Dear Shareholders, your Directors have pleasure in presenting the 33rd Annual Report of
our Company along with the Audited Balance Sheet and the Statement of Profit and Loss
Account for the year ended March 31st, 2023.
1) FINANCIAL RESULTS
Rs. in Lakhs
| Particulars |
2022-23 |
2021-22 |
| SALES |
|
|
| Export |
0.00 |
0.00 |
| Operating Profit |
(57.73) |
(47.30) |
| Less: Financial Charges |
- |
- |
| Gross Profit |
(57.73) |
(47.30) |
| Less : Depreciation |
15.59 |
17.60 |
| Profit/(Loss) before Tax |
(69.32) |
(64.90) |
| Net (Loss) / Profit |
(69.32) |
(64.90) |
2) STATE OF COMPANYS AFFAIRS
The Company has suspended the operation due to market volatility. your directors are
exploring all the possibilities of recommencing the production subject to viability.
3) SHARE CAPITAL
The paid up Equity Share Capital of the Company as on March 31, 2023 was Rs. 30.68
Crores. No additions and alterations to the capital were made during the financial year
2022-23.
4) DIVIDEND your Directors regret for the non-declaration of dividend owing to
non-operation of the unit.
5) TRANSFER TO GENERAL RESERVE
Since there is no operation, the Company does not transferred any funds to the General
Reserve.
6) MATERIAL CHANGES AND COMMITMENTS OF THE COMPANY
There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of report.
7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There has been no loan, guarantees or investments given or made by the company under
section 186 of the Companies Act, 2013 during the financial year.
8) SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The company doesnt have any subsidiaries, associates and joint venture companies.
9) DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on date of the balance
sheet.
10) DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition
The Board consists of the one Executive Director, one Non-Executive Director and Two
Non-Executive Independent Directors.
Independent Directors are appointed for a term of five not liable to retire by
rotation.
Retirement by rotation
Pursuant to Section 152 of the Companies Act, 2013, Mr. R. Veeramani l who retires by
rotation at the forthcoming AGM and is eligible for reappointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial
Personnel of the Company are Mr.R.Veeramani, Managing Director, Mrs. A.Vani, Company
Secretary and Mr.G.Senthilvel, Chief Financial Officer.
Declaration of Independent Directors
As per the Companies Act, 2013, your company had appointed two independent directors
and they have declared that they meet the criteria of independence in terms of Section
149(6) of the Companies Act,
2013 and that there is no change in their status of independence.
Policy of Directors Appointment and Remuneration
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
report, which forms part of the Boards 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(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is NIL
Training Of Independent Directors
To familiarize the strategy, operations and functions of our Company, the executive
directors make presentations/orientation programme to non executive independent directors
about the companys strategy, operations, product and service offerings, markets,
organization structure, finance, human resources, production facilities and quality and
risk management. The appointment letters of Independent Directors has been placed on the
Companys website at www.gemspin.com.
11) MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met during the year on 13th February 2023
to review the performance of non- Independent Directors and the Board as a whole, review
the performance of the
Chairperson of the Company and had accessed the quality, quantity and timeliness flowof
information between the company management and the Board.
12) DIRECTORS RESPONSIBILITY STATEMENT your Directors state that: a) in the
preparation of the annual accounts for the year ended March 31, 2023, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the same; b) 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 as at March 31, 2023 and of the profit of the Company for the
year ended on that date; c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating
effectively; and f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
13) BOARD MEETINGS:
During the year, four board meetings were held. Dates of the Board meetings and details
of Directors attendance at the meetings are furnished in the Corporate Governance report.
14) RISK MANAGEMENT POLICY
The risk management is overseen by the audit committee of the company on a continuous
basis, therefore constituting a Risk Management Committee does not arise. Major risks, if
any, identified by the business and functions are systematically addressed through
mitigating action on a continuous basis.
15) RELATED PARTY TRANSACTIONS
As per the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations 2015,
your Company has formulated a Policy on Related Party Transactions which is also available
on Companys website at www.gemspin.com.
The Policy intends to ensure that proper reporting approval and disclosure processes
are in place for all transactions between the
Company and Related Parties. This Policy specifically deals with the review and
approval of Material Related Party Transactions keeping in mind the potential or actual
conflicts of interest that may arise because of entering into these transactions.
There were no contract / arrangement / transactions entered in to during the year ended
March 31, 2023.
16) CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Directors and Members of Senior Management have affirmed compliance with the Code
of Conduct for Directors and Senior Management of the Company. A declaration to this
effect has been signed by Mr.G.Senthilvel, Chief Financial Officer.
17) ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE, ETC
The information as required to be disclosed on conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as "Annexure - I" to this Report.
18) EXTRACT OF ANNUAL RETURN
The extract of Annual Return of the Company is annexed herewith as
"Annexure-II" to this report
19) CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND OTHER
INFORMATION 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 II) and Corporate Governance Report with Auditors Certificate
thereon (Annexure III) are attached and form part of this report.
20) CORPORATE SOCIAL RESPONSIBILITY (CSR): your company is not having Net profits
of more than 5 Crore rupees, in the year 2022-23 and therefore Constituting of a CSR
committee in accordance with the provisions of section 135 of the Act does not arise.
21) PARTICULARS OF EMPLOYEES:
According to Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the
directors are drawing remuneration and thereby the said section is not applicable and
hencepursuant to the not furnished.
22) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Audit Committee under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned
in the Boards Report.
23) STATUTORY AUDITORS
As M/s. K. Arunkumar& Associates, Chartered Accountants has not met with SEBI
requirements, the Board on its meeting held on 30th May 2023 appointed
M/s.Vivekanandan& Associates, Chennai,
Chartered Accountants as Statutory Auditors of the Company.
24) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a proper and adequate internal control system to ensure that all assets
are safeguarded and protected against loss from unauthorized use or disposition and that
all transactions are authorized, recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal audit,
review by management and documented policies, guidelines and procedures. The internal
control is designed to ensure that financial and other records are reliable for preparing
financial statements and other data for maintaining accountability of assets.
25) SECRETARIAL AUDITOR
As required under Section 204 of the Companies Act, 2013 and Rules there under the
Board has appointed Lakshmmi Subramanian & Associates, Practising Company Secretaries
as Secretarial Auditor of the company to conduct Secretarial Audit for the financial year
2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is
annexed herewith marked as Annexure "IV" to this Report. COMMENT ON SECRETARIAL
AUDITORS REPORT - The Board of Directors has taken adequate measures to regularize the
qualification stated in their report.
26) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company.
27) DISCLOSURE UNDER THE SEXUAL HARASMENT OF WOMAN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDESSAL) ACT, 2013
The company has in place an anti-sexual harassment Policy as required under prevention
of Sexual harassment of Woman at workplace (Prohibition, Prevention and Redressal) Act
2013 and constituted an Internal Complaints Committee (ICC). your Directors further states
that during the year under review, there were no cases filed Sexual harassment of Woman at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28) ACKNOWLEDGEMENT your Directors thank the Central and State Governments and the
Banks for their continued help and support. your Directors are especially thankful to the
esteemed Shareholders for their continued encouragement and support.
For and on behalf of the Board of Directors
For Gem Spinners India Limited
| Place: Chennai |
R.Veeramani |
P.P.Doddanavar |
| Date: 14-08-2023 |
DIN: 00032895 |
DIN: 00960514 |
+91-9892691696
