To,
The Members of GINI SILK MILLS LIMITED
Your Directors have pleasure in presenting their 43rd Annual Report on the
business and operations of the Company and Audited Statement of Accounts for the year
ended 31st March, 2023.
1. FINANCIAL HIGHLIGHTS:
The Boards Report is prepared based on the standalone Financial Statements of the
Company.
(Rs. In Lakhs)
Sr. No. |
Particulars |
2022-23 |
2021-22 |
| 1. |
REVENUE |
|
|
|
Net Sales/ Income from operation |
4618.69 |
3089.43 |
|
Other Income |
169.34 |
218.91 |
|
Total |
4788.03 |
3308.34 |
| 2. |
LESS: EXPENDITURE |
|
|
|
Cost of Materials Consumed |
1464.83 |
865.90 |
|
Purchases of Stock-in-Trade |
175.64 |
181.95 |
|
Change in inventories of Finished Goods, Work in Progress and Stock in
Trade |
(150.76) |
(103.67) |
|
Employee Benefit Expenses |
432.93 |
362.14 |
|
Financial Cost |
69.26 |
16.57 |
|
Depreciation and Amortization Expense |
137.08 |
123.73 |
|
Other Expenses |
2470.66 |
1815.71 |
|
Total |
4599.65 |
3262.32 |
| 3. |
Profit Before Tax |
188.38 |
46.01 |
| 4. |
Provision for Taxation |
|
|
|
i) Current Tax |
35.00 |
10.00 |
|
ii) Deferred Tax |
(1.68) |
(1.81) |
|
iii) (Excess)/ Short provisions written back of earlier years |
2.00 |
0.07 |
| 5. |
Profit After Tax |
153.07 |
37.77 |
| 6. |
Balance carried from previous year |
2974.71 |
2936.95 |
| 7. |
Total other Comprehensive Income for the year |
(105.06) |
79.31 |
| 8. |
Amount Available for Appropriation |
3022.72 |
3054.02 |
| 9. |
Balance carried to Balance Sheet |
3127.78 |
2974.71 |
| 10. |
Basic/ Diluted Earnings per Equity Shares |
2.74 |
0.68 |
2. DIVIDEND:
In order to conserve the resources by taking into account the prevailing economic
situation and the need of resources for growth, the Board of Directors have decided not to
recommend any dividend on the Equity Shares of the Company for the Financial Year ended
March 31, 2023.
3. RESERVES:
The Company does not propose to transfer any amount to the General Reserves.
4. OPERATIONS:
The Revenue from operations during the period under review was Rs. 4618.69 Lakhs as
compared to Rs. 3089.43 Lakhs in the previous year.
During the period under review the Profit After Tax (PAT) stood at Rs. 153.07 Lakhs as
compared to Rs. 37.77 Lakhs in the previous year. The performance for the coming years is
expected to improve upon if right macroeconomic indicators are achieved in future.
5. DIRECTORS RESPONSIBILITY STATEMENT:
The Directors confirm that—
a. in the preparation of the Annual Accounts, the applicable Accounting Standards had
been followed along with proper explanation relating to material departures;
b. the Directors had selected such Accounting Policies and applied them consistently
and made judgments 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 financial year and of
the Profit and Loss of the Company for that period;
c. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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; and
e. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and f. the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
6. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of Annual Return as at March 31, 2023 on its website at www.ginitex.com.
By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with rule 12 of
The Companies (Management and Administration) Rules, 2014, the Company is not required to
provide extract of Annual Return (Form MGT-9) as part of the Boards report.
7. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with
Related Parties referred to in subsection (1) of section 188 of the Companies Act, 2013
including certain arms length transactions under third proviso thereto is disclosed in
Form No. AOC-2 as Annexure I.
8. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTMENTS / RESIGNATIONS DURING THE
YEAR:
In accordance with the provisions of Section 152 of the Act and the Companys Articles
of Association, Mrs. Anjali Harlalka, Director retires by rotation at the forthcoming
Annual General Meeting ("AGM") and being eligible, offers herself for
reappointment. The Board recommends the proposal of her re-appointment for the
consideration of the Members of the Company at the forthcoming AGM and the same has been
mentioned in the Notice convening the AGM. A brief profile of Mrs. Anjali Harlalka has
also been provided therein.
