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Ginni Filaments Ltd.

BSE: 590025 Sector: Industrials
NSE: GINNIFILA ISIN Code: INE424C01010
BSE 00:00 | 20 Jan 59.30 -0.55
(-0.92%)
OPEN

60.00

HIGH

61.20

LOW

57.20

NSE 00:00 | 20 Jan 59.35 -0.20
(-0.34%)
OPEN

59.90

HIGH

61.25

LOW

58.90

OPEN 60.00
PREVIOUS CLOSE 59.85
VOLUME 110966
52-Week high 63.65
52-Week low 17.85
P/E 10.46
Mkt Cap.(Rs cr) 508
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 60.00
CLOSE 59.85
VOLUME 110966
52-Week high 63.65
52-Week low 17.85
P/E 10.46
Mkt Cap.(Rs cr) 508
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ginni Filaments Ltd. (GINNIFILA) - Director Report

Company director report

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 March312021.

FINANCIAL HIGHLIGHTS (Rs in Lacs)

FINANCIAL RESULTS 2020-21 2019-20
Total Revenue 78101.06 79150.31
Profit before Depreciation Finance Cost & Tax 11537.39 6811.64
Less : Finance Cost 2711.04 3299.83
Less : Depreciation and Amortisation Expenses 2479.88 2589.71
Profit before Tax 6346.47 922.10
Provision for Tax
- Current 2462.98 425.00
- Deferred Tax (246.07) (79.72)
- Income Tax earlier year - 6.90
Profit after Tax 4129.56 569.92

DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 312021 and no amount has been transferred to General Reserve.

OPERATIONS AND STATE OF COMPANY AFFAIRS

During the year under review revenue has decreased to Rs 78101 Lacs as compare toprevious year of Rs 79150 lacs. However the Company earned profit of Rs 4130 lacs againstthe profit in previous year of Rs 570 lacs.

SHARE CAPITAL

During the year 2020-21 the Company has reclassified its existing Authorized ShareCapital of Rs 942850000/- comprising 8.42.85.000 Equity Shares of Rs 10/- each and1000000 Preference Shares of Rs 100/- to Rs 942850000/- comprising 9.42.85.000 EquityShares of Rs 10/- each and Paid share capital of the Company is Rs 791500650/- dividedinto 79150065 equity shares of Rs 10/- each pursuant to allotment of 8500000convertible warrants into equity shares of the Company at a price of Rs 12.50/- each(including a premium of Rs 2.50/- each) to the promoter group Companies on receipt of fullconsideration of Rs 1062.50 Lacs Also an amount equivalent to 25% of 6500000 warrantpending conversion amounting to Rs 203.13 Lacs has been received during the year and thebalance 75% of such warrant shall be payable at the time of allotment of equity sharespursuant to exercise of the options attached to warrants to subscribe equity shares.

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 Suresh SinghviDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for re-appointment.

The Independent Directors namely Shri Joginder Pal Kundra Dr. Har Prasad BhattacharyaShri Jugal Kishore Bhagat Shri Sushil Chandra Tripathi and Smt. Manju Rana have giventheir declaration of independence in terms of Section 149 of the Companies Act 2013.Meeting 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 Chairman of the Company and assessed the qualityquantity and timelines of flow of information.

The company has several Committees and the details alongwith its meetings have beenincluded in the Corporate Governance report.

ANNUAL EVALUATION BY THE BOARD

For performance evaluation of the Board as stipulated under Listing Regulations andSection 134 of the Companies Act 2013 read with Rule 8(4) of the Companies (Account)Rules 2014 a formal Annual Evaluation process has been carried out for evaluating theperformance of the Board its Committees and the individual Directors. The performance ofthe Board was evaluated by the Board after seeking inputs from all directors on basis ofcriteria such as board composition and structure effectiveness of board processesinformation and functioning etc.

The performance of the Committees was evaluated by the Board after seeking input fromthe Committee members on the basis of criteria such as composition of Committeeseffectiveness of Committee meetings etc. The Board and the NRC reviewed the performanceof individual directors on the basis of criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of Non IndependentDirectors and performance of the Board as a whole was evaluated. Further they alsoevaluated the performance of the Chairman of the Company taking into account the views ofthe Executive Directors and Non-executive Directors. Additionally the IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties

The above evaluations were then discussed in the board meeting that followed themeeting of the independent directors and NRC at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

VIGIL MECHANISM / WHISTLE BLOWER 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 details of the Vigil Mechanism and whistle BlowerPolicy are available on the website of the Company.

NOMINATION AND REMUNERATION POLICY

The salient features of Nomination and Remuneration Policy of the Company is annexed tothis report as Annexure-‘B'. The Nomination and Remuneration Policy as approved bythe Board may be accessed on the Company's website i.e. www. ginnifllaments.com.

MEETINGS OF THE BOARD

During the year under review five (5) Board Meetings were held on 30th June2020 August 112020 13th November 2020 29th January 2021 and 19thMarch 2021 and four (4) Audit Committee meetings were held on 30th June 2020August 11 2020 13th November 2020 and 29th January 2021. Inaccordance with the requirement from time to time other Committee meetings were held andone separate meeting of Independent Directors was also held. The attendance of theDirectors who attended the Board Meetings and Committees thereof has been included in theCorporate 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 the annual accounts for the year ended March 312021 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;

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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees or Investments are provided in the FinancialStatements of the Company. Please refer to Note No. 6 of the Financial Statements of theCompany.

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.

