GARDEN SILK MILLS LIMITED

Transcription

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2 GARDEN SILK MILLS LIMITED Annual Report CORPORATE INFORMATION BOARD OF DIRECTORS * Praful A. Shah Chairman & Managing Director Alok P. Shah Joint Managing Director & CFO Sanjay S. Shah Suhail P. Shah Rajen P. Shah Arunchandra N. Jariwala J. P. Shah Sunil S. Sheth * As on 30/05/2015 COMPANY SECRETARY Kamlesh B. Vyas REGISTERED OFFICE 1st Floor, Tulsi Krupa Arcade, Near Aai Mata Chowk, Puna-Kumbharia Road, Dumbhal, Surat Tel: (0261) , Fax: (0261) CIN: L17111GJ1979PLC CORPORATE OFFICE Manek Mahal, 90, Veer Nariman Road, Churchgate, Mumbai Tel: (022) Fax: (022) STATUTORY AUDITORS Chartered Accountants, Surat i) Vareli Complex, Village Vareli Taluka Palsana, Dist. Surat Tel: (02622) ii) Village Jolwa, Taluka Palsana, Dist. Surat Tel: (02622) BANKERS Bank of Baroda Allahabad Bank State Bank of India Bank of India Union Bank of India IDBI Bank Limited Export Import Bank of India Indian Bank ICICI Bank Ltd. REGISTRAR & SHARE TRANSFER AGENTS Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Ranga Reddy District, Hyderabad State: Telangana, India. Phone No , Fax No CONTENTS PAGE NO Directors Report and Management Discussion & Analysis Annexures to Directors Report Independent Auditors Report Balance Sheet Cash Flow Statement Notes annexed to and forming part of the Financial Statements

3 Annual Report GARDEN SILK MILLS LIMITED NOTICE on Kumbharia Road, Dumbhal, Surat , to transact the following businesses:- Reports of the Board of Directors and the Auditors thereon; and together with the Report of the Auditors thereon. himself for re-appointment. Ordinary Ordinary Ordinary 2

4 GARDEN SILK MILLS LIMITED Annual Report be necessary, consent of the members of the Company be and is hereby accorded to re-appointment and payment the Board of Directors of the Company (which term shall be deemed to include any and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and Ordinary 3

5 Annual Report GARDEN SILK MILLS LIMITED ` of-pocket expenses to M/s Manubhai & Associates, Cost Accountants, Surat, who were appointed as Cost Auditors by 4

6 GARDEN SILK MILLS LIMITED Annual Report the Board of Directors of the Company (which term shall be deemed to include any and is hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and Surat, 30th May,

7 Annual Report GARDEN SILK MILLS LIMITED 1. shall not include Independent Directors, whether appointed under the Companies Act, 2013 or any other law for the 8. The Register of Members and Share Transfer Register Books of the Company shall remain closed from Thursday, 9. Members are requested to furnish their Bank Account details, change of address and all other required details 6

8 GARDEN SILK MILLS LIMITED Annual Report demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar & Share Transfer Agent. Company at the following address: Financial District, Nanakramguda Hyderabad Toll Free No. (India) : Phone No Fax No If the shares are held in electronic form, then change of address and change in the Bank Accounts, etc. should be shall lie against the IEPF or the Company in respect thereof and the Members would lose their right to claim such 7

9 Annual Report GARDEN SILK MILLS LIMITED 15. Electronic copy of the annual report for is being sent to all the members whose IDs are registered with register the same with Registrars and Share Transfer Agent/Depositories. 8

10 GARDEN SILK MILLS LIMITED Annual Report communicated to the Stock Exchanges. password. The new password shall comprise of minimum 8 characters with at least one upper system will prompt you to change your password. It is strongly recommended not to share your each folio/demat account. 9

11 Annual Report GARDEN SILK MILLS LIMITED 5:00 p.m. (I.S.T.) on Tuesday, 8th September, heading C below for more details. below for more details. in the electronic system would be considered and the ballot form would be ignored. 10

12 GARDEN SILK MILLS LIMITED Annual Report Surat, 30th May,

13 Annual Report GARDEN SILK MILLS LIMITED ANNEXURE TO THE NOTICE etc. consent to act as Director. appointment as an Independent Director of the Company. Shri Sunil Sheth is independent of the management. working day, excluding Saturday and Sunday. Except Shri Sunil Sheth, being an appointee, none of the Directors or Key Managerial Person of the Company and their Stock Exchanges. 12

14 GARDEN SILK MILLS LIMITED Annual Report consent to act as Director. appointment as an Independent Director of the Company. Smt. Mandrekar is independent of the management working day, excluding Saturday and Sunday. Except Smt. Mandrekar, being an appointee, none of the Directors or Key Managerial Person of the Company and their Stock Exchanges. 13

15 Annual Report GARDEN SILK MILLS LIMITED contribute to the growth of the Company. i) ` 6,00,000/- per month. ii) the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income-tax law iii) 14

16 GARDEN SILK MILLS LIMITED Annual Report i use on the Company s business, club membership and telephone expenses at residence shall be reimbursed at actuals and not considered as perquisites. Schedule V of the Act. of the Managing Director. Management Personnel. 190(2) of the Act. to this Explanatory Statement. 15

17 Annual Report GARDEN SILK MILLS LIMITED ` Less: Finance Costs (66.62) (142.75) 0.00 (142.75) ` NIL 16

18 GARDEN SILK MILLS LIMITED Annual Report (` in Lacs p.a.) Salary Total Shri Suhail P. Shah December, 2015 (` in Lacs p.a.) Salary* Total Shri Suhail P. Shah and the Board of Directors of the Company. 17

19 Annual Report GARDEN SILK MILLS LIMITED companies. Shri Suhail P. Shah is a promoter group shareholder. The total promoter holding directly and indirectly along with body corporates in the Company as on 31st March, 2015 is Equity Shares of ` 10 each which Company is the son of Shri Praful A. Shah, Chairman and Managing Director and brother of Shri Alok P. Shah, Shri Suhail P. shah. ` crore as compared to ` ` crore as compared to ` in the The increase in interest cost resulted in incurring of further loss for the Company. power. bankers. next 2-3 years. market. 18

20 GARDEN SILK MILLS LIMITED Annual Report of the Company. ` ` ` 2,70,00,000 to ` 1,80,00,000 per annum (including perquisites and allowances) with 19

21 Annual Report GARDEN SILK MILLS LIMITED of his term upto 31st October, i) ` 7,50,000/- per month. ii) iii) (furnished or otherwise) or house rent allowance in lieu thereof; house maintenance allowance, together with the end of the tenure, as per the rules of the Company and to the extent not taxable under the Income-tax law 20

22 GARDEN SILK MILLS LIMITED Annual Report shall be reimbursed at actuals and not considered as perquisites. and prescribed under Schedule V of the Act. and Management Personnel. 21

