on its review and current indicators of future economicconditions there is no significant impact on its financial statements
4) SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31 2020 was Rs. 30.68Crores. No additions and alterations to the capital were made during the financial year2019-20.
Your Directors regret for the non-declaration of dividend owing to nonoperation of theunit.
6) TRANSFER TO GENERAL RESERVE
Your Company does not propose any transfer of funds to the General Reserve.
7) MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of report; and there are no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and the company's operation in future.
8) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There have been no loan guarantees or investments given or made by the company undersection 186 of the Companies Act 2013 during the financial year.
9) SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The company doesn't have any subsidiaries associates and joint venture companies.
10) DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on date of the balancesheet.
11) DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL (KMPs)
The Board consists of the one Executive Director one Non-Executive Director and TwoNon-Executive Independent Directors.
Independent Directors are appointed for a term of five years and are not liable toretire by rotation.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and regulation16(b) of the SEBI listing regulations.
Retirement by rotation
Pursuant to Section 152 of the Companies Act 2013 Mr. R.Veeramaniwho retires byrotation at the forthcoming AGM and is eligible for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr.R.Veeramani Managing Director Mrs. A.Vani CompanySecretary and Mr.G.Senthilvel Chief Financial Officer.
Declaration of Independent Directors
As per the Companies Act 2013 your company had appointed two independent directorsand they have declared that they meet the criteria of independence in terms of Section149(6) of the Companies Act 2013 and that there is no change in their status ofindependence. Policy of Director's Appointment and Remuneration The Company's policy ondirectors' appointment and remuneration and other matters provided in Section 178(3) ofthe Act has been disclosed in the Corporate Governance report which forms part of theBoard's Report.
Information U/S 197(12)Of The Companies Act 2013
The information required u/s 197(12) of the Act read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is NIL Training OfIndependent Directors
To familiarize the strategy operations and functions of our Company the executivedirectors make presentations/orientation programme to non - executive independentdirectors about the company's strategy operations product and service offeringsmarkets organization structure finance human resources production facilities andquality and risk management. The appointment letters of Independent Directors has beenplaced on the Company's website at www.gemspin.com.
12) MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on 14th February 2020to review the performance of non- Independent Directors and the Board as a whole reviewthe performance of the Chairperson of the Company and had accessed the quality quantityand timeliness of flow of information between the company management and the Board.
13) DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312020 and of the profit ofthe Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern' basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
14) BOARD MEETINGS:
During the year four board meetings were held.The intervening gap between two boardmeetings exceeded 120 days for the year ended 31st March 2019. Dates of the Board meetingsand details of Directors' attendance at the meetings are furnished in the CorporateGovernance report.
15) RISK MANAGEMENT POLICY
The risk management is overseen by the audit committee of the company on a continuousbasis therefore constituting a Risk Management Committee does not arise. Major risks ifany identified by the business and functions are systematically addressed throughmitigating action on a continuous basis. The Risk Management Policy is available in theCompany website www.gemspin.com.
16) RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act 2013 and SEBI (LODR) Regulations 2015your Company has formulated a Policy on Related Party Transactions which is also availableon Company's website at www.gemspin.com.
The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Material Related Party Transactionskeeping in mind the potential or actual conflicts of interest that may arise because ofentering into these transactions.
There were no contract / arrangement / transactions entered in to during the year endedMarch 312020.
17) CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and Members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Mr.G.Senthilvel Chief Financial Officer.
18) ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE ETC
The information as required to be disclosed on conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 isannexed herewith as "Annexure - I" to this Report.
19) EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company is annexed herewith as Annexure-"II" to this report.
20) CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LODR) REGULATIONS 2015.
As per the provisions of the SEBI(LODR) Regulations 2015 Management Discussion &Analysis Report (Annexure III) and Corporate Governance Report with Auditors' Certificatethereon (Annexure - IV) are attached and form part of this report.
21) CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company is not having Net profits of more than 5 Crore rupees in the Year 2019-20and therefore Constituting of a CSR committee in accordance with the provisions of section135 of the Act does not arise.
22) PARTICULARS OF EMPLOYEES:
According to Section 197(12) of the Companies Act 2013 read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 none of thedirectors are drawing remuneration and thereby the said section is not applicable andhence not furnished.
23) REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.
24) STATUTORY AUDITORS
M/s. K.Arunkumar& Associates Chennai Chartered Accountants (Registration Number0162155) has been appointed as statutory auditors of the Company at the Annual GeneralMeeting held on 30th November 2017 form the conclusion of 27th Annual General Meeting tillthe conclusion of 32nd Annual General Meeting of the company.
25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all assetsare safeguarded and protected against loss from unauthorized use or disposition and thatall transactions are authorized recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal auditreview by management and documented policies guidelines and procedures. The internalcontrol is designed to ensure that financial and other records are reliable for preparingfinancial statements and other data for maintaining accountability of assets.
26) SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard has appointed Lakshmmi Subramanian & Associates Practising Company Secretariesas Secretarial Auditor of the company to conduct Secretarial Audit for the financial year201920. The Secretarial Audit Report for the financial year ended March 31 2020 isannexed herewith marked as Annexure - "V" to this Report. COMMENT ON SECRETARIALAUDITOR'S REPORT - The Board of Directors has taken adequate measures to regularize thequalification stated in their report.
27) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the Company.
28) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTIONPROHIBITION AND REDESSAL) ACT 2013
The company has in place an anti-sexual Harassment Policy as required under preventionof Sexual Harassment of Woman at workplace (Prohibition Prevention and Redressal) Act2013 and constituted an Internal Complaints Committee (ICC).Your Directors further statesthat during the year under review there were no cases filed pursuant to the SexualHarassment of Woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors thank the Central and State Governments and the Banks for theircontinued help and support.
Your Directors also thank the Authorised Wholesale Dealers Stockiest and Retailers fortheir excellent support under difficult conditions and the Consumers for their continuedpatronage of your Company's products. Your Directors are especially thankful to theesteemed Shareholders for their continued encouragement and support.