There were no reappointment of Directors of the Company during the period under review.
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-09.13:1 |
|
|
b) Mr. Pranav Harlalka, Executive Director-09.13:1 |
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- 100% |
|
|
b) Mr. Pranav Harlalka - Nil |
|
|
c) CFO/CS - 9% |
3. |
The percentage increase in the median Remuneration of Employees in the
financial year. |
18.94% |
4. |
The number of permanent Employees on the rolls of Company. |
119 |
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 an average increase of 18.03% in salaries of Employees
other than Managerial Personnel whereas there has been an increase of 33.33% in Managerial
Remuneration. |
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
under Section 134(3)(q) read with Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014: There are no Employees drawing Remuneration exceeding
Rupees One crore and two Lakhs per annum if employed throughout the financial year or
Rupees Eight Lakh and Fifty Thousand per month if employed for part of the financial year
or draws Remuneration in excess of Managing Director or Whole Time Director or Manager and
holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares 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 |
| 5. |
Stakeholders Relationship Committee |
One |
11. FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of
Schedule II, the Board has carried out an annual evaluation of its own performance and
working of its Committees. The Boards functioning was evaluated on various aspects,
including inter alia degree of fulfillment of key responsibilities, its structure and
composition, establishment and delegation of responsibilities to various Committees.
Directors were evaluated on aspects such as attendance and contribution at Board/
Committee Meetings and guidance/ support to the management of the Company. Areas on which
the Committees of the Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specified duties, obligations and governance.
The Independent Directors of the Company met on February 11, 2023 without the presence
of Non-Independent Directors and members of the management to review the performance of
Non-Independent Directors and the Board of Directors as a whole; to review the performance
of the Chairman and Managing Director of the Company and to assess the quality, quantity
and timeliness of flow of information between the management and the Board of Directors.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The Directors expressed their satisfaction with the evaluation process.
The details of the Committees of the Board along with their composition, number of
meetings and attendance at the meetings are provided in the Report on Corporate
Governance.
12. DECLARATION BY AN INDEPENDENT DIRECTOR:
All Independent Directors of the Company have given declarations that they meet the
conditions of independence as laid down under Section 149(6) of the Act and Regulation
16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors fulfill the said conditions of independence. The Independent Directors have also
confirmed that they have complied with the Companys Code of Business Conduct &
Ethics. In terms of requirements of the Listing Regulations, the Board has identified core
skills, expertise and competencies of the Directors in the context of the Companys
businesses for effective functioning.
13. NOMINATION AND REMUNERATION POLICY:
The Board of Directors at their meeting held on November 12, 2021 has approved the
updated Nomination and Remuneration Policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The said policy is also uploaded on the website of the Company www.ginitex.com. The policy
provides the criteria for determining qualifications, positive attributes and Independence
of Director and criteria for appointment and removal of Directors, Key Managerial
Personnel / Senior Management and performance evaluation which are considered by the
Nomination and Remuneration Committee and the Board of Directors.
The Policy sets out a framework that assures fair and optimum remuneration to the
Directors, Key Managerial Personnel, Senior Management Personnel and other employees such
that the Companys business strategies, values, key priorities and goals are in harmony
with their aspirations. The policy lays emphasis on the importance of diversity within the
Board, encourages diversity of thought, experience, background, knowledge, ethnicity,
perspective, age and gender.
The Nomination and Remuneration Policy is directed towards rewarding performance, based
on review of achievements. It is aimed at attracting and retaining high caliber talent.
14. STATUTORY AUDITORS:
At the Annual General Meeting held on September 21, 2022, M/s. Vatsaraj and Co.,
Chartered Accountants, Mumbai (FRN: 111327W), were appointed as statutory auditors of the
Company to hold office till the conclusion of the Annual General Meeting to be held in the
year 2027.
The report given by the auditors on the financial statement of the Company is a part of
the Annual Report. There has been no qualification, reservation, adverse remarks or
disclaimer 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 Secretarial
Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure
II to this report. The report is self-explanatory however the Company has initiated
necessary steps to comply with various non-compliances as mentioned under the Secretarial
Audit Report.
The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of
Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08,
2019, is uploaded on the website of the Company i.e. www. ginitex.com.