23 Annual Report GARDEN SILK MILLS LIMITED ` Less: Finance Costs (66.62) (142.75) 0.00 (142.75) ` NIL 22

24 GARDEN SILK MILLS LIMITED Annual Report (` in Lacs p.a.) Salary Total Shri Alok P. Shah Member of Tau Beta Pi Honors engineering society at Stanford, Managing Director (JMD) in October, from 01st April, 2015 for the remainder period of his term up to 31st October, (` in Lacs p.a.) Salary* Total Shri Alok P. Shah and the Board of Directors of the Company. 23

25 Annual Report GARDEN SILK MILLS LIMITED companies. Shri Alok P. Shah is a promoter group shareholder. The total promoter holding directly and indirectly along with body corporates in the Company as on 31st March, 2015 is Equity Shares of ` 10 each which Company is the son of Shri Praful A. Shah, Chairman and Managing Director and brother of Shri Suhail P. Shah, Shah. ` crore as compared to ` ` crore as compared to ` in the The increase in interest cost resulted in incurring of further loss for the Company. power. bankers. next 2-3 years. market. 24

26 GARDEN SILK MILLS LIMITED Annual Report of the Company. Surat, 30th May, 2015 Tulsi Krupa Arcade, First Floor, Puna-Kumbharia Road, Dumbhal, Surat (CIN No. L17111GJ1979PLC003463) Tel. No , Fax No /502, 25

27 Annual Report GARDEN SILK MILLS LIMITED Shri Alok P. Shah Shri Sunil S. Sheth Shri Suhail P. Shah Date of Birth Indian Indian Indian Indian Date of Appointment/Reappointment Directorship held in other Public Limited Companies Memberships/ Chairmanships companies (include only Audit 45 years Graduate in Electrical Engineering from Stanford Chicago, USA. 63 years Doctorate in Physics from 79 years appraisal, assessing technical feasibility in respect Prabhat Silk Mills Ltd. Vareli Trading Co. Ltd. Professional consultant in 1. Management Member decades. 41 years Physical Chemistry M.S. Physical Chemistry A.B. Chemistry and Physics more than 15 years Nil. Nil. Prabhat Silk Mills Ltd. Vareli Trading Co. Ltd. Nil Nil No. of shares held in the Company Nil Nil Shri Alok P. Shah is related to Shri Praful A. Shah and Shri Suhail P. Shah, Directors of the Company. Shri Sunil Sheth is not related to any of the Director of the Company. Smt. Anita Mandrekar is not related to any of the Director of the Company. Shri Suhail P. Shah is related to Shri Praful A. Shah and Shri Alok P. Shah, Directors of the Company. Surat, 30th May,

28 GARDEN SILK MILLS LIMITED Annual Report Dear Shareholders, the Audited Statements of Accounts for the year ended 31st March, (` in crores) Less: Finance Costs (183.90) (39.45) yarn in the market. ` crore as compared to ` crore for the at ` crore as compared to ` 27

29 Annual Report GARDEN SILK MILLS LIMITED resulted in another year of loss for the Company. The net loss for the year stood at ` crore as compared to ` ` Lacs and incurred net loss of ` Lacs for the year ended 31st March, ` 4.74 Lacs for the year ended 31st March, ` ` crore. The loss for the year was ` 143 crore. statement. ` 10 each fully paid up at a premium of ` As a result of such allotment, the paid up equity share capital of the Company increased from equity shares of ` ` 40,13,26,650 to equity shares of ` ` 42,08,25,250. nor sweat equity. As on 31st March, 2015, the shareholding of the Directors in the Company has been disclosed in the 28

30 GARDEN SILK MILLS LIMITED Annual Report (Share Capital and Debentures) Rules, 2014 has been furnished. read with the Companies (Acceptance of Deposit) Rules, As on April 1, 2014, no amounts were outstanding which were details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable. AGM. the appointment of Shri Sunil S. Sheth and Smt. Anita Mandrekar. 149(6) of the Companies Act, 2013 and that there is no change in their status of independence. ensuing AGM. 29

31 Annual Report GARDEN SILK MILLS LIMITED Company. material departures; 30

32 GARDEN SILK MILLS LIMITED Annual Report which forms part of this Report. ` ` 6.24 Lacs towards share capital of the subsidiaries. and Outgo are furnished in to this Report. hereto, which forms part of this report. As on 31st March, 2015 there were 5639 permanent employees. the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for appointment as the Auditors of the Company. 31

33 Annual Report GARDEN SILK MILLS LIMITED Secretarial Audit Secretarial Auditor is annexed to this report as etc. made by statutory auditors of the Company read with the Notes to Financial Statements are self-explanatory. 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 Shri Piyush Patel, Chartered Accountant (ICAI Membership No ) as Internal Auditor of the Company. The audit directors including Independent Directors. appended to this Report as. 32

34 GARDEN SILK MILLS LIMITED Annual Report The Board of Directors of the Company has formed a risk management policy to frame, implement and monitor the risk insured by the Company. Finance ` ` ` led by Bank of Baroda. Directors and the Board of Directors as a whole, performance of Chairman of the Company, the quality, contents and the Company. statutory changes encompassing important laws are regularly circulated to the Directors. 33

35 Annual Report GARDEN SILK MILLS LIMITED As on 31st March, 2015 an aggregate amounts of ` Company. ` lacs, 34

36 GARDEN SILK MILLS LIMITED Annual Report Adequacy of Internal Financial Control economy by 2016, ahead of a slowing China. benign. remain. fabric industry. 35

37 Annual Report GARDEN SILK MILLS LIMITED industry. spinning plants. gains to your Company. is widely expected that demand and supply will gradually balance out in the years to come, both in India as well as in China. 36

38 GARDEN SILK MILLS LIMITED Annual Report interest rates are on the way down. quarters to come. 37

39 Annual Report GARDEN SILK MILLS LIMITED employees of the Company. The total number of permanent employees as on 31st March, 2015 was CAUTONARY STATEMENTS Statements made in this report forming part of the disclosure related to Management, Discussion and Analysis describing the Company and its management. For and on behalf of the Board Surat, 5th June, 2015 Praful A. Shah 38

40 GARDEN SILK MILLS LIMITED Annual Report Outgo. as under: plants. of energy 39

41 Annual Report GARDEN SILK MILLS LIMITED 4. Expenditure on R & D: house. (i) Capital Expenses Nil (ii) Recurring expenses Nil (iii) Total Nil 40

42 GARDEN SILK MILLS LIMITED Annual Report Year ended Year ended (a) Purchased Unit in Lacs Total amount ` in Lacs Rate / Unit (`) 4.90 i. Through Generator HFO/LDO/HSD Based Units in Lacs 9.58 Unit per Ltr. of Diesel /HFO/LDO/HSD 2.92 `) ii. Through Generator Gas Base Units in Lacs Cost/Unit (`) 9.82 ii. Through Generator Thermal base Units in Lacs Cost/Unit (`) Total Cost ` in Lacs ` /M.T NIL Total Amount NIL ` /Lts. NIL NIL Total Cost NIL Rate / Unit (`) NIL MTS./KG. Electricity (Unit) Product: Grey Fabrics 0.31 Finished Fabrics Furnace Oil NIL Electricity (Unit) Product: 1.11 Chips 0.15 Furnace Oil NIL Coal / Lignite NIL 41

