SENSEX NIFTY
Garden Silk Mills Directors Report, Garden Silk Reports by Directors
YOU ARE HERE > MONEYCONTROL > MARKETS > TEXTILES - WEAVING > DIRECTORS REPORT - Garden Silk Mills

Garden Silk Mills

BSE: 500155|NSE: GARDENSILK|ISIN: INE526A01016|SECTOR: Textiles - Weaving
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
LIVE
BSE
Dec 02, 16:01
27.55
-0.3 (-1.08%)
VOLUME 5,450
LIVE
NSE
Dec 02, 16:01
27.60
-0.4 (-1.43%)
VOLUME 25,134
Download Annual Report PDF Format 2015 | 2014 | 2013 | 2012 | 2011 | 2010
Directors Report Year End : Mar '15    « Mar 14
Dear Shareholders,
 
 The Directors hereby present the Thirty-sixth Annual Report on the
 business and operations of the Company, together with the Audited
 Statements of Accounts for the year ended 31st March, 2015.
 
 Financial Results
 
 The Company''s performance during the financial year ended 31st March,
 2015 on standalone basis, as compared to the previous financial year,
 is summarized below.
 
                                                         (Rs in crores)
 
 Particulars                                        2014-15      2013-14
 
 Total Revenue                                      2648.44      3081.27
 
 Earning before interest,depreciation
 and tax(EBIDTA)                                     116.62        66.69
 
 Less: Finance Costs                                 183.24       158.22
 
 Depreciation                                         76.13        92.37
 
 Profit/(Loss)beforeTax                             (142.75)     (183.90)
 
 (Add)/Less:ProvisionforTax                            0.00       (39.45)
 
 Profit / (Loss) after Tax                          (142.75)     (144.45)
 
 Dividend
 
 Considering the loss incurred by the Company, your Directors do not
 recommend any dividend on equity shares for the financial year 2014-15.
 
 Transferto Reserve
 
 In absence of distributable profits / earnings, it is not proposed to
 transfer any amount to reserves for the financial year 2014-15.
 
 Nature of Business
 
 The Company belongs to the GARDEN VARELI Group which is a leader in the
 Indian Textile Industry with particular strength in polyester filament
 based textiles, both yarn and fabric. The Company is also a leading
 player in polyester chips for both textile and film applications. The
 Company is known to be a differentiated producer of chips, Partially
 Oriented Yarn (POY), Fully Drawn Yarn (FDY), Draw Texturised Yarn, Draw
 Warped Yarn, Draw Twisted Yarn, greige fabric, as well as printed and
 dyed fabric. The Company is a regular supplier of bright, cationic,
 micro denier, fine denier yarn, mother yarn and dope-dyed yarn in the
 market.
 
 There was no change in the nature of business of the Company during the
 year under review.
 
 Review of Operations
 
 The Company''s standalone total revenue for the year 2014-15 was Rs.
 2648.44 crore as compared to Rs. 3081.27 crore for the previous year, a
 decline of about 14%. The fall in sales was due to lower utilization
 rates due to excess capacity in the face of subdued market conditions.
 The entire industry operated at a lower utilization rate owing to a
 large capacity addition by the largest producer of PFY.
 
 Despite lower revenues, the operating profit (earning before interest,
 depreciation and tax) for the year 2014-15 was higher at Rs. 116.62 crore
 as compared to Rs. 66.69 crore in the previous year. This was possible
 despite a challenging year that saw an oil-price driven crash in raw
 material prices leading to concomitant inventory losses and weak market
 sentiment. Our emphasis on increased product differentiation, along
 with record operational efficiencies, timely exports and careful
 working capital management helped us to remain competitive and improve 
 our EBITDA. However, the high and increased interest cost resulted in
 another year of loss for the Company. The net loss for the year stood
 at Rs. 142.75 crore as compared to Rs. 144.45 crore in the previous year.
 
 The sale of chips was lower at 102,031 MT for the year 2014-15 as
 compared to 124,620 MT in the previous year. The total sale of
 polyester filament yarn (PFY) was marginally lower at 149,222 MT as
 compared to 152,200 MT in the previous year.
 