16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has devised an effective vigil mechanism/ whistle blower policy enabling
stakeholders, including individual employees and their representative bodies, to freely
communicate their concerns about illegal or unethical practices. The policy has been
posted on the website of the Company i.e. www.ginitex.com.
17. COMMITTEES OF THE BOARD:
With a view to have a more focused attention on business and for better governance and
accountability, the Board has constituted the mandatory committees viz. Audit Committee,
Stakeholders Relationship Committee and Nomination and Remuneration Committee.
The details with respect to the compositions, roles, terms of reference etc. of
relevant committees are provided in the Corporate Governance Report of the Company, which
forms part of this Annual Report.
18. SIGNIFICANT MATERIAL CHANGES
There were no material changes and commitments, which adversely affects 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 the report.
19. RISK MANAGEMENT:
The Company is reviewing its Risk perception from time to time taking into accounts
overall business environment affecting/ threatening the existence of the Company.
Presently management is of the opinion that such existence of risk is minimal.
20. DETAILSINRESPECTOFADEQUACYOFINTERNALFINANCIALCONTROLSWITHREFERENCE TO THE FINANCIAL
STATEMENTS:
Your Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
operations.
Business risks and mitigation plans are reviewed and the internal audit processes
include evaluation of all critical and high-risk areas. The main focus of internal audit
is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. During the year under review,
there were no elements of risk which in the opinion of the Board of Directors threaten the
existence of the Company.
21. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Company does not have the requisite Net Worth nor has it achieved the requisite
turnover nor it has the requisite net profit for the year for triggering the
implementation of "Corporate Social Responsibility" (CSR), therefore, the
Company has neither formed any CSR committee nor any policy thereof.
22. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF
INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
The Board of Directors have not given a statement regarding opinion of the Board with
regard to integrity, expertise and experience (including the proficiency) of the
independent Directors appointed during the year as there were no Independent Directors
appointed in the year.
23. DEPOSITS:
The Company has not accepted deposits from the public and/or members falling within the
ambit of Section 73 and Section 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014. Hence, the requirement of furnishing details of
deposits which are not in compliance with the Chapter V of the Act is not applicable.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Act are given in the notes to financial statements forming part of the Annual
Report.
25. CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is a code of self-discipline. In the
line with this policy, the Board of Directors strongly believes that it is very important
that the Company follows healthy Corporate Governance practices and reports to the
shareholders the progress made on the various measures undertaken.
As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate
section on corporate governance practices followed by the Company, together with a
certificate from the Companys Auditors confirming compliance forms an integral part of
this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS:
I. A. Industry Structure and Developments:
The Indian textile market is gaining its global share of business as buyers from
several countries are strategically replacing China as their primary suppliers by adding
additional sourcing countries to their outsourcing portfolios. Indian players are ideally
suited competitively to capture a good portion of this global shift.
The Indian Textile Industry is one of the most unique industries with its ancient
techniques and cultural traditions. Traditional sectors like handloom, handicrafts and
small-scale power-loom units are the biggest source of employment for millions of people
in rural and urban area.
By allowing 100% FDI in the Indian textile sector to launching various schemes from
time to time, the Government of India intends an overall improvement within the Textile
Industry. Schemes such as the Indian Technical Textile Mission were launched to hasten the
growth of the textile industry for the period 2020-21 to 2023-24. The Production Linked
Incentive (PLI) Scheme for the textile industry aims to promote the production of
higher-value man-made fabrics, garments, and technical textiles. Furthermore, the
Government launched the Technology Upgrading Scheme to provide capital subsidies for the
better development of the textile industry.
Apart from Central Government initiatives, the various State Governments are also
encouraging the companies with multiple schemes, tax waivers, and benefits. The
Maharashtra Government, for example, has launched subsidy schemes for the further
development and expansion of the textile industry within the State The Indian Textile
industry is set for strong growth, buoyed by strong domestic consumption as well as export
demand.
B. Opportunities and Threats:
1. Shift towards the market of branded ready-made garments is being observed.
2. India has one of the fastest growing economies with the GDP. This creates a boost in
the purchasing power of the people while it also spurs the demand for products of the
textile industry. This boost results in a wide range of capacity to manufacture different
products that can be transported within India as well as across the world.
3 . Indias textile industry plays technological and capital-intensive role and
is compared with industries like heavy machinery, automobile etc.