43 Annual Report GARDEN SILK MILLS LIMITED III. and VCC by trimming chilled water impellers. (a) Technology imported : Nil (c) Has the technology been fully absorbed? : Not Applicable (d) If not fully absorbed, areas where this has not taken place, reasons thereof and FOREIGN EXCHANGE EARNINGS AND OUTGO ` crores. 42

44 GARDEN SILK MILLS LIMITED Annual Report A brief outline of the Company s CSR policy including undertaken and a reference to the web-link to the CSR Act, 2013, the Companies (Corporate Social Responsibility) also adopted a CSR policy in compliance with the aforesaid b. Mr. Arunchandra Jariwala, (Independent Director) Act, 2013) 4 Prescribed CSR Expenditure (two per cent of the Not applicable. ` Lacs Not applicable. (b) Amount unspent, if any. Not applicable. (c) Manner in which the amount spent during the 6 Reasons for failure to spend the two per cent of the part thereof: The Company has incurred loss during the last three incurred an expenditure of ` The Company has spent an aggregate amount of ` welfare related programs during the year. Not applicable. Surat, 5th June,

45 Annual Report GARDEN SILK MILLS LIMITED Sr. No Number of Permanent Employees on the rolls of the 5639 Company as on 31st March, performance of the company. 7. employees other than the managerial personnel in last between Non Managerial employees and Managerial employees. 8. Not applicable. Mr. Alok P. Shah, Joint Managing Director & CFO - Not applicable. ` 4.30 Crore * ` Crore 0.16 ` Crore) applicable. from to as the Company had Not applicable. 44

46 GARDEN SILK MILLS LIMITED Annual Report Sr. No. 9. None. of the highest paid director during the year. 10. policy of the company. 11. ` crore. ` crore. 12. Not applicable. 31st March, of the shares of the company in comparison to the rate at ` per share. ` 38 per share. Surat, 5th June, 2015 Praful A. Shah 45

47 Annual Report GARDEN SILK MILLS LIMITED ). statutory compliances and expressing my opinion thereon. (i) The Companies Act, 2013 (the Act) and the rules made thereunder; 2011; 2009; 1993 regarding the Companies Act and dealing with client; the Stock Exchanges. 46

48 GARDEN SILK MILLS LIMITED Annual Report Guidelines, 1999; represented by the management, were taken unanimously. For K. Dalal & Co. Company Secretaries Sd/- Kunjal Dalal Proprietor FCS No.: 3530 CP No: 3863 Place: Surat Date: 30th May, 2015 this report. 47

49 Annual Report GARDEN SILK MILLS LIMITED T 1. Maintenance of secretarial record is the responsibility of the management of the company. My responsibility is to express an opinion on these secretarial records based on my audit. basis for my opinion. Place: Surat Date: 30th May, 2015 For K. Dalal & Co. Company Secretaries Sd/- Kunjal Dalal Proprietor FCS No.: 3530 CP No:

50 GARDEN SILK MILLS LIMITED Annual Report Sr. No. 1 Not Applicable Not Applicable 2 USD and Exchange rate: USD 1 = ` USD and Exchange rate: USD 1 = ` Share capital (4.74) (20.09) 5 Total assets (4.74) (20.09) (4.74) (20.09) 12 Nil Nil 13 31st March, There were no Associates and Joint Ventures of the Company. For and on behalf of the Board of Director Surat, 5th June, 2015 Sd/- Praful A. Shah Chairman and Managing Director 49

51 Annual Report GARDEN SILK MILLS LIMITED i) CIN L17111GJ1979PLC ii) 23/07/1979 iii) Name of the Company Garden Silk Mills Limited Category / Sub-Category of the Company Public Company/Limited by shares. details Tulsi Krupa Arcade, First Floor, Puna-Kumbharia Road, Dumbhal, Surat Tel. No Fax No /502 Name, Address and Contact details of Registrar and Transfer Agent, if any Gachibowli, Financial District, Nanakramguda Hyderabad Toll Free No. (India) : Phone No company shall be stated III i) Category-wise Share Holding ii) Shareholding of Promoters iii) Change in Promoters' Shareholding (please specify, if there is no change) and Holders of GDRs and ADRs) Shareholding of Directors and Key Managerial Personnel 50

52 GARDEN SILK MILLS LIMITED Annual Report INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment A. B. C. VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES Sr. No. 1 Polyester Chips & Polyester 203-Manufacture of man-made Sr. No. NAME AND ADDRESS OF THE COMPANY 1 Garden Exim Pte Ltd, Republic of Singapore 2 Zone Area, Dubai ASSOCIATE N.A. Subsidiary 2(87)(ii) N.A. Subsidiary 2(87)(ii) 51

53 Annual Report GARDEN SILK MILLS LIMITED Total % of Total Total % of Total the year (1) Indian (a) Family (b) (c) Bodies Corporate (d) (e) Any Other (Specify) PARTNERSHIP FIRM (2) Foreign (a) (b) Bodies Corporate (c) (d) Any Other (Specify) (1) (a) Mutual Funds / UTI (b) (c) (d) Venture Capital Funds (e) Insurance Companies (f) Companies 52

54 GARDEN SILK MILLS LIMITED Annual Report Total % of Total Total % of Total the year (g) Foreign Venture Capital (h) (i) Any Other (Specify) (2) (a) Bodies Corporate (b) holding nominal share capital upto ` lakh. holding nominal share capital in excess of ` 1 lakh. (c) (d) Any Other (Specify) i. NRI with and without Corporates iii. Clearing Member which 1 Held by Promoter/promoters group Held by Public

55 Annual Report GARDEN SILK MILLS LIMITED Sr. No. No. of % of total of the to total No. of % of total to total the year Praful Amichand Shah Partner Shri Praful A. Shah (Ind) Praful Amichand Shah Partner Isha Enterprise Shri Praful A. Shah (HUF) Shri Alok P. Shah Shri Praful A. Shah (Ind) Shri Suhail P. Shah Smt. Shilpa P. Shah Smt. Shilpa P. Shah Smt. Shyama S. Shah Ms. Archita R. Shah Vareli Trading Co. Ltd Total 54

56 GARDEN SILK MILLS LIMITED Annual Report Sr. No. 1 Ltd. No. of % of total the Date No. of % of total of the the year No. of % of total the Praful Amichand Shah Partner Shri Praful A. Shah (Ind) Praful Amichand Shah Partner Isha Enterprise /03/ Allotment Shri Praful A. Shah (HUF) /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer

57 Annual Report GARDEN SILK MILLS LIMITED Sr. No. No. of % of total the Date No. of % of total of the the year No. of % of total the 16/09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer Shri Alok P. Shah Shri Praful A. Shah (Ind) Tansfer Shri Suhail P. Shah Transfer Smt. Shilpa P. Shah Smt. Shilpa P. Shah Smt. Shyama S. Shah /09/ Transfer Ms. Archita R. Shah Vareli Trading Co. Ltd

58 GARDEN SILK MILLS LIMITED Annual Report Sr. No. No. of % of total the Date No. of % of total of the the year No. of % of total the 1 IL and FS Trust Co Ltd /04/ Transfer /06/ Transfer /06/ Transfer /07/ Transfer /07/ Transfer /07/ Transfer /07/ Transfer /08/ Transfer Keswani Haresh Ricky Ishwardas Kirpalani Shaunak Jagdish Shah /06/ Transfer /06/ Transfer /06/ Transfer /12/ Transfer /12/ Transfer /01/ Transfer /03/ Transfer /03/ Transfer /03/ Transfer /06/ Transfer Jagdish Amritlal Shah Mala Sunil Jhangiani Vinodchandra Mansukhlal Parekh

59 Annual Report GARDEN SILK MILLS LIMITED Sr. No. KMP No. of % of total the Date No. of % of total of the the year No. of % of total the /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /06/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer /09/ Transfer

60 GARDEN SILK MILLS LIMITED Annual Report Indebtedness of the Company including interest outstanding/accrued but not due for payment (` In Lacs) Total i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due (` In Lacs) Sr. No. Total Shri Praful A. Shah Shri Alok P. Shah Shri Sanjay S. Shah Shri Suhail P. Shah 1 Gross salary Act, (b) Value of perquisites u/s 17(2) Income-tax Act, Sweat Equity Commission others, specify Others, please specify Ceiling as per the Act 59

61 Annual Report GARDEN SILK MILLS LIMITED (` In Lacs) Sl. No. Shri Rajen P. Shah Shri A. N. Jariwala Shri J. P. Shri Shah Parekh Shri H. C. Shri Sunil Sheth Total 3. Independent Directors Directors Act 60

62 GARDEN SILK MILLS LIMITED Annual Report (` In Lacs) Sl. Total No. CFO Shri Alok P. Shah 1 Gross salary (1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, Income-tax Act, Sweat Equity Commission others, specify Others, please specify Total Act Brief Authority COURT] Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Penalty Punishment Compounding B. DIRECTORS Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Penalty Punishment Compounding C. OTHER OFFICERS IN Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable DEFAULT Penalty Punishment Compounding Surat, 5th June, 2015 Sd/- Praful A. Shah Chairman & Managing Director 61

63 Annual Report GARDEN SILK MILLS LIMITED ` 60,00,000/- per annum Sr. No. and nature of 1 Mr. Praful A. Shah 2 Mr. Alok P. Shah 3 Mr. Suhail P. Shah 77 Chairman & Managing Director 45 Joint Managing Director & CFO 41 Director `) Nature of 1,43,54,080 Contractual M.S. (Stanford 1,18,73,302 Contractual B.S. (Stanford USA) M.B.A. Chicago, USA) 1,40,87,711 Contractual Ph.D. in Physical Chemistry, M.S. in Physical Chemistry (Uni. of Chicago) Date of held Industries Limited

64 GARDEN SILK MILLS LIMITED Annual Report transparency and board responsibility. year ended 31st March, 2015 is detailed below. of the Board. with the Company at large. 08/11/2014, 11/02/2015 and 18/03/

65 Annual Report GARDEN SILK MILLS LIMITED Board as on 31st March, 2015, are set out below: Shri Praful A. Shah Chairman & Managing Director Shri Alok P. Shah Joint Managing Director Shri Suhail P. Shah Shri J. P. Shah Independent Director Independent Director Shri A. N. Jariwala Independent Director Shri Sunil S. Sheth Independent Director * Independent Director * Shri H. C. Mishra Independent Director (Nominee of LIC) No. of Board Whether AGM held on No. of Other ** Promoter 6 No Promoter Promoter Promoter Promoter 3 No N.A Non- Promoter Non- Promoter Non- Promoter Non- Promoter Non- Promoter Non- Promoter 1 No N.A N.A No N.A No N.A N.A considered. 64

66 GARDEN SILK MILLS LIMITED Annual Report proposed. encompasses important laws are also circulated to the Directors. Company. 65

67 Annual Report GARDEN SILK MILLS LIMITED related issues with internal and statutory auditors and management of the Company. ended 31st March, Shri Arunchandra N. Jariwala Chairman 03 Member 04 Member 02 Shri Sunil S. Sheth Member

68 GARDEN SILK MILLS LIMITED Annual Report below: warrants Non-receipt of share name etc. Nil Nil Nil Nil Non-receipt of Annual Report Nil Nil Exchanges and Ministry of Nil 1 1 Nil Total Nil Nil Agreement with the Stock Exchanges. 67

69 Annual Report GARDEN SILK MILLS LIMITED com. with the interest of the Company at large. (Amount in ` ) Shri Praful A. Shah 1,43,54,080 Nil Nil Shri Alok P. Shah 1,18,73,302 Nil Nil Shri Suhail P. Shah 1,40,87,711 Nil Nil 27,33,996 Nil Nil Nil 64,000 Nil Shri J. P. Shah Nil 10,000 Nil Nil 1,24,000 Nil Shri A.N. Jariwala Nil 1,02,000 Nil Shri Sunil S. Sheth Nil 1,04,000 Nil Nil Nil Nil Shri H. C. Mishra Nil 70,000 Nil Total Nil ` 4,74,000/-. 68

70 GARDEN SILK MILLS LIMITED Annual Report non-independent directors; performance of the Board as a whole and performance of the Chairperson of the T his role. Act, 2013 and Rules made there under. 69

71 Annual Report GARDEN SILK MILLS LIMITED Financial Year Date /09/ a.m /09/ a.m /07/ a.m. Praful A. Shah as Chairman and Managing Director of the Company for a period of 3 years w.e.f. 1st September, Praful A. Shah as Chairman and Managing Director of the Company for a period of 3 years w.e.f. 1st September,

72 GARDEN SILK MILLS LIMITED Annual Report Statement. Standards. Material Subsidiary as required under Clause 49(V)(D) and the Policy is hosted on the website of the Company. The Company s Board has laid down a code of conduct for all Board members and senior management of the The Company has adopted a Code of Conduct to regulate, monitor and report trading by insiders and code of 71

