Garden Silk Mills Directors Report, Garden Silk Reports by Directors
Garden Silk Mills
BSE: 500155|NSE: GARDENSILK|ISIN: INE526A01016|SECTOR: Textiles - Weaving
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Directors Report Year End : Mar '13    « Mar 12
Dear Shareholders,
 The Directors are pleased to present the 34th Annual Report together
 with the audited accounts of the Company for the financial year ended
 31st March, 2013.
 Financial Results:
                                            ( crores)
                                        2012-13      2011-12
 Total Income                           3703.77      3527.72
 Profit before interest,                  91.60       122.05 
 depreciation and tax
 Less: Finance Costs                     148.93       153.95
 Depreciation                             93.54        86.15
 ProW(Loss) before Tax                  (150.87)     (118.05)
 (Add)/Less: Provision for Tax           (50.17)      (39.17)
 ProW(Loss) after Tax                   (100.70)      (78.88) 
 Considering the loss incurred by the Company, your Directors do not
 recommend any dividend on eguity shares for the year.
 Corporate Governance:
 Your Company reaffirms its commitments to the good corporate governance
 practices. Pursuant to clause 49 of the Listing Agreement with the
 Stock Exchanges, Corporate Governance Report and Auditors'' Certificate
 regarding compliance of conditions of Corporate Governance are enclosed
 and form an integral part of this report.
 Pursuant to the provisions of Sections 255 and 256 of the Companies
 Act, 1956 and in accordance with provisions of Articles of Association
 of the Company, Shri Rajen R Shah, Shri A. N. Jariwala, Shri J. P. Shah
 and Shri Yatish Parekh, Directors of the Company, are liable to retire
 by rotation and being eligible, offer themselves for re-appointment at
 the ensuing Annual General Meeting.The Board recommends their
 re-appointment.  The Notice convening the Annual General Meeting
 includes the proposals for re-appointment of Directors.
 Details of the Directors seeking reappointment as reguired under Clause
 49 (VI) of the Listing Agreements are provided in Notice forming part
 of this Annual Report. None of the Directors are disgualified under
 Section 274(1 )(g) of the Companies Act, 1956.
 Directors'' Responsibility Statement:
 Pursuant to the reguirement under Section 217(2AA) of the Companies
 Act, 1956, with respecttoDirectors''Responsibility Statement, it is
 hereby confirmed that:
 (i) in the preparation of the Annual Accounts for the year ended 31st
 March, 2013, the applicable accounting standards, read with
 reguirements set out under Schedule VI to the Companies Act, 1956 have
 been followed and there are no material departures from the same;
 (ii) the Directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31st March, 2013 and of the loss of the Company
 for the year ended on that date;
 (iii) the Directors have taken proper and sufficient care for the
 maintenance of adeguate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities; and
 (iv) the Directors have prepared the annual accounts of the Company on
 a''going concern''basis.
 Auditors and Auditors''Report:
 Natvarlal Vepari & Company, Chartered Accountants, Statutory Auditors
 of the Company, holds office until the conclusion of the ensuing Annual
 General Meeting and is eligible for re-appointment.
 The Company has received a letter from them to the effect that their
 re-appointment, if made, would be within the limits prescribed under
 Section 224(1 B) of the Companies Act, 1956 and they are not
 disgualified for such re-appointment within the meaning of section 226
 of the said Act.
 Based on the recommendations of the Audit Committee, the Board of
 Directors of the Company proposes the re-appointment of Natvarlal
 Vepari & Company, chartered accountants, as the Statutory Auditors of
 the Company. You are reguested to appoint the auditors and fix their
 The Notes on Financial Statements referred to in the Auditors'' Report
 are self-explanatory and do not call for any further comments.
 Cost Audit:
 Manubhai & Associates, Cost Accountants, were appointed with the
 approval of the Central Government to carry out the cost audit relating
 to products Polyester Chips and Yarns for the year 2012-13. They will
 submit their report to the Board of Directors, before forwarding it to
 the Ministry of Corporate Affairs, Government of India.
 Based on the recommendation of the audit committee, Manubhai &
 Associates, cost accountants, being eligible, have also been appointed
 by the Board as the Cost Auditors for FY14.The Company has received a
 letter from them to the effect that their re-appointment would be
 within the Limits prescribed under Section 224(1 B) of the Companies
 Act, 1956 and that they are not disgualified for such re-appointment
 within the meaning of Section 226 of the Act.
 The cost audit report for the Financial Year 2011 -12 was filed with
 Ministry of Corporate Affairs on 25th December, 2012.
 Internal Control:
 Your Company has adeguate internal control procedures commensurate with
 the size of operations and the nature of the business. These controls
 ensure efficient use and protection of Company''s financial and
 non-financial resources.  Regular internal audit and checks ensure that
 responsibilities are executed effectively. The Audit Committee of the
 Board of Directors reviews the adeguacy and effectiveness of interna
 control systems and suggests improvement for strengthening them, from
 time to time.
 Fixed Deposits:
 The Company has not accepted or renewed any deposits during the year.
 There are no outstanding and overdue deposits as of 31 st March, 2013.
