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Gangotri Textile Ltd.

BSE:521176  |  NSE:GANGOTRIBZ  |  58888:gate  |  IND:Textiles - Spinning - Cotton Blended  |  ISIN code:INE670B01028  |  SECT:Textiles

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You can view full text of the Director's Report for Gangotri Textile Ltd.
Director Report
Mar2014   Mar 2015


Dear Members,



The Directors present the 26th Annual Report of the Company along with

the audited statement of accounts for the year ended 31 st March 2015.



FINANCIAL RESULTS (in Rs)





PARTICULARS 31.03.2015 31.03.2014



Sales Turnover 74,35,46,393 80,84,14,576



Profit/Loss before interest, (7,69,99,024) (3,48,25,087)

depreciation and tax

Less: Interest 26,58,10,220 27,92,70,128



Depreciation 23,32,89,607 17,53,73,826



Extraordinary Items 97,88,309 5,77,88,023



Net Profit/loss for the year (43,18,89,112) (54,72,57,064)

before Tax



PERFORMANCE



During the year under review, the performance of the company was below

possible level due to insufficient Working Capital facility and the

overall recession prevailed in the Textile Industry.



With the limited resources available, the company found it extremely

difficult to run all the units. At the same time it was felt not

advisable to close one or more Units and the assets are to be

maintained in a good condition atleast to get a good price for that

matter.



DEBT RECOVERY TRIBUNAL:



M/s State Bank of India, Stressed Asset Management Branch, Coimbatore

as the leader of the consortium banks have filed Original Application

in the Debt Recovery Tribunal, Coimbatore for the recovery of the

outstanding dues of Rs. 353,38,13,295/- as on 1-3-2013. This

outstanding amount is exclusive of the dues to IDBI.. The matter is

sub-judice. In the meantime the Lenders have initiated action for the

recovery of the dues under SARFAESI Act The company has filed appeal

against the Original Application filed by M/s State Bank of India and

challenging the action of the Lenders and the matter is sub-judice.



DIVIDEND



In view of the huge loss incurred by the company during the year, the

Directors are not in a position to recommend any dividend for the

financial year ended 31st March, 2015.



FINANCE



The total outstanding dues to the consortium of Lenders as on 31-3-2015

including interest accrued is Rs 365,17,98,258 / - .During the previous

year the company has requested the Lenders to defer the sale of

remaining two Wind Mills since the disposal of Windmills would directly

affect the operations of the remaining units including the garment

production.. This would result in loss of production as well as under

utilization of manpower. Sale of Windmill should not be seen in

isolation and instead it should be seen as a facilitator of for running

the other units. However, the Lenders have sold the remaining two Wind

Mills on 6-11-2014 for a total consideration of Rs 13,63,00,000 /-.

This will have serious impact on the working of the company and the

full impact will be felt in the coming years.



The company is taking all possible effort to keep all the units running

so as to get maximum value while disposing the same for the re-payment

of Bank Loans.



During the year under review, the company has been served with a Show

Cause Notice dated 12-1-2015 from M/s Canara Bank deciding to include

the name of the Company as a Wilful Defaulter and the company has

replied suitably to Canara Bank. The company has also been served with

a Show Cause Notice dated 24-4-2015 from State Bank of India, Stressed

Asset Management Branch deciding to include the name of the Company as a

Wilful Defaulter and the company has requested them to refer the issue

to the Redressal Committee for submission of objections.



Since the Lenders started taking various steps including release of

E-Auction Notices, the Company as stated elsewhere was forced to resort

to seeking remedies through legal avenues. However, the intention of

the company was (or for that matter is) not to find out solutions for

its heavy debt problem in the corridor of Courts. They have taken

symbolic possession of all the Units and in fact taken physical

possession of the Weaving & Processing Unit (Unit 8) and Wet Processing

Unit ( Unit- 6) at Perundurai on 21-5-2015 and also the Ring Spinning

Unit (Unit-4 & 9 ) at Udamalpet on 3-6-2015. They are also trying to

sell the Units through E-auction route and notices have been issued in

this connection and the auction were held on 22-12-2013,

9-3-2014,13-9-2014,12-12-2014, we understand that some of the units

have been sold in the auction. Parallely the Company has offered

several One Time Settlement proposal (OTS) and the some have been

rejected by the bank. The company is still negotiating with the banks

for the one time settlement.