73 Annual Report GARDEN SILK MILLS LIMITED (b) Management Discussion and Analysis report forms part of the Directors Report. Time : 11:00 a.m. Venue : Tulsi Krupa Arcade, Puna-Kumbharia Road, Dumbhal, Surat Results for the quarter ending June 30, 2015 : July/August, Results for the quarter ending December 31, 2015 : January/February, 2016 Results for the year ending March 31, 2016 : April/May, 2016 : Thursday, 3rd September, 2015 to (1) The Ahmedabad Stock Exchange Limited (ASE), (2) The Bombay Stock Exchange Limited (BSE) As on 31st March 2015, there were shareholders of the Company. 72

74 GARDEN SILK MILLS LIMITED Annual Report (d) The Ahmedabad Stock Exchange Limited (Physical Segment) The Bombay Stock Exchange Limited (Physical Segment) 155 The Bombay Stock Exchange Limited (Demat Segment) Demat ISIN in NSDL and CDSL for Equity Shares INE526A April May June July August September October December January February March Financial District, Nanakramguda, Hyderabad Toll Free No. (India) : Phone No Fax No All the share related work is being undertaken by the company s Registrar & Transfer Agent. A Share 73

75 Annual Report GARDEN SILK MILLS LIMITED % Promoters Mutual Funds & UTI Insurance Companies FIIs NRIs Indian Public Others: Clearing Members Trust Total Sr. No. No. of % to No. of % to 1 Upto Total No. of % No. of % Physical Electronic form with NSDL Electronic form with CDSL Total The Company s Equity Shares are regularly traded on the Bombay Stock Exchange Limited and on The 74

76 GARDEN SILK MILLS LIMITED Annual Report in electronic form through the depository of their choice. and Transfer Agent. shares of the Company. (i) For Shares held in Physical Form (Unit: Garden Silk Mills Limited), Financial District, Nanakramguda, Hyderabad Toll Free No. (India) : Phone No Fax No (ii) For Shares held in Demat Form (iii) For query on Annual Report Secretarial Department, Tulsi Krupa Arcade, 3rd Floor, Puna-Kumbharia Road, Dumbhal, Surat If you hold the Equity Shares of the Company in more than one Folio in your name or with the same address as Reports. may be made to members through electric mode. 75

77 Annual Report GARDEN SILK MILLS LIMITED Number. not separately circulated to all shareholders. Place: Surat Date: 5th June, 2015 Praful A. Shah 76

78 GARDEN SILK MILLS LIMITED Annual Report the year ended 31st March, 2015 and to the best of our knowledge and belief: (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; Surat, 5th June, 2015 Praful A. Shah Alok P. Shah Management Personnel and that the same has been hosted on the Company s website. All the Board Members and the Surat, 5th June, 2015 Praful A. Shah 77

79 Annual Report GARDEN SILK MILLS LIMITED Stock Exchanges. Chartered Accountants Partner Surat, 5th June, 2015 Membership No.:

80 GARDEN SILK MILLS LIMITED Annual Report due to fraud or error. Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 79

81 Annual Report GARDEN SILK MILLS LIMITED paragraphs 3 and 4 of the Order, to the extent applicable. belief were necessary for the purpose of our audit; in agreement with the books of account; statements. any material foreseeable losses. Chartered Accountants Partner Surat, 5th June, 2015 Membership No.:

82 GARDEN SILK MILLS LIMITED Annual Report to the Company for the year. of the Company and the nature of its business. the books of account; statutory dues: year. There were no undisputed amounts payable in respect of the aforesaid statutory dues outstanding as at March 31, 2015 for a period of more than six months from the date they became payable. 81

83 Annual Report GARDEN SILK MILLS LIMITED Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Tax Act, 1969 Nature of under Period to which Order Penalty Mumbai High Court. Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ 6, CESTAT, Ahmadabad Excise Duty/ 3, CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ Excise Duty/ Excise Duty/ Excise Duty/ Sales Tax CESTAT, Ahmadabad CESTAT, Ahmadabad CESTAT, Ahmadabad CESTAT, Ahmadabad The Joint Commissioner of Commercial Tax, Appeal (2), Baroda. `

84 GARDEN SILK MILLS LIMITED Annual Report ` Company during the year for the purposes for which they were obtained, other than temporary deployment pending Chartered Accountants Partner Surat, 5th June, 2015 Membership No.:

85 Annual Report GARDEN SILK MILLS LIMITED 84 Note No. As at 31st March, 2014 Share Capital Long-Term Borrowings Deferred Tax Liability (net) Short-Term Borrowings Trade Payables ASSETS Fixed Assets : - Tangible Assets Intangible Assets Cash and Bank Balances Other Current Assets Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June, 2015

86 GARDEN SILK MILLS LIMITED Annual Report Note No Other Income Cost of Materials Consumed Purchases of Stock-in-Trade Finance Costs Other Expenses Tax in respect of earlier years Deferred Tax ( ) `10 each Basic and Diluted (in `) Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June,

87 Annual Report GARDEN SILK MILLS LIMITED 86 Year ended 31st March, 2014 A. ( ) Finance Costs Interest Income (Decrease) / Increase in Trade and Other Payable Direct Taxes ( Paid ) / Refund B. Purchase of Fixed Assets ( ) Sale of Fixed Assets ( ) C. Proceeds from Long Term Borrowings Repayment of Short Term Borrowings ( ) Repayment of Long Term Borrowings ( ) Interest and Other Finance Charges Paid ( ) ( ) ` ` Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June, 2015

88 GARDEN SILK MILLS LIMITED Annual Report principles. 87

89 Annual Report GARDEN SILK MILLS LIMITED Company. 88

90 GARDEN SILK MILLS LIMITED Annual Report Accountants of India. of India (ICAI). are incur. which they are incurred. of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes the tenure of the loan. 89

91 Annual Report GARDEN SILK MILLS LIMITED 90

92 GARDEN SILK MILLS LIMITED Annual Report As at 31st March, ,00,00,000 (5,00,00,000) Equity Shares of ` 10/- each ,00,00,000 (1,00,00,000) Preference Shares of ` 10/- each ,20,82,525 ( ) Equity Shares of ` 10/- each fully paid up Preference Shares (OCCPS) of ` 10/- each fully paid up of ` 10 each at a premium of ` promoter and/or promoter group of the Company. ` 10/- each at a premium of ` Praful Amichand Shah, Partner of M/s. Isha Enterprises, the promoter and/or promoter group of the Company, against As at 31st March, 2014 ` ` In Lacs Balance at the beginning of the year Outstanding at the end of the year As at 31st March, 2014 No. of OCCPS ` No. of OCCPS ` In Lacs Balance at the beginning of the year Add: OCCPS issued during the year Outstanding at the end of the year

93 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, Shri Praful A. Shah (Indl.) Shri Praful A. Shah Partner of Isha Enterprises IL & FS Trust Co. Ltd As at 31st March, 2014 Shri Praful A. Shah (Partner of Isha Enterprises) ` 10 each. Each shareholder their shareholding. ` 10 ` 92

