Your Directors have pleasure in presenting their report on the business and operation
of your Company together with the Audited Financial Statements for the year ended March
31, 2023.
FINANCIAL HIGHLIGHTS (Rs. in Lacs)
| FINANCIAL RESULTS |
2022-23 |
2021-22 |
| Total Revenue |
95682.00 |
108949.99 |
| Profit before Depreciation, Finance Cost & Tax |
2612.54 |
12454.07 |
| Less : Finance Cost |
2271.65 |
2436.60 |
| Less : Depreciation and Amortisation Expenses |
2914.05 |
2580.58 |
| Profit before Tax |
(2573.16) |
7436.89 |
| Provision for Tax |
|
|
| - Current Tax |
Nil |
2633.07 |
| - Deferred Tax |
(989.88) |
(43.35) |
| - Income Tax earlier year |
(150.20) |
10.86 |
| Profit after Tax |
(1433.08) |
4836.31 |
DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended March 31,
2023 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. 95682.00 lacs as compare to
previous year of Rs. 108949.99 Lacs and
Company incurred loss of Rs. 1433.08 lacs against the profit in previous year of Rs.
4836.31 lacs.
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 Boards
report and is annexed as Annexure ‘A.
DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES
As per provision of Section 152 of the Companies Act, 2013, Shri Saket Jaipuria,
Executive Director, retires by rotation at the ensuing Annual General Meeting and being
eligible offer himself for re-appointment.
The Independent Directors namely Shri Joginder Pal Kundra, Shri Jugal Kishore Bhagat,
Smt. Manju Rana and Shri Desh Deepak Verma have given their 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 the Company was held as required under,
Rule 8 of Schedule IV to the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015 wherein they reviewed the performance of the Executive Directors of the
Company, Chairman of the Company and assessed the quality, quantity and timelines of flow
of information.
The company has several Committees and the details alongwith its meetings have been
included in the Corporate Governance Report.
Further during the Financial Year 2022-23, Dr. Har Prasad Bhattacharya, Independent
Director had passed away due to prolonged illness and therefore ceased as the director of
the Company w.e.f. 24th August, 2022.
The Board of Directors of the Company at its meeting held on 29th July, 2022
has reappointed Shri Shishir Jaipuria as Managing Director of the Company for a further
period 3 years w.e.f. 1st April, 2023 on remuneration as recommended by the
Nomination and Remuneration Committee (NRC).
The Board of Directors of the Company at its meeting held on 29th July, 2022
has reappointed Shri Suresh Singhvi as whole time director designated as Director
(Finance) and CFO of the Company for a further period of 2 years w.e.f. 1st
August, 2022 on remuneration as recommended by the Nomination and Remuneration Committee
(NRC).
The Board of Directors of the Company at its meeting held on 14th February,
2023 has appointed Shri Desh Deepak Verma as Non- Executive Director in category of
Independent Director of the Company for the period of five years w.e.f. 14th
February, 2023 on remuneration as recommended by the Nomination and Remuneration Committee
(NRC). Further, his appointment was approved by shareholders by passing Special Resolution
through postal ballot dated March 23, 2023.
ANNUAL EVALUATION BY THE BOARD
For performance evaluation of the Board as stipulated under Listing Regulations and
Section 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 the
performance of the Board, its Committees and the individual Directors. The performance of
the Board was evaluated by the Board after seeking inputs from all directors on basis of
criteria, such as, board composition and structure, effectiveness of board processes,
information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking input from
the Committee members on the basis of criteria, such as, composition of Committees,
effectiveness of Committee meetings, etc. The Board and the NRC reviewed the performance
of individual directors on the basis of criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a
separate meeting of Independent Directors, performance of Non Independent Directors and
performance of the Board as a whole was evaluated. Further, they also evaluated the
performance of the Chairman of the Company, taking into account the views of the Executive
Directors and Non-executive Directors. Additionally, the Independent Directors in the said
meeting also evaluated the quality, quantity and timeliness of flow of information between
the company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The above evaluations were discussed in the Board meeting and NRC at which the
performance of the board, its committees, and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding
the independent director being evaluated.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place the Vigil Mechanism / Whistle Blower Policy with a view to
provide for adequate safeguards against victimization of persons who use such mechanism
and made provisions for direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases. The details of the Vigil Mechanism and whistle Blower
Policy are available on the website of the Company i.e. www.ginnifilaments.com .