 The overall production of Chips was at 244053 MT during the year
 2014-15 as compared to 266831 MT achieved in the previous year. Whereas
 the production of PFY during the year was higher at 152275 MT as
 compared to 148949 MT in the previous year. In the weaving segment,
 grey cloth production for the year 2014-15 was higher at 292.89 lacs
 mtrs as compared to 275.86 lacs mtrs. during the previous year. The
 Company had to curtail the production during the year to avoid
 inventory losses due to volatility of prices of raw material as well as
 finished goods. Production was also hampered by a shortage of PTA due
 to plant maintenance by local PTA suppliers in the early part ofthe
 financial year.
 
 Your Company''s performance was assisted by never-before achieved
 operational efficiency, first quality production and wastage levels
 across its yarn plants. Coal, which is the major fuel for the company
 reduced in price by over 8% during the year. This, coupled with
 increased substitution of gas with coal was a major cause of cost
 reduction across our chips and yarn divisions.
 
 Owing to the over-competitive local market, the company also
 increasingly focussed on the international market.  Subsidiaries and
 their financial position
 
 During the year under review, GAIA International FZE, Wholly Owned
 Overseas Subsidiary was incorporated on 8th July, 2014. The subsidiary
 commenced its operation during the year 2014-15. The subsidiary
 achieved a turnover ofRs. 333.29 Lacs and incurred net loss of Rs. 20.09
 Lacs for the year ended 31st March, 2015.
 
 Garden Exim Pte Ltd, another Wholly Owned Overseas Subsidiary was
 incorporated on 23rd October, 2014. The subsidiary has not commenced
 its operation during the year 2014-15. The subsidiary incurred net loss
 ofRs. 4.74 Lacs for the year ended 31st March, 2015.
 
 The consolidated total revenue of the Company for the year 2014-15 was
 Rs. 2648.69 crore. The operating Profit (earning before interest,
 depreciation and tax) was at Rs. 116.60 crore. The loss for the year
 2014-15 was Rs. 143 crore.
 
 Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
 of the Companies (Accounts) Rules, 2014, the statement containing the
 salient features of the financial statements of the Company''s
 Subsidiaries (in Form AOC-1) is forming part of the Consolidated
 Financial Statements. Pursuant to Section 136 of the Companies Act,
 2013 (the Act) the Company is exempted from attaching to is Annual
 Report, the Annual Report ofthe Subsidiary Company.
 
 The financial statement of the subsidiary company is kept open for
 inspection by the shareholders at the Registered Office of the Company.
 The Company shall provide the copy of the financial statement of its
 subsidiary company to the shareholders upon their request free of cost.
 It is also available on the website of the Company.
 
 The financial year 2014-15, being the first year that consolidated
 financial statement are presented, comparative figures for the previous
 year have not been presented in accordance with the transitional
 provisions of AS-21 consolidated financial statement.
 
 Changes in Share Capital
 
 During the year under review, your Company allotted 1,949,860 equity
 shares ofRs. 10 each fully paid up at a premium of Rs. 25.90 per share to
 the promoters / promoter group on exercise of option for conversion
 ofthe 1,487,147 0.001% Optionally Convertible Cumulative Preference
 Shares (OCCPS) issued on preferential basis pursuant to the SEBI (ICDR)
 Regulation, 2009.  As a result of such allotment, the paid up equity
 share capital of the Company increased from 40132665 equity shares of Rs.
 10 each aggregating to Rs. 40,13,26,650 to 42082525 equity shares of Rs. 10
 each aggregating to Rs. 42,08,25,250.
 
 During the year under review, the Company has not issued shares with
 differential voting rights, nor granted stock options nor sweat equity.
 As on 31st March, 2015, the shareholding of the Directors in the
 Company has been disclosed in the Corporate Governance Report which
 forms part ofthis report.
 
 Disclosures in respect of voting rights not directly exercised by
 employees.
 
 There are no shares held by trustees for the benefit of employees and
 hence no disclosure under Rule 16(4) of the Companies (Share Capital
 and Debentures) Rules, 2014 has been furnished.
 