94 GARDEN SILK MILLS LIMITED Annual Report As at 31st March, 2014 Balance at the beginning of the year Add: Premium on allotment of OCCPS Balance at the end of the year Balance at the beginning of the year Balance at the end of the year Balance at the beginning of the year ( ) Balance at the end of the year ( ) Total Preference Shares (OCCPS) of ` ` debts repayment schedules. ` 10/- each at a premium of ` Amichand Shah, Partner of M/s. Isha Enterprises, the promoter and/or promoter group of the Company. 93

95 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, 2014 Current Current Secured Term Loans from banks Rupee Loans Foreign Currency Loans Term Loans from foreign banks Total a) b) Of the Rupee Term Loans from banks: i) Loans from Bank of India to the extent of ` ` Lacs) are secured by ii) Loans from Bank of India to the extent of ` ` Lacs) are secured by ` ` ` ` ` ` Lacs) are secured ` ` Lacs) is secured to ` ` 94

96 GARDEN SILK MILLS LIMITED Annual Report Rate of Interest ranged between during 31/03/ years 2-3 years 3-4 years Beyond 4 years Rupee Loans Foreign Currency Loans Rupee Term Loans from Term Loans- from foreign banks Total As at 31st March, Total Disallowances under the Income Tax Act, Carried forward tax losses Total ( ) Current year (Credit)/ Charge to the extent of liability ( ) Current year (Credit)/ Recognised at balance amount 0.00 India. 95

97 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, Trade Deposits Total As at 31st March, Total As at 31st March, 2014 Secured Loan repayable on demand Others - Buyers Credit (Refer Note 8.2) 0.00 Total

98 GARDEN SILK MILLS LIMITED Annual Report As at 31st March, 2014 Acceptances Due to Micro, Small and Medium Enterprises Others including creditors for expenses Company is as under: As at 31st March, 2014 Principal amount due and remaining unpaid Interest paid 0.00 Payment made beyond the appointed day during the year 0.00 Interest due and payable for the period of delay 0.00 Interest accrued and remaining unpaid 0.00 Amount of further interest remaining due and payable in succeeding years 0.00 As at 31st March, Interest Accrued and Due on Borrowings Interest Accrued but not Due on Borrowings Other Payables Creditors for Capital Expenditure Statutory Dues - TDS and VAT Total

99 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, Total goods lying in stock as on 31st March, 2014 of ` ` 98

100 GARDEN SILK MILLS LIMITED Annual Report As at 01/04/2014 Gross Block Net Block Reclasses As at 01/04/2014 For the Reclasses As at 31/03/2014 Freehold Land Building Plant and Machinery (715.15) (403.90) Furniture & Fixtures (0.45) (0.43) Motor Vehicles (7.92) (5.68) Computer & Data Processing Units Laboratory Equipments (1.72) Total Total Notes: 12.1 Buildings include `` `` Lacs). `` Lacs) in accordance with ` ` 99

101 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, 2014 `1 each `100 each 1.57 `10 each ` 10 each (100) Equity Shares of Electrex India Ltd. of ` 10 each (206667) Equity Share of Icent Ltd. of ` 10 each ` 100 each (Nil) Equity Shares of Garden Exim Pte Ltd, Singapore of 1 USD (Nil) Equity Share of Garden Exim Pte Ltd, Singapore of 1 SGD ` only) Total ii) Equity Shares of Icent Ltd Total

102 GARDEN SILK MILLS LIMITED Annual Report As at 31st March, Security Deposits Total As at 31st March, 2014 Raw Materials Raw Materials in Transit Stock-in-Process Finished Goods Stores, Spares and Chemicals Total As at 31st March, 2014 (Unsecured and Considered Good) Outstanding for a period exceeding six months from the date they are due for payment Total

103 Annual Report GARDEN SILK MILLS LIMITED As at 31st March, 2014 Bank Balances in : - Current Accounts Deposit Accounts (with maturity less than 12 months) Margin Money Account Cash on hand Deposit Accounts (with maturity more than 12 months) Total As at 31st March, 2014 (Unsecured and Considered Good) Loans to employees Security Deposits Deposit to Gratuity Fund Total As at 31st March, Total

104 GARDEN SILK MILLS LIMITED Annual Report Sale of Products Less: Excise Duty Total Chips Fabrics P.T.A M.E.G Spin Finish Oil Others Total Net surplus on disposal of Fixed Assets Interest Income Rent Income Miscellaneous Income Total Raw Materials Imported Indigenous 78.78% Total

105 Annual Report GARDEN SILK MILLS LIMITED P.T.A M.E.G Carbon Black Powder Polyester Chips Cloth Total Fabrics MEG P.T.A Readymade 0.00 Total Finished Goods and Stock-in-trade Finished Goods and Stock-in-trade (835.19) Total

106 GARDEN SILK MILLS LIMITED Annual Report Gratuity Total ` 1,46,91,000 (Rupees One Crore Forty-six Lacs Ninety-one Thousand only) per annum to Shri Praful A. i Less: Fair Value of Plan Assets Amount recognised in Balance Sheet as Liability or (Asset) (165.33) Liability (165.33) B Interest Cost Expected return on Plan assets (197.32) 0.00 Actuarial (Gain)/Loss (38.34)

107 Annual Report GARDEN SILK MILLS LIMITED Add: Interest Cost Add : Actuarial Losses / (Gains) (112.71) Discount Rate (p.a.) Expected Rate of Return on Assets (p.a.) Mortality LIC LIC Interest Expenses Other Financial Charges Foreign Exchange Loss/(Gain) (51.57) Total

108 GARDEN SILK MILLS LIMITED Annual Report Power and Fuel Packing Charges Repairs to Machinery Repairs to Buildings Repairs-others Commission and Discount General Charges Insurance Rent Rates and Taxes Loss on Sale of Fixed Assets 0.00 Total % ` % ` in Lacs Imported Indigenous Raw Materials Stores, Spare parts, Components and Chemicals Capital goods

109 Annual Report GARDEN SILK MILLS LIMITED (a) Auditor: Statutory Audit Fees Tax Audit Fees (c) Cost Audit Fees 1.58 Total Interest Expenses Brokerage on Exports Details of hedged and unhedged exposure are as under: Currency Currency Indian Foreign Currency (Amount in Lacs) Indian Rupees in Lacs) Debtors USD Acceptances USD EUR Loan Taken USD Creditors USD CHF EUR

110 GARDEN SILK MILLS LIMITED Annual Report Currency Currency Indian Foreign Currency (Amount in Lacs) Indian Rupees in Lacs) Acceptances USD EUR Loan Taken USD USD Export Commission payable USD of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, Equity Shareholders ( ) EPS iii) Basic and Diluted Earnings per share (`) (Refer Note 28.1) (37.66) `) outstanding during the year. and diluted EPS are considered at basic earnings FOB Value of Exports

