TO SHAREHOLDERS

Ladies and Gentlemen,

Your Directors present the 26th Annual Report of the Company along with the audited statement of accounts for the year ended 31 st March 2015.

FINANCIAL RESULTS

(in Rs.)

PARTICULARS 31.03.2015 31.03.2014
Sales Turnover 74,35,46,393 80,84,14,576
Profit/Loss before interest, depreciation and tax (7,69,99,024) (3,48,25,087)
Less: Interest 26,58,10,220 27,92,70,128
Depreciation 23,32,89,607 17,53,73,826
Extraordinary Items 97,88,309 5,77,88,023
Net Profit / loss for the year before Tax (43,18,89,112) (54,72,57,064)

PERFORMANCE

During the year under review, the performance of the company was below possible level due to insufficient Working Capital facility and the overall recession prevailed in the Textile Industry.

With the limited resources available, the company found it extremely difficult to run all the units. At the same time it was felt not advisable to close one or more Units and the assets are to be maintained in a good condition atleast to get a good price for that matter.

DEBT RECOVERY TRIBUNAL;

M/s State Bank of India, Stressed Asset Management Branch, Coimbatore as the leader of the consortium banks have filed Original Application in the Debt Recovery Tribunal, Coimbatore for the recovery of the outstanding dues of Rs. 353,38,13,295/- as on 1-3-2013. This outstanding amount is exclusive of the dues to IDBI.. The matter is sub-judice. In the meantime the Lenders have initiated action for the recovery of the dues under SARFAESI Act. The company has filed appeal against the Original Application filed by M/s State Bank of India and challenging the action of the Lenders and the matter is sub-judice.

DIVIDEND

In view of the huge loss incurred by the company during the year, the Directors are not in a position to recommend any dividend for the financial year ended 31st March, 2015.

FINANCE

The total outstanding dues to the consortium of Lenders as on 31-3-2015 including interest accrued is Rs 365,17,98,258/- .During the previous year the company has requested the Lenders to defer the sale of remaining two Wind Mills since the disposal of Windmills would directly affect the operations of the remaining units including the garment production.. This would result in loss of production as well as under utilization of manpower. Sale of Windmill should not be seen in isolation and instead it should be seen as a facilitator of for running the other units. However, the Lenders have sold the remaining two Wind Mills on 6-11-2014 for a total consideration of Rs 13,63,00,000/-. This will have serious impact on the working of the company and the full impact will be felt in the coming years.

The company is taking all possible effort to keep all the units running so as to get maximum value while disposing the same for the re-payment of Bank Loans.

During the year under review, the company has been served with a Show Cause Notice dated 12-1-2015 from M/s Canara Bank deciding to include the name of the Company as a Wilful Defaulter and the company has replied suitably to Canara Bank. The company has also been served with a Show Cause Notice dated 24-4-2015 from State Bank of India, Stressed Asset Management Branch deciding to include the name of the Company as a Wilful Defaulter and the company has requested them to refer the issue to the Redressal Committee for submission of objections.

Since the Lenders started taking various steps including release of E-Auction Notices, the Company as stated elsewhere was forced to resort to seeking remedies through legal avenues. However, the intention of the company was (or for that matter is) not to find out solutions for its heavy debt problem in the corridor of Courts. They have taken symbolic possession of all the Units and in fact taken physical possession of the Weaving & Processing Unit (Unit 8) and Wet Processing Unit (Unit- 6) at Perundurai on 21-5-2015 and also the Ring Spinning Unit (Unit-4 & 9) at Udamalpet on 3-6-2015. They are also trying to sell the Units through E-auction route and notices have been issued in this connection and the auction were held on 22-12-2013, 9-3-2014,13-9-2014,12-12-2014, we understand that some of the units have been sold in the auction. Parallely the Company has offered several One Time Settlement proposal (OTS) and the some have been rejected by the bank. The company is still negotiating with the banks for the one time settlement.

In the process of implementation of the SARFAESI ACT, the Lenders have recovered a sum of Rs 40,47,22,930/- by selling the assets consisting of three vacant lands and five Wind Mills and also by way of retention from every collection which comes to Rs 13,61,95,530/- upto 31-3-2015. Lenders have imposed daily retention without regard to the working capital requirement of the company forcing the company to close its unit requirement one after another.

