Ginni Filaments Director Discussions


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