In the process of implementation of the SARFAESI ACT, the Lenders have

recovered a sum of Rs 40,47,22,930/- by selling the assets consisting

of three vacant lands and five Wind Mills and also by way of retention

from every collection which comes to Rs 13,61,95,530/- upto 31 -3-2015.

Lenders have imposed daily retention without regard to the working

capital requirement of the company forcing the company to close its

unit requirement one after another.



DEPOSITS



The company is not accepting Fixed Deposits. The relevant provisions of

Section 73 of the Companies Act,2013 in this regard to deposits

wherever applicable have been duly complied with.



CORPORATE GOVERNANCE



A separate Report on the Corporate Governance is enclosed as part of

this Annual Report. The Auditors of the Company have also given their

certificate relating to compliance of Corporate Governance and this

report is annexed to the report of Corporate Governance as is required

by the Listing Agreement.



LISTINGS



The company''s shares are listed both in National Stock Exchange of

India Ltd and Mumbai Stock Exchange Ltd. The company has paid listing

fee to both the exchanges. The company has already applied for

de-listing of its equity shares to Calcutta Stock Exchange Association

Ltd and Coimbatore Stock Exchange Ltd. Though all the formalities have

been completed and reminders have been sent, reply from these two stock

exchanges are awaited. However no listing fee has been paid to these

two stock exchanges.



2. Extracts of the Annual Return.



As per the requirements of provisions of the Companies Act, 2013, the

extract of the Annual Return in the prescribed Form MGT-9 is annexed

hereto as Annexure 1 froming part of this report.



3. Number of Meetings of the Board.



Details of number of meetings of Board of Directors and Committees

thereof and the attendance of the Directors in such meetings are

provided in the Corporate Governance Report attached elsewhere in the

Annual Report.



4. Directors



At Appointment



Sri. N.Venkatesan was appointed as an Independent Director of the

company in the Board Meeting held on 12-11-2014. He is a practicing

Chartered Accountant. He is also the Internal Auditor for the Karunya

University, Coimbatore. He has submitted necessary declaration as

provided under the Clause (7) of Section 152 of the Companies Act,

2013.



Smt. M.V.Suryaprabha was appointed as an independent Director of the

company in the Board Meeting held on 12-11-2014. She has been appointed

as a Woman Director to comply with the provision of Rule 3 of The

Companies (Appointment and Qualification of Directors ) Rule, 2014. She

is a practicing Advocate. She has submitted necessary declaration as

provided under the Clause (7) of Section 152 of the Companies Act,

2013.



B) Resignation



Sri. R.Dhandapani was appointed as an Independent Director in the Board

Meeting held on 13-8-2014 and subsequently resigned on 8-9-2014 due to

his personal reasons. Necessary returns in respect of his appointment

as well as his resignation were filed with the Registrar of Companies,

Coimbatore.



M/s Canara Bank have withdrawn the nomination of Sri. P.Venugopal from

the Board of the company on 13-8-2014 and in his place have nominated

Sri. P.T. Kalaiselvan with effect from 13-8-2014.



M/s State Bank of Hyderabad have withdrawn the nomination of Sri.

LV.Ravindra Kumar from the Board of the company on 31-3-2015 and in his

place have nominated Sri. Rajanikanta Naik with effect from 1-4-2015



M/s IDBI Bank Ltd have withdrawn the nomination of Sri. G.V.Chandra

Bhaskar from the Board of the Company with effect from 31-1-2015 and

have not appointed anybody in his place.



5. Directors'' Responsibility Statement.



In terms of the requirement of Section 134 (3) (c) of the Companies

Act, 2013, the Directors hereby confirm:



1) that in the preparation of Annual Accounts, the applicable

Accounting Standards have been followed along with proper explanations

relating to material departures



2) that 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 at the end of the accounting year namely

March 31,2015 and of the profit / loss of the Company for that period.



3) that the Directors have taken proper and sufficient care for the

maintenance of adequate accounting records in accordance with the

provision of the Act, for safeguarding the assets of the Company and

for preventing and detecting fraud and other irregularities;



4) that the Directors have prepared the Annual Accounts on a going

concern basis.