 Public Deposits
 
 During the year under review, your Company did not accept any deposits
 in terms of Section 73 of the Companies Act, 2013 read with the
 Companies (Acceptance of Deposit) Rules, 2014. As on April 1, 2014, no
 amounts were outstanding which were classified ''Deposits'' under the
 applicable provisions of Companies Act, 1956 and hence the requirement
 for furnishing of details of deposits which are not in compliance with
 the Chapter V of the Companies Act, 2013 is not applicable.
 
 Directors
 
 Induction
 
 On the recommendations of the Nomination and Remuneration Committee,
 the Board appointed Shri Sunil S. Sheth as an Independent Director of
 the Company with effect from 13th August, 2014. Shri Sunil Sheth had a
 long tenure as Member of the Board and retired by rotation at the AGM
 held on 30th July, 2014 and did not seek re-appointment. However, in
 the interest of maintaining continuity and providing guidance during
 challenging time, the Nomination and Remuneration Committee and the
 Board of Directors of the Company requested Shri Sunil Sheth to accept
 the Board position once again.  Shri Sheth accepted the request. We
 seek your support in confirming the appointment of Shri Sunil Sheth in
 the ensuing AGM.
 
 Smt. Anita Mandrekar was appointed as an Additional Directors
 (Independent) on the Board with effect from 30th May, 2015
 respectively. We seek your confirmation for her appointment as
 Independent Directors for a term up to 5 (five) consecutive years i.e.
 from the date ofthe 36th AGM ofthe Company on non-rotational basis.
 
 The resolutions seeking approval of the Members for the appointment of
 Shri Sunil S. Sheth and Smt. Anita Mandrekar have been incorporated in
 the Notice ofthe ensuing Annual General Meeting ofthe Company along
 with brief details about them.  The Company has received notice under
 Section 160 of the Companies Act, 2013 along with the requisite deposit
 proposing the appointment of Shri Sunil S. Sheth and Smt. Anita
 Mandrekar.
 
 The Independent Directors of the Company 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.
 
 Resignation
 
 During the year under review, Shri Madanlal Lankapati, independent
 Director resigned from the Board of Directors ofthe Company with effect
 from 30th March, 2015. The Board of Directors wish to place on record
 their appreciation for the contribution made by Shri Lankapati to the
 Board and the Company during his tenure as a Director.
 
 Re-appointments
 
 Pursuant to the provisions of Section 152 of the Companies Act, 2013,
 Shri Alok P. Shah (DIN: 00218180) will retire at the ensuing Annual
 General Meeting, and being eligible, seek re-appointment. The Board
 recommends his re-appointment.
 
 The Companies Act, 2013, provides for the appointment of Independent
 Directors. Sub-section (10) of Section 149 of the Companies Act, 2013
 provides that Independent Directors shall hold office for a term of up
 to five consecutive years on the board of a company and shall be
 eligible for re-appointment on passing of a special resolution by the
 shareholders of the Company. Accordingly, all the Independent Directors
 except for Shri Sunil Sheth who was appointed as additional Director on
 13th August, 2014 were appointed by the shareholders at the general
 meeting held on 30th July, 2014. Further, sub- section (13) of Section
 149, provides that the provisions of retirement by rotation as defined
 in sub-section (6) and (7) of Section 152 of the Companies Act, 2013
 shall not apply to such IDs. Hence, none of the Independent Directors
 retire at the ensuing AGM.
 
 During the year, the non-executive directors of the Company have no
 pecuniary relationship of transactions with the Company.
 
 Key Managerial Personnel
 
 At the Board Meeting held on 28th May, 2014 Mr. Praful A. Shah,
 Managing Director, Mr. Alok P. Shah, Joint Managing Director and CFO
 and Mr. Kamlesh B. Vyas, Company Secretary and Compliance Officerwere
 designated as Key Managerial Personnel of the Company pursuant to
 Section 2(51) and 203 of the Companies Act, 2013 read with the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014.
 
 Board Evaluation
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance and that of its committees viz. Audit
 Committee, Stakeholder Relationship Committee, Nomination and
 Remuneration Committee and Corporate Social Responsibility Committee
 and that of the individual directors. The manner in which the
 evaluation has been carried out has been explained in the Corporate
 Governance Report.
 