NOMINATION AND REMUNERATION POLICY
The salient features of Nomination and Remuneration Policy of the Company is annexed to
this report as Annexure ‘B. The Nomination and Remuneration Policy as
approved by the Board may be accessed on the Companys website i.e. www.ginnifilaments.com.
MEETINGS OF THE BOARD
During the year under review, four (4) Board Meetings were held on 06th May,
2022, 29th July, 2022, 08th November, 2022 and 14th
February, 20223 and four (4) Audit Committee meetings were held on 06th May,
2022, 29th July, 2022, 08th November, 2022 and 14th
February, 2023. In accordance with the requirement from time to time other Committee
meetings were held and one separate meeting of Independent Directors was also held. The
attendance of the Directors who attended the Board Meetings and Committees thereof has
been included in the Corporate Governance Report.
CODE OF CONDUCT
The Code of conduct laid down by the Board is in operation in the Company. All Board
members and senior management personnel have affirmed the compliance with the code. The
declaration 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, to
the best of knowledge and belief and according to the information and explanations
obtained, your Directors make the following statements that :
a. in the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures, if any;
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 the Companies Act, 2013 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;
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.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of Loans, Guarantees or Investments are provided in the Financial
Statements of the Company. Please refer to Note No. 7 of the Financial Statements of the
Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be assessed at the Companys website at
www.ginnifilaments.com . During the year under review, there has been no materially
significant related party transaction between the Company and its related parties which
statement, please refer requires disclosure in prescribed form .For related party
transactions in financial to Note No. 44 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 the
Companys 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 and
developments in different segments in which the Company operates at the Board meetings
while reviewing the operations, quarterly/annual financial results and considering the
budgets.
A familiarization programme for IDs laid down by the Board has been posted on the
Companys website at www.ginnifilaments.com.
RISK MANAGEMENT
The company has a risk management committee which has the responsibility to identify
the risk and suggest the management the mitigation plan for the identified risks in
accordance with the risk management policy of the Company. The detail of risks and other
concerns are included in the Management Discussion and Analysis which is the part of this
Directors Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 of the Companies Act, 2013 and applicable
Rules and recent amendments, for the year ended March 31, 2023, your Company has during
the year 2022-23 spent upto two percent of the average net profits of your Company during
the three preceding financial years. The Company approved the fund of CSR contribution of
Rs. 93.84/- lacs for the Financial Year 2022-23 out of which Rs.2.18 Lacs had been spent
toward flag distribution at Mathura, also spent Rs. 83.16 lacs towards advancement of
education for the students at Lucknow, Rs. 5.00 Lacs contribution for Sanitation of
Bharuch City as well as Zadeshwar, Nandelav and Bholav in Gujrat and Rs. 3.50 Lacs
contribution at Mathura toward advancement of Education for students. The details are
provided in the Annual Report on CSR activities.
Acknowledging its responsibility towards the society, your Company has put in place a
CSR Policy, which may be referred to at the Companys website www.ginnifilaments.com . The
Annual Report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure-
C and forms an integral part of this Report.
EXTRACT OF THE ANNUAL RETURN
A Copy of the Annual Return of the Company containing the particulars, prescribed u/s
92 of the Companies Act, 2013, in form MGT-7 is uploaded on the website of the Company
i.e. www.ginnifilaments.com.
FIXED DEPOSITS
The Company has neither invited nor accepted any deposits from the public or its
employees under section 73 of Companies Act, 2013 and rules made thereunder, during the
year under review.