 Human Resources and Industrial Relations:
 ndustrial relations at all the plants were cordial. Your Company offers
 various incentives to motivate performance.  The employees attend
 technical seminars and workshops to enhance their expertise levels. The
 Company''s continuous focus on skill building provides egual
 opportunities on latera growth.
 Health, Safety and Environment Measures:
 Your Company focuses on achieving excellence in occupational and
 personal health of employees at all manufacturing sites as well as at
 its offices.
 Your Company is committed to providing a safe workplace to its
 employees and contractors, and to the communities in which it operates.
 Our Vareli plant has won the Gujarat State Safety award for a
 substantial number of years in the last decade. Safety training and
 management is viewed with egual importance as other management
 disciplines. We have been chosen by the Factory Inspector to
 disseminate our experience to other industries and it is a matter of
 great pride that the organisation''s dedication to safety has been so
 Your Company continued its focus in creating an aesthetic,
 environment-friendly industrial habitat in its factory units,
 mobilizing support and generating interest among staff and labour for
 maintaining hygienic and green surroundings.
 Investor Education and Protection Fund
 Pursuant to the provisions of Section 205A(5) and 205C of the Companies
 Act, 1956 an amount of Rs. 12,43,259/-, which pertains to the dividend
 for the year 2004-05, and remained unpaid or unclaimed for a period of
 7 years from the date of declaration, has been transferred by the
 Company to the nvestor Education & Protection Fund.
 Reward, Recognition and Quality Systems Certification:
 Your Company continues to have the status of Star Export House by the
 Office of Joint Director General of Foreign Trade, Ministry of
 Commerces Industry, Government of India on achieving the reguired
 Export targets.
 The Company''s Vareli Plant enjoys the unigue distinction of being the
 first in polyester weaving industry to achieve ISO 9002:1994
 certification by Bureau Veritas Quality Internationa (BVQI). The
 processes certified are Draw-Warping and Texturizing,Twisting, Sizing,
 Warping and Weaving.The scope of audit includes Manufacture of Woven
 Greige Fabrics and Processed Yarns.
 The manufacturing of Texturized, Flat Polyester Filament, Polyester
 Partially Oriented Yarn (POY) and Fully Drawn Yarn (FDY) at Jolva are
 also ISO 9001:2000 certified by BVQI.
 Energy, Technology and Foreign Exchange:
 Additional information on conservation of energy, technology
 absorption, foreign exchange earnings and outgo as reguired, to be
 disclosed in terms of Section 217(1 )(e) of the Companies Act, 1956,
 read with the Companies (Disclosure of Particulars in the Report of the
 Directors) Rules, 1988 is annexed herewith and forms part of this
 Human Resources and Industrial Relations:
 Your Company recognizes human resources as the backbone of its
 long-term success. Your Company maintains a cordia relationship with
 its employees. It emphasis on safe work practices and productivity
 improvement is unrelenting.
 Your Company also associates itself with several social causes and
 empowers its employees to contribute to the society and carries out
 regular CSR activities reaching out to the less privileged.
 Particulars of Employees:
 Details reguired as per Section 217(2A) of the Companies Act, 1956 read
 with Rule 2 of the Companies (Particulars of
 Employees) Rules of 1975, as amended and forming part of the Directors
 Report for the year ended 31st March, 2013 is given in a separate
 Annexure to this Report. However, in line with the provisions of
 Section 219(1)(b)(iv) of the said Act, post the exclusion of the
 information as reguired above, the annual report is being sent to all
 the members of the Company and the others entitled thereto.
 Any member interested in obtaining these details may write to the
 Company Secretary at the Registered Office of the Company. The
 aforesaid Annexure is also available for inspection of Members at the
 Registered Office of the Company, 21 days before the Annual General
 Meeting and up to the date of the ensuing Annual General Meeting during
 business hours on working days.
 Corporate Social Responsibility:
 The Company as a responsible corporate citizen is contributing to
 sustainable development by its economic activities combined with the
 fulfillment of its socia responsibilities for the communities it
 operates in.
 Your Company undertook various initiatives in the area of community and
 stakeholder welfare, environment conservation education, health and
 empowerment, across its operations.
 Cautionary Statement:
 Statement in this Directors''Report & Management Discussion and Analysis
 describing the Company''s objectives, projections, estimates,
 expectations or predictions may be forward looking statements within
 the meaning of applicable securities laws and regulations. Actual
 result might differ materially from those expressed or implied.
 important factors that could make a difference to the Company''s
 operations include raw material availability and prices, cyclical
 demand and pricing in the Company''s principal market, changes in
 Government regulations, tax regimes, economic developments within India
 and the countries in which the Company conducts business and other
 incidental factors.
 The Company assumes no responsibility in respect of the forward-looking
 statements herein, which may undergo changes in future on the basis of
 subseguent developments, information or events.
 Your Directors take this opportunity to thank the Banks, Financial
 Institutions, Central and State Government authorities, Regulatory
 authorities, Customers, Suppliers, Shareholders and Investors at large
 for their continued support to the Company and look forward to having
 the same support in the years to come.
 Your Directors also wish to place on record their deep and special
 appreciation for the unstinting diligence and dedication of the
 Company''s employees.
                                 For and on behalf of the Board
                                 Praful A. Shah
 Surat, 31st May, 2013           Chairman & Managing Director
Source : Dion Global Solutions Limited
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