DEPOSITS

The company is not accepting Fixed Deposits. The relevant provisions of Section 73 of the Companies Act,2013 in this regard to deposits wherever applicable have been duly complied with.

CORPORATE GOVERNANCE

A separate Report on the Corporate Governance is enclosed as part of this Annual Report. The Auditors of the Company have also given their certificate relating to compliance of Corporate Governance and this report is annexed to the report of Corporate Governance as is required by the Listing Agreement.

LISTINGS

The company’s shares are listed both in National Stock Exchange of India Ltd and Mumbai Stock Exchange Ltd. The company has paid listing fee to both the exchanges. The company has already applied for de-listing of its equity shares to Calcutta Stock Exchange Association Ltd and Coimbatore Stock Exchange Ltd. Though all the formalities have been completed and reminders have been sent, reply from these two stock exchanges are awaited. However no listing fee has been paid to these two stock exchanges.

2. Extracts of the Annual Return.

As per the requirements of provisions of the Companies Act, 2013, the extract of the Annual Return in the prescribed Form MGT-9 is annexed hereto as Annexure 1 framing part of this report.

3. Number of Meetings of the Board.

Details of number of meetings of Board of Directors and Committees thereof and the attendance of the Directors in such meetings are provided in the Corporate Governance Report attached elsewhere in the Annual Report.

4. Dlrectors

A). Appointment

Sri. N.Venkatesan was appointed as an Independent Director of the company in the Board Meeting held on 12-11-2014. He is a practicing Chartered Accountant. He is also the Internal Auditor for the Karunya University, Coimbatore. He has submitted necessary declaration as provided under the Clause (7) of Section 152 of the Companies Act, 2013.

Smt. M.V.Suryaprabha was appointed as an independent Director of the company in the Board Meeting held on 12-11-2014. She has been appointed as a Woman Director to comply with the provision of Rule 3 of The Companies (Appointment and Qualification of Directors ) Rule, 2014. She is a practicing Advocate. She has submitted necessary declaration as provided under the Clause (7) of Section 152 of the Companies Act, 2013.

B). Resignation

Sri. R.Dhandapani was appointed as an Independent Director in the Board Meeting held on 13-8-2014 and subsequently resigned on 8-9-2014 due to his personal reasons. Necessary returns in respect of his appointment as well as his resignation were filed with the Registrar of Companies, Coimbatore.

M/s Canara Bank have withdrawn the nomination of Sri. P.Venugopal from the Board of the company on 13-8-2014 and in his place have nominated Sri. P.T. Kalaiselvan with effect from 13-8-2014.

M/s State Bank of Hyderabad have withdrawn the nomination of Sri. L.V.Ravindra Kumar from the Board of the company on 31-3-2015 and in his place have nominated Sri. Rajanikanta Naik with effect from 1-4-2015

M/s IDBI Bank Ltd have withdrawn the nomination of Sri. G.V.Chandra Bhaskar from the Board of the Company with effect from 31-1-2015 and have not appointed anybody in his place.

5. Directors’ Responsibility Statement.

In terms of the requirement of Section 134 (3) (c) of the Companies Act, 2013, the Directors hereby confirm:

1) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures

2) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the accounting year namely March 31,2015 and of the profit/loss of the Company for that period.

3) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) that the Directors have prepared the Annual Accounts on a going concern basis.

5) the Directors have laid down internal financial controls

to be followed by the company and such internal financial controls are adequate

6 the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and are operating effectively.

6. Nomination and Remuneration Committee and Policy.

As per the requirements of the provisions of the Companies Act, 2013, a Nomination & Remuneration Committee was formed by the Board of Directors consisting of

1. Sri. N. Venkatesan-Chairman (Non-Executive-Independent)
2.Smt. M.V.Suryaprabha-Member (Non-Executive-Independent)
3. Sri. R.PJoshua Member (Non-Executive-Independent)

The said committee has been empowered and authorized to exercise the power as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company has a policy on Directors’ appointment and remuneration including criteria for determining qualification, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 .The Nomination and Remuneration policy is annexed herewith as Annexure 2.