111 Annual Report GARDEN SILK MILLS LIMITED Sr. No. 1 Subsidiary Companies Garden Exim Pte Ltd 2 Group Company 3 Key Management Personnel Shri Praful A. Shah Shri Alok P. Shah Shri Suhail P. Shah 4 Smt. Shilpa P. Shah Shri V. K. Parsai Key Total Sales ( ) ( ) Rent Income (12.00) (12.00) Job Charges Income (0.00) (0.00) Electric Power and Fuel Charges ( ) ( ) (264.50) (264.50) Purchases ( ) ( ) Job Charges expenses (0.00) (0.00) Business Center user expenses (133.24) (133.24) (539.06) (25.08) (564.14) 110

112 GARDEN SILK MILLS LIMITED Annual Report Key Total Professional Consultancy Fee (1.45) (1.45) ICD Repaid Land purchase (0.00) (0.00) Payment against land purchase (0.00) (0.00) Payments under Current Account. ( ) ( ) Receipt under Current Account ( ) ( ) (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) Interest Expenses (0.00) (0.00) Sales of Finished Goods (0.00) (0.00) (0.00) (0.00) (0.00) (0.00) Payables Current Account: Credit Balance Balance at the end of the year Payables Current Account: Credit Balance Debtors for goods 111

113 Annual Report GARDEN SILK MILLS LIMITED ` ` Lacs). ` ` Lacs). ` ` Lacs) ` ` Lacs ) shares) not acknowledged as debts ` Accountants of India (ICAI). Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June,

114 GARDEN SILK MILLS LIMITED Annual Report Directors of the Holding Company, as aforesaid. Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has an adequate 113

115 Annual Report GARDEN SILK MILLS LIMITED (a) total assets (net) of ` Lacs as at March 31, 2015, total loss of ` Lacs for the year ended on that date, as 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors. and 4 of the Order, to the extent applicable. of the other auditors. 31, 2015, and taken on record by the Board of Directors of the Holding Company, none of the directors of the 164(2) of the Act. ii. Chartered Accountants Partner Surat, 5th June, 2015 Membership No.:

116 GARDEN SILK MILLS LIMITED Annual Report statements. are not applicable to the subsidiary companies for the year. was reasonable. the Holding Company and the nature of its business. internal control system. dues of the Holding Company: 115

117 Annual Report GARDEN SILK MILLS LIMITED any other statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable. Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Central Excise Act, 1944 Tax Act, 1969 Nature of under Period to which Order Penalty Mumbai High Court. Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ 6, CESTAT, Ahmadabad Excise Duty/ 3, CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad Excise Duty/ CESTAT, Ahmadabad The Joint Sales Tax Commissioner of Commercial Tax, Appeal (2), Baroda

118 GARDEN SILK MILLS LIMITED Annual Report ` Holding Company during the year for the purposes for which they were obtained, other than temporary deployment Chartered Accountants Partner Surat, 5th June, 2015 Membership No.:

119 Annual Report GARDEN SILK MILLS LIMITED Note No. Share Capital Long-Term Borrowings 4 Deferred Tax Liability (net) 6 7 Short-Term Borrowings 8 Trade Payables ASSETS Fixed Assets : - Tangible Assets - Intangible Assets Cash and Bank Balances Other Current Assets Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June,

120 GARDEN SILK MILLS LIMITED Annual Report Note No. Other Income Cost of Materials Consumed Purchases of Stock-in-Trade Stock-in-Trade Finance Costs Other Expenses Tax in respect of earlier years Deferred Tax ` ` Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June,

121 Annual Report GARDEN SILK MILLS LIMITED A. Finance Costs Interest Income (Decrease) / Increase in Trade and Other Payable Direct Taxes ( Paid ) / Refund. B. Purchase of Fixed Assets Sale of Fixed Assets C. Proceeds from Long Term Borrowings Repayment of Short Term Borrowings Repayment of Long Term Borrowings Interest and other Finance Charges Paid 120 Year ended ` ` Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June, 2015

122 GARDEN SILK MILLS LIMITED Annual Report Principles. of India. Company s Separate Financial Statements. balance sheet date. 121

123 Annual Report GARDEN SILK MILLS LIMITED 122

124 GARDEN SILK MILLS LIMITED Annual Report Company. Accountants of India. of India (ICAI). incur. 123

125 Annual Report GARDEN SILK MILLS LIMITED which they are incurred. of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes the tenure of the loan. 124

126 GARDEN SILK MILLS LIMITED Annual Report ,00,00,000 (5,00,00,000) Equity Shares of ` 10/- each 1,00,00,000 (1,00,00,000) Preference Shares of ` 10/- each 4,20,82,525 (4,01,32,665) Equity Shares of `10/- each fully paid up Preference Shares (OCCPS) of ` 10/- each fully paid up Total of ` 10 each at a premium of ` promoter and/or promoter group of the Company. ` 10/- each at a premium of ` Praful Amichand Shah, Partner of M/s. Isha Enterprises, the promoter and/or promoter group of the Company, against ` Balance at the beginning of the year Outstanding at the end of the year No. of OCCPS ` Balance at the beginning of the year Add: OCCPS issued during the year Outstanding at the end of the year 125

127 Annual Report GARDEN SILK MILLS LIMITED Shri Praful A. Shah (Indl.) Shri Praful A. Shah Partner of Isha Enterprises IL & FS Trust Co. Ltd. ` 10 each. Each shareholder is Balance at the beginning of the year Add: Premium on allotment of OCCPS Balance at the end of the year Balance at the beginning of the year Balance at the end of the year Balance at the beginning of the year Balance at the end of the year Total Shares (OCCPS) of ` ` repayment schedules. 126

128 GARDEN SILK MILLS LIMITED Annual Report ` 10/- each at a premium of ` Amichand Shah, Partner of M/s. Isha Enterprises, the promoter and/or promoter group of the Company. Current Secured Term Loans from banks Rupee Loans Foreign Currency Loans Term Loans from foreign banks a) b) Of the Rupee Term Loans from banks: i) Loans from Bank of India to the extent of ` ` Lacs) are secured by ii) Loans from Bank of India to the extent of ` ` Lacs) are secured by ` ` ` ` ` ` Lacs) are secured ` ` Lacs) is secured to ` ` 127

129 Annual Report GARDEN SILK MILLS LIMITED Rate of Interest ranged between during 31/03/ years 2-3 years 3-4 years Beyond 4 years Rupee Loans Foreign Currency Loans Rupee Term Loans from Loan from Foreign Banks Libor+350 BPS Term Loans- from foreign banks Total Total Disallowances under the Income Tax Act, 1961 Carried forward tax losses Total Current year (Credit)/ Charge to the extent of liability Current year (Credit)/ Recognised at balance amount India. 128

130 GARDEN SILK MILLS LIMITED Annual Report Trade Deposits Total Total Secured Loan repayable on demand Others - Buyers Credit (Refer Note 8.2) Total Acceptances Due to Micro, Small and Medium Enterprises Others including creditors for expenses 129