5) the Directors have laid down internal financial controls to be

followed by the company and such internal financial controls are

adequate



6 the Directors have devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems were

adequate and are operating effectively.



6. Nomination and Remuneration Committee and Policy.



As per the requirements of the provisions of the Companies Act, 2013, a

Nomination & Remuneration Committee was formed by the Board of

Directors consisting of



I.Sri. N. Venkatesan-Chairman (Non-Executive-Independent)



2.Smt M.V.Suryaprabha-Member (Non-Executive-Independent)



3.Sri. R.P.Joshua Member (Non-Executive-Independent)



The said committee has been empowered and authorized to exercise the

power as entrusted under the provisions of Section 178 of the Companies

Act, 2013. The Company has a policy on Directors'' appointment and

remuneration including criteria for determining qualification, positive

attributes, independence of a Director and other matters provided under

sub-section (3) of Section 178 of the Companies Act, 2013 .The

Nomination and Remuneration policy is annexed herewith as Annexure 2.



7. Declaration by Independent Directors



The Independent Directors have submitted their disclosures to the Board

that they fulfill all the requirements as stipulated in Section 149 (6

) of the Companies Act, 2013 so as to qualify themselves to be

appointed / continued as Independent Directors under the provisions of

the Companies Act, 2013 and the relevant Rules thereunder.



8. Explanation & Comments



The reports of Statutory Auditors appearing elsewhere in the Annual

Report and that of the Secretarial Auditors (annexed hereto as Annexure

3) are self-explanatory the qulification / Observation of the statutory

Auditors reported elsewhere in the Independent Auditors Report.



9. Particulars of Loans / Guarantee / Investments



Details of Loans / Advances / Investments as per the provisions of

Section 186 of the Companies Act, 2013 is given under Notes to

Financial Statements.



10. Particulars of Contracts with Related Party



All the transactions of the company with related parties are at arm''s

length and have taken place in the ordinary course of business.

Provisions of Section 188 of the Companies Act, 2013 is not applicable.



11. Material Changes



There is no material changes or commitments after closure of the

financial year till the date of this report.



12. Auditors



a) Statutory Auditors



M/s.Thakker & Sanghani, Chartered Accountants, retire at the ensuing

Annual General Meeting and they have given necessary certificate in

terms of provisions under the Companies Act, 2013. They are entitled to

be re-appointed. They have consented and confirmed their eligibility

and desire to continue as Statutory Auditors of the Company.



b) Cost Auditor



Pursuant to Section 148 of the Companies Act, 2013 read with the

Companies (Cost Records and Audit) Amendment Rules 2014, the Directors

on the recommendation of the Audit Committee have appointed Sri. N.

Krishnan, Practising Cost Accountant as the Cost Auditor of the Company

for the financial year 2015-16.



c) Secretarial Auditor.



Pursuant to provisions of Section 204 of the Companies Act, 2013 and

the Companies ( Appointment and Remuneration of Managerial Personnel)

Rules, 2014 , the Company has appointed Mrs. V.M.Vennila , a Practising

Company Secretary to undertake the Secretarial Audit of the Company for

the financial year 2014-15



13. Audit Committee



In pursuance of the applicable provisions of Section 177 of the

Companies Act, 2013 a committee of Directors consisting of three

Directors has been constituted as Audit Committee. The Directors who

are the members of this committee are



1) Sri. N.Venkatesan - Independent Director - Chairman



2) Sri. R.P.Joshua - Nominee Director - Member



3) Smt .Suryaprabha - Independent Director - Member



The Company Secretary shall act as the Secretary of the Audit Committee

as well.



The Board has accepted the recommendations of the committee and there

were no incidences of deviation from such recommendations during the

financial year under review.



The company has devised a Vigil Mechanism in the form of a Whistle

Blower Policy inpursuance of the provisions of Section 177 (10) of the

Companies Act, 2013 . During the year under review, there were no

complaints received under this mechanism. The whistle Blower Policy is

uploaded in the company''s website.