7. Declaration by Independent Directors

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149 (6) of the Companies Act, 2013 so as to qualify themselves to be appointed / continued as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules thereunder.

8. Explanation & Comments

The reports of Statutory Auditors appearing elsewhere in the Annual Report and that of the Secretarial Auditors (annexed hereto as Annexure 3) are self-explanatory the qulification / Observation of the statutory Auditors reported elsewhere in the Independent Auditors Report.

9. Particulars of Loans / Guarantee / Investments

Details of Loans / Advances / Investments as per the provisions of Section 186 of the Companies Act, 2013 is given under Notes to Financial Statements.

10. Particulars of Contracts with Related Party

All the transactions of the company with related parties are at arm’s length and have taken place in the ordinary course of business. Provisions of Section 188 of the Companies Act, 2013 is not applicable.

11. Material Changes

There is no material changes or commitments after closure of the financial year till the date of this report.

12. Auditors

a) Statutory Auditors

M/s.Thakker & Sanghani, Chartered Accountants, retire at the ensuing Annual General Meeting and they have given necessary certificate in terms of provisions under the Companies Act, 2013. They are entitled to be re-appointed. They have consented and confirmed their eligibility and desire to continue as Statutory Auditors of the Company.

b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies {Cost Records and Audit) Amendment Rules 2014, the Directors on the recommendation of the Audit Committee have appointed Sri. N. Krishnan, Practising Cost Accountant as the Cost Auditor of the Company for the financial year 2015-16.

c) Secretarial Auditor.

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. V.M.Vennila , a Practising Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2014-15

13. Audit Committee

In pursuance of the applicable provisions of Section 177 of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Audit Committee. The Directors who are the members of this committee are

1) Sri. N.Venkatesan - Independent Director - Chairman
2) Sri. R.P.Joshua - Nominee Director - Member
3) Smt .Suryaprabha - Independent Director - Member

The Company Secretary shall act as the Secretary of the Audit Committee as well.

The Board has accepted the recommendations of the committee and there were no incidences of deviation from such recommendations during the financial year under review.

The company has devised a Vigil Mechanism in the form of a Whistle Blower Policy inpursuance of the provisions of Section 177 (10) of the Companies Act, 2013. During the year under review, there were no complaints received under this mechanism. The whistle Blower Policy is uploaded in the company’s website.

14. Stakeholders Relationship Committee

In pursuance of the applicable provisions of Section 178 (5) of the Companies Act, 2013 a committee of Directors consisting of three Directors has been constituted as Stakeholders Relationship Committee. The Directors who are the members of this committee are

1) Sri. N.Venkatesan - Independent Director
2) Sri. Manoj Kumar Tibrewal - Managing Director
3) Sri. Mohanlal Tibrewal -Executive Director

15. Corporate Social Responsibility Committee

In terms of the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility Committee is to be constituted for the purpose of implementing the Corporate Social Responsibility. As on date, the Company does not come under the category of Companies who have to implement this scheme.

16. Disclosure under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Wokplace (Prevention, Prohibition and Redressal) Act, 2013. In this connection the company has set up Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. All employees {permanent, contractual, temporary, trainees) are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received : Nil

No of complaints redressed : Nil

17. Industrial Relations

Industrial relations continues to be cordial and the Directors appreciate the co-operation extended by the employees at all levels.

18. Energy Consumption

Energy consumption particulars as required under Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988 are given in the Annexure attached.

19. Technology Absorption

Technology absorption particulars as required under Rule 2 of the Companies (Disclosure of particulars in the Report of Board of Directors) Rule 1988 are given in the Annexure attached.

20. Foreign Exchanhe Earnings and Outgo.

Total Foreign Exchange used and earned is NIL during the year under review.

21. Evaluation of Board’s Performance

On the advise of the Board of Directors, the Nomination and Remuneration Committee, the company have formulated the criteria for the evaluation of the performance of Board of Directors , Independent Directors, Non- Independent Directos and the Chairman of the Board. Based on that performance, evaluation has been undertaken. The Independent Directors have also convened a separate meeting for this purpose. All the results and the evaluation has been communicated to the Chairman of the Board of Directors. All the Directors of the Board are familiar with the business of the company.