131 Annual Report GARDEN SILK MILLS LIMITED Company is as under: Principal amount due and remaining unpaid Interest paid Payment made beyond the appointed day during the year Interest due and payable for the period of delay Interest accrued and remaining unpaid Amount of further interest remaining due and payable in succeeding years Interest Accrued and Due on Borrowings Interest Accrued but not Due on Borrowings Other Payables Creditors for Capital Expenditure Statutory Dues - TDS and VAT Total Total goods lying in stock as on 31st March, 2014 of ` ` 130

132 GARDEN SILK MILLS LIMITED Annual Report As at 01/04/2014 Gross Block Net Block Reclasses As at 01/04/2014 For the Reclasses As at 31/03/2015 Freehold Land Building Plant and Machinery (715.15) (403.90) Furniture & Fixtures (0.45) (0.43) Motor Vehicles (7.92) (5.68) Computer & Data Processing Units Laboratory Equipments (1.72) Total Total Notes: 12.1 Buildings include ` ` Nil. ` ` ` 131

133 Annual Report GARDEN SILK MILLS LIMITED ` 1 each ` 100 each ` 10 each ` 10 each 100 (100) Equity Shares of Electrex India Ltd. of ` 10 each (206667) Equity Share of Icent Ltd. of ` 10 each ` 100 each Total ii) Equity Shares of Icent Ltd. Total 132

134 GARDEN SILK MILLS LIMITED Annual Report (Unsecured and Considered Good) Security Deposits Total Raw Materials Raw Materials in Transit Stock-in-Process Finished Goods Stores, Spares and Chemicals Total (Unsecured and Considered Good) Outstanding for a period exceeding six months from the date they are due for payment Others Total 133

135 Annual Report GARDEN SILK MILLS LIMITED Bank Balances in : - Current Accounts - Deposit Accounts (with maturity less than 12 months) Margin Money Account Cash on hand Deposit Accounts (with maturity more than 12 months) Total (Unsecured and Considered Good) Loans to employees Security Deposits Total Total 134

136 GARDEN SILK MILLS LIMITED Annual Report Sale of Products Less: Excise Duty Total Chips Fabrics P.T.A. M.E.G. Spin Finish Oil Others Interest Income Rent Income Miscellaneous Income Total Raw Materials Imported Indigenous 78.78% 135

137 Annual Report GARDEN SILK MILLS LIMITED P.T.A. M.E.G. Carbon Black Powder Polyester Chips Cloth Total Fabrics MEG P.T.A. Readymade Total Finished Goods and Stock-in-trade Finished Goods and Stock-in-trade Total 136

138 GARDEN SILK MILLS LIMITED Annual Report Gratuity Total ` 1,46,91,000 (Rupees One Crore Forty-six Lacs Ninety-one Thousand only) per annum to Shri Praful A. i Less: Fair Value of Plan Assets Liability B Interest Cost Expected return on Plan assets 0.00 Actuarial (Gain)/Loss

139 Annual Report GARDEN SILK MILLS LIMITED Add: Interest Cost Add : Actuarial Losses / (Gains) Discount Rate (p.a.) Expected Rate of Return on Assets (p.a.) Mortality Interest Expenses Other Financial Charges Foreign Exchange Loss/(Gain) Total 138

140 GARDEN SILK MILLS LIMITED Annual Report Power and Fuel Packing Charges Repairs to Machinery Repairs to Buildings Repairs-others Commission and Discount General Charges Insurance Rent Rates and Taxes Loss on Sale of Fixed Assets Miscellaneous Expenses Total % ` Imported Indigenous Raw Materials Stores, Spare parts, Components and Chemicals Capital goods 139

141 Annual Report GARDEN SILK MILLS LIMITED (a) Auditor: Statutory Audit Fees Tax Audit Fees (c) Cost Audit Fees Reimbursement of Expenses Total Interest Expenses Brokerage on Export Details of hedged and unhedged exposure are as under: Currency Currency Indian Debtors USD Acceptances USD Loan Taken USD Creditors USD CHF EUR

142 GARDEN SILK MILLS LIMITED Annual Report Currency Currency Indian Acceptances USD EUR Loan Taken USD USD Export Commission payable USD of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 Equity Shareholders iii) Basic and Diluted Earnings per share (`) (Refer Note 28.1) `) outstanding during the year. and diluted EPS are considered at basic earnings. UAE 2. Garden Exim Pte. Ltd. Republic of Singapore 141

143 Annual Report GARDEN SILK MILLS LIMITED Parent Garden Silk Mills Limited ( ) A) Indian Nil Nil Nil Nil B) Foreign (0.18) (20.11) 0.14 (20.11) 2. Garden Exim Pte. Ltd. (0.04) (4.73) 0.03 (4.73) FOB Value of Exports Sr. No. 1 Group Company 2 Key Management Personnel Shri Praful A. Shah Shri Alok P. Shah Shri Suhail P. Shah 4 Smt. Shilpa P. Shah Shri V. K. Parsai 142

144 GARDEN SILK MILLS LIMITED Annual Report Key Total Sales Rent Income Job Charges Income Electric Power and Fuel Charges Purchases Job Charges expenses Business Center user expenses Professional Consultancy Fee Land purchase Payment against land purchase Payments under Current Account. Receipt under Current Account Payables Current Account: Credit Balance Balance at the end of the year Payables Current Account: Credit Balance ` Lacs ` Lacs ` Lacs ` Lacs. shares) not acknowledged as debts ` 0.01 Lacs. 143

145 Annual Report GARDEN SILK MILLS LIMITED Accountants of India (ICAI). Chairman & Managing Director Chartered Accountants Joint Managing Director & CFO Regn. No W Director Company Secretary Partner Membership No.6728 Surat, 5th June, 2015 Surat, 5th June,

146 Phone: (0261) , Fax: (0261) Folio No./DP ID/Client ID No. : Number of shares held : September 2015 at a.m. at Tulsi Krupa Arcade, Puna-Kumbharia Road, Dumbhal, Surat Member s/proxy s Signature

147 Phone: (0261) , Fax: (0261) PROXY FORM DP ID :. 1. Name... Address: Signature:....., or failing him 2. Name.. Address: Signature:....., or failing him 3. Name.. Address: Signature:....., or failing him No. 1 Auditors 2 3 Chartered Accountants, as Statutory Auditors of the Company 4 5 Director Alok P. Shah, Joint Managing Director. Signed this day of 2014, For Stamp appropriate.

148 Phone: (0261) , Fax: (0261) reach him on or before 8th September, 2015) Name Address DP Id* Client Id* Folio No. No. of shares held Sr. No. 1 Ordinary Board of Directors and Auditors 2 Ordinary 3 Ordinary Auditors of the Company 4 Appointment of Shri Sunil S. Sheth as an Independent Director Ordinary 5 Appointment of Smt. Anita Mandrekar as an Independent Ordinary Director 6 Special of the Company. 7 Ordinary 8 Special Shri Alok P. Shah, Joint Managing Director to the to the Place: Date:

149