4. The frequently changing policies stated by the government at the central and state
levels create an immense pressure on the textile industry.
Since the pattern of industrialization in trade has become common in consumer goods
industries and labour-intensive industries hence there is immense opportunity in the
textile industry.
C. Segment-Wise or Product-Wise Performance:
In Textiles, our product is very well accepted by our customers & we are in the
process of increasing our customer portfolio.
D. Outlook:
Your Companys future growth will be driven by multiple growth drivers. In the textile
space, large opportunities in global textile and clothing markets are driving growth for
us. Your Company will focus on its core strengths product segments. Its focus on building
marketing & distribution foot-prints shall continue with renewed vigor during the
coming year. On the whole, we are seeing new growth opportunities in advanced material
division and the segment continues to grow at rapid pace.
E. Risk and Concerns:
The Company has risk management framework which enable it to take certain risks to
remain competitive and achieve higher growth and at the same time mitigate other risks to
maintain sustainable results.
A key factor in determining a Companys capacity to create sustainable value is the
risk that the Company is willing to take and its ability to manage them effectively. The
Companys Risk Management processes focuses on ensuring that risks are identified on a
timely basis and addressed.
F. Internal Control Systems and their Adequacy:
The existing Internal Controls are adequate and commensurate with the nature, size,
complexity of the Business and its Processes. During the year the Company has laid down
the framework for ensuring adequate internal controls and to ensure its effectiveness,
necessary steps were taken by the Company.
G. Discussion on financial performance with respect to Operational Performance:
During the year under review, your Company has registered a turnover of Rs. 4618.69
Lakhs as compared to Rs. 3089.43 Lakhs in the previous year.
The sales revenue from Processing of Fabric increased from Rs. 2388.36 Lakhs to
Rs.3430.74 Lakhs during the year under review.
H. Material developments in human resources/ industrial relations front, including
Number of People Employed in the company:
Your Company believes that its employees are one of the most valuable assets of the
Company. The employees are deeply committed to the growth of the Company. With the growing
requirements of the Company, Company has taken necessary initiatives to ensure not only
the retention of the employees but also their growth and development.
The Company also provides various opportunities to the employees to develop their
skills to take up higher responsibilities in the organization. Company also uses various
communication channels to seek employees feedback about the overall working environment
and the necessary tools and resources they need to perform at their best potential.
I. Details Of Significant Changes In Key Financial Ratios:
Sr. No. |
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
| 1. |
Current Ratio |
2.14 |
2.13 |
| 2. |
Debt-Equity Ratio |
0.19 |
0.20 |
| 3. |
Inventory Turnover Ratio |
14.95 |
15.07 |
| 4. |
Debtors Turnover Ratio |
1.61 |
1.26 |
| 5. |
Return on Net Worth |
3.61 |
0.90 |
II. DISCLOSURE OF ACCOUNTING TREATMENT:
In the preparation of financial statements, a treatment different from that prescribed
in an Accounting Standard has not been followed, thus managements explanation is not
required.
27. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company firmly believes in providing a safe, supportive and friendly workplace
environment – a workplace where our values come to life through the supporting
behaviors. Positive workplace environment and a great employee experience are integral
part of our culture. Your Company believes in providing and ensuring a workplace free from
discrimination and harassment based on gender.
In order to comply with provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company
has formulated and implemented a policy on prevention, prohibition and redressal of
complaints related to sexual harassment of women at the workplace. All women employees
whether permanent, temporary or contractual are covered under the above policy. The said
policy has been uploaded on the internal portal of the Company for information of all
employees. An Internal Complaints Committee (ICC) has been set up in compliance with the
said Act. The Composition of the said Committee is as follows:
| 1. |
Sonal Tukrul |
Presiding Officer |
| 2. |
Sunita Pecheco |
Member |
| 3. |
Vaishali Raut |
Member |
| 4. |
Shweta Panchal |
Member |
| 5. |
Sheela Parhad |
Member |
| 6. |
Uday Mehar |
External Member |
The following is a summary of sexual harassment complaint received or disposed off
during the year 2022-23:
| No. of Complaint received |
NIL |
| No. of Complaint disposed off |
NIL. |
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO 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 continues
to receive priority attention at all levels by regular monitoring of all equipments and
devices which consume electricity.