14. Stakeholders Relationship Committee



In pursuance of the applicable provisions of Section 178 (5) of the

Companies Act, 2013 a committee of Directors consisting of three

Directors has been constituted as Stakeholders Relationship Committee.

The Directors who are the members of this committee are



1) Sri. N.Venkatesan - Independent Director



2) Sri. Manoj Kumar Tibrewal - Managing Director



3) Sri. Mohanlal Tibrewal - Executive Director



15. Corporate Social Responsibility Committee



In terms of the provisions of Section 135 of the Companies Act, 2013, a

Corporate Social Responsibility Committee is to be constituted for the

purpose of implementing the Corporate Social Responsibility. As on

date, the Company does not come under the category of Companies who

have to implement this scheme.



16. Disclosure under the Sexual Harassment of Woman 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 Wokplace

(Prevention, Prohibition and Redressal) Act, 2013. In this connection

the company has set up Internal Complaints Committee (ICC) to redress

the complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered under this

policy.



The following is the summary of sexual harassment complaints received

and disposed off during the year 2014-15.



No of complaints received : Nil No of complaints redressed : Nil



17. Industrial Relations



Industrial relations continues to be cordial and the Directors

appreciate the co-operation extended by the employees at all levels.



18. Energy Consumption



Energy consumption particulars as required under Rule 2 of the

Companies (Disclosure of particulars in the Report of Board of

Directors) Rule 1988 are given in the Annexure attached.



19. Technology Absorption



Technology absorption particulars as required under Rule 2 of the

Companies (Disclosure of particulars in the Report of Board of

Directors) Rule 1988 are given in the Annexure attached.



20. Foreign Exchanhe Earnings and Outgo.



Total Foreign Exchange used and earned is NIL during the year under

review.



21. Evaluation of Board''s Performance



On the advise of the Board of Directors, the Nomination and

Remuneration Committee, the company have formulated the criteria for

the evaluation of the performance of Board of Directors , Independent

Directors, Non- Independent Directos and the Chairman of the Board.

Based on that performance, evaluation has been undertaken. The

Independent Directors have also convened a separate meeting for this

purpose. All the results and'' the evaluation has been communicated to

the Chairman of the Board of Directors. All the Directors of the Board

are familiar with the business of the company.



22. General



There are no employees falling under Section 217 (2A) of the Companies

Act, 1956. The information pursuant to the Company (disclosure to

particulars in the report of Board of Directors) Rules 1988 to the

extent applicable is attached.



23. Matters as may be prescribed



As per Rule 8(5) of the Companies (Accounts) Rule, 2014 the following

additional information are provided.



1 The financial summary or highlights The financial highlights is

provided in this report.



2 The change in the nature of business if any There is no change in the

business line of the company.



3 The details of Directors or Key Managerial Personnel who were

appointed or have resigned during the year. There is no change in the

Key Managerial Personnel. However the change in the directorship has

been mentioned in point No 4 of this report.



4 The names of companies which have become or ceased to be

subsidiaries, joint ventures, or associate companies during the year:

None



5 The details relating to deposits covered under Chapter V of the Act:

The Company has not accepted deposits.



6 The details of deposits which are not in compliance with the

requirements of Chapter V of the Act: Not Applicable.



7 The details of significant and material orders passed by the

Regulators or Court or Tribunals impacting the going concern status and

company''s operation in future As on the financial year ended 31 st

March, 2015 or as on the date of this report, there is no such orders.



8 The details in respect of adequacy of Internal Control with reference

to financial statements. Procedures are set out so as to detect and

prevent frauds. The financial statements are prepared in accordance

with the Accounting Standards issued by ICAI.



22. Acknowledgement.



Your Directors wish to thank and record their appreciation to all the

Bankers of the Company for their valuable financial support extended to

the Company as also for the valuable advice and guidance given by them.

Your Directors also wish to thank the suppliers and all others who have

extended their valuable support during times of turbulence. Last but

not the least, your Directors express their heartfelt thanks for the

employees at all levels who have stood by the Company in these testing

times.



By Order of the Board

For GANGOTRI TEXTILES LIMITED



MANOJ KUMAR TIBREWAL

MANAGING DIRECTOR



Coimbatore MOHANLAL TIBREWAL

28-5-2015 EXECUTIVE DIRECTOR

















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