SIGNIFICANT AND MATERIAL ORDERS
There is no significant and material order passed by any of regulators, court of law or
tribunals impacting the going concern status of the company or impacting its operations in
future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system, commensurate with the size,
scale and complexity of its operation. The details have been included in the Management
Discussion and Analysis which is the part of this Boards 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 39th
Annual General Meeting held on 28th September, 2022, to hold office from the
conclusion of 39th AGM until the conclusion of 44th AGM.
AUDITORS REPORTS
The Auditors Report on the Audited Financial Statement of the Company for the year
ended 31st March, 2023 do not contain any qualification, reservation or adverse
remark so need not require any explanation or comment.
COST AUDITOR
The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s
K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024), as Cost
Auditor to audit the cost accounts of the Company for the Financial Year 2023-24. In
accordance with the provisions of Section 148 of the Companies Act, 2013, read with
Companies (Audit and Auditors) Rules,
2014, the remuneration payable to the cost Auditors requires ratification by the
shareholders of the company.
COST RECORDS
The Cost accounts and records as required to be maintained under Section 148 (1) of Act
are 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 Directors
had appointed Mr. Praveen Rastogi, Proprietor of M/s Praveen Rastogi and Co., Company
Secretary in practice as Secretarial Auditor of the Company to conduct the Secretarial
Audit for the Financial Year ended March 31, 2023. The Secretarial Audit Report is annexed
as Annexure ‘D.
The Secretarial Audit Report for the Financial Year ended on March 31, 2023 issued by
Secretarial Auditor do not contain any qualification, reservation or adverse remark so
need not require any explanation or comment.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there has been no change in the Companys nature of
business.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS 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 VENTURES
OR 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 2022-23.
SECRETARIAL STANDARD
The Company is in Compliance with the Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A statement giving details of conservation of energy, technology absorption, foreign
exchange 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 forms
part of this Boards 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 Act,
2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure ‘F.
CORPORATE GOVERNANCE
Your Company is in compliance with the requirements and disclosures with respect to the
report of Corporate Governance as required under Regulation 34 read with Schedule V of
SEBI (LODR) Regulations, As a listed company, necessary measures are taken to comply with
the requirements of regulations of SEBI (LODR) Regulations, 2015. A report on Corporate
Governance as stated above, along with a certificate of compliance from the Auditor, M/s
Praveen Rastogi and Co., Company Secretary, forms part of this Boards
Report and is annexed as Annexure - ‘G.
COMPOSITION OF AUDIT COMMITTEE
As on the date of this report, the Audit Committee comprises of 3 Non Executive
Independent Directors, viz., Shri J. P. Kundra (Chairman of the Committee), Shri J.K.
Bhagat and Smt. Manju Rana and one Executive Director i.e. Shri Shishir Jaipuria as
Members.
COMPOSITION OF OTHER COMMITTEE
Details regarding Composition of other Committees of the Board are mentioned in the
Corporate Governance Report forming part of this Annual Report.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE, 2016 DURING THE FINANCIAL YEAR
There is no application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 during the financial year 2022-23.
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND 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 the
same.
The Company is committed to provide a safe and conducive work environment to its
employees during the financial year. Your Directors further state that during the
financial year, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
INDUSTRIAL RELATIONS
The Company continued to maintain harmonious and cordial relations with its workers in
all its divisions, which enabled it to achieve best performance level on all fronts.
OTHER DISCLOSURES
(i) There were no instances of any fraud reported by the Auditors under Section 143(12)
of the Act.
(ii) No material change or commitment has occurred after close of the financial year
2022-23 till the date of this Report, which affects the financial position of the Company.
ACKNOWLEDGEMENT
The Directors wish to convey their deep appreciation for the cooperation and assistance
received from its stakeholders, valued customers, suppliers, banks, financial
institutions, government authorities and stock exchanges. The Directors also wish to place
on record their sincere appreciation of the devoted and dedicated services rendered by all
Executives, Staff Members and Workmen of the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
| Place : NOIDA (U.P.) |
SHISHIR JAIPURIA |
| Date : 26th May, 2023 |
Chairman & Managing Director |
|
DIN: 00274959 |
+91-9892691696
