The Members of GINI SILK MILLS LIMITED
Your Directors have pleasure in presenting their 41st Annual Report on thebusiness and operations of the Company and Audited Statement of Accounts for the yearended 31st March 2021.
1. FINANCIAL HIGHLIGHTS:
The Board's Report is prepared based on the Standalone Financial Statements of theCompany.
(Rs. In Lakhs)
|Sr No. Particulars ||2020 -2021 ||2019-2020 |
|1. REVENUE || || |
|Net Sales/ Income from operation ||1680.66 ||3620.06 |
|Other Income ||215.73 ||141.57 |
|Total ||1896.39 ||3761.63 |
|2. LESS: EXPENDITURE || || |
|Cost of Materials Consumed ||379.52 ||849.45 |
|Purchases of Traded Goods ||115.36 ||214.68 |
|(Increase)/ Decrease in Inventories of Finished Goods and Stock in Process ||89.46 ||39.60 |
|Employee Benefit Expenses ||299.94 ||438.27 |
|Financial Cost ||36.00 ||38.87 |
|Depreciation and Amortization Expense ||119.02 ||119.29 |
|Other Expenses ||936.38 ||1855.75 |
|Total ||1975.68 ||3555.90 |
|3. Profit Before Tax ||(79.29) ||205.73 |
|4. Provision for Taxation || || |
|i) Current Tax ||0.77 ||56.46 |
|ii) Deferred Tax ||(3.25) ||(31.32) |
|iii) (Excess)/ Short provisions written back of earlier years ||(20.66) ||(7.24) |
|5. Profit After Tax ||(56.15) ||187.83 |
|6. Balance carried from previous year ||2993.10 ||2908.67 |
|7. Total other Comprehensive Income for the year ||82.84 ||(35.98) |
|8. Amount Available for Appropriation ||3019.79 ||3060.52 |
|9. Balance carried to Balance Sheet ||2936.95 ||2993.10 |
|10. Basic/ Diluted Earnings per Equity Shares ||(1.00) ||3.36 |
In view of Loss no dividend was recommended by the Board during the year under review.
No amount out of current year's Profits is transferred to the Reserves and surplus.
Our Revenue from operations during the period under review was Rs.1680.66 Lakhs ascompared to Rs. 3620.06 Lakhs in the previous year.
During the period under review the profit after tax (PAT) stood at Rs.(56.15) Lakhs ascompared to Rs. 187.83 Lakhs in the previous year. The performance for the coming years isexpected to improve upon if right macroeconomic indicators are achieved in future.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' confirm that
(a) i n 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 period;
(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.
6. 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-I andforms 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 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 disclosed inForm No. AOC-2 as Annexure II.
8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE YEAR:
During the year under review there were following changes:
|Name ||Designation ||Date of Change ||Nature of Change Appointment/ Resignation |
|Mr. Pranav Harlalka ||Additional Director ||27/07/2020 ||Appointment |
|Mr. Pranav Harlalka ||Director ||29/09/2020 ||Regularisation |
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. Deepak Harlalka Managing Director- Nil b) Mr. Pranav Harlalka Executive Director-10.25:1 |
|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. Deepak Harlalka- Nil b) Mr. Pranav Harlalka - Nil c) CFO/CS - There was no increase in the Remuneration of CFO/CS |
|3. The percentage decrease in the median Remuneration of Employees in the financial Year. ||24% decrease employee salary due to Covid |
|4. The number of permanent Employees on the rolls of Company. ||113 |
|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 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 One crore and two Lakhsper annum if employed throughout the financial year or Rupees Eight Lakh and FiftyThousand per month if employed for part of the financial year or draws Remuneration inexcess of managing Director or Whole time Director or Manager and holds by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the Company.