22. General

There are no employees falling under Section 217 (2A) of the Companies Act, 1956. The information pursuant to the Company (disclosure to particulars in the report of Board of Directors) Rules 1988 to the extent applicable is attached.

23. Matters as may be prescribed

As per Rule 8(5) of the Companies (Accounts) Rule, 2014 the following additional information are provided.

1 The financial summary or highlights The financial highlights is provided in this report.

2 The change in the nature of business if any There is no change in the business line of the company.

3 The details of Directors or Key Managerial

Personnel who were appointed or have resigned during the year. There is no change in the Key Managerial Personnel. However the change in the directorship has been mentioned in point No 4 of this report. ^

4 The names of companies which have become or ceased to be subsidiaries, joint ventures, or associate companies during the year; None

5 The details relating to deposits covered under Chapter V of the Act: The Company has not accepted deposits.

6 The details of deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable.

7 The details of significant and material orders passed by the Regulators or Court or Tribunals impacting the going concern status and companys operation in future As on the financial year ended 31 st March, 2015 or as on the date of this report, there is no such orders.

8 The details in respect of adequacy of Internal Control with reference to financial statements. Procedures are set out so as to detect and prevent frauds. The financial statements are prepared in accordance with the Accounting Standards issued by ICAI.

22. Acknowledgement.

Your Directors wish to thank and record their appreciation to all the Bankers of the Company for their valuable financial support extended to the Company as also for the valuable advice and guidance given by them. Your Directors also wish to thank the suppliers and all others who have extended their valuable support during times of turbulence. Last but not the least, your Directors express their heartfelt thanks for the employees at all levels who have stood by the Company in these testing times.

By Order of the Board
For GANGOTRI TEXTILES LIMITED
MANOJ KUMAR TIBREWAL
MANAGING DIRECTOR
Coimbatore MOHANLAL TIBREWAL
28-5-2015 EXECUTIVE DIRECTOR

ANNEXURE TO THE DIRECTORS’ REPORT

Information pursuant to the Companies {Disclosure of particulars in the Report of Board of Directors) Rules, 1988

FORM A

(See Rule 2)

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

CURRENT YEAR PREVIOUS YEAR
2014-2015 2013-2014
A) Power and Fuel Consumption
1 Electricity
a) Purchased Unit (KWH) 1,46,07,863 2,03,18,876
Total Amount (in Rs.) 10,84,90,672 14,68,03,470
Rate/Unit (Rs.) 7.33 7.22
b) Own Generation
Through Diesel Generator- Cotton Yarn
Unit(KWH) 11,190 2,36,745
Units/Ltr of Diesel of Oil 3.06 3.48
CostAJnit 19.50 16.40
b) Own Generation
Through Diesel Generator- Fabrics
Unit(KWH) - 17,710
Units/Ltr of Diesel of Oil - 2.75
Cost/Unit 21.24
d) Own Generartion
Through Diesel Generator- Garments
Units 9,311 16,892
Units/Ltr of Diesel 2.64 3.11
Cost/Unit 23.31 17.47
9) Own Generation through power Plant (Cotton Yarn)
Units - -
Units/Ltr Furnance Oil - -
Cost/Unit - -
f) Own Generation thro Windmill
Units 49,89,560 62,09,176
Cost/Unit 5.27 4.34
2 Fuel Consumption
a) Furnance Oil (Cotton Yarn)
Quantity (Kilo Litre) - -
Total Cost (in Rs.) - -
Average Rate - -
b) Furnance Oil (Garments)
Quantity (Kilo Litre) - -
Total Cost (in Rs.) - -
Average Rate - -
B) Consumption per unit o! production standrads (if any)
Products- Cotton Yarn (Kgs) - Own production 45,24,708 51,02,841
Products- Cotton Yarn (Kgs)- Job work production 31,48,650 43,11,626
Consumption (units) 1.91 2.16
Products- Garments (Kgs) 2,33,442 2,26,054
Consumption (units) 0.77 1.06
Products- Fabrics (Mtrs) - -
Consumption (units) - -