 Nomination and Remuneration Policy
 
 The Board has adopted, on recommendation of the Nomination and
 Remuneration Committee, a policy for selection and appointment of
 Directors, Senior Management and their remuneration.
 
 The details pertaining to criteria for determining qualifications,
 positive attributes, independence of a Director, remuneration policy
 and other related matters have been provided in the Corporate
 Governance Report and also posted on the website of the Company,
 www.gardenvareli.com.
 
 Declaration by Independent Directors
 
 As per the provisions of Section 149 of the Companies Act, 2013 read
 with Clause 49 of the Listing Agreement, there were three Non-Executive
 Independent Directors - Shri Arunchandra N. Jariwala, Shri J. P. Shah
 and Shri Yatish Parekh. The Company has received the necessary
 declaration from each Independent Directors in accordance with Section
 149(7) ofthe Companies Act, 2013, that he/she meets the criteria of
 independence as laid out in the sub section (6) of Section 149 of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement. Further the
 two new Additional Directors appointed by the board of Directors ofthe
 Company have also submitted similar Declarations.
 
 Directors'' Responsibility Statement
 
 Pursuant to Section 134(5) ofthe Companies Act, 2013, the Board of
 Directors ofthe Company, to the best of their knowledge and ability,
 confirm that:
 
 i. in the preparation ofthe annual accounts, the applicable accounting
 standards have been followed and there are no material departures;
 
 ii. they have 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 as at the end of the financial year and of the profit of
 the Company for that period;
 
 iii. they 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;
 
 iv. they have prepared the annual accounts on a going concern basis;
 
 v. they have laid down internal financial controls to be followed by
 the Company and such internal financial controls are adequate and
 operating effectively;
 
 vi. they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 Extract ofAnnual Return
 
 Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
 2013, Extract of the Annual Return in Form MGT-9, for the financial
 year ended 31st March, 2015 made under the provisions of Section 92(3)
 of the Act is attached as Annexure F which forms part of this Report.
 
 Particulars of loans, guarantees or investments under Section 186 of
 the Companies Act, 2013
 
 During the year under review, your Company has invested in 1 Equity
 Share of GAIA International FZE, Dubai of 185000 AED equivalent to Rs.
 30.26 Lacs and 10000 Equity Shares of Garden Exim Pte Ltd, Singapore of
 1 USD equivalent to Rs. 6.24 Lacs towards share capital of the
 subsidiaries.
 
 Corporate Governance
 
 The report on Corporate Governance and the certificate from the
 Statutory Auditors regarding compliance with the conditions of
 Corporate Governance have been furnished in the Annual Report and forms
 part of the annual report.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings and Outgo
 
 Energy conservation is a key component of the Company''s continuous
 improvement program. Power, heat and steam are key inputs for the
 Company requiring careful and prudent management across levels in the
 organization. During the year under review, there was no major capital
 investment on energy conservation equipment.
 
 The particulars as required under the provisions of Section 134(3)(m)
 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
 Rules, 2014 in respect of Conservation of Energy, Technology
 Absorption, Foreign Exchange Earnings and Outgo are furnished in
 Annexure A to this Report.
 
 Particulars of Employees and Related disclosure
 
 The information as required under the provisions of Section 197(12) of
 the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
 Remuneration of Managerial Personnel) Rules, 2014, are set out in
 Annexure G hereto, which forms part of this report. As on 31st March,
 2015 there were 5639 permanent employees.
 
 Statutory Auditors:
 
 Pursuant to the provisions of Section 139 of the Companies Act, 2013
 and the Companies (Audit and Auditors) Rules, 2014, M/s Natvarlal
 Vepari & Co., Chartered Accountants, the Statutory Auditors of the
 Company, hold office upto the conclusion of this Annual General
 Meeting. However, their appointment as Statutory Auditors of the
 Company is subject to ratification by the Members at every Annual
 General Meeting.
 
 The Company has received confirmation from the firm regarding their
 consent and eligibility under Sections 139 and 141 of the Companies
 Act, 2013 read with the Companies (Accounts) Rules, 2014 for
 appointment as the Auditors of the Company.
 