10. NUMBER OF MEETINGS OF BOARD DURING THE YEAR:
|Sr. no Particulars ||No. of meetings held |
|1. Board meetings ||Five |
|2. Audit Committee meetings ||Four |
|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 Boardhas 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 offulfillment of key responsibilities its structure and composition establishment anddelegation of responsibilities to various Committees. Directors were evaluated on aspectssuch as attendance and contribution at Board/ Committee Meetings and guidance/ support tothe management of the Company. Areas on which the Committees of the Board were assessedincluded degree of fulfillment of key responsibilities adequacy of Committee compositionand effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed 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 independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the Company.
13. 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.
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 theCompany to hold office till the conclusion of the Annual General Meeting to be held in theyear 2022.
The report given by the auditors on the financial statement of the Company is a part ofthe Annual Report. There has been no qualification reservation adverse remarks ordisclaimer 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 SecretarialAuditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IIIto 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.
16. 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.
17. COMPOSITION OF AUDIT COMMITTEE:
Composition of Audit Committee as on March 31 2021 as required under section 177(8) ofthe Companies Act 2013 read with Regulation 18 of SEBI (Listing Obligations andDisclosure 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 financialposition of the Company which have occurred between the end of the financial year of theCompany 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 accountsoverall 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 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.
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.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
The details of Loans and Investments made by the Company are given in Notes to Accountsto the Financials of the Company.
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 importantthat the Company follows healthy Corporate Governance practices and reports to theshareholders the progress made on the various measures undertaken.
A report on Corporate Governance along with a certificate from the Statutory Auditorson compliance with Corporate Governance norms forms an integral part of this report.
24. MANAGEMENT DISCUSSION AND ANALYSIS:
I. Industry Structure and Developments:
I ndian Textile industry is one of the largest in the world with large raw materialbase and manufacturing strength across the value chain. The uniqueness of the industrylies in its strength both in the hand woven as well as in the capital intensive millsector. Traditional sectors like handloom handicrafts and small scale power-loom unitsare the biggest source of employment for millions of people in rural and urban area.
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 toindustries segments like handicrafts and apparels.
III. Segment-Wise or Product-Wise Performance:
In textiles our product is very well accepted by our customers & we are in theprocess of increasing our customer portfolio.
The Union Budget 2020-21 has set the momentum to give the ailing Textile sector a newlease of life by announcing setting up of mega textile parks increasing duties on importof textile products and rationalizing the custom duty rates on imports of raw materialsallowing 100% FDI for the sector under automatic route assisting in the development ofimport substitution products and continuing of other Schemes for the Textile Industry. Allthis will provide the required impetus for the Textile Industry and help on the path ofspeedy recovery. Your Company is repositioning itself to the fast changing situation andexpects to come out stronger from this once-a century type of condition
V. Response to Covid-19:
During the year under review due to COVID-19 Pandemic all economic activities exceptfor the essential goods and services came to a standstill Textile being no exception. TheIndian Textile Industry is expected to have fallen 30% since the last year. The Lockdownaffected the entire chain of activities on the supply side from manufacturing shortage ofraw material and labour logistics retail sales however e-commerce being the savinggrace. On the demand side disruption was due to unemployment loss of income lockdown andtravel restrictions. When things just began to return to normalcy the second Covid-19 wavereturned with full vengeance. During the year under review your Company has undertakenvarious measures to control costs debottlenecking of operations and rationalization ofSKUs. More importantly your Company focussed on reduction in receivables and inventory.We are pleased to inform that despite difficult environment substantial reduction inborrowings was achieved owing to unlocking of funds blocked in these current assets. Thishas created a new benchmark in management of working capital which will benefit theCompany in the long run. Due to these initiatives your Company has succeeded inmaintaining its track record of being profit making right from its incorporation. In thegiven circumstances it seems to be a commendable achievement.
In response to the lockdowns the company launched a massive program to ensure businesscontinuity of its services using its Secure Borderless Workspaces model which allows GINIassociates to work remotely from the safety of their homes while continuing to provideuninterrupted support services to our customers
VI. Risk and Concerns:
The Company has risk management framework which enable it to take certain risks toremain competitive and achieve higher growth and at the same time mitigate other risks tomaintain sustainable results.
A key factor in determining a Company's capacity to create sustainable value is therisk that the Company is willing to take and its ability to manage them effectively. TheCompany's Risk Management processes focuses on ensuring that risks are identified on atimely basis and addressed.
The COVID-19 Pandemic has disrupted the business operations due to the lockdown andother emergency measure imposed by the Government. The Company will continue itsoperations in phased manner in line with the directives from the authorities.
VII. Internal Control Systems and their Adequacy:
The existing internal controls are adequate and commensurate with the nature sizecomplexity of the Business and its Processes. During the year the Company has laid downthe framework for ensuring adequate internal controls and to ensure its effectivenessnecessary steps were taken by the Company.
VIII. Discussion on financial performance with respect to Operational Performance:
During the year under review your Company has registered a turnover of Rs. 1680.66Lakhs as compared to Rs. 3620.06 Lakhs in the previous year.
The sales revenue from Processing of Fabric decreased from Rs. 2879.78 Lakhs to Rs.1142.18 Lakhs during the year under review.
IX. Material developments in human resources/ industrial relations front includingnumber of people employed:
Your Company believes that its employees are one of the most valuable assets of theCompany. The employees are deeply committed to the growth of the Company. With the growingrequirements of the Company Company has taken necessary initiatives to ensure not onlythe retention of the employees but also their growth and development.
The Company also provides various opportunities to the employees to develop theirskills to take up higher responsibilities in the organization. Company also uses variouscommunication channels to seek employee's feedback about the overall working environmentand 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 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 of duringthe year 2020-21:
No. of Complaint received: NIL
No. of Complaint disposed off: NIL.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO 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 continuesto receive priority attention at all levels by regular monitoring of all equipments anddevices which consume electricity.
(ii) The steps taken by the Company for utilizing alternate sources of energy - Companyensures that the manufacturing operations are conducted in the manner whereby optimumutilization and maximum possible savings of energy is achieved.
(ii) The capital investment on energy conservation equipments -Since Company is havingadequate equipment; no capital investment on energy conservation equipments is made duringthe year.
B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption - Not Applicable
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable
(iii) In the case of imported technology (imported during the last three years reckonedfrom 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 reasonsthereof - Not Applicable
(iv) The Expenditure incurred on Research and Development - At present the Company doesnot have separate division for carrying out research and development work. No expenditurehas 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 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.
28. SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards viz. the Secretarial Standard -1 on Board Meetings(SS-1) and Secretarial Standard -2 on General Meetings (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Government and that such systemsare adequate and operating effectively.
29. LISTING AGREEMENT WITH THE STOCK EXCHANGE:
The Company has entered into the Uniform Listing Agreement as per SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 and confirms that it has paidthe Annual Listing Fees for the year 2020-21 to BSE Ltd. where the Company's Shares arelisted.
30. OTHER DISCLOSURES:
a) During the year under review there has been no change in the nature of business ofthe Company.
b) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for the company.
c) There were no incidences of reporting of frauds by Statutory Auditors of the Companyunder Section 143(12) of the Act read with Companies (Accounts) Rules 2014 during theyear under review.
d) The Company has not issued Equity Shares with differential rights as to dividendvoting or otherwise.
e) The Company has not issued any sweat Equity Shares to its Directors or Employees.
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.
| ||By Order of the Board of Directors |
| ||GINI SILK MILLS LIMITED |
| ||Deepak Harlalka |
|Place: Mumbai ||DIN: 00170335 |
|Date: June 21 2021 ||Chairman and Managing Director |
|Registered Office: || |
|413 Tantia Jogani Industrial Estate Premises || |
|Opp. Kasturba Hospital J. R. Boricha Marg || |
|Lower Parel (East) Mumbai-400011. || |