(ii) The steps taken by the Company for utilizing alternate sources of energy - Company
ensures that the manufacturing operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.
(ii) The capital investment on energy conservation equipments –Since Company is
having adequate equipment; no capital investment on energy conservation equipments is
made during the year.
B) TECHNOLOGY ABSORPTION:
(i) The efforts made towards technology absorption - Not Applicable
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution - Not Applicable
(iii) In the case of imported technology (imported during the last three years reckoned
from 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 reasons
thereof - Not Applicable
(iv) The expenditure incurred on Research and Development – At present the Company
does not have separate division for carrying out research and development work. No
expenditure has 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.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operations in future.
30. SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the provisions of
all 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 of
Company Secretaries of India and approved by the Central Government, and that such systems
are adequate and operating effectively.
31. LISTING AGREEMENT WITH THE STOCK EXCHANGE:
The Company has entered into the Uniform Listing Agreement as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and confirms that it has paid
the Annual Listing Fees for the year 2022-23 to BSE Ltd. where the Companys Shares are
listed.
32. RELATED PARTY TRANSACTIONS AND ITS DISCLOSURE:
The amended Related Party Transaction Policy has been adopted by the Board of Directors
in their meeting held on August 10, 2022 for determining the materiality of transactions
with related parties and dealings with them. The said policy may be referred to, at the
Companys website i.e. www.ginitex.com.
All Related Party transactions are mentioned in the notes to financial statements
forming part of the Annual Report. All related party transactions are placed before the
Audit Committee for approval. Omnibus approval was obtained on a yearly basis for
transactions which were repetitive in nature.
The listed entity which has listed its non-convertible securities shall make
disclosures in accordance with Para A of Schedule V of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) in compliance with the Accounting
Standard on Related Party Disclosures. Since the Company does not have or nor listed its
non-convertible securities and does not have any Holding Company and/or Subsidiary Company
and/or Associate Company, the above disclosure is not applicable to the Company.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2), the top one thousand listed entities based on market
capitalization shall annex Business Responsibility and Sustainability Report to its annual
report describing the initiatives taken by the listed entity from an environmental, social
and governance perspective. Business Responsibility and Sustainability Report is not
applicable to the Company as the Company does not come under the based on market
capitalization.
34. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES:
There are no Companies which have become or ceased to be its Subsidiaries, Joint
Venture or Associate Companies during the financial year 2022-23.
35. INDUSTRIAL RELATION:
The industrial relations of the Company continued to be cordial throughout the year.
36. OTHER DISCLOSURES:
a) During the year under review, there has been no change in the nature of business of
the Company.
b) The Central Government has not prescribed the maintenance of cost records under
Section 148(1) of the Companies Act, 2013 for the Company.
c) There were no incidences of reporting of frauds by Statutory Auditors of the Company
under Section 143 (12) of the Companies Act, 2013 read with Companies (Accounts) Rules,
2014 during the year under review.
d) The Company has not issued Equity Shares with differential rights as to dividend,
voting or otherwise.
e) The Company has not issued any sweat Equity Shares to its Directors or Employees. f)
No application was made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.
37. UNPAID DIVIDEND AND IEPF:
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF; established by the Government of India, after completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
During the F.Y. 2022-23, Company has transferred the amount of unpaid or unclaimed
dividend and unclaimed shares as per the applicable provisions of the Companies Act, 2013,
read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("the IEPF Rules") to the IEPF, details of which is available on the website of
the Company i.e. www.ginitex.com.
38. APPRECIATION:
We record our gratitude to the Banks and others for their assistance and co-operation
during the year. We also wish to place on record our appreciation for the dedicated
services of the employees of the Company. We are equally thankful to our esteemed
investors for their co-operation extended to and confidence reposed in the management.
BY ORDER OF THE BOARD FOR GINI SILK MILLS LIMITED
|
Sd/- |
|
DEEPAK HARLALKA |
Date: August 19, 2023 |
CHAIRMAN |
Place: Mumbai |
DIN: 00170335 |
Registered Office: |
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| 413, Tantia Jogani Industrial Estate Premises, |
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| Opp. Kasturba Hospital, J. R. Boricha Marg, |
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| Lower Parel (East), Mumbai-400011. |
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+91-9892691696