 As required under Clause 41 of the Listing Agreement, the Auditors have
 also confirmed that they hold a valid certificate issued by the Peer
 Review Board of the Institute of Chartered Accountants of India.
 
 The Audit Committee and the Board of Directors have recommended the
 appointment of the Auditors for the financial year 2015-16. Necessary
 resolution for ratification of appointment of the said Auditors is
 included in the Notice ofAnnual General Meeting for seeking approval of
 members.
 
 Cost Auditors
 
 Pursuant to the provisions of Section 148 of the Companies Act, 2013
 read with notifications / circulars issued by the Ministry of Corporate
 Affairs from time to time and as per the recommendation of the Audit
 Committee, the Board of Directors at their meeting dated 28th May,
 2014, appointed M/s Manubhai & Associates, Cost Accountants, as the
 Cost Auditors of the Company for the Financial Year 2014-15.
 
 In respect of Financial Year 2015-16, the Board, based on the
 recommendation of the Audit Committee, has approved the appointment of
 M/s Manubhai & Associates, Cost Accountants, as the Cost Auditors of
 the Company. A resolution for ratification of the payment to be made
 for such appointment is included in the notice of the ensuing Annual
 General Meeting.
 
 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 of the Company has
 appointed M/s K. Dalai & Co., a firm of Company Secretaries in Practice
 to undertake the Secretarial Audit of the Company for the year 2014-15.
 The report of the Secretarial Auditor is annexed to this report as
 Annexure D which is self explanatory and give complete information.
 
 Comments on the Auditors Report
 
 The Audit Report on the financial statements for the year ended on 31st
 March, 2015 and observations/comments/remarks etc. made by statutory
 auditors of the Company read with the Notes to Financial Statements are
 self-explanatory.
 
 With regard to the observation made by the Auditors at Point No.ix of
 the Annexure to the Auditors'' Report regarding the delay in payment of
 interest for the quarter January-March, 2015, we would like to inform
 that the same has been paid during the quarter April-June 2015.
 
 Internal Auditors
 
 Pursuant to the provisions of Section 138 of the Companies Act, 2013,
 the Board of Directors of the Company has appointed Shri Piyush Patel,
 Chartered Accountant (ICAI Membership No.116769) as Internal Auditor of
 the Company. The audit committee of the Board of Directors in
 consultation with the Internal Auditor formulates the scope,
 functioning, periodicity and methodology for conducting the internal
 audit.
 
 Related Party Transactions
 
 The Company has formulated a policy on dealing with Related Party
 Transactions. The policy is disclosed on the website of the Company.
 All transactions entered into with Related Parties as defined under the
 Companies Act, 2013 and Clause 49 of the Listing Agreement during the
 financial year were in the ordinary course of business and on arm''s
 length basis and do not attract the provisions of Section 188 of the
 Companies Act, 2013. During the year, the Company had not entered into
 any contracts / arrangements / transactions with related parties which
 can be considered as material in nature. The related party transactions
 are disclosed under Note 30 of the Note to Financial Statements for the
 financial year 2014-15.
 
 Disclosure of orders passed by the regulators or courts or tribunal
 
 No significant and material orders have been passed by any Regulators
 or Court or Tribunal which can have an impact on the going concern
 status and the Company''s operations in future.
 
 Corporate Social Responsibility Committee
 
 The Company has constituted a Corporate Social Responsibility (CSR)
 Committee in accordance with Section 135 of the Companies Act, 2013.
 The CSR committee was constituted by the Board of Directors of the
 Company comprising of three directors including Independent Directors.
 
 The Company has incurred loss during the last three financial years,
 therefore the provisions with respect to amount to be spent towards the
 CSR activity is not applicable. However, the Company has voluntarily
 incurred expenditure on CSR related activity during the year. The
 details in terms of the Companies (Corporate Social Responsibility
 Policy) Rules, 2014, are appended to this Report as Annexure B .
 
 Audit Committee
 
 An Audit Committee is in existence in accordance with the provisions of
 Section 177 of the Companies Act, 2013. The Audit Committee of the
 Company comprises of four Independent Directors. The composition of
 directors and other details are provided in the Corporate Governance
 Report of the Company. During the year, there were no instances where
 the Board has not accepted the recommendation ofthe Audit Committee.
 
 Nomination and Remuneration Committee
 
 A nomination and Remuneration Committee is in existence in accordance
 with the provisions of sub-section (3) of Section 178 Kindly refer
 section on Corporate Governance, under the head, ''Nomination and
 Remuneration Committee'' for matters relating to constitution, meeting,
 functions of the Committee and the remuneration policy formulated by
 this Committee.
 
 Risk Management Policy
 
 The Board of Directors of the Company has formed a risk management
 policy to frame, implement and monitor the risk management plan for the
 Company. The Committee is responsible for reviewing the risk management
 plan and ensuring its effectiveness. It regularly analyses and takes
 corrective actions for managing / mitigating the same. The audit
 committee has additional oversight in the area of financial risks and
 controls. Your Company''s risk management framework ensures compliance
 with the provisions of Clause 49 of the Listing Agreement. The details
 of Risk Management as practiced by the Company forms part of the
 Corporate Governance Report.
 
 Insurance
 
 The properties and insurable interests of your Company like buildings,
 plant and machinery, stocks etc. are adequately insured by the Company.
 
 Finance
 
 Your Company has repaid / prepaid Secured Rupee Term Loan availed from
 banks / financial institutions, to the tune of Rs. 207.13 Crore during
 the year. The Company also availed term loan aggregating to Rs. 33.05
 Crore from the banks / financial institutions during the year.
 
 Cash and cash equivalent as at March 31, 2015 was Rs. 45.37 crore. The
 Company continues to focus on judicious management of its working
 capital. Receivables, Inventories and other working capital parameters
 were kept under strict check through continuous monitoring. The working
 capital requirement of the Company continues to be funded by a
 consortium of banks led by Bank of Baroda.
 
 The Company has also taken steps to refinance some of its loans at a
 lower interest rate with the support of its bankers.
 
 Your Company has entered into a Long Term Advance Payment and Supply
 Agreement (ASPA) with one of its export customers.  Under the ASPA,
 your Company has received Long Term Advances against Exports to the
 tune of USD 66.48 Million which will be adjusted against exports to
 that Customer over 10 years.
 
 Payment of remuneration / commission to Directors from holding or
 subsidiary companies
 
 None of the managerial personnel i.e. Managing Director and Whole Time
 Director/s of the Company are in receipt of remuneration / commission
 from the holding or subsidiary company of the Company.
 
 Meetings ofthe Board
 
 During the year, 6 Board Meetings and 4 Audit Committee Meetings were
 convened and held. Directors actively participated in the meetings and
 contributed valuable inputs on the matters brought before the members
 from time to time. The intervening gap between the Meetings was within
 the period prescribed under the Companies Act, 2013 and as per Clause
 49 of the Listing Agreement. The details of the meetings are furnished
 in the Corporate Governance Report.
 
 Independent Directors'' Meeting
 
 In compliance with the requirements of Schedule IV of the Companies
 Act, 2013 and Clause 49(II)(B)(6) of the Listing Agreement a meeting
 ofthe Independent Directors was held on 18th March, 2015, without the
 participation ofthe Executive Directors or management personnel. The
 Independent Directors carried out performance evaluation of
 Non-Independent Directors and the Board of Directors as a whole,
 performance of Chairman of the Company, the quality, contents and
 timelines of flow of information between the Management and Board,
 based on the performance evaluation framework of the Company.
 
 The criteria for performance evaluation have been detailed in the
 Corporate Governance Report forming part of this report.
 Familiarisation programme for Independent Directors
 
 Pursuant to the provisions of Clause 49 ofthe Listing Agreement, the
 Company has formulated a programme for familiarizing the Independent
 Directors with the Company, their roles, rights, responsibilities in
 the Company, nature ofthe industry in which the Company operates,
 business model ofthe Company etc. through various initiatives.
 Quarterly updates on relevant statutory changes encompassing important
 laws are regularly circulated to the Directors.
 
 The detail of such familiarization programmes for Independent Directors
 are posted on the website of the Company at www.gardenvareli.com.
 
 Disclosure under the Sexual Harassment of Women 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 Workplace
 (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
 Committee (ICC) has been set up to redress complaints received
 regarding sexual harassment. All employees (permanent, contractual,
 temporary, trainees) are covered under this policy.
 
 The Company has constituted an Internal Complaint Committee (''ICC'') as
 required by the said Act with 3 members of which 2 members as the
 employees and 1 member representing NGO. The Company is strongly
 opposed to sexual harassment and employees are made aware about the
 consequences of such acts and about the constitution of ICC. During the
 year under review, no complaints were tiled with the Committee under
 the provisions of the said Act.
 
 Material Subsidiary
 
 During the year ended 31st March, 2015, the Company does not have any
 material listed / unlisted subsidiary companies as detined in Clause 49
 of the Listing Agreement. The details of the policy on determining
 material unlisted subsidiary of the Company is available on the
 Company''s website www.gardenvareli.com.
 
 Disclosures under Section 134(3)(l) ofthe Companies Act, 2013
 
 There were no material changes and commitment which could affect the
 Company''s tinancial position have occurred between the end oftinancial
 year ofthe Company and the date ofthis Report.
 
 Vigil Mechanism /Whistle Blower Policy
 
 Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7
 ofthe Companies (Meetings of Board and its Powers) Rules, 2014 and
 Clause 49 ofthe Listing Agreement, the Board of Directors had approved
 the Policy on Vigil Mechanism / Whistle Blower and the same was hosted
 on the website ofthe Company.
 
 Your Company hereby affirms that no Director / employee has been denied
 access to the Chairman ofthe Audit Committee and that no complaints
 were received during the year. Brief details about the policy are
 provided in the Corporate Governance Report attached as Annexure B to
 this Report and also available on the Company''s website
 www.gardenvareli.com.
 
 Unclaimed and Unpaid Dividends
 
 As on 31st March, 2015 an aggregate amounts of Rs. 48.97 Lacs is lying in
 the unpaid equity dividend account ofthe Company in respect ofthe
 dividend for the tinancial year 2007-08,2008-09,2009-10 and 2010-11.
 Members who have not yet received / claimed their dividend entitlements
 are requested to contact the Company or the Registrar and Transfer
 Agents of the Company.
 
 Investor Education and Protection Fund
 
 In terms of Section 205C ofthe Companies Act, 1956, read with the
 Investor Education and Protection Fund (Awareness and Protection of
 Investor) Rules, 2001 (which are still applicable as the relevant
 sections under the Companies Act, 2013 are yet to be notitied), the
 Company has credited during the year ended 31st March, 2015 an
 aggregate amount ofRs. 10.51 lacs, which pertains to the dividend for the
 year 2006-07 and remained unpaid or unclaimed for a period of 7 years
 from the date of declaration, to the Investor Education and Protection
 Fund (IEPF).
 
 Service of documents through electronic means
 
 All documents, including the Notice and Annual Report shall be sent
 through electronic transmission in respect of members whose email IDs
 are registered in their demat account or are otherwise provided by the
 members. A member shall be entitled to request for physical copy of any
 such documents.
 
 Adequacy of Internal Financial Control
 
 The Company has in place adequate internal financial controls with
 reference to financial statements. Periodic audits are undertaken on
 continuous basis covering all the major operations. Reports of internal
 audits are reviewed by management from time to time and desired actions
 are initiated to strengthen the control and effectiveness of the
 system. During the year, such controls were tested and no reportable
 material weakness in the design or operation was observed.
 
 The Internal Financial Control with reference to financial statements
 as designed and implemented by the Company are adequate. During the
 year under review, no material or serious observation has been received
 from the Internal Auditors of the Company for inefficiency of such
 controls.
 
 Acknowledgement
 
 Your Directors take this opportunity to thank the customers, suppliers,
 bankers, business partners / associates, financial institutions and
 various regulatory authorities for their consistent support /
 encouragement to the Company.
 
 Your Directors are thankful to the esteemed shareholders for their
 continuous support and the confidence reposed in the Company and its
 management.
 
                                        For and on behalf of the Board
 
                                                  Praful A. Shah 
                                          Chairman & Managing Director
 
 Surat, 5th June, 2015
Source : Dion Global Solutions Limited
Quick Links for gardensilkmills
Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.