Disclosure related to transactions of the listed entity with person or entitiesbelonging to the promoter/promoter group which holds 10% or more shareholding in theCompany have been disclosed in the accompanying Financial Statement of the Company. Pleaserefer to Note No. 42 of the Financial Statement of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company are well versed with theCompany's business model and the nature of industries in which it is operating.

The Directors are also kept updated with information of the Company the industry anddevelopments in different segments in which the Company operates at the Board meetingswhile reviewing the operations quarterly/annual financial results and considering thebudgets.

A familiarization programme for IDs laid down by the Board has been posted on theCompany's website at www. ginnifilaments.com.

RISK MANAGEMENT

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

Pursuant to the provisions of Section 135 of the Companies Act 2013 and applicableRules and recent amendments for the year ended March 312021 the Company was notrequired to make any expenditure towards CSR.

Acknowledging its responsibility towards the society your Company has put in place aCSR Policy which may be referred to at the Company's website www.ginnifilaments.com. TheCSR committee guides and monitors the activity undertaken by the Company in this sphere.

EXTRACT OF THE ANNUAL RETURN

A copy of extract of annual return of the Company as required under Section 134 (3)(a)of the Companies Act 2013 in form MGT-9 as they stood on the close of the Financialyear i.e. March 31st 2021 is furnished in Annexure-C and forms part of thisreport.

Further a copy of the Annual Return of the Company containing the particularsprescribed u/s 92 of the Companies Act 2013 in form MGT-7 as they stood on the close ofthe financial year i.e. March 31st 2020 is uploaded on the website of theCompany i.e. www.ginnifilaments.com

FIXED DEPOSITS

The Company has neither invited nor accepted any 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 passed by any of regulators court of lawor tribunals impacting the going concern status of the company or impacting its operationsin 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.

STATUTORY AUDITORS

M/s. Doogar & Associates Chartered Accountants (Firm Registration No. 000561IN)Statutory Auditors of the Company were appointed as Auditor of the Company at 34thAnnual General Meeting held on August 5 2017 to hold office from the conclusion of 34thAGM until the conclusion of 39th AGM.

M/s. Doogar & Associates Chartered Accountants (Firm Registration No. 000561IN)has furnished a certificate of their eligibility and consent under Section 139 and 141 ofthe Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as theAuditors of the Company for the FY 2021-22. In terms of the Listing Regulations theAuditors have confirmed that they hold a valid certificate issued by the Peer Review Boardof the ICAI.

AUDITOR'S REPORTS

The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2021 do not contain any qualification reservation or adverseremark so need not require any explanation or comment.

COST AUDITOR

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 2021-22. 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.

COST RECORDS

The Cost accounts and records as required to be maintained under Section 148 (1) of Actare duly made and maintained by the Company.

SECRETARIAL AUDIT

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 Directorshad appointed Mr. Praveen Rastogi Proprietor of M/s Praveen Rastogi and Co. CompanySecretary in practice as Secretarial Auditor of the Company to conduct the SecretarialAudit for the Financial Year ended March 312021. The Secretarial Audit Report is annexedas Annexure -‘D'.

The Secretarial Audit Report for the Financial Year ended on March 312021 issued bySecretarial Auditor do not contain any qualification reservation or adverse remark soneed not require any explanation or comment.

CHANGE IN NATURE OF BUSINESS:

During the year under review there has been no change in the Company's nature ofbusiness.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR

There are no companies which have become or ceased to be subsidiary joint venture and/ or associate of the company during the financial year 2020-21.

SECRETARIAL STANDARD

The Company is in Compliance with the Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2).

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 - ‘E'.

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 - ‘F'.

CORPORATE GOVERNANCE

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 Auditor M/sPraveen Rastogi and Co. Company Secretary forms part of this Board's Report and isannexed as Annexure - ‘G'.

COMPOSITION OF AUDIT COMMITTEE

As on the date of this report the Audit Committee comprises of 4 Non ExecutiveIndependent Directors viz. Shri J. P. Kundra (Chairman of the Committee) Shri J.K.Bhagat Dr. H.P. Bhattacharya and Smt Manju Rana and one Executive Director i.e. ShriShishir Jaipuria as Members.

COMPOSITION OF OTHER COMMITTEE

Details regarding Composition of other Committees of the Board are mentioned in theCorporate Governance Report forming part of this Annual Report.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the financial year 2020-21.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has constituted committee under the sexual harassment of women at workplace(prevention prohibition and Redressal) Act 2013 and complied with the provisions of thesame.

The Company is committed to provide a safe and conducive work environment to itsemployees during the financial year. Your Directors further state that during thefinancial year there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

COVID-19

The outbreak of Coronavirus disease (COVID-19) pandemic in India has caused significantdisturbances and slowdown of economic activity. The nationwide lockdowns ordered by theGovernments in the first half of the year has resulted in operating constraints leading tosignificant reduction in economic activities and also the business operation of theCompany in terms of sales. However the recent phased nationwide unlocking ordered by theGovernments has resulted in signs of improvement in economic activities consequent towhich our business operations have also shown uptick during the second half of the year.The details of impact of COVID-19 on operations of the Company are described in theManagement Discussion and Analysis Report which forms part of this Annual Report.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers inall its divisions which enabled it to achieve this performance level on all fronts.

ACKNOWLEDGEMENT

The Directors wish to convey their deep appreciation for the cooperation and assistancereceived from its stakeholders valued customers suppliers banks financialinstitutions government authorities and stock exchanges. The Directors also wish to placeon record their sincere appreciation of the devoted and dedicated services rendered by allExecutives Staff Members and Workmen of the Company.

Place : NOIDA (U.P.) For and on behalf of the Board of Directors SHISHIR JAIPURIA
Date : 14/05/2021 Chairman